MASTER SALE AND PURCHASE AGREEMENT between DOVER PRINTING & IDENTIFICATION, INC., DOVER CORPORATION (solely for purposes of Sections 11.3(b), 11.4 and 11.16) and LTX-CREDENCE CORPORATION dated as of September 6, 2013

EXHIBIT 2.1

Execution Version

MASTER SALE AND PURCHASE AGREEMENT

between

DOVER PRINTING & IDENTIFICATION, INC.,

DOVER CORPORATION

(solely for purposes of Sections 11.3(b), 11.4 and 11.16)

and

LTX-CREDENCE CORPORATION

dated as of

September 6, 2013

TABLE OF CONTENTS


		Page(s)

ARTICLE I	PURCHASE AND SALE		2

Section 1.1.	Acquired Shares		2
Section 1.2.	Acquired Assets and Liabilities		2
Section 1.3.	Designated Purchasers		4
Section 1.4.	Local Agreements		4

ARTICLE II	PURCHASE PRICE; PAYMENT		5

Section 2.1.	Purchase Price		5
Section 2.2.	Payment at Closing		6
Section 2.3.	Cash Purchase Price Adjustment		7
Section 2.4.	Cash Purchase Price Adjustment Payments		10
Section 2.5.	Purchase Price Allocation		11

ARTICLE III	REPRESENTATIONS AND WARRANTIES		14

Section 3.1.	Representations and Warranties of Dover		14
Section 3.2.	Representations and Warranties of Buyer		37
Section 3.3.	No Other Representations or Warranties		39

ARTICLE IV	COVENANTS PRIOR TO CLOSING		39

Section 4.1.	Access to Information Concerning Properties and Records; Confidentiality		39
Section 4.2.	Conduct of Business Pending the Closing		40
Section 4.3.	Further Actions		43
Section 4.4.	Certain Filings		43
Section 4.5.	Notification		44
Section 4.6.	Intercompany Accounts		45
Section 4.7.	Exclusivity		45
Section 4.8.	Title Insurance		46
Section 4.9.	Surveys		46
Section 4.10.	Release of Dover Guarantees		47

ARTICLE V	ADDITIONAL COVENANTS		47

Section 5.1.	Tax Matters		47
Section 5.2.	Employee Matters		58
Section 5.3.	Post-Closing Access to Information		61
Section 5.4.	Trade Names		62
Section 5.5.	Insurance		63
Section 5.6.	Further Assurances		65
Section 5.7.	Non-Competition; Non-Solicitation		65
Section 5.8.	Proprietary Information		67


Section 5.9.	Cooperation in Litigation	68
Section 5.10.	Transaction Confidentiality Agreements	68
Section 5.11.	Relocation Payment Adjustments	68

ARTICLE VI	CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS	70

Section 6.1.	Conditions Precedent to Buyer’s Obligations	70
Section 6.2.	Frustration of Conditions Precedent	71

ARTICLE VII	CONDITIONS PRECEDENT TO DOVER’S OBLIGATIONS	71

Section 7.1.	Conditions Precedent to Dover’s Obligations	71
Section 7.2.	Frustration of Conditions Precedent	72

ARTICLE VIII	CLOSING	72

Section 8.1.	Closing Date	72
Section 8.2.	Items to be Delivered by Dover	73
Section 8.3.	Items to be Delivered by Buyer	74

ARTICLE IX	INDEMNIFICATION	75

Section 9.1.	Indemnification by Dover	75
Section 9.2.	Indemnification by Buyer	77
Section 9.3.	Procedures Relating to Indemnification	78
Section 9.4.	Procedures Relating to Indemnification for Third Party Claims	79
Section 9.5.	Determination of Indemnification Amounts	80
Section 9.6.	Subrogation Rights	82
Section 9.7.	Exclusive Remedy	82
Section 9.8.	Purchase Price Adjustment	82
Section 9.9.	Set-Off Against Promissory Note Payments	82

ARTICLE X	TERMINATION	83

Section 10.1.	General	83
Section 10.2.	Procedure for Termination	83
Section 10.3.	Survival; Liabilities in Event of Termination	84

ARTICLE XI	MISCELLANEOUS	84

Section 11.1.	Publicity	84
Section 11.2.	Assignment	84
Section 11.3.	Parties in Interest; No Third-Party Beneficiaries	84
Section 11.4.	Governing Law; Consent to Jurisdiction; WAIVER OF JURY TRIAL	85
Section 11.5.	Amendment	85
Section 11.6.	Waiver	85
Section 11.7.	Notice	85
Section 11.8.	Expenses	87


Section 11.9.	Schedules	87
Section 11.10.	Interpretive Provisions	87
Section 11.11.	Section Headings; Table of Contents	87
Section 11.12.	No Strict Construction	88
Section 11.13.	Entire Agreement	88
Section 11.14.	Counterparts	88
Section 11.15.	Partial Invalidity	88
Section 11.16.	Specific Performance	88
Section 11.17.	Definitions	88

EXHIBITS


Exhibit A		ECT Equity Sellers and ECT Acquired Companies
Exhibit B		ECT Asset Sellers
Exhibit C		MT Equity Sellers and MT Acquired Companies
Exhibit D		MT Asset Sellers
Exhibit E		Acquired Registered IP
Exhibit F		Illustrative Working Capital Calculation
Exhibit G		Form of IP Termination Agreement
Exhibit H		Form of Promissory Note and Subordination Agreement
Exhibit I		Supply Agreement
Exhibit J		Form of Transition Services Agreement
Exhibit K		Accounting Principles
Exhibit L		Form of Local Agreements
Exhibit M		Form of ProWorks License Agreement

iii

MASTER SALE AND PURCHASE AGREEMENT

THIS MASTER SALE AND PURCHASE AGREEMENT (this “Agreement”) is made and effective as of September 6, 2013 between DOVER PRINTING & IDENTIFICATION, INC., a Delaware corporation (“Dover”), Dover Corporation, a Delaware Corporation (“Parent”) (solely for purposes of Sections 11.3(b), 11.4 and 11.16), and LTX-Credence Corporation, a Massachusetts corporation (“Buyer”).

WHEREAS, Dover and certain of its Affiliates own, indirectly through certain wholly owned Subsidiaries set forth in the “Seller” column on Exhibit A hereto (the “ECT Equity Sellers”), all of the issued and outstanding capital stock and other equity interests of each Subsidiary set forth in the “Company” column on Exhibit A hereto (the “ECT Acquired Companies”);

WHEREAS, Dover and certain of its Affiliates own, indirectly through certain wholly owned Subsidiaries set forth on Exhibit B hereto (the “ECT Asset Sellers”), the ECT Assets (as defined below);

WHEREAS, the ECT Acquired Companies and the ECT Asset Sellers are engaged in the research and development, design, manufacture, assembly, production, marketing, distribution, sale and repair of probes, assembled board and bare board test equipment, and fixturing products and the provision of services related thereto (the “ECT Business”);

WHEREAS, Dover and certain of its Affiliates own, indirectly through certain wholly owned Subsidiaries set forth in the “Seller” column on Exhibit C hereto (the “MT Equity Sellers” and, together with the ECT Equity Sellers, the “Equity Sellers”), all of the issued and outstanding capital stock and other equity interests of each Subsidiary set forth in the “Company” column on Exhibit C hereto (the “MT Acquired Companies” and, together with the ECT Acquired Companies and the Subsidiaries of all of such companies, the “Acquired Companies”);

WHEREAS, Dover and certain of its Affiliates own, indirectly through certain wholly owned Subsidiaries set forth on Exhibit D hereto (the “MT Asset Sellers” and, together with the ECT Asset Sellers, the “Business Asset Sellers”), the MT Assets (as defined below);

WHEREAS, the MT Acquired Companies and the MT Asset Sellers are engaged in the research and development, design, manufacture, assembly, production, marketing, distribution, sale and repair of semiconductor test handlers, semiconductor test contactors and sockets and semiconductor test load boards, and the provision of services related thereto (the “MT Business” and, together with the ECT Business, the “Acquired Businesses”);

WHEREAS, Delaware Capital Formation, Inc., a Delaware corporation and an Affiliate of Dover, and DTG International GmbH, a Swiss limited liability company and an Affiliate of Dover (collectively, the “Registered IP Sellers” and, together with the Business Asset Sellers, the “Asset Sellers”), own the Acquired Registered IP;

WHEREAS, Buyer desires to purchase the Acquired Businesses from the Equity Sellers and the Asset Sellers, and Dover desires to cause the Equity Sellers and the Asset Sellers to sell the Acquired Businesses to Buyer, all upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, capitalized terms used but not defined in the context of the Section in which such terms first appear shall have the meanings set forth in Section 11.17.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants, agreements and conditions set forth in this Agreement, and intending to be legally bound, Dover and Buyer agree as follows:

ARTICLE I

PURCHASE AND SALE

Section 1.1. Acquired Shares. Upon the terms, and subject to the conditions, set forth in this Agreement, at the Closing:

(a) Dover shall cause each ECT Equity Seller to sell and transfer to Buyer, and Buyer shall purchase and accept from each such ECT Equity Seller, all right, title and interest in and to all of the issued and outstanding capital stock and other equity interests of each ECT Acquired Company, in each case free and clear of all Liens (other than restrictions on transfer imposed by applicable securities Law); and

(b) Dover shall cause each MT Equity Seller to sell and transfer to Buyer, and Buyer shall purchase and accept from each such MT Equity Seller, all right, title and interest in and to all of the issued and outstanding capital stock and other equity interests of each MT Acquired Company, in each case free and clear of all Liens (other than restrictions on transfer imposed by applicable securities Law).

All of the shares of capital stock and other equity interests referred to in Sections 1.1(a) and 1.1(b) shall hereafter be referred to as the “Acquired Shares.”

Section 1.2. Acquired Assets and Liabilities.

(a) Assets. Upon the terms, and subject to the conditions, set forth in this Agreement, and subject to the provisions of Section 1.2(c), at the Closing, Dover shall cause each Asset Seller to sell and transfer to Buyer, and Buyer shall purchase and accept from each such Asset Seller, as applicable, all right, title and interest in and to all of the ECT Assets, the MT Assets and the Acquired Registered IP (collectively, the “Acquired Assets”), in each case free and clear of all Liens (other than Permitted Liens and, in the case of Acquired Real Property, Permitted Real Property Exceptions). Notwithstanding the foregoing, Dover shall not cause any Asset Seller to sell or transfer to Buyer, and Buyer shall not purchase or accept from any Asset Seller, any of the Excluded Assets.

(b) Liabilities. Upon the terms set forth in this Agreement and subject to the provisions of Section 1.2(c), at the Closing, Buyer shall assume and agree to pay, perform and discharge all of the ECT Liabilities, the MT Liabilities and all Liabilities of the Registered IP Sellers related primarily or exclusively to the Acquired Registered IP (collectively, the

“Assumed Liabilities”). Notwithstanding the foregoing, Buyer shall not assume, nor be deemed to have assumed any, and Dover or the applicable Asset Seller shall remain liable for and pay, perform and discharge, all of the Excluded Liabilities.

(c) Nonassignable Assets. Notwithstanding anything to the contrary in this Agreement, to the extent that any Acquired Asset is not assignable to Buyer without the consent, approval, waiver, agreement or action of any other Person (other than Dover or its Affiliates), pursuant to Contract or otherwise (each such asset, a “Nonassignable Asset”), there shall be no assignment or attempted assignment to Buyer of such Nonassignable Asset at the Closing under this Agreement in the absence of such Person’s consent, approval, waiver, agreement or action, unless otherwise agreed by the Parties, and this Agreement shall not be deemed to constitute an assignment or attempted assignment thereof. In the case of each Nonassignable Asset, Dover shall, and shall cause each of its Affiliates to, use its reasonable best efforts to obtain the consent, approval, waiver, agreement or action of such Person to the assignment of such Nonassignable Asset to Buyer, and, to the extent reasonably requested by Dover, Buyer shall, and shall cause its Affiliates to, cooperate with such efforts; provided, that, for the avoidance of doubt, nothing in this Agreement shall require either Party or any of their respective Affiliates to pay any money to, commence or participate in any litigation, offer or grant any accommodation or undertake any Liability (in each case financial or otherwise) to any Governmental Entity (other than filing fees as contemplated by the last sentence of Section 4.4(a) or any other comparable filing fees payable to a Governmental Entity) or other third party. If any such consent, approval, waiver, agreement or action is not obtained from such Person prior to the Closing, without limiting any other obligation under this Section 1.2(c), then the Parties shall, to the extent permitted by applicable Law, agree to any reasonable arrangement requested by either Party whereby, from and after the Closing, (i) Dover provides or causes to be provided to Buyer the benefits intended to be assigned to Buyer arising from or relating to such Nonassignable Asset, and Dover agrees to enforce, upon the written request of Buyer and for the benefit of Buyer (at Buyer’s sole expense), any rights of Dover or its Affiliates in respect of such Nonassignable Asset, and (ii) Buyer pays, performs and discharges all of the Liabilities of Dover or its Affiliates arising from or relating to such Nonassignable Asset to the extent such Liabilities would constitute Assumed Liabilities under this Agreement, and Buyer agrees to indemnify Dover and its Affiliates with respect to any Losses incurred by Dover or its Affiliates as a result of Buyer’s failure to pay, perform and discharge such Assumed Liabilities; provided, however, that once such consent, approval, waiver, agreement or action is obtained (if ever), such Nonassignable Asset shall promptly be assigned by Dover or its Affiliates to Buyer at no additional cost to Buyer. For the avoidance of doubt, this Section 1.2(c) shall in no way limit or prejudice any condition set forth in Article VI, any representation or warranty of Dover set forth in this Agreement or any other document or instrument executed and delivered in connection herewith or, except for any covenant or agreement otherwise obligating Dover to assign (or cause the assignment of) any Nonassignable Asset for which a consent, approval, waiver, agreement or action of any other Person required to assign such Nonassignable Asset has not been obtained, any covenant or agreement of Dover or any of its Affiliates set forth in this Agreement or any other document or instrument executed and delivered in connection herewith.

(d) Post-Closing Asset Transfers. At any time following the Closing, upon Buyer’s written request, Dover shall promptly transfer and deliver (or cause to be transferred and delivered) to Buyer or the applicable Designated Purchaser without the payment of any further

consideration therefor, any assets, rights or properties that properly constitute assets, rights or properties of any Acquired Business that were intended to be transferred pursuant to the terms hereof, but were not transferred to Buyer or the applicable Designated Purchaser at Closing, including, for the avoidance of doubt, any asset, right or property of Dover or any of its Affiliates used exclusively or primarily in connection with any Acquired Business, other than Excluded Assets. At any time following the Closing, upon Dover’s written request, Buyer shall promptly transfer and deliver (or cause to be transferred and delivered) to Dover (or any of its Affiliates, as directed by Dover) without the payment of any consideration therefor, any assets, rights or properties that did not properly constitute assets, rights or properties of any Acquired Business at Closing and which were inadvertently transferred to Buyer or a Designated Purchaser at Closing, including, for the avoidance of doubt, any asset, right or property of Dover or any of its Affiliates included in the Excluded Assets.

Section 1.3. Designated Purchasers. Buyer has designated the entities set forth on Schedule 1.3 to acquire the Acquired Shares and Acquired Assets, and to assume the Assumed Liabilities, set forth thereon (each such entity, a “Designated Purchaser”). Buyer may, upon written notice delivered to Dover not less than five (5) business days prior to the Closing Date, update Schedule 1.3 to further assign its rights and obligations, in whole or in part, under this Agreement to one or more of its Affiliates. Buyer shall be and remain jointly and severally liable for all obligations of Buyer and any such Designated Purchaser under this Agreement and under all documents and instruments to be executed and delivered by Buyer or any such Designated Purchaser pursuant hereto.

Section 1.4. Local Agreements.

(a) Execution and Delivery. The Parties acknowledge and agree that the implementation of the transactions contemplated by Sections 1.1 and 1.2 will be effected at the Closing in foreign jurisdictions pursuant to local transfer agreements. The local transfer agreements with respect to the implementation of the transactions in China, the Philippines, Germany, the United States, Malaysia, Hungary and Singapore shall be in substantially the form attached hereto as Exhibit L, and all other local transfer agreements, if any, shall be as mutually agreed upon by the Parties prior to the Closing Date. The Parties shall negotiate in good faith such agreements or changes, additions and supplements to such agreements, as applicable (as so changed, added to or supplemented, the “Local Agreements”) as shall reasonably be required to give effect to the transactions contemplated by this Agreement, which shall be in a form mutually agreed upon by the Parties prior to the Closing, under the fundamental principle that the operative provisions governing the transactions contemplated by Sections 1.1 and 1.2 shall be contained in this Agreement to the maximum extent practicable so as to avoid confusion regarding the terms of such transactions. The Parties will cooperate to prepare the Local Agreements as soon as reasonably practicable following the date hereof and will execute and deliver or cause their respective Affiliates to execute and deliver such Local Agreements at the Closing upon the terms and subject to the conditions of this Agreement. Unless otherwise required by applicable local Law (on a country-by-country basis), the Local Agreements shall not contain any representations, warranties, covenants or conditions.

(b) Conflict with this Agreement. To the extent the provisions of this Agreement are inconsistent with or additional to the provisions of a Local Agreement, except as otherwise required by local Law the provisions of this Agreement shall prevail and the Parties shall cause (i) the provisions of the applicable Local Agreement to be adjusted to the extent necessary to give effect to the provisions of this Agreement subject to being compliant with any applicable local Law in the applicable jurisdiction and (ii) the applicable Asset Seller or Equity Seller and Buyer or the applicable Designated Purchaser (if not Buyer directly) to (A) comply to the extent lawful with the provisions of this Agreement as though they were bound by such provisions in place of the provisions of the applicable Local Agreement and (B) waive or refrain from enforcing any provisions in the applicable Local Agreement that are inconsistent with the provisions of this Agreement. For the avoidance of doubt, the applicable Local Agreement will be entered into solely for the purpose of implementing (in the relevant jurisdictions) the sale, purchase and delivery of the Acquired Shares and the Acquired Assets, and the assignment and assumption of the Assumed Liabilities, as provided under the provisions of this Agreement.

(i) By Dover. Dover shall not, and Dover shall cause the Equity Sellers and the Asset Sellers not to, bring any claim against Buyer or any Designated Purchaser, if applicable, in respect of or based upon the Local Agreements, except to the extent necessary to implement any purchase and assignment of the Acquired Shares and the Acquired Assets or any assignment of the Assumed Liabilities, in a manner consistent with the provisions of this Agreement. The foregoing shall not limit any rights or remedies of Dover contained in this Agreement.

(ii) By Buyer. Buyer shall not, and Buyer shall cause each Designated Purchaser, if applicable, not to, bring any claim against Dover or any Equity Seller or Asset Seller in respect of or based upon the Local Agreements, except to the extent necessary to implement any purchase and assignment of the Acquired Shares and the Acquired Assets or any assignment of the Assumed Liabilities, in a manner consistent with the provisions of this Agreement. The foregoing shall not limit any rights or remedies of Buyer contained in this Agreement.

ARTICLE II

PURCHASE PRICE; PAYMENT

Section 2.1. Purchase Price.

(a) In consideration for the Acquired Shares and the Acquired Assets, Buyer or the Designated Purchasers shall (i) assume the Assumed Liabilities as provided in Section 1.2(b), (ii) issue the Promissory Note to Dover or its designee(s) and (iii) pay to Dover or its designee(s) cash in an amount equal to (the “Cash Purchase Price”):

(A) $73,500,000 (the “Base Cash Purchase Price”);

(B) plus the amount, if any, by which the Closing Date Working Capital exceeds the Working Capital Target;

(C) or minus the absolute value of the amount, if any, by which the Closing Date Working Capital is less than the Working Capital Target;

(D) plus an amount equal to the Closing Date Cash; provided, that, with respect to any portion of the Closing Date Cash which is Excess Cash in a given jurisdiction, Buyer or the Designated Purchasers, as applicable, shall only pay an amount equal to (x) the “Applicable Percentage” for such jurisdiction, as indicated on Schedule 2.1, multiplied by (y) the amount of such Excess Cash for such jurisdiction);

(E) minus an amount equal to any Closing Date Acquired Companies Indebtedness;

(F) minus an amount equal to any Closing Date Acquired Companies Transaction Costs Liabilities; and

(G) minus an amount equal to any Closing Date Acquired Companies Specified Employee Liabilities.

(b) Not less than five (5) business days prior to the Closing Date, Dover shall deliver to Buyer a statement setting forth a good faith and reasonable estimate by Dover of (i) (A) Cash and Cash Equivalents as of the close of business on the business day immediately prior to the Closing Date (the “Estimated Closing Date Cash”) (provided, that, with respect to the Estimated Closing Date Cash, Dover shall deliver an updated good faith and reasonable estimate by Dover of such amount one (1) business day prior to the Closing Date), (B) Acquired Companies Indebtedness as of the close of business on the business day immediately prior to the Closing Date (the “Estimated Closing Date Acquired Companies Indebtedness”), (C) Acquired Companies Transaction Costs Liabilities as of the close of business on the business day immediately prior to the Closing Date (the “Estimated Closing Date Acquired Companies Transaction Costs Liabilities”) and (D) Acquired Companies Specified Employee Liabilities as of the close of business on the business day immediately prior to the Closing Date (the “Estimated Closing Date Acquired Companies Specified Employee Liabilities”) and (ii) based on such estimates, the calculation of the Cash Purchase Price pursuant to Section 2.1(a), all in reasonable detail prepared in accordance with the Accounting Principles.

Section 2.2. Payment at Closing.

(a) Subject to fulfillment or waiver (in the event permissible) of the conditions set forth in Article VI and Article VII, at the Closing, Buyer shall (i) deliver the Promissory Note, duly executed, to Dover or its designee(s) and (ii) pay to the Equity Sellers and the Asset Sellers, in accordance with Section 2.2(b), by wire transfer of immediately available funds to the bank account or accounts specified by Dover in writing at least two (2) business days prior to the Closing Date, an aggregate amount equal to (the “Closing Payment”):

(i) the Base Cash Purchase Price;

(ii) plus an amount equal to the Estimated Closing Date Cash (excluding the portion thereof to be paid by atg L&M to Dover Germany on the Closing Date in accordance with Section 5.12(a)); provided, that, with respect to any portion of the Estimated Closing Date Cash which is Excess Cash in a given jurisdiction, Buyer or the Designated

Purchasers, as applicable, shall only pay an amount equal to (x) the “Applicable Percentage” for such jurisdiction, as indicated on Schedule 2.1, multiplied by (y) the amount of such Excess Cash for such jurisdiction);

(iii) minus an amount equal to the Estimated Closing Date Acquired Companies Indebtedness;

(iv) minus an amount equal to the Estimated Closing Date Acquired Companies Transaction Costs Liabilities; and

(v) minus an amount equal to the Estimated Closing Date Acquired Companies Specified Employees Liabilities.

(b) (i) If Schedule 2.5(a) has been attached to this Agreement in accordance with Section 2.5(a), Buyer shall remit the Closing Payment to the Equity Sellers and the Asset Sellers in accordance with Schedule 2.5(a); provided, however, that the amount otherwise remitted to one of the Equity Sellers or Asset Sellers, as designated by Dover (the “Designated Seller”), pursuant to Schedule 2.5(a) shall be increased (or decreased) by the amount, if any, by which the Closing Payment exceeds (or is less than) the Base Cash Purchase Price. (ii) If no Schedule 2.5(a) has been attached to this Agreement in accordance with Section 2.5(a), Buyer shall remit the Closing Payment to Dover. Dover shall be deemed to have received the Closing Payment on behalf of the applicable Equity Sellers and Asset Sellers.

Section 2.3. Cash Purchase Price Adjustment.

(a) Not later than sixty (60) days following the Closing Date, Buyer shall (i) prepare, in accordance with the Accounting Principles and in a manner consistent with the illustration set forth on Exhibit F (which sets forth the Working Capital as if the Closing occurred on the Most Recent Balance Sheet Date), and deliver to Dover a consolidated balance sheet of the Acquired Businesses (for the avoidance of doubt, reflecting the Acquired Assets, the Assumed Liabilities, assets of the Acquired Companies and liabilities of the Acquired Companies, but excluding Excluded Assets and Excluded Liabilities) as of the close of business on the business day immediately prior to the Closing Date (the “Preliminary Closing Date Balance Sheet”) and (ii) prepare and deliver to Dover a certificate setting forth in reasonable detail Buyer’s calculation of (A) Working Capital as of the close of business on the business day immediately prior to the Closing Date (the “Preliminary Working Capital Determination”), (B) Cash and Cash Equivalents as of the close of business on the business day immediately prior to the Closing Date (the “Preliminary Cash Determination”) ; provided, that, with respect to any portion of the Preliminary Cash Determination which is Excess Cash in a given jurisdiction, Buyer or the Designated Purchasers, as applicable, shall only pay an amount equal to (x) the “Applicable Percentage” for such jurisdiction, as indicated on Schedule 2.1, multiplied by (y) the amount of such Excess Cash for such jurisdiction), (C) Acquired Companies Indebtedness as of the close of business on the business day immediately prior to the Closing Date (the “Preliminary Acquired Companies Indebtedness Determination”), (D) Acquired Companies Transaction Costs Liabilities as of the close of business on the business day immediately prior to the Closing Date (the “Preliminary Acquired Companies Transaction Costs Liabilities Determination”), (E) Acquired Companies Specified Employee Liabilities as of the close of business on the business

day immediately prior to the Closing Date (the “Preliminary Acquired Companies Specified Employee Liabilities Determination” and, together with the Preliminary Closing Date Balance Sheet, the Preliminary Working Capital Determination, the Preliminary Acquired Companies Indebtedness Determination, the Preliminary Acquired Companies Transaction Costs Liabilities Determination and the Preliminary Acquired Companies Specified Employee Liabilities Determination, the “Preliminary Closing Statement”). Until such time as the calculation of the amounts shown on the Closing Date Balance Sheet and the Closing Date Working Capital, Closing Date Cash, Closing Date Acquired Companies Indebtedness, Closing Date Acquired Companies Transaction Costs Liabilities and Closing Date Acquired Companies Specified Employee Liabilities determinations are final and binding upon the Parties pursuant to this Section 2.3, Dover and its accountants (at Dover’s expense) shall, upon reasonable notice and during normal business hours, be permitted to discuss with Buyer and its accountants the Preliminary Closing Statement and shall be provided complete and accurate copies of, and have reasonable access upon reasonable notice at reasonable times during normal business hours to, subject to Dover’s entry into a customary confidentiality and release agreement with Buyer’s accountants (if required thereby), the work papers and supporting records of Buyer and its accountants so as to allow Dover and its accountants to verify the accuracy of the Preliminary Closing Statement; provided that such access shall not include documents the disclosure of which would violate any obligation of Buyer or any of its Affiliates with respect to confidentiality, jeopardize protections afforded Buyer or any of its Affiliates under the attorney-client privilege or the attorney work product doctrine or similar doctrine or protection, or violate any applicable Law.

(b) Dover shall have an opportunity to review the Preliminary Closing Statement for a period of sixty (60) days. If Dover concurs with the Preliminary Closing Statement, Dover shall deliver a written statement to Buyer within such sixty (60) day period accepting the Preliminary Closing Statement (an “Acceptance Notice”), in which case the Preliminary Closing Date Balance Sheet, the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Acquired Companies Indebtedness Determination, the Preliminary Acquired Companies Transaction Costs Liabilities Determination and the Preliminary Acquired Companies Specified Employee Liabilities Determination set forth therein shall be final and binding on the Parties, effective as of the date on which Buyer receives the Acceptance Notice, as the “Closing Date Balance Sheet,” the “Closing Date Working Capital,” the “Closing Date Cash,” the “Closing Date Acquired Companies Indebtedness,” the “Closing Date Acquired Companies Transaction Costs Liabilities,” and the “Closing Date Acquired Companies Specified Employee Liabilities,” respectively. If Dover disagrees with any aspect of the Preliminary Closing Statement, Dover shall deliver written notice to Buyer prior to the expiration of such sixty (60) day period indicating in reasonable detail the basis for such disagreement (a “Dispute Notice”). Any such Dispute Notice shall specify those items or amounts as to which Dover disagrees, and Dover shall be deemed to have agreed with all other items and amounts contained in the Preliminary Closing Statement. If Dover does not deliver an Acceptance Notice or a Dispute Notice within such sixty (60) day period, Dover shall be deemed to have accepted the Preliminary Closing Statement, in which case the Preliminary Closing Date Balance Sheet, the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Acquired Companies Indebtedness Determination, the Preliminary Acquired Companies Transaction Costs Liabilities Determination and the Preliminary Acquired Companies Specified Employee Liabilities Determination set forth therein

shall be final and binding on the Parties, effective as of the expiration of such sixty (60) day period, as the “Closing Date Balance Sheet,” the “Closing Date Working Capital,” the “Closing Date Cash,” the “Closing Date Acquired Companies Indebtedness,” the “Closing Date Acquired Companies Transaction Costs Liabilities,” and the “Closing Date Acquired Companies Specified Employee Liabilities,” respectively.

(c) If Dover delivers a Dispute Notice to Buyer in a timely manner, the Parties shall attempt in good faith to resolve the disagreements set forth in such Dispute Notice for a period of thirty (30) days (or such longer period as they may mutually agree in writing) after Buyer’s receipt of such Dispute Notice. If the Parties are able to resolve the disagreements set forth in the Dispute Notice prior to the expiration of such thirty (30) day period (or such longer period as they may mutually agree), then the Parties shall reduce such resolution to writing as the “Closing Date Balance Sheet,” the “Closing Date Working Capital,” the “Closing Date Cash,” the “Closing Date Acquired Companies Indebtedness,” the “Closing Date Acquired Companies Transaction Cost Liabilities” and the “Closing Date Acquired Companies Specified Employee Liabilities”, which shall be final and binding on the Parties.

(d) If Dover and Buyer are not able to resolve the disagreements set forth in the Dispute Notice within thirty (30) days (or such longer period as they may mutually agree in writing) after Buyer’s receipt of such Dispute Notice, then such disagreements shall be promptly referred to Deloitte LLP or, if Deloitte LLP cannot or does not agree to serve, another independent accounting firm of national reputation mutually acceptable to Dover and Buyer (the “Independent Auditor”). The Independent Auditor shall resolve only the specific disputes presented to it by the Parties based on the Dispute Notice as promptly as reasonably practicable and shall endeavor to complete such process within a period of no more than thirty (30) days following the engagement thereof by the Parties. The Independent Auditor shall apply the provisions of this Agreement concerning the determination of the amounts set forth in the Preliminary Closing Statement, including, for the avoidance of doubt, the Accounting Principles and Exhibit F, and the Independent Auditor’s decision shall be solely based on (i) whether any item objected to was prepared in accordance with this Agreement or (ii) whether such item objected to contains a mathematical or clerical error. The Independent Auditor shall deliver to Buyer and Dover concurrently a written statement setting forth its determination, which shall be final and binding on Buyer and Dover, absent manifest error, effective as of the date the Independent Auditor’s written statement is received by Buyer and Dover, and the Preliminary Closing Date Balance Sheet, the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Acquired Companies Indebtedness Determination, the Preliminary Acquired Companies Transaction Costs Liabilities Determination and the Preliminary Acquired Companies Specified Employee Liabilities Determination resulting from the Independent Auditor’s determination shall be final and binding on the Parties as the “Closing Date Balance Sheet,” the “Closing Date Working Capital,” the “Closing Date Cash,” the “Closing Date Acquired Companies Indebtedness,” the “Closing Date Acquired Companies Transaction Cost Liabilities” and the “Closing Date Acquired Companies Specified Employee Liabilities”, respectively.

(e) The Parties shall make available to the Independent Auditor (if applicable) such books, records and other information (including work papers) as the Independent Auditor may reasonably request in order to review the Preliminary Closing Statement and Dispute

Notice; provided that such access shall not include documents the disclosure of which would violate any obligation of a Party or any of its Affiliates with respect to confidentiality, jeopardize protections afforded a Party or any of its Affiliates under the attorney-client privilege or the attorney work product doctrine or similar doctrine or protection, or violate any applicable Law. The fees and disbursements of the Independent Auditor shall be paid by Dover, on the one hand, and Buyer, on the other hand, based on the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party.

Section 2.4. Cash Purchase Price Adjustment Payments. Promptly (but not later than five (5) business days) after the final determination of the Closing Date Balance Sheet pursuant to Section 2.3, the Parties shall take the actions set forth in this Section 2.4, as applicable.

(a) Working Capital Adjustment.

(i) If the Closing Date Working Capital (as finally determined after giving effect to any adjustment pursuant to Section 2.3) exceeds the Working Capital Target, then Buyer shall pay or cause to be paid (by the Designated Purchaser or otherwise) to Dover or the Designated Seller (as directed by Dover), by wire transfer of immediately available funds to the bank account or accounts specified by Dover, a dollar amount equal to the amount by which the Closing Date Working Capital exceeds the Working Capital Target.

(ii) If the Closing Date Working Capital (as finally determined after giving effect to any adjustment pursuant to Section 2.3) is less than the Working Capital Target, then Dover shall pay or cause to be paid (by the Designated Seller or otherwise) to Buyer or the Designated Purchaser (as directed by Buyer), by wire transfer of immediately available funds to the bank account or accounts specified by Buyer, a dollar amount equal to the absolute value of the difference between the Closing Date Working Capital and Working Capital Target.

(iii) If the Closing Date Working Capital (as finally determined after giving effect to any adjustment pursuant to Section 2.3) is equal to the Working Capital Target, no payments will be made by the Parties pursuant to this Section 2.4(a).

(b) Non-Working Capital Adjustment.

(i) If the Cash Purchase Price (as finally determined after giving effect to any adjustment pursuant to Section 2.3 and excluding the portion thereof to be paid by atg L&M to Dover Germany on the Closing Date in accordance with Section 5.12(a)) exceeds the Closing Payment (in each case, without regard for the Working Capital), then Buyer shall pay or cause to be paid (by the Designated Purchaser or otherwise) to Dover or the Designated Seller (as directed by Dover), by wire transfer of immediately available funds to the bank account or accounts specified by Dover, a dollar amount equal to the amount of such excess.

(ii) If the Closing Payment exceeds the Cash Purchase Price (as finally determined after giving effect to any adjustment pursuant to Section 2.3 and excluding the portion thereof to be paid by atg L&M to Dover Germany on the Closing Date in accordance with Section 5.12(a)) (in each case, without regard for the Working Capital), then Dover shall pay or cause to be paid (by the Designated Seller or otherwise) to Buyer or the Designated Purchaser (as directed by Buyer), by wire transfer of immediately available funds to the bank account or accounts specified by Buyer, a dollar amount equal to the amount of such excess.

(iii) For the avoidance of doubt, if the Cash Purchase Price (as finally determined after giving effect to any adjustment pursuant to Section 2.3) is equal to the Closing Payment (in each case, without regard for the Working Capital), no payments will be made by the Parties pursuant to this Section 2.4(b).

(c) Netting of Payments. Buyer and Dover shall each net any amounts owed from the other Party pursuant to this Section 2.4 in making any payments to such party pursuant to this Section 2.4.

Section 2.5. Purchase Price Allocation.

(a) Agreed Allocation. Following the date hereof, Dover and Buyer shall attempt in good faith to agree on an allocation of the Base Cash Purchase Price and the original principal amount of the Promissory Note among the Acquired Shares and the aggregate Acquired Assets to be sold by each Asset Seller, based on their relative net fair market values. If Dover and Buyer are able to agree on such an allocation not later than ten (10) days prior to the Closing Date, then such agreed allocation shall be set forth on a written schedule and attached to this Agreement as Schedule 2.5(a) not later than five (5) days prior to the Closing Date and the Closing Payment shall be remitted in accordance with Section 2.2(b)(i). If Dover and Buyer are unable to agree on such an allocation earlier than ten (10) days prior to the Closing Date (or such later time as the parties mutually agree), the Closing Payment shall be remitted in accordance with Section 2.2(b)(ii).

(b) Post-Closing Allocation.

(i) Within ninety (90) days following the determination of the Closing Date Balance Sheet pursuant to Section 2.3, Buyer shall deliver to Dover (A) a schedule (the “Preliminary Allocation Schedule”) setting forth in reasonable detail (1) to the extent properly taken into account for tax purposes, the amount of Assumed Liabilities with respect to each Asset Seller and the amount of liabilities of each Acquired Company disregarded as an entity separate from its owner pursuant to Treasury Regulation Section 301.7701-3 (each, a “Disregarded Acquired Company”) and (2) an allocation of the sum of the Cash Purchase Price and the original principal amount of the Promissory Note among the Acquired Shares and the aggregate Acquired Assets sold by each Asset Seller and (B) with respect to each Asset Seller and each Disregarded Acquired Company, a schedule further allocating (1) among the Acquired Assets sold by such Asset Seller, an amount equal to the Assumed Liabilities with respect to such Asset Seller and the amount allocated to such Acquired Assets on the Preliminary Allocation Schedule, and (2) among the assets of such Disregarded Acquired Company, an amount equal to the liabilities of such Disregarded Acquired Company and the amount allocated to the Acquired Shares of such Disregarded Acquired Company on the Preliminary Allocation Schedule (the schedule for each such Asset Seller or Disregarded Acquired Company, a “Preliminary Asset Allocation Schedule”). The allocation of the Cash Purchase Price and the original principal amount of the Promissory Note contained in the Preliminary Allocation Schedule shall be based on the relative fair market values of the Acquired Shares and the net fair

market value of the aggregate Acquired Assets sold by each Asset Seller. If Schedule 2.5(a) has been attached to this Agreement in accordance with Section 2.5(a), the Preliminary Allocation Schedule shall be consistent with Schedule 2.5(a), adjusted to reflect (x) differences between the Base Cash Purchase Price and the final Cash Purchase Price and (y) differences between the Assumed Liabilities and the liabilities of the Acquired Companies on the Closing Date and the those taken into account in preparing Schedule 2.5(a) (such adjustments, the “Post-Closing Allocation Adjustments”) (it being understood that as a result of such adjustments, certain allocated amounts may be more than as allocated on Schedule 2.5(a), while at the same time other allocated amounts may be less). Each Preliminary Asset Allocation Schedule shall be prepared in accordance with Section 1060 of the Code and applicable Treasury Regulations thereunder (modified or supplemented, to the extent agreed to by Dover and Buyer in writing, to take into account any similar provision of state, local or foreign Law, as appropriate).

(ii) Dover shall have an opportunity to review the Preliminary Allocation Schedule and each Preliminary Asset Allocation Schedule for a period of sixty (60) days. If Dover concurs with the Preliminary Allocation Schedule, Dover shall deliver a written statement to Buyer within such sixty (60) day period accepting the Preliminary Allocation Schedule (an “Allocation Acceptance Notice”), in which case the Preliminary Allocation Schedule shall upon such delivery be final and binding on the Parties. If Dover disagrees with any aspect of the Preliminary Allocation Schedule, Dover shall deliver written notice thereof to Buyer prior to the expiration of such sixty (60) day period indicating in reasonable detail the basis for such disagreement (an “Allocation Dispute Notice”). If Dover delivers an Allocation Dispute Notice to Buyer, the Parties shall attempt in good faith to resolve the disagreements set forth in such Allocation Dispute Notice for a period of thirty (30) days (or such longer period as they may mutually agree in writing) after Buyer’s receipt of such Allocation Dispute Notice. If the Parties are able to resolve the disagreements set forth in the Allocation Dispute Notice prior to the expiration of such thirty (30) day period (or such longer period as they may mutually agree in writing), then the Parties shall reduce such resolution to writing, which upon the Parties doing so shall be final and binding on the Parties (the Preliminary Allocation Schedule, when final and binding pursuant to an Allocation Acceptance Notice or the resolution of an Allocation Dispute Notice, the “Final Allocation Schedule”). Each of Dover and Buyer shall (and each Party shall cause its respective Affiliates to) file all Tax Returns in a manner consistent with the Final Allocation Schedule, if any, and neither Dover nor Buyer shall (and neither Party shall permit its respective Affiliates to) take any position for Tax purposes inconsistent with the Final Allocation Schedule.

(iii) If Dover and Buyer are not able to resolve the disagreements set forth in the Allocation Dispute Notice within thirty (30) days (or such longer period as they may mutually agree in writing) after Buyer’s receipt of such Allocation Dispute Notice, then each of the Parties shall be entitled to allocate the Cash Purchase Price (as finally determined pursuant to Section 2.4) and the original principal amount of the Promissory Note among the Acquired Shares and the aggregate Acquired Assets sold by each Asset Seller in any manner it so determines in its sole discretion and neither shall have any obligation to the other with respect to any such allocation; provided, that if Schedule 2.5(a) has been attached to this Agreement in accordance with Section 2.5(a), such allocation shall be consistent with Schedule 2.5(a), increased or decreased to reflect such Party’s allocation of the Post-Closing Allocation Adjustments in the manner such Party so determines in its sole discretion, and neither shall have any obligation to the other with respect to any such allocation.

(iv) If the Parties agree on a Final Allocation Schedule and Dover concurs with one or more Preliminary Asset Allocation Schedules, Dover shall, within thirty (30) days of the Parties’ agreement on a Final Allocation Schedule pursuant to Section 2.5(b)(ii), deliver with respect to each such Preliminary Asset Allocation Schedule a written statement to Buyer accepting the Preliminary Asset Allocation Schedule (each, an “Asset Allocation Acceptance Notice”), in which case such Preliminary Asset Allocation Schedule shall, with respect to the relevant assets, be final and binding on the Parties. If the Parties agree on a Final Allocation Schedule but Dover disagrees with any aspect of one or more Preliminary Asset Allocation Schedules, then within thirty (30) days of the Parties’ agreement on a Final Allocation Schedule pursuant to Section 2.5(b)(ii), Dover shall deliver with respect to each such Preliminary Asset Allocation Schedule written notice thereof to Buyer indicating in reasonable detail the basis for such disagreement (each, an “Asset Allocation Dispute Notice”). The Parties shall attempt in good faith to resolve the disagreements set forth in any Asset Allocation Dispute Notice for a period of thirty (30) days (or such longer period as they may mutually agree in writing) after Buyer’s receipt of such Asset Allocation Dispute Notice. If the Parties are able to resolve the disagreements set forth in the Asset Allocation Dispute Notice prior to the expiration of such thirty (30) day period (or such longer period as they may mutually agree in writing), then the Parties shall reduce such resolution to writing, which shall be final and binding on the Parties (each Preliminary Asset Allocation Schedule, when final and binding pursuant to an Asset Allocation Acceptance Notice or the resolution of an Asset Allocation Dispute Notice, a “Final Asset Allocation Schedule”). Each of Dover and Buyer shall (and each Party shall cause its respective Affiliates to) file all Tax Returns in a manner consistent with each Final Asset Allocation Schedule, if any, and neither Dover nor Buyer shall (and neither Party shall permit its respective Affiliates to) take any position for Tax purposes inconsistent with any Final Asset Allocation Schedule. If, at the conclusion of the foregoing procedures, Dover and Buyer are not able to resolve the disagreements set forth in any Asset Allocation Dispute Notice, then each of the Parties shall be entitled to allocate, with respect to the assets to which such Asset Allocation Dispute Notice relates, the amounts allocated to such assets pursuant to the Final Allocation Schedule together with the associated Assumed Liabilities or liabilities of the Disregarded Acquired Company, as applicable, in any manner it so determines in its sole discretion and neither shall have any obligation to the other with respect to any such allocation. If the Parties do not agree on a Final Allocation Schedule pursuant to Section 2.5(b)(ii), then, except to the extent the Parties agree in writing otherwise, each of the Parties shall be entitled to make an allocation among the assets to which each Preliminary Asset Allocation Schedule relates in any manner it so determines in its sole discretion and neither shall have any obligation to the other with respect to any such allocation.

(c) Amounts Received or Paid by Dover. The amount received or paid by Dover, the Designated Seller or any other designee of Dover pursuant to Section 2.4, net of the amount paid to Dover or the Designated Seller pursuant to Section 2.2(b)(i), shall be deemed to have been received or paid, as the case may be, by such Person on behalf of the applicable Equity Sellers and Asset Sellers.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1. Representations and Warranties of Dover. Dover makes the following representations and warranties to Buyer:

(a) Due Organization and Power.

(i) Dover, Equity Sellers and Asset Sellers. Each of Dover, the Equity Sellers and the Asset Sellers is a company duly organized, validly existing and (in jurisdictions where such concept is applicable) in good standing under the laws of its jurisdiction of organization, which jurisdictions are listed in Schedule 3.1(a)(i)(A). Dover has all requisite corporate power and authority to enter into this Agreement and the other documents and instruments to be executed and delivered by Dover pursuant hereto and to carry out the transactions contemplated hereby and thereby. Each Equity Seller and Asset Seller has all requisite company power and authority to enter into the documents and instruments to be executed and delivered by such Equity Seller and Asset Seller pursuant hereto and to carry out the transactions contemplated hereby and thereby. Each of the Asset Sellers is duly qualified or licensed to do business as a foreign corporation in, and (in jurisdictions where such concept is applicable) is in good standing under the laws of, each jurisdiction listed with respect to such Asset Seller on Schedule 3.1(a)(i)(B), which jurisdictions constitute the only jurisdictions wherein, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, the character of the properties owned by it, or the nature of its business, makes such licensing or qualification necessary, except where the failure to be so qualified, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a material Liability to any Acquired Business.

(ii) Acquired Companies. Each of the Acquired Companies is a company duly organized, validly existing and (in jurisdictions where such concept is applicable) in good standing under the laws of its jurisdiction of organization, which jurisdictions are listed on Schedule 3.1(a)(ii)(A). Each of the Acquired Companies has all requisite company power and authority to own, operate and lease its properties and to carry on its respective business as and where such business was conducted immediately prior to the date of this Agreement. Each of the Acquired Companies is duly qualified or licensed to do business as a foreign corporation in, and is in good standing under the laws of, each jurisdiction listed with respect to such Acquired Company on Schedule 3.1(a)(ii)(B), which jurisdictions constitute the only jurisdictions wherein the character of the properties owned by it, or the nature of its business, makes such licensing or qualification necessary, except where the failure to be so qualified, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a material Liability to any Acquired Business. Dover has provided to Buyer materially complete and accurate copies of the charter, bylaws and other organizational documents of each Acquired Company, each as amended to date. No Acquired Company is in material default under or in material violation of any provision of its charter, bylaws or other organizational documents, and there exists no condition or event which, after notice, lapse of time or both, would result in any such material default or material violation.

(b) Authority. The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by Dover pursuant hereto and the consummation by Dover of the transactions contemplated hereby and thereby have been duly authorized by Dover. The execution and delivery of the documents and instruments to be executed and delivered by any Equity Seller or Asset Seller pursuant hereto and the consummation by such Person of the transactions contemplated hereby and thereby will be duly authorized by such Person upon delivery thereof, or consummation thereby, as applicable, by such Equity Seller or Asset Seller. No other corporate act or proceeding on the part of Dover or its shareholders is necessary to authorize this Agreement or the other documents and instruments to be executed and delivered by Dover pursuant hereto or the consummation of the transactions contemplated hereby and thereby. Assuming the due execution and delivery by Buyer, this Agreement constitutes a valid and binding agreement of Dover, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar Laws relating to or affecting creditors’ rights generally, and by general equitable principles. When executed and delivered by each party thereto, the other documents and instruments to be executed and delivered by Dover, any Equity Seller or any Asset Seller pursuant hereto will constitute valid and binding agreements of such parties, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar Laws relating to or affecting creditors’ rights generally, and by general equitable principles.

(c) Ownership. Schedule 3.1(c)(i) sets forth the name, jurisdiction of organization, authorized equity interests and ownership of each of the Acquired Companies, and the names of the officers and directors of each Acquired Company. The Acquired Shares constitute all of the issued and outstanding shares of, and other equity interests in, the ECT Acquired Companies and the MT Acquired Companies. All of the Acquired Shares and other equity interests in any Acquired Company have been duly authorized and validly issued and are fully paid, non-assessable and free of all preemptive rights. Except as set forth on Schedule 3.1(c)(ii), (i) there are no securities convertible into, or exercisable or exchangeable for, any capital stock or other securities of any Acquired Company authorized or outstanding, (ii) there are no, and no Acquired Company has any obligation to issue any, options, warrants or other rights to purchase or subscribe to capital stock or other securities of any Acquired Company or securities that are convertible into, or exercisable or exchangeable for, capital stock or other securities of any Acquired Company, (iii) no Acquired Company has any obligation to issue or distribute to holders of any shares of its capital stock or other securities any evidences of indebtedness or assets of any Acquired Company, (iv) no Acquired Company has any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of capital stock or other securities of any Acquired Company or any interest therein or to pay any dividend or to make any other distribution in respect thereof, (v) there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to any Acquired Company, (vi) there are no Contracts of any kind relating to the issuance, sale or transfer of any capital stock or other securities of any Acquired Company, any such convertible, exercisable or exchangeable securities or any such options, warrants or other rights and (vii) no Acquired Company has issued any voting debt. Each of the Acquired Companies has issued and sold the Acquired Shares and other equity interests in any Acquired Company in material compliance with all applicable Laws. No Acquired Company owns or controls, directly or indirectly, or has any direct or indirect equity participation or similar interest in any Person that is not another Acquired Company.

(d) Title to Acquired Shares. Each Equity Seller is the sole record and beneficial owner of all of the Acquired Shares set forth opposite such Equity Sellers’s name on Schedule 3.1(d) and Exhibit A or Exhibit C, as applicable, free and clear of all Liens (other than restrictions on transfer imposed by applicable securities Law and Permitted Liens). No Equity Seller is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting or transfer of any Acquired Shares. Each Equity Seller has the power and authority to sell, transfer, assign and deliver the Acquired Shares to Buyer as provided in this Agreement, and such delivery will convey to Buyer good and valid title to such Acquired Shares, free and clear of any and all Liens (other than restrictions on transfer imposed by applicable securities Law).

(e) No Violation. Neither the execution and delivery by Dover, any Equity Seller or any Asset Seller, as the case may be, of this Agreement or the other documents and instruments to be executed and delivered by Dover, the Equity Sellers and the Asset Sellers pursuant hereto, nor the consummation by Dover, any Equity Seller or any Asset Seller of the transactions contemplated hereby and thereby (i) will violate any Law or Order applicable to Dover, any Equity Seller, any Asset Seller or any Acquired Company in any material respect, (ii) will require any authorization, consent or approval by, filing with or notice to any Governmental Entity (including any authorization, consent or approval required by any Competition Law applicable to the transactions contemplated hereby and any authorizations, consents, approvals, filings or notice requirements applicable with respect to the transfer of the Acquired Shares) except for (A) those identified on Schedule 3.1(e)(ii) and (B) such authorizations, consents, approvals, filings or notices, the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to adversely affect the Acquired Businesses in any material respect, prevent or materially delay the consummation of any of the transactions contemplated hereby or result in any material Liability to any Acquired Business or (iii) subject to obtaining the consents referred to in Schedule 3.1(e)(iii), will violate or conflict with, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, will result in the loss of a benefit, or the imposition of a Liability under, or will result in the termination of, or accelerate the performance required by, or result in the creation of any Lien (other than Permitted Liens) upon any of the Acquired Shares, Acquired Assets, or assets of the Acquired Companies under (A) any term or provision of the corporate charter, bylaws or similar organizational documents of Dover, any Equity Seller, any Asset Seller or any Acquired Company or (B) any Contract to which any Asset Seller (to the extent related to any Acquired Asset, Assumed Liability or Acquired Business) or any Acquired Company is a party or by which any Asset Seller (to the extent related to any Acquired Asset, Assumed Liability or Acquired Business) or any Acquired Company or any of their respective assets or properties are bound or affected, or any Permit held by any Asset Seller (to the extent related to any Acquired Asset, Assumed Liability or Acquired Business) or any Acquired Company, except, in the case of clause (B), for such violations, conflicts, defaults, terminations, accelerations or Liens that would not, individually or in the aggregate, reasonably be expected to adversely affect the Acquired Businesses in any material respect, prevent or materially delay the consummation of any of the transactions contemplated hereby or result in any material Liability to any Acquired Business.

(f) Financial Statements; Undisclosed Liabilities; Accounts Receivable; Inventory.

(i) Schedule 3.1(f)(i)(A) contains complete and accurate copies of the audited consolidated balance sheets of the Acquired Businesses as of December 31, 2010, 2011 and 2012 and the related audited consolidated statements of income and cash flows of the Acquired Businesses for each of the three (3) years then ended (collectively, the “Annual Financial Statements”) and the consolidated unaudited balance sheet of the Acquired Businesses as of June 30, 2013 (such date, the “Most Recent Balance Sheet Date” and such balance sheet, the “Most Recent Balance Sheet”) and the related consolidated unaudited statements of income and cash flows for the six (6) months then ended (the “Most Recent Financial Statements” and, collectively with the Annual Financial Statements, the “Financial Statements”). Except as set forth in Schedule 3.1(f)(i)(B), the Financial Statements (x) were prepared in accordance with GAAP as in effect on the date of such Financial Statements and applied on a consistent basis in such Financial Statements and (y) fairly present, in all material respects, the financial position, results of operations and cash flows of the Acquired Businesses on a consolidated basis as of their respective dates and for the respective periods covered thereby; provided that the Most Recent Financial Statements are subject to normal recurring year-end and audit adjustments (which, individually and in the aggregate, will not be material) and do not include footnotes.

(ii) Except (A) as set forth in Schedule 3.1(f)(ii), (B) to the extent expressly provided for on the face of the Most Recent Balance Sheet or described in the footnotes related thereto, (C) for Liabilities incurred in the Ordinary Course of Business since the Most Recent Balance Sheet Date and (D) for performance obligations under Contracts entered into in the Ordinary Course of Business, neither any Acquired Company nor, to the extent any such Liability is an Assumed Liability, any Asset Seller, is subject to any material Liabilities.

(iii) Each Acquired Company and, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, each Asset Seller maintains books and records accurately reflecting their respective assets and liabilities in all material respects and maintains internal controls and procedures which are designed to provide reasonable assurance that (A) the Financial Statements are fairly presented in all material respects, (B) transactions entered into by the Acquired Businesses are executed in accordance with management’s authorization, (C) transactions are recorded as necessary to permit the preparation of the consolidated financial statements of the Acquired Businesses in conformity with GAAP and with Dover Corporation’s internal accounting policies and to maintain accountability of assets, and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(iv) No Acquired Company or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, Asset Seller has effected any securitization transactions or “off-balance sheet arrangements” (as defined in Item 303 (a)(4) of Regulation S-K of the SEC). Except as set forth on Schedule 3.1(f)(iv), no Acquired Company nor, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, any Asset Seller has received any non-audit services from such entity’s respective auditors.

(v) All accounts receivable reflected on the Most Recent Balance Sheet (other than those paid since such date) are valid receivables subject to no setoffs or counterclaims and have arisen only from bona fide transactions in the Ordinary Course of Business, net of the applicable reserve for bad debts on the Most Recent Balance Sheet. All accounts receivable of any Acquired Company or included in the Acquired Assets that have arisen since the Most Recent Balance Sheet Date are valid receivables subject to no setoffs or counterclaims and have arisen only from bona fide transactions in the Ordinary Course of Business, net of a reserve for bad debts related to such accounts receivable in an amount proportionate to the reserve shown on the Most Recent Balance Sheet. No Acquired Company or Asset Seller has received any written notice from an account debtor stating that any account receivable of any Acquired Company or that is included in the Acquired Assets in an amount in excess of $5,000 is subject to any contest, claim or set off by such account debtor, except for such accounts receivable that are adequately reserved for in the Financial Statements.

(vi) All inventory of the Acquired Companies or included in the Acquired Assets, whether or not reflected on the Most Recent Balance Sheet, consists of a quality and quantity usable and saleable in the Ordinary Course of Business in all material respects, except for obsolete items and items of below-standard quality, all of which have been written-off, written-down to net realizable value or adequately reserved for, on the Most Recent Balance Sheet.

(g) Tax Matters. Except as set forth in Schedule 3.1(g):

(i) Tax Filings and Payments. Each Acquired Company (or applicable Consolidated Tax Group of which an Acquired Company is or was a member) has properly filed on a timely basis all Tax Returns that it was required to file, and all such Tax Returns are true, correct and complete in all material respects. All Taxes shown to be due on such Tax Returns have been timely paid. Each Acquired Company (or applicable Consolidated Tax Group) has paid on a timely basis all Taxes, whether or not shown on any Tax Return, that were due and payable and for which the Acquired Company was liable.

(ii) Audits. No examination or audit or similar Proceeding relating to any Tax Return of the Acquired Companies by any Governmental Entity is currently in progress or has been threatened in writing. None of the Acquired Companies has (A) agreed in writing to waive any statute of limitations with respect to Taxes or agreed in writing to extend the period for assessment or collection of any Taxes, which waiver or extension is still in effect, or (B) requested in writing any extension of time within which to file any Tax Return, which Tax Return has not yet been filed. All material deficiencies asserted in writing or assessments made in writing as a result of any examination of the Tax Returns referred to in Section 3.1(g)(i) have been paid in full or otherwise resolved. There are no material Liens for Taxes upon the assets of the Acquired Companies or the Acquired Assets except for Permitted Liens for Taxes not yet due.

(iii) Withholding Taxes. All material Taxes which the Acquired Companies are required by Law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate Governmental Entity or set aside or reserved on the books of the Acquired Companies, as relevant. The Acquired Companies have complied with all information reporting and backup withholding requirements, including the maintenance of required records with respect thereto, in connection with amounts paid to any employee, independent contractor, creditor, or other third party.

(iv) Divisive Transactions. During the last three (3) years, none of the Acquired Companies has been a party to any transaction treated by the parties thereto as one to which Section 355 of the Code applied.

(v) Affiliated Group. None of the Acquired Companies is or has ever been a member of a Consolidated Tax Group, other than a Consolidated Tax Group of which the common parent is Dover Corporation or an entity that is presently a direct or indirect Subsidiary of Dover Corporation. Except as a result of filing consolidated, combined, unitary or similar Tax Returns with such a Consolidated Tax Group, none of the Acquired Businesses has any actual or potential Liability for the Taxes of another Person under Treasury Regulation Section 1.1502-6 (or any comparable or similar provision of federal, state, local or foreign Law) or as a transferee or successor.

(vi) Tax Returns. Dover has made available to Buyer complete and accurate copies of all material Tax Returns filed by or on behalf of the Acquired Companies (which, in the case of Tax Returns of a Consolidated Tax Group, shall be limited to the portions of such Tax Returns relating to the Acquired Companies) relating to 2009, 2010 and 2011.

(vii) Basis Reduction. The sale of the Acquired Shares pursuant to this Agreement will not result in the reduction of any Tax Attributes of any Acquired Company pursuant to the rules of Treasury Regulation Section 1.1502-36. None of the Acquired Companies has incurred (or been allocated) any dual consolidated loss within the meaning of Section 1503 of the Code.

(viii) FIRPTA. No transaction contemplated by this Agreement is subject to withholding under Section 1445 of the Code (relating to “FIRPTA”).

(ix) Adjustments After the Closing Date. None of the Acquired Companies will be required to include any item of income in, or exclude any item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of (A) any adjustments under Section 481 of the Code (or any similar adjustments under any corresponding provision of state, local or foreign Tax Law) as a result of a change of any method of accounting in a taxable year or period ending on or prior to the Closing Date, or (B) any written closing agreements as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Tax Law) executed on or prior to the Closing Date.

(x) Pass-Through Interests. None of the Acquired Companies has made an entity classification (“check-the-box”) election under Section 7701.

(xi) Reportable Transactions. With respect to each transaction in which any of the Acquired Companies has participated that is a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1), such participation has been properly disclosed on IRS Form 8886 (Reportable Transaction Disclosure Statement) and on any corresponding form required under state or local law.

(xii) Notwithstanding anything to the contrary in this Agreement, nothing in this Section 3.1(g) (other than Sections 3.1(g)(ix) and (x)) shall cause Dover to be liable for any Taxes for which Dover is not expressly liable pursuant to Section 5.1 (relating to Tax matters).

(h) Absence of Certain Changes. Since the Most Recent Balance Sheet Date through the date hereof, (i) there has been no Material Adverse Effect and (ii) except as set forth in Schedule 3.1(h), the Acquired Businesses have been conducted only in the Ordinary Course of Business. Without limiting the generality of the foregoing, since the Most Recent Balance Sheet Date through the date hereof, except as set forth in Schedule 3.1(h), none of the Acquired Companies or the Asset Sellers (with respect to the Acquired Assets) has taken any action which, if taken after the date hereof and prior to the Closing, would require the consent of Buyer pursuant to Section 4.2.

(i) No Proceedings. Except as set forth in Schedule 3.1(i), there are no outstanding Orders involving any of the Acquired Companies or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, any Asset Seller, and there are no pending or, to Dover’s Knowledge, threatened, (i) Proceedings involving Dover or any of its Affiliates seeking to prevent or delay the transactions contemplated hereby or (ii) Proceedings involving any Acquired Company or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, any Asset Seller which, if decided adversely, would reasonably be expected to result in a material Liability to any Acquired Business.

(j) Compliance With Laws and Orders. Except as set forth in Schedule 3.1(j), (i) no Acquired Company or Asset Seller is conducting, or has conducted since January 1, 2010, any of the Acquired Businesses in violation in any material respect of any applicable Laws or Orders, and (ii) since January 1, 2010, neither Dover nor any of its Affiliates has received written or, to Dover’s Knowledge, any other notice indicating that any of the Acquired Businesses is not being, or has not been, conducted in all material respects in accordance with applicable Law or Orders.

(k) Licenses and Permits. Schedule 3.1(k)(i) sets forth a list of all material Permits held by any Acquired Company or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, Asset Seller. Except as set forth in Schedule 3.1(k)(ii), each Acquired Company and each Assets Seller owns, holds or possesses all material Permits required for the conduct of the Acquired Businesses substantially as they are currently conducted. Each such material Permit is in full force and effect and each Acquired Company and each Asset Seller is currently, and has been since January 1, 2010, in material compliance with each such material Permit. To the Knowledge of the Dover, no suspension or cancellation of any such material Permit is threatened and there is no basis for believing that any such Permit will not be renewable upon expiration.

(l) Environmental Matters. Except as set forth in Schedule 3.1(l):

(i) the operations of each Acquired Business comply, and, since January 1, 2010, have complied, in all material respects, with all applicable Environmental Laws and all Permits required to be obtained with respect to such operations under applicable Environmental Laws (“Environmental Permits”);

(ii) since January 1, 2010, no Hazardous Substances have been produced, sold, used, stored, transported, handled, released, discharged or disposed of at or from the Acquired Real Property, or at any real property previously owned, leased, or operated by any Acquired Company or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, Asset Seller or any predecessor entity, in a manner or in a quantity or condition that would reasonably be expected to give rise to any material Liability under any Environmental Laws, and no Acquired Company or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, Asset Seller has any material Liability arising from the release of any Hazardous Substance into the environment;

(iii) No Acquired Company or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, Asset Seller is a party to or bound by any Order or other legally binding agreement with any Governmental Entity entered into in connection with any legal Liability arising under any Environmental Law that has not been satisfied or fulfilled in all material respects;

(iv) to Dover’s Knowledge, no facts, events or conditions relating to any property formerly (for which any Acquired Company or Asset Seller would have Liability under Environmental Laws) or currently owned, leased or operated by any Acquired Company or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, Asset Seller will prevent, hinder or limit continued material compliance with any Environmental Laws thereby, or give rise to any material investigatory, remedial or corrective obligations or other material Liability under any Environmental Laws on the part of any Acquired Company or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, Asset Seller;

(v) there are no existing or, to Dover’s Knowledge, threatened Proceedings instituted or pending that arise out of any alleged violation of or Liability under any Environmental Laws by any Acquired Company or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, any Asset Seller; and

(vi) the Acquired Companies and Asset Sellers possess all material Environmental Permits required to operate the Acquired Businesses, and each Environmental Permit held by any Acquired Company is in full force and effect.

(vii) Dover has made available to Buyer materially complete and accurate copies of all environmental assessment reports and audits relating to premises currently operated and, to Dover’s Knowledge, formerly operated by any Acquired Company, or to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, any Asset Seller, which Dover or any of its Affiliates has in its possession or control.

Notwithstanding anything to the contrary contained herein, none of the representations and warranties contained elsewhere in this Section 3.1 shall relate to environmental matters, which are exclusively the subject of this Section 3.1(l).

(m) Title to Acquired Assets; Sufficiency of Assets. Each Business Asset Seller has sole good and valid title to or, with respect to leased personal property, valid leasehold interests in, all of the Acquired Assets of such Business Asset Seller, as applicable, and the

Acquired Assets owned or purported to be owned by such Business Asset Seller are held free and clear of all Liens (other than Permitted Liens and, in the case of Acquired Real Property, Permitted Real Property Exceptions). Each Acquired Company has sole good and valid title to or, with respect to leased personal property, valid leasehold interests in, all of the assets, rights and properties of such Acquired Company, as applicable, and the assets, rights and properties owned or purported to be owned by each Acquired Company are held free and clear of all Liens (other than Permitted Liens and, in the case of Acquired Real Property, Permitted Real Property Exceptions). Upon execution and delivery of the instruments of conveyance referred to in Section 8.2(b), Buyer or a Designated Purchaser will become the true and lawful owner of, and receive good and valid title to, or a valid lease or license to use, all of the Acquired Assets. Except for the services to be provided by Dover following the Closing pursuant to Exhibits X-0, X-0, X-0, X-00, X-00, X-00, X-00, X-00, X-00, X-00x, X-00, X-00, X-00, X-00, X-00, X-00, X-00, X-00, X-00 and A-37 of the Transition Services Agreement, the assets, rights and properties to which an Acquired Company has good and valid title or a valid lease or license to use, together with the Acquired Assets, are sufficient for the conduct of the Acquired Businesses as presently conducted or as has been conducted since January 1, 2010. Each such tangible asset is reflected in the Financial Statements (other than to the extent acquired since the date hereof in the Ordinary Course of Business), is in good operating condition and repair (subject to normal wear and tear) and is suitable in all material respects for the purposes for which it presently is used by the applicable Acquired Company or Business Asset Seller. Other than the Acquired Registered IP, ECT Assets, MT Assets and any Intellectual Property exclusively related to the ProWorks system of solutions as assigned to Dover by Xxxxxxx Xxxxxxx Technologies LLC, pursuant to an Assignment of Intellectual Property Agreement effective as of August 23, 2013, no Intellectual Property owned by or licensed to Dover or any of its Affiliates is necessary or useful for the conduct of any of the Acquired Businesses as presently conducted or as has been conducted during the twelve (12) months preceding the date of this Agreement.

(n) Real Property.

(i) Schedule 3.1(n)(i) sets forth a true and complete list of (A) all real property leasehold and subleasehold interests or rights to use or occupy held by the Acquired Companies and Business Asset Sellers (the “Acquired Leased Real Property”) and the Acquired Company or Business Asset Seller which holds such interest or right to use or occupy, (B) all leases, subleases, licenses and other agreements for the use and occupancy by the Acquired Companies and Business Asset Sellers of such Acquired Leased Real Property (the “Leases”), and (C) all owned real property of the Acquired Companies and all real property included in the Acquired Assets (the “Acquired Owned Real Property” and, together with the Acquired Leased Real Property, the “Acquired Real Property”) and the Business Asset Seller or Acquired Company which owns such Acquired Owned Real Property. The Acquired Real Property constitutes all of the real property used in the Acquired Businesses.

(ii) Each Acquired Company and Business Asset Seller identified in Schedule 3.1(n)(i) has valid leasehold or subleasehold interests or rights to use or occupy the Acquired Leased Real Property, subject, in the case of Acquired Owned Real Property, only to Permitted Real Property Exceptions. Each Lease is legal, binding, valid, enforceable and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to adversely affect any Acquired Business in any material respect. None of the Acquired

Companies or Business Asset Sellers, as applicable, or, to the Knowledge of Dover, any other party thereto, is in or, to the Knowledge of Dover, is alleged to be in, breach or default in any material respect under any Lease, nor does there exist any event or condition which, after notice, lapse of time or both, would result in any such breach or default by any Acquired Company or Business Asset Seller or, to the Knowledge of Dover, any other party thereto. Except as set forth on Schedule 3.1(n)(ii), there are no disputes, oral agreements, forbearance programs, licenses, collateral assurances, undertakings, side agreements or concessions in effect as to any Lease. No Acquired Company or Business Asset Seller has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold under any Lease. All facilities leased or subleased pursuant to any Lease are supplied with utilities and other services adequate in all material respects for the operation of said facilities. To Dover’s Knowledge, there is no Lien, easement, covenant or other restriction applicable to the real property subject to any Lease which would reasonably be expected to impair the current uses or the occupancy by any Acquired Company or Business Asset Seller of the property subject thereto. No construction, alteration or other leasehold improvement work with respect to any Lease remains to be paid for or performed by any Acquired Company or Business Asset Seller.

(iii) Each Acquired Company or Business Asset Seller identified in Schedule 3.1(n)(i) owns fee simple good and marketable title to the Acquired Owned Real Property, insurable, in the case of property located in the United States, by a recognized national title insurance company at standard rates, free and clear of any Lien, subject only to Permitted Liens and, in the case of Acquired Real Property, Permitted Real Property Exceptions.

(iv) The Acquired Owned Real Property is not subject to any Order to be sold or condemned, expropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefor, and to the Knowledge of Dover, no such condemnation, expropriation or taking has been proposed.

(v) Except as set forth on Schedule 3.1(n)(i), there are no leases, subleases, licenses or agreements, written or oral, granting to any party or parties (other than the applicable Business Asset Seller or Acquired Company) the right of use or occupancy of any portion of any Acquired Owned Real Property.

(vi) There are no outstanding options or rights of first refusal to purchase any Acquired Owned Real Property, or any portion thereof or interest therein.

(vii) To Dover’s Knowledge, all facilities located on any Acquired Owned Real Property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate for their present use and in accordance with all applicable Laws.

(viii) No Business Asset Seller or Acquired Company has received notice of and, to the Knowledge of Dover, there is no proposed or pending proceeding to change or redefine the zoning classification of all or any portion of any Acquired Owned Real Property.

(ix) The improvements constructed on any Acquired Owned Real Property are in good condition and proper order, free of roof leaks, insect infestation, and material construction defects, and all mechanical and utility systems servicing such improvements are in good condition and proper working order, free of material defects.

(x) Such Acquired Owned Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.

(xi) Dover has provided to Buyer materially complete and accurate copies of all of the following materials relating to each parcel of Acquired Owned Real Property, to the extent in the possession or control of Dover or any of its Affiliates: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Acquired Owned Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, environmental assessment and similar reports.

(o) Material Contracts. Schedule 3.1(o) sets forth a list, as of the date hereof, (separately identifying applicable agreements by each subsection of this Section 3.1(o)) of each of the following types of Contracts to which any Acquired Company or Asset Seller is a party, or to which any of their respective assets, rights or properties are subject or bound; provided, that in the case of the Asset Sellers, solely to the extent related to the Acquired Businesses or Acquired Assets (each, a “Material Contract”):

(i) any Contract (or group of related contracts) for the purchase (by any Acquired Company or Asset Seller) of services, supplies, raw materials, components, equipment or other goods which, in the fiscal year ended December 31, 2012 involved, or in the fiscal year ending December 31, 2013 is reasonably expected to involve, the payment of more than $250,000;

(ii) any Contract (or group of related contracts) for the sale (by any Acquired Company or Asset Seller) of any services or products which, in the fiscal year ended December 31, 2012 involved, or in the fiscal year ending December 31, 2013 is reasonably expected to involve, the payment of more than $250,000;

(iii) any agency, distributor, sales representative, franchise or similar agreements;

(iv) any Contract (or group of related contracts) for capital expenditures involving payments of more than $50,000;

(v) any Contract under which any Acquired Company or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, any Asset Seller has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness in excess of $100,000 or under which it has imposed (or may impose) a Lien (other than Permitted Liens and, in the case of Acquired Real Property, Permitted Real Property Exceptions) on any of its material assets, rights or properties, tangible or intangible;

(vi) any Contract for the disposition of any material portion of the assets or business of any Acquired Company or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, any Asset Seller (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business);

(vii) any agreement which contains any provisions requiring any Acquired Company or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, any Asset Seller, to indemnify any other Person, which indemnification obligations arising under such agreement are reasonably expected to be material;

(viii) any employment Contract with a Current Employee involving Liability for payment of annual base wages or base salaries in excess of $100,000 after the date hereof, other than any offer letter used by any Acquired Business in the Ordinary Course of Business;

(ix) any Contract that (A) restricts the ability of any Acquired Company or, to the extent related to any Acquired Business, any Asset Seller or any of its respective Affiliates to enter into or engage in any market or line of business, (B) provides for “most favored nation” pricing terms or (C) establishes an exclusive sale or purchase obligation with respect to any Product or any geographic location;

(x) any partnership, joint venture or other similar Contract;

(xi) any personal property lease involving future Liability for rental payments in excess of $100,000;

(xii) any Contract material to any of the Acquired Companies or any Acquired Business pursuant to which any right or access has been assigned, transferred, licensed, distributed or otherwise granted to any Person, or any covenant not to assert any right has been granted to any Person, with respect to any (A) Acquired Companies Owned IP or (B) any Acquired Owned IP, excluding, in both of the foregoing clauses (A) and (B), off-the-shelf software that is available generally through retail stores or distribution networks or is otherwise subject to “shrink-wrap” or “click-through” license agreements, including any software pre-installed in the Ordinary Course of Business as a standard part of hardware purchased from third parties;

(xiii) any Contract material to any of the Acquired Companies or any Acquired Business pursuant to which Dover or any of its Affiliates Exploits (A) any Acquired Companies IP or (B) any Acquired IP, excluding, in the case of both of the foregoing clauses (A) and (B), off-the-shelf software that is available generally through retail stores or distribution networks or is otherwise subject to “shrink-wrap” or “click-through” license agreements, including any software pre-installed in the Ordinary Course of Business as a standard part of hardware purchased from third parties;

(xiv) any prime contract, subcontract, basic ordering agreement, letter contract, purchase order, delivery order, change order, arrangement or other commitment of any kind with any Governmental Entity, any prime contractor to a Governmental Entity or any subcontractor to any such Governmental Entity or prime contractor;

(xv) any settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled);

(xvi) any Contract that would (A) upon or following the Closing, grant any Person a license or other right to use any Intellectual Property of Buyer or any of its Affiliates (other than an Acquired Company), other than Acquired Owned IP, or (B) upon or following the Closing, or otherwise as a result of the execution or consummation of this Agreement, or any transaction contemplated by this Agreement, grant any Person (other than Buyer and the Designated Purchasers) a license or other right with respect to any Acquired Owned IP, Acquired Companies Owned IP or Acquired Exclusive IP, which license or other right had not been granted prior to the date hereof pursuant to such Contract ; and

(xvii) any other Contract that is otherwise material to either Acquired Business.

Dover has provided to Buyer a complete and accurate copy of each Material Contract (as amended to date). Except as set forth in Schedule 3.1(o), each Material Contract and each Lease is in full force and effect and constitutes a legal, valid and binding obligation of the Acquired Company or Asset Seller that is party thereto and, to Dover’s Knowledge, the other party or parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and by general equitable principles. Except as set forth in Schedule 3.1(o), each Acquired Company or Asset Seller and, to the Knowledge of Dover, each other party thereto is, and has been, in compliance in all material respects with each Material Contract and each Lease, in each case, to which it is a party, and there is no event or condition which, after notice or lapse of time or both, would result in any such noncompliance by any Acquired Company or Asset Seller or, to the Knowledge of Dover, any other party thereto.

(p) Employee Benefits.

(i) Schedule 3.1(p)(i) lists each Benefit Plan (other than employment agreements (which, for the avoidance doubt, are addressed in Section 3.1(o)(viii))), in each case, identifying the jurisdiction where such Benefit Plan is maintained. Dover has provided to Buyer a complete and accurate copy of the plan document and amendments thereto, any current written plan summary, and the most recent determination letter, if applicable. Schedule 3.1(p)(i) identifies each Benefit Plan that is an Assumed Benefit Plan.

(ii) Each Assumed Benefit Plan is, and has been, administered, in compliance in all material respects with all applicable Laws and Tax regulations and the provisions of such Assumed Benefit Plan.

(iii) No material Proceeding (excluding claims for benefits incurred in the Ordinary Course of Business) has been brought or is pending or, to the Knowledge of Dover, is threatened against or with respect to any Assumed Benefit Plan with respect to any Current Employee or individual contractor or former employee or individual contractor of any Acquired Business.

(iv) All contributions (including all employer contributions and employee salary reduction contributions) and premiums required to be made to or with respect to each Assumed Benefit Plan with respect to the service of Current Employees or former employees of the Business Asset Sellers or any Acquired Company as of the Closing Date and all contributions and premiums for any period ending on or before the Closing Date that are not yet due have been made or have been properly accrued for in the books and records of the Acquired Companies.

(v) All Benefit Plans that are intended to be qualified under Section 401(a) of the Code have received determination letters from the IRS to the effect that such Benefit Plans are qualified and the plans and the trusts related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, no such determination letter has been revoked and revocation has not been threatened, and no such Benefit Plan has been amended since the date of its most recent determination letter or application therefor in any respect, and no act or omission has occurred, that would reasonably be expected to adversely affect its qualification.

(vi) Each Seller Pension Plan has satisfied the requirements of Sections 412, 430 and 436 of the Code and Sections 302 and 303 of ERISA, and no such Seller Pension Plan is in “at-risk status” within the meaning of Section 430(i)(4) of the Code or Section 303(i)(4) of ERISA or subject to the limitations of Section 436 of the Code. No Seller Pension Plan currently has an accumulated funding deficiency within the meaning of Section 302 of ERISA or Section 412 of the Code, nor has any waiver of the minimum funding standards of Section 302 of ERISA and Section 412 of the Code been requested from or granted by the IRS with respect to any Seller Pension Plan; no Lien in favor of any Seller Pension Plan has arisen under former Section 412(n) or current Section 430(k) of the Code or former Section 302(f) or current Section 303(k) of ERISA. Neither the Seller nor any ERISA Affiliate has been required to or chosen to provide security to any defined benefit pension plan pursuant to former Section 401(a)(29) or current Section 436(f) of the Code or Sections 306 or 307 of ERISA. With respect to the Seller and its ERISA Affiliates, there has not been and the transactions contemplated by this Agreement are not reasonably expected to cause (i) a withdrawal from a Benefit Plan subject to Section 4063 of ERISA during a plan year in which such entity was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (ii) the filing of a notice of intent to terminate, the treatment of a Benefit Plan amendment as a termination under Section 4041 of ERISA, or the commencement of proceedings by the PBGC to terminate a Benefit Plan; (iii) an event or condition that constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Benefit Plan; (iv) any failure to make timely premium payments under Section 4007 of ERISA; (v) the use of any amortization extensions or other funding relief under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010; (v) any requirement to file a report with the PBGC under ERISA Section 4010; or (vi) a “Reportable Event” within the meaning of Section 4043 of ERISA and the regulations and interpretations thereunder that has not been fully and accurately reported in a timely fashion, as required, or which, whether or not reported, would constitute grounds for the PBGC to institute termination proceedings with respect to any Benefit Plan. No notice of a Reportable Event for which the 30 day reporting requirement has not been waived or extended (without regard to the waiver under PBGC Reg. Section 4043.66), has been required to be filed for any Seller Pension Plan since December 31, 2005 or will be required to be filed in connection with the transaction contemplated hereby.

(vii) At no time has any Acquired Company, Business Asset Seller or any ERISA Affiliate of any Acquired Company or Business Asset Seller been obligated to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) with respect to which Buyer or any of the Acquired Companies could incur any Liability or obligation.

(viii) There are no unfunded obligations under any Benefit Plan providing health or welfare benefits after termination of employment to any Current Employees or contractors or former employees or contractors of any Acquired Company, but excluding continuation of health coverage solely at the expense of the participant required to be continued under Section 4980B of the Code or other applicable Law, insurance conversion privileges under state Law and health coverage provided during any post-termination severance period of not more than three (3) years.

(ix) No act or omission has occurred with respect to any Benefit Plan that would reasonably be expected to subject Buyer to (A) any material fine, penalty, Tax or Liability of any kind imposed under ERISA or the Code or (B) any contractual indemnification or contribution obligation, in each case, other than contributions or benefits payable pursuant to the terms of such Benefit Plans.

(x) Schedule 3.1(p)(x) identifies each: (A) Assumed Benefit Plan covering any Current Employee (1) the benefits of which are contingent, or the terms of which are altered, upon the occurrence of the transactions contemplated by this Agreement, or (2) providing any tax gross-ups or tax indemnification; (B) agreement, plan or arrangement under which any Person will receive payments from any Acquired Company or Business Asset Seller that will be subject to the tax imposed by Section 4999 of the Code as a result of the transactions contemplated by this Agreement; and (C) Assumed Benefit Plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.

(xi) Each individual who has received compensation for the performance of services for any Acquired Business has been reasonably classified as an employee or independent contractor in accordance with applicable Law.

(xii) Each Assumed Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Code Section 409A(d)(1)) has been operated since January 1, 2005 in a manner that would be reasonably expected to comply with Code Section 409A.

(q) Labor Matters.

(i) Dover has provided to Buyer a true and complete list of all Current Employees, and, for each such Current Employee, the names of their employer companies, their positions (including whether full-time or part-time, regular, temporary, casual, probationary or spare), locations, current annual rates of compensation (including, as applicable, their current hourly or base salary rates and any portion of such annual rates attributable to bonus,

commission and/or other compensation) and the countries in which they are employed; provided, however, that such list shall have been redacted if, and only to the extent, required by applicable Law. The Current Employees constitute all of the employees that are employed exclusively or primarily in, or that provide services exclusively or primarily to or on behalf of, any Acquired Business. Each Current Employee and past employee of any Acquired Company and/or Business Asset Seller, whose employment with an Acquired Company and/or Business Asset Seller ended within the twenty-four (24) months prior to the date of this Agreement, has entered into a confidentiality and assignment of inventions agreement with the Acquired Company or Business Asset Seller by which he/she is or was employed, a complete and accurate copy or form of which has previously been provided to Buyer, and no such Current Employee or past employee has excluded works or inventions from his/her assignment of inventions pursuant to such agreement. Schedule 3.1(q)(i) contains a list of each Current Employee and past employee of any Acquired Company or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, Business Asset Seller who is a party to a non-expired non-competition agreement with the Acquired Company or Business Asset Seller by which he/she is or was employed, a complete and accurate copy or form of which has previously been provided to Buyer. All of the agreements referenced in the two preceding sentences are assignable by the applicable Acquired Company or Business Asset Seller to Buyer, and will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing.

(ii) Except as set forth in Schedule 3.1(q)(ii), (A) no work stoppage, slowdown, labor strike or lockout against or by any Acquired Company or Business Asset Seller is pending or reasonably anticipated or, to Dover’s Knowledge, threatened with respect to the Current Employees, nor has any Acquired Company or Business Asset Seller engaged in a lockout or suffered any strike, picketing, slowdown or work stoppage by any group of Current Employees during the past twenty-four (24) months; (B) to Dover’s Knowledge, there are no activities, proceedings or attempts of any labor union to organize any Current Employees, nor has there been any such activity, proceeding or attempt during the past twenty-four (24) months; (C) there are no Proceedings pending, or, to the Knowledge of Dover, threatened or reasonably anticipated relating to any labor, safety, wage and hour, employee classification, workers’ compensation, immigration, discrimination or any other employment related matters involving any Current Employees, including charges of unfair labor practices, contract grievances under any collective bargaining agreement, other administrative charges, claims, grievances, or discrimination complaints, except those which, individually or in aggregate, would not reasonably be expected to result in a material Liability to any Acquired Business; (D) no Acquired Company or Business Asset Seller is a party to, or bound by, any collective bargaining or works council agreement with respect to Current Employees and no collective bargaining agreement or works council agreement is being negotiated by any Acquired Company or Business Asset Seller with respect to the Current Employees; and (E) each Acquired Company and, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, Business Asset Seller is currently, and, since January 1, 2010, has been, in material compliance with all applicable Laws in any jurisdiction relating to the employment of labor, including those related to wages, hours, employment discrimination, employee classification, occupational safety and health, workers’ compensation, immigration, collective bargaining and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Entity.

(iii) No Business Asset Seller or Acquired Company has received any communication since January 1, 2010 with respect to the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of any Acquired Company or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, Business Asset Seller and, to the Knowledge of Dover, no such investigation is threatened or in progress.

(iv) To the Knowledge of Dover, each Current Employee employed in the United States is a citizen or permanent resident of the United States, except as set forth on Schedule 3.1(q)(iv), which also indicates immigration status for each individual listed on such Schedule and the date that work authorization is scheduled to expire. To Dover’s Knowledge, each Current Employee working in a country other than the one of which such employee is a national has a valid work permit or visa enabling him/her to work lawfully in the country in which such individual is employed.

(v) Except as set forth in Schedule 3.1(q)(v), there are no amounts of compensation outstanding as of the date hereof (including bonuses and other accrued liabilities) to any Current Employee or former employee of any Acquired Company or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, Business Asset Seller (other than accrued amounts representing salary, bonus entitlements due for the current pay period, accrued vacation pay or for the reimbursement of legitimate business expenses).

(r) Intellectual Property.

(i) Schedule 3.1(r)(i) sets forth a list, as of the date hereof, of:

(A) the following categories of (I) Acquired Owned IP, and (II) other Acquired IP (except, with respect to clause (II), for any such other Acquired IP (y) consisting of off-the-shelf software that is available generally through retail stores or distribution networks or is otherwise subject to “shrink-wrap” or “click-through” license agreements (including any software pre-installed in the Ordinary Course of Business as a standard part of hardware purchased from third parties), or (z) with respect to which the grant of a right or license to, or the making available of, such other Acquired IP is incidental to the subject matter of a Contract not primarily related to a grant of right or license to, or the making available of, such other Acquired IP and which other Acquired IP is not material to any of the Acquired Businesses): (1) all registered, applied for and material unregistered Trademarks; (2) all Patents; (3) all registered and applied for Copyrights; (4) all Internet domain names; and (5) all material Software; and

(B) the following categories of (I) Acquired Companies Owned IP, and (II) other Acquired Companies IP (except, with respect to clause (II), for any such other Acquired Companies IP (y) consisting of off-the-shelf software that is available generally through retail stores or distribution networks or is otherwise subject to “shrink-wrap” or “click-through” license agreements (including any software pre-installed in the Ordinary Course of Business as a standard part of hardware purchased from third parties), or (z) in respect to which the grant of a right or license to, or the making available of, any such other Acquired Companies IP is incidental to the subject matter of a Contract not primarily related to a grant of right or

license to, or the making available of, such other Acquired Companies IP and which other Acquired Companies IP is not material to any of the Acquired Businesses): (1) all registered, applied for and material unregistered Trademarks; (2) all Patents; (3) all registered and applied for Copyrights; (4) all Internet domain names; and (5) all material Software.

With respect to each such item of the Acquired Owned IP and the Acquired Companies Owned IP, in each case which is issued, granted or registered by or with any domestic or foreign Governmental Entity or Internet domain name registrar or for which an application therefor has been filed with any such Governmental Entity or Internet domain name registrar, Schedule 3.1(r)(i) sets forth, on an item-by-item and jurisdiction-by-jurisdiction basis, (w) the title of such item, (x) the application, registration or renewal numbers, (y) the jurisdiction where such Intellectual Property is registered or where such applications have been filed, and (z) the name of the current registrant, applicant or owner of record.

(ii) Except as otherwise set forth in Schedule 3.1(r)(ii) or as would not, individually or in the aggregate, reasonably be expected to adversely affect any of the Acquired Businesses in any material respect, (A) the Registered IP Sellers are the sole owner of all right, title and interest in and to (free and clear of all Liens, except Permitted Liens) the Acquired Registered IP, (B) each Asset Seller (1) is the sole owner of all right, title and interest in and to (free and clear of all Liens, except Permitted Liens) the Acquired Owned IP and (2) has the valid right to use all other Acquired IP and each item of such other Acquired IP will be available for use by the Buyer or the relevant Designated Purchaser(s) immediately following the Closing on substantially identical terms and conditions as it was immediately prior to the Closing, and (C) each Acquired Company (1) is the sole owner of all right, title and interest in and to (free and clear of all Liens, except Permitted Liens) all Acquired Companies Owned IP, including the Acquired Companies Owned IP set forth next to such Acquired Company’s name in Schedule 3.1(r)(ii)(C) and (2) has the valid right to use any other Acquired Companies IP and each item of such other Acquired Companies IP will be available for use by the applicable Acquired Company immediately following the Closing on substantially identical terms and conditions as it was immediately prior to the Closing. Each Acquired Company’s rights in the Acquired Companies IP (other than the Acquired Companies Owned IP) is free and clear of all Liens (other than (x) Permitted Liens, (y) Liens imposed by the terms and conditions of any Contract under which such Acquired Companies IP (other than the Acquired Companies Owned IP) is in-licensed by such Acquired Company, and (z) the terms and conditions of any Contract (i) for off-the-shelf software that is available generally through retail stores or distribution networks or is otherwise subject to “shrink-wrap” or “click-through” license agreements (including any software pre-installed in the Ordinary Course of Business as a standard part of hardware purchased from third parties) under which such Acquired Companies IP (other than the Acquired Companies Owned IP) is in-licensed by such Acquired Company, and (ii) with respect to which the grant of a right or license to, or the making available of, any such Acquired Companies IP is incidental to the subject matter of a Contract not primarily related to a grant of right or license to, or the making available of, such Acquired Companies IP, and which Acquired Companies IP is not material to any of the Acquired Businesses).

(iii) Except as set forth on Schedule 3.1(r)(iii) or as would not, individually or in the aggregate, reasonably be expected to adversely affect any of the Acquired Businesses in any material respect, (A) since January 1, 2010, no Person has asserted in writing

or threatened in writing to assert, any claims (1) contesting the right of any Asset Seller or Acquired Company to use, exercise, sell, license, transfer or dispose of Intellectual Property (x) owned by or exclusively licensed in any field to an Acquired Company or (y) owned by or exclusively licensed in any field to an Asset Seller and used in any of the Acquired Businesses, or (2) challenging the ownership, validity or enforceability of any such Intellectual Property, (B) no Acquired Owned IP or Acquired Companies Owned IP, or, to Dover’s Knowledge, any other Acquired IP or any other Acquired Companies IP which is material to the operation of any of the Acquired Businesses and in which an Acquired Company or an Asset Seller has (or purports to have) an exclusive license or similar exclusive right in any field, or, to Dover’s Knowledge (but without a duty of inquiry), any other Acquired IP or any other Acquired Companies IP which is material to the operation of any of the Acquired Businesses, is subject to any outstanding Order related to such Intellectual Property or restricting in any manner the licensing, assignment, transfer, use or conveyance of such Intellectual Property by any of the Acquired Companies or any of the Asset Sellers or, following the Closing, Buyer or any of its Affiliates, (C) to Dover’s Knowledge, no Person is infringing, violating or misappropriating any (1) Acquired Companies Owned IP, (2) any other Acquired Companies IP in which an Acquired Company has (or purports to have) an exclusive license or similar exclusive right in any field (the foregoing clauses (1) and (2) collectively, the “Acquired Companies Exclusive IP”), (3) Acquired Owned IP or (4) any other Acquired IP in which an Asset Seller has (or purports to have) an exclusive license or similar exclusive right in any field (the foregoing clauses (3) and (4) collectively, the “Acquired Exclusive IP”), and (D) Dover and its Affiliates have complied with their respective applicable legal duties of candor and disclosure to the United States Patent and Trademark Office and any relevant foreign patent office with respect to all Patent and Trademark applications filed by or on behalf of Dover or any of its Affiliates, which applications (or related continuations, continuations-in-part or divisionals) or patents issuing therefrom are included in the Acquired Owned IP, Acquired Companies Owned IP, Acquired Exclusive IP which Dover or any of its Affiliates has the right to prosecute, or Acquired Companies Exclusive IP which Dover or any of its Affiliates has the right to prosecute, and have made no material misrepresentation in such applications.

(iv) Except as set forth in Schedule 3.1(r)(iv) or as would not, individually or in the aggregate, reasonably be expected to adversely affect the Acquired Businesses in any material respect, (A) none of the Acquired Companies or the Asset Sellers (with respect to the Acquired Businesses) infringes, violates or misappropriates, and (B) the operation of any Acquired Business as conducted since January 1, 2010 has not infringed, violated or misappropriated, and does not infringe, violate or misappropriate, the Intellectual Property of any Person. Schedule 3.1(r)(iv) lists any written complaint, claim or notice, or threat of any of the foregoing (including any notification that a license under any Patent is or may be required), received by Dover or any of its Affiliates, and Dover has made available to Buyer complete and accurate copies of all such complaints or claims which are material to any of the Acquired Businesses. Except as set forth on Schedule 3.1(r)(iv), no Acquired Company is a member of or party to any patent pool, industry standards body, trade association or other organization pursuant to the rules of which it is obligated to license any existing or future Intellectual Property to any Person, and none of the Acquired Companies IP nor any Acquired IP is required to be licensed to any Person pursuant to the rules of any patent pool, industry standards body, trade association or other organization.

(v) All assignments to an Asset Seller of Registered IP included in the Acquired Owned IP or to an Acquired Company of Registered IP included in the Acquired Companies Owned IP have been properly executed and recorded. To Dover’s Knowledge, all issued patents, registered Copyrights, registered Trademarks and Internet domain names included in the Acquired Owned IP, in the Acquired Companies Owned IP, in the Acquired Exclusive IP which Dover or any of its Affiliates has the right to prosecute or in the Acquired Companies Exclusive IP which Dover or any of its Affiliates has the right to prosecute, in each case, are valid and enforceable and all issuance, renewal, maintenance and other payments that are or have become due with respect thereto have been timely paid by or on behalf of the applicable Asset Seller or Acquired Company.

(vi) Each item of Acquired Companies Owned IP will be owned or available for use by the applicable Acquired Company immediately following the Closing on substantially identical terms and conditions as it was immediately prior to the Closing. Each item of Acquired Owned IP will be owned or available for use by Buyer or the Designated Purchaser immediately following the Closing on substantially identical terms and conditions as it was immediately prior to the Closing.

(vii) Dover and its Affiliates have taken reasonable measures to protect the proprietary nature of each Trade Secret included in the Acquired Companies IP or the Acquired Assets. Neither Dover nor any of its Affiliates has licensed, distributed or disclosed to any Person, and to Dover’s Knowledge no other Person (including Dover’s or its Affiliates’ employees and contractors) has distributed or disclosed to any other Person, the source code for any Software that is both (A) included in the Products, and (B) material to any of the Acquired Businesses, and no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, nor will the consummation of the transactions contemplated hereby, result in the disclosure or release of such source code of such Software by Dover, any of its Affiliates, any escrow agent or any other Person to any third party.

(viii) Schedule 3.1(r)(viii) lists all Open Source Materials that Dover or any of its Affiliates have incorporated into, combined with, or distributed with the Products and describes the manner in which such Open Source Materials have been incorporated into, combined with or distributed with the Products, including whether and how the Open Source Materials have been modified or distributed by Dover or any of its Affiliates.

(ix) Each employee of Dover or any of its Affiliates and each independent contractor of Dover or any of its Affiliates has executed a valid and binding written agreement (A) expressly assigning to the applicable Acquired Company or Asset Seller all right, title and interest in (1) any inventions and works of authorship, whether or not patentable, included in the Acquired Owned IP or the Acquired Companies Owned IP and invented, created, developed, authored, identified, conceived, reduced to practice or otherwise created during the term of such employee’s employment or such independent contractor’s work for Dover or any of its controlled Affiliates, and (2) all Intellectual Property rights in such inventions and works of authorship, and (B) to the extent legally permissible, waiving all moral rights in such works of authorship which are material to any of the Acquired Businesses.

(x) Neither Dover nor any of its Affiliates has sought, applied for nor received any support, funding, resources or assistance from any Governmental Entity or quasi-governmental agency or funding source in connection with the Exploitation of any Product or any Intellectual Property included in the Acquired Assets or the Acquired Companies IP or the operation of any Acquired Business or any facilities or equipment used in connection therewith. No university or Governmental Entity has sponsored any research or development conducted by Dover or any of its Affiliates with respect to any Product, or any Intellectual Property included in the Acquired Assets, the Acquired Companies IP or any Acquired Business or, to Dover’s Knowledge, has any claim of right to or ownership of or other Lien on any Acquired Companies IP or any Intellectual Property included in the Acquired Assets.

(xi) No Software incorporated into, or combined with, the Products, and no employee or independent contractor of Dover or any of its Affiliates has incorporated into or combined with, a Product or any Software that, contains any disabling device, virus, worm, back door, Trojan horse or other disruptive or malicious code that may or are intended to impair their intended performance of, or otherwise permit unauthorized access to, hamper, delete information in or damage any such Product or any computer system or network with which any such Product interacts, directly or indirectly, other than any such system or network with which any third party purchaser of such Product is prohibited from allowing (or otherwise expressly instructed not to allow) such Product to interact, directly or indirectly, pursuant to the applicable Product’s specifications or the relevant written Contract pursuant to which Dover or its relevant Affiliate sells such Product.

(xii) Except as set forth in Schedule 3.1(r)(xii) or as would not, individually or in the aggregate, reasonably be expected to adversely affect the Acquired Businesses in any material respect, Dover and its Affiliates (A) have actively policed the quality of all goods and services sold, distributed or marketed under each of the Trademarks included in the Acquired Assets or Acquired Companies IP, which Trademarks are material to any of the Acquired Businesses, and (B) have enforced adequate quality control measures to prevent any such Trademarks that Dover or any of its Affiliates has licensed to others from being deemed abandoned in accordance with applicable Law.

(s) Product Warranty and Product Liability; Customer and Suppliers.

(i) Since January 1, 2010, none of the Acquired Companies or Business Asset Sellers have changed in any material respect the scope of its contractual obligations for warranties with respect to the return, repair or replacement of Products. A complete and accurate specimen copy of the form of each written warranty covering Products that has not yet expired has heretofore been made available to Buyer. Except as set forth on Schedule 3.1(s)(i)(A), since January 1, 2010, none of the Products has been the subject of any campaign for replacement, field fix, retrofit, modification or recall, except for service calls made by employees of the Acquired Businesses in the Ordinary Course of Business. No Acquired Company or Business Asset Seller has any material Liability to any customer in connection with any Product to provide the customer with any other Product on pre-negotiated terms, including for upgrades to other Products at prices below the Acquired Company’s or Business Asset Seller’s, as the case may be, published price for such services or products, except as contemplated by the express terms of the Material Contracts.

(ii) Schedule 3.1(s)(ii) sets forth a list of (a) the top twenty (20) customers for each Acquired Business during the last full fiscal year and the interim period through the Most Recent Balance Sheet Date and the amount of revenues accounted for by such customer during each such period and (b) each supplier that is the sole supplier of any material product or service to any Acquired Business. No such customer or supplier that is party to a Contract with either Acquired Business has indicated in writing within the past year that it will terminate such Contract prior to the expiration thereof.

(t) Certain Relationships. Except as set forth in Schedule 3.1(t), neither Dover or any of its Affiliates nor any of their respective officers, directors or employees (other than the other Acquired Companies) (i) is a party to or the beneficiary of any Contract with any of the Acquired Companies or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, any Business Asset Seller (other than any employment or other similar Contract disclosed on Schedule 3.1(o)), (ii) has any claim or cause of action against any Acquired Company or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, any Business Asset Seller, (iii) owes any money to, or is owed any money by (other than in the Ordinary Course of Business), any Acquired Company or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, any Business Asset Seller, or (iv) has any interest in any asset, right or property used, held for use or useful in any of the Acquired Businesses.

(u) Insurance. Schedule 3.1(u) contains an accurate list of all policies of insurance held by or for the benefit of any Acquired Company or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, any Business Asset Seller, indicating as to each such policy the entity holding such policy and the entities covered by such policy. All such policies are valid and binding policies in full force and effect. All material claims eligible to be asserted by any Acquired Company or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, any Business Asset Seller under any such policy have been asserted on a timely basis. There is no material claim pending under any such policy as to which coverage has been questioned, denied or disputed by the underwriter of such policy. All premiums due and payable under all such policies have been paid, no Acquired Company or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, any Business Asset Seller, may be liable for material retroactive premiums or similar payments, and each Acquired Company and, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, each Business Asset Seller is otherwise in compliance with the terms of such policies in all material respects. True and correct copies of insurance loss runs with respect to the Acquired Businesses for the past three (3) years have heretofore been provided to Buyer.

(v) Indebtedness. None of the Acquired Companies has any Indebtedness, other than Indebtedness owing to another Acquired Company.

(w) Foreign Corrupt Practices Act. Except as set forth on Schedule 3.1(w), none of the Acquired Companies or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, Dover or any of its other Affiliates (including, in each case, any of their respective officers, directors, agents, employees or other Persons acting on their behalf) has materially violated the United States and Foreign Corrupt Practices Act of 1977 or any comparable Law or offered or given anything of value to: (i) any official of a Governmental

Entity, any political party or official thereof, or any candidate for political office; or (ii) any other Person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, to any official of a Governmental Entity or candidate for political office for the purpose of the following: (A) influencing any action or decision of such Person in such Person’s official capacity, including a decision to fail to perform such Person’s official function or (B) inducing such Person to use such Person’s influence with any government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality to assist any Acquired Company in obtaining or retaining business for, or with, or directing business to any Person.

(x) Books and Records; Powers of Attorney.

(i) Except where the failure to maintain complete and accurate books and records would not reasonably be expected to result in any material Liability to any Acquired Business the minute books and other similar records of each Acquired Company contain complete and accurate records of all actions taken at any meetings of such Acquired Company’s equityholders, Board of Directors (or comparable management body) or any committee thereof and of all written consents executed in lieu of the holding of any such meeting.

(ii) There are no outstanding powers of attorney executed on behalf of any Acquired Company or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, any Asset Seller.

(y) Bank Accounts. Schedule 3.1(y) contains a list of all bank accounts and safe deposit boxes of any Acquired Company and, to the extent related exclusively to any Acquired Business, Acquired Asset or Assumed Liability, any Business Asset Seller, and the names of persons having signature authority with respect thereto or access thereto.

(z) Fees. No Acquired Company has paid or become obligated to pay any fees or commissions to any broker or finder in connection with the transactions provided for herein or in connection with the negotiation of this Agreement.

(aa) Government Contracts.

(i) No Acquired Company or Asset Seller has been, with respect to any Acquired Business, suspended or debarred from bidding on Contracts or subcontracts with any Governmental Entity; no such suspension or debarment has been initiated or, to the Knowledge of Dover, threatened; and the consummation of the transactions contemplated by this Agreement will not result in any such suspension or debarment of an Acquired Company or Buyer (assuming that no such suspension or debarment will result solely from the identity of Buyer). No Acquired Company or Asset Seller has been or is now being, with respect to any Acquired Business, audited or, to the Knowledge of Dover, investigated by the United States Government Accountability Office, the United States Department of Defense or any of its agencies, the Defense Contract Audit Agency (not including routine audits required by contract or regulation), the contracting or auditing function of any Governmental Entity with which it is contracting, the United States Department of Justice, the Office of Inspector General of any Governmental Entity, or any prime contractor with a Governmental Entity; nor, to the

Knowledge of Dover, has any such audit or investigation been threatened (not including routine audits required by contract or regulation). To the Knowledge of Dover, there is no valid basis for (A) the suspension or debarment of any Acquired Company or Buyer from bidding on Contracts or subcontracts with any Governmental Entity or (B) any claim (including any claim for return of funds to any Governmental Entity) pursuant to an audit or investigation by any of the entities named in the foregoing sentence. No Acquired Company or Asset Seller has, with respect to any Acquired Business, any Contracts or commitments which require it to obtain or maintain a security clearance with any Governmental Entity.

(ii) To the Knowledge of Dover, no basis exists for a Termination for Default (as provided in 48 C.F.R. Ch.1 §52.249-8, 52.249-9 or similar sections) with respect to any of its Contracts or subcontracts with any Governmental Entity. Dover has not received from any Governmental Entity any written notification with respect to a Termination for Convenience (as provided in 48 C.F.R. Ch.1 §52.241-1, 52.249-2 or similar sections) with respect to any of its Contracts or subcontracts with any Governmental Entity, and to the Knowledge of Dover no such Termination for Convenience has been threatened. For the avoidance of doubt, the Knowledge of Dover in this Section 3.1(aa) shall not require inquiry of any of Dover’s prime contractors.

Section 3.2. Representations and Warranties of Buyer. Buyer makes the following representations and warranties to Dover:

(a) Due Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Buyer has all requisite corporate power and authority to enter into this Agreement and the other documents and instruments to be executed and delivered by Buyer pursuant hereto and to carry out the transactions contemplated hereby and thereby. Buyer is duly qualified or licensed to do business as a foreign corporation in, and (in jurisdictions where such concept is applicable) is in good standing under the laws of, each jurisdiction in which the ownership or leasing of Buyer’s assets and properties or the conduct of Buyer’s business requires such qualification, except where the failure to be so qualified, individually or in the aggregate, has not, and would not reasonably be expected to, adversely affect Buyer’s ability to perform its obligations under this Agreement in any material respect.

(b) Authority. The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by Buyer pursuant hereto and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of Buyer. The execution and delivery of the documents and instruments to be executed and delivered by Buyer pursuant hereto and the consummation by Buyer of the transactions contemplated hereby and thereby will be duly authorized by Buyer, when delivered or consummated, as applicable. No other corporate act or proceeding on the part of Buyer or its shareholders is necessary to authorize this Agreement or the other documents and instruments to be executed and delivered by Buyer pursuant hereto or the consummation of the transactions contemplated hereby and thereby. Assuming the due execution and delivery by Dover, this Agreement constitutes, and when executed and delivered by each party thereto, the other documents and instruments to be executed and delivered by Buyer pursuant hereto will constitute, valid and binding agreements of Buyer, enforceable in

accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar Laws affecting creditors’ rights generally, and by general equitable principles.

(c) No Violation. Neither the execution and delivery by Buyer of this Agreement or the other documents and instruments to be executed and delivered by Buyer pursuant hereto, nor the consummation by Buyer of the transactions contemplated hereby and thereby, (i) will violate any Law or Order applicable to Buyer in any material respect, (ii) will require any authorization, consent or approval by, filing with or notice to any Governmental Entity (including any authorization, consent or approval required by any Competition Law applicable to the transactions contemplated hereby, any authorizations, consents, approvals, filings or notice requirements applicable with respect to the transfer of the Acquired Shares and any authorizations, consents or approvals that become applicable solely as a result of the specific regulatory status of Buyer or any of its Affiliates), except for (A) those identified on Schedule 3.2(c) and (B) such authorizations, consents, approvals, filings or notices, the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer’s ability to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby or result in any material Liability to Buyer, or (iii) subject to obtaining the consents referred to in Schedule 3.2(c), will violate or conflict with, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, will result in the loss of a benefit or the imposition of a Liability under, or will result in the termination of, or accelerate the performance required by, any term or provision of the corporate charter, bylaws or similar organizational documents of Buyer or any Contract to which Buyer is a party or by which Buyer or any of its assets or properties may be bound or affected, except, in each case, for such violations, conflicts, defaults, terminations or accelerations that would not, individually or in the aggregate, reasonably be expected to materially and adversely effect Buyer’s business or Buyer’s ability to perform its obligations hereunder.

(d) Proceedings. There are no outstanding Orders involving Buyer and there are no Proceedings pending or, to Buyer’s Knowledge, threatened, in any local, state, federal or foreign jurisdiction involving Buyer that, in the case of any such Order or Proceeding, individually or in the aggregate, would be reasonably expected to have the effect of preventing, delaying, making illegal or otherwise interfering in any material respect with any of the transactions contemplated hereby.

(e) Investment Intent. Buyer is acquiring the Acquired Shares for its own account and not with a view toward any resale or distribution of any of the Acquired Shares or any beneficial interest in the Acquired Shares. Buyer agrees that the Acquired Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933 or an applicable exemption therefrom, and without compliance with all other applicable federal, foreign and state securities laws.

(f) Financing. Buyer will have sufficient funds available as and when needed to consummate the transactions contemplated hereby and to perform its obligations hereunder.

(g) Fees. Except for amounts payable to Xxxxxxx & Company, LLC, neither Buyer nor any of its Affiliates (including any Designated Purchaser) has paid or become obligated to pay any fees or commissions to any broker or finder in connection with the transactions provided for herein or in connection with the negotiation of this Agreement.

(h) Designated Purchasers. The representations and warranties contained in Sections 3.2(a) through 3.2(e) will be true and correct with respect to each Designated Purchaser to which Buyer hereafter assigns any of its rights or obligations under this Agreement in accordance with Section 1.3, such that the term “Buyer” in each of the representations and warranties contained in Section 3.2 shall be deemed to be replaced with the term “Designated Purchaser.”

Section 3.3. No Other Representations or Warranties.

(a) The Parties acknowledge and agree that except for the representations and warranties contained in Section 3.1, none of Dover, the Equity Sellers, the Asset Sellers or any Person acting on their behalf makes or has made any other express or implied representation or warranty to Buyer regarding the Acquired Companies, Acquired Businesses, Acquired Assets or any other matter.

(b) The Parties acknowledge and agree that except for the representations and warranties contained in Section 3.2, neither Buyer nor any Person acting on its behalf makes or has made any other express or implied representation or warranty to Dover regarding Buyer or any other matter.

(c) Notwithstanding the foregoing, nothing in this Section 3.3 shall, in any way, limit any Party’s rights pursuant to this Agreement or in any action with respect to a claim for fraud.

ARTICLE IV

COVENANTS PRIOR TO CLOSING

Section 4.1. Access to Information Concerning Properties and Records; Confidentiality. Dover shall, and shall cause each Equity Seller, Asset Seller and Acquired Company, and their respective officers, directors and employees, during the period commencing on the date of this Agreement and ending on the Closing Date, to, furnish or cause to be furnished to Buyer and its representatives, at reasonable times and upon reasonable advance notice, (a) such access, during normal business hours, to the offices and properties relating to the Acquired Businesses as Buyer may request and (b) such access to the Books and Records, Contracts, assets, personnel, operations and information of each Acquired Business as Buyer may request; provided, however, that Dover and its Affiliates shall not be required to violate any obligation of confidentiality existing as of the date that such access is to be provided hereunder (it being agreed that Dover shall use commercially reasonable efforts to provide such access rights to Buyer in all applicable confidentiality agreements executed from and after the date hereof and that the Buyer agrees to be bound by all confidentiality obligations of Dover’s representatives set forth therein), applicable Order or applicable Law to which any such Person is

subject or to waive any privilege which any such Person may possess in discharging the obligations set forth in this Section 4.1 (provided, that, in such event, Dover and its Affiliates shall reasonably cooperate with Buyer to seek an appropriate remedy to permit the access contemplated hereby). Promptly following the preparation thereof in the Ordinary Course of Business by Dover (and in any event not later than ten (10) business days after the end of such month), Dover shall furnish to Buyer an unaudited income statement of the Acquired Businesses for such month and a balance sheet of the Acquired Businesses as of the end of such month, prepared on a basis consistent with the Financial Statements. Buyer shall treat all information obtained from Dover, its Affiliates or their respective representatives in accordance with this Section 4.1 as “Evaluation Material” and “Transaction Information,” respectively, under the Confidentiality Agreement, dated as of January 24, 2013, by and between the Parties (the “Confidentiality Agreement”), and Buyer shall continue to honor, and cause its representatives to honor, its obligations thereunder. From the date of this Agreement until the Closing Date, Buyer shall not contact or initiate or engage in discussions relating to the transactions contemplated by this Agreement with any customer, vender or lessor of Dover or any Acquired Business without the prior written consent of Dover; provided, however, that (i) such consent shall not be unreasonably withheld, conditioned or delayed and (ii) no such consent shall be required for contacts or discussions with existing customers or vendors of Buyer or its Affiliates or the engagement in non-substantive discussions with any customers, vendors or lessors of the Acquired Businesses who initiate contact with Buyer that do not pertain to the transactions contemplated by this Agreement beyond the information with respect thereto that is in the public domain or as to which Dover has previously consented. Buyer hereby acknowledges and agrees that any investigation pursuant to this Section 4.1 shall be conducted in such a manner as to not interfere unreasonably with the operations of Dover or any Acquired Business, and Buyer shall not be permitted to undertake any environmental sampling or invasive testing without Dover’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed and, for the avoidance of doubt, this provision shall not require Dover to take any action, or provide any information to Buyer, that would reasonably be deemed to transfer prematurely to Buyer operational control over either Acquired Business, or to constitute unlawful joint activity by Buyer and Dover, in violation of any applicable Competition Law.

Section 4.2. Conduct of Business Pending the Closing. Dover shall use its commercially reasonable efforts to, and to cause each Asset Seller, Equity Seller and Acquired Company to use its respective commercially reasonable efforts to, operate and carry on each Acquired Business in the Ordinary Course of Business and in compliance with all applicable Laws and, to the extent consistent therewith, use its commercially reasonable efforts to preserve intact the current business organization of each Acquired Business, keep the tangible Acquired Assets and tangible assets of each Acquired Company in good working condition (subject to normal wear and tear), keep available the services of the current officers and employees of each Acquired Business and preserve the relationships of each Acquired Business with customers, suppliers and others having business dealings therewith. Without limiting the generality of the foregoing, except as set forth on Schedule 4.2, as expressly required by this Agreement or with prior written consent from Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Dover shall not, and shall cause each Acquired Company and, to the extent related to any Acquired Business, Acquired Asset or Assumed Liability, each Asset Seller not to:

(a) (i) incur or guarantee any Indebtedness, or grant or otherwise allow to exist any Lien (other than Permitted Liens or, in the case of Acquired Real Property, Permitted Real Property Exceptions) with respect to any Acquired Asset or any asset, right or property of any of the Acquired Companies, other than through intercompany borrowings from Dover or an Affiliate of Dover in the Ordinary Course of Business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person;

(b) issue or authorize the issuance of, sell or agree to issue or sell, any shares of the capital stock or other equity interests of any of the Acquired Companies, or grant or amend any of the terms of (including the vesting of) any options, warrants or restricted stock agreements, or repurchase or redeem any stock of, or other equity interests in, any Acquired Company;

(c) split, combine or reclassify any equity interests in any Acquired Company; or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any equity interest in any Acquired Company, other than cash dividends or distributions paid prior to the Closing; provided that such cash dividends or distributions do not result in any Taxes or other Liabilities that are not the sole responsibility of Dover or any of its Affiliates under this Agreement;

(d) sell, lease or otherwise transfer or dispose of any Acquired Assets or assets of any of the Acquired Companies, except for (i) the sale of inventory items in the Ordinary Course of Business, (ii) the sale of any such assets that are obsolete or which have not been used in the Acquired Businesses during the twelve (12) months preceding the date hereof and do not have a value in excess of $150,000 for all such items in the aggregate and (iii) sales, leases, transfers or dispositions between and among Acquired Companies in the Ordinary Course of Business;

(e) (i) purchase or otherwise acquire any assets that are material, individually or in the aggregate, to any of the Acquired Businesses, except for purchases or acquisitions of inventory items in the Ordinary Course of Business, or (ii) make any capital expenditures other than any capital expenditure items that do not exceed $50,000 individually or $150,000 in the aggregate;

(f) open or close any facility or office;

(g) permit any Acquired Company or Asset Seller to merge or consolidate with or into any other Person;

(h) sell, assign, transfer, license or sublicense any Acquired Companies Owned IP or any Acquired Owned IP, other than pursuant to licenses with customers entered into in the Ordinary Course of Business;

(i) engage in (i) any trade loading practices or any other promotional sales or discount activity with any customers with the effect of accelerating to pre-Closing periods sales to the trade or otherwise that would otherwise be expected (based on past practice) to occur in post-Closing periods, other than in the Ordinary Course of Business, (ii) any practice which

would have the effect of accelerating to pre-Closing periods collections of receivables that would otherwise be expected (based on past practice) to be made in post-Closing periods, (iii) any practice which would have the effect of postponing to post-Closing periods payments by any Acquired Company or Asset Seller that would otherwise be expected (based on past practice) to be made in pre-Closing periods, or (iv) any other promotional sales, discount activity or deferred revenue activity, in each case in this clause (iv) in a manner outside the Ordinary Course of Business or contrary to generally accepted industry practices;

(j) change the nature or scope of its business being carried on as of the date of this Agreement or commence any new business not being ancillary or incidental to such business or take any action to materially alter its organizational or management structure;

(k) amend the certificate of incorporation, by-laws or other organizational documents of any Acquired Company;

(l) unless required to comply with GAAP or applicable Law, make any material change in accounting methods, principles, practices or policies used by the Acquired Companies;

(m) other than in the Ordinary Course of Business, terminate or modify in any material respect or amend in any material respect any Material Contract or Lease, or enter into any Contract that would be a Material Contract or a Lease if entered into as of the date hereof;

(n) (i) institute any Proceeding involving an amount in dispute in excess of $50,000 or (ii) settle any Proceeding, other than a settlement (A) involving an amount not in excess of $50,000 and (B) which does not contain any admission of fault or any other Liability;

(o) knowingly fail to take any action necessary to preserve the validity of any Acquired Companies Owned IP, any Acquired Owned IP or any Permit, in each case except as would not reasonably be expected to adversely affect the Acquired Businesses in any material respect;

(p) unless required to comply with applicable Law, establish, adopt, amend in any material respect or terminate any Assumed Benefit Plan;

(q) terminate any Current Employee other than for cause, or hire any new employees to work primarily on matters related to the Acquired Businesses, in each case with respect to such Current Employees (or prospective employees) with an annual base salary of more than $100,000;

(r) with respect to any Current Employee with an annual base salary of more than $100,000, (i) grant any increase in the compensation payable to or to become payable to or for the benefit of such employee, other than increases in base salaries and bonus opportunities in the Ordinary Course of Business, (ii) provide increased security or tenure of employment, or (iii) increase the amount payable upon termination of employment, except, in each case, as may be required pursuant to any Contract or sales compensation plans existing on the date of this Agreement and disclosed in Schedule 3.1(p)(i)(A), or as required to comply with applicable Law;

(s) unless required by applicable Law, (i) make or change any material Tax elections; (ii) settle or compromise any claim or assessment with respect to Taxes; (iii) enter into a closing agreement with respect to Taxes; (iv) file any amended Tax Return; (v) consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; or (vi) change any Tax accounting method or period, in each case with respect to the Acquired Companies; or

(t) agree or enter into any agreement (in writing or otherwise) to do any of the foregoing;

provided, however, that nothing herein shall prohibit or otherwise restrict, and no prior written consent from Buyer shall be required in connection with, any activities of Dover and its Affiliates related to the spin-off of Dover’s communication technologies businesses or any internal restructuring or similar transactions contemplated by Dover and its Affiliates in connection therewith (the “CTB Spin-off”); provided further, however, that no such activities shall negatively impact, alter or affect Buyer’s acquisition of the Acquired Assets or any Acquired Business pursuant to the terms of this Agreement.

Section 4.3. Further Actions. Subject to Section 4.4, the Parties shall use their reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, and to cooperate in good faith with each other with respect to, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including using their reasonable best efforts to provide any required notifications, secure any required consents or seek the re-issuance of all licenses, permits (including Environmental Permits), consents, approvals, authorizations, qualifications and orders of Governmental Entities and other third parties, in each case that are necessary for the consummation of the transactions contemplated hereby by such Party or any of its Affiliates or, in the case of Dover’s obligations under this Section 4.3, the continued operations of the Acquired Businesses; provided, that, for the avoidance of doubt, nothing in this Agreement shall require either Party or any of their respective Affiliates to pay any money to, commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or Liability (in each case financial or otherwise) to any Governmental Entity (other than filing fees as contemplated by the last sentence of Section 4.4(a) or any other comparable filing fees payable to a Governmental Entity) or other third party, or waive any condition set forth in Section 6.1 (in the case of Buyer) or Section 7.1 (in the case of Dover).

Section 4.4. Certain Filings.

(a) Filing. Each Party shall make or cause to be made, as promptly as practicable following the date hereof (and in any event within ten (10) business days with respect to any filing that may be required under the HSR Act and as soon as practicable with respect to all other filings), all filings with Governmental Entities that are necessary to obtain all authorizations, consents, orders and approvals for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including all filings required under applicable Competition Laws. Notwithstanding anything in this Agreement to the contrary, all filing fees incurred under Competition Laws in connection with the transactions contemplated hereby shall be borne one-half by Buyer and one-half by Dover.

(b) Additional Actions. Each Party shall respond as promptly as practicable to any requests for additional information made by any Governmental Entities with respect to all filings required under applicable Competition Laws or otherwise and shall use its commercially reasonable efforts to obtain any required approvals of any Governmental Entities under applicable Competition Laws. Notwithstanding anything in this Agreement to the contrary, neither Party nor any of its Affiliates shall have any obligation to defend or initiate any Proceeding in connection with any Competition Law or propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets, rights, properties, businesses, product lines or otherwise take or commit to take any action that limits the freedom of action of such Party or any of its Affiliates with respect to, or its ability to retain, any business, product line, asset, right or property.

(c) Cooperation. With respect to any matters related to compliance with Competition Laws, each Party shall, except as may be restricted by applicable Law, (i) promptly inform the other Party of any substantive or otherwise material communication from any Governmental Entity regarding any of the transactions contemplated hereby, (ii) permit the other Party to review in advance any proposed substantive or otherwise material communication to any Governmental Entity, (iii) consult with the other Party prior to any meetings, by telephone or in person, with the staff of any Governmental Entity (including the United States Federal Trade Commission and Department of Justice) regarding the transactions contemplated hereby, and (iv) to the extent permitted by such Governmental Entity, such other Party shall have the right to attend and participate in any such meeting. The Parties agree to request early termination with respect to the waiting period prescribed by the HSR Act.

(d) Chinese Approval. Within ten (10) business days of the date hereof, Dover shall cause each of Xxxxxxx Xxxxxxx Technologies (Shenzhen) Limited and Test Solutions (Suzhou) Co., Ltd to make all appropriate filings with local commerce commissions of the localities where Xxxxxxx Xxxxxxx Technologies (Shenzhen) Limited and Test Solutions (Suzhou) Co., Ltd. are incorporated for approval of the sale of their entire equity interests held by Dover or its Affiliates (constituting 100% in the registered capital interest in each of Xxxxxxx Xxxxxxx Technologies (Shenzhen) Limited and Test Solutions (Suzhou) Co., Ltd.) to Buyer or any Designated Purchaser, followed by other filings with the applicable Governmental Entities in the People’s Republic of China (including filings to relevant local administrations for industry and commerce) as required under Law as soon as practicable. Dover shall obtain all authorizations, consents, approvals and registrations of Governmental Entities in China necessary for such sale to take effect as soon as practicable, including a new Certificate of Approval and a new Business License which record Buyer or its Designated Purchaser as the 100% owner of each of Xxxxxxx Xxxxxxx Technologies (Shenzhen) Limited and Test Solutions (Suzhou) Co., Ltd. Dover will use its reasonable best efforts to assist Buyer and any Designated Purchaser in completing relevant post-transfer registrations with the applicable Governmental Entities in China, including amendment of registrations with each local foreign exchange bureau, State and local tax bureaus, customs, statistics bureau and finance bureau, as applicable, in connection with the transfer.

Section 4.5. Notification. Prior to the Closing, Dover shall promptly notify Buyer (in writing after Dover has notice thereof), and Buyer shall promptly notify Dover (in writing after Buyer has notice thereof), and keep such other Party advised, as to (a) any Proceeding initiated against or by such Party or, to the Knowledge of Dover or the Knowledge of Buyer, as

applicable, threatened against such Party that challenges the transactions contemplated hereby or (b) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement. Additionally, prior to the Closing, each Party shall promptly notify the other Party (in writing after such Party has notice thereof) as to (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would or would be reasonably likely to cause any representation or warranty of such Party contained herein to be untrue or inaccurate in any material respect at any time at or prior to the Closing, or which, in the case of Dover, would constitute or would reasonably be expected to result in a Material Adverse Effect and (ii) any event which, in the case of Dover, would reasonably be expected to cause any of the conditions in Article VI not to be fulfilled or, in the case of Buyer, would reasonably be expected to cause any of the conditions in Article VII not to be fulfilled. The delivery of any notice pursuant to this Section 4.5 shall in no circumstance be deemed to (x) modify the representations, warranties, covenants or agreements hereunder of the Party delivering such notice or any Schedule, (y) modify any condition set forth in Article VI, or (z) cure or prevent any misrepresentation, inaccuracy, untruth or breach of any representation, warranty, covenant or agreement set forth in this Agreement or any other document or instrument executed and delivered in connection herewith or failure to satisfy any condition set forth in Article VI.

Section 4.6. Intercompany Accounts. Except as otherwise provided in Section 5.12, on or prior to the Closing Date, Dover shall cause any intercompany accounts involving Dover, any Equity Seller or any Affiliate thereof (other than the Acquired Companies or the Asset Sellers), on the one hand, and any Acquired Company or Asset Seller, on the other hand, to be fully settled and discharged (through payment, dividend, capitalization or otherwise). On or prior to the Closing Date, Dover shall cause to be terminated and cancelled all indemnity obligations from any Acquired Company or Asset Seller, on the one hand, to Dover, any Equity Seller or any Affiliate thereof (other than the Acquired Companies or the Asset Sellers), on the other hand, and shall cause to be released any Liens on any assets of the Acquired Companies or on any Acquired Assets to the extent such Liens secure any Indebtedness of Dover or its Affiliates (other than the Acquired Companies and the Asset Sellers).

Section 4.7. Exclusivity.

(a) From the date hereof until the Closing, Dover shall not, and shall cause its Affiliates and any officers, directors, employees, representatives or agents of Dover or any of its Affiliates not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or otherwise knowingly facilitate any inquiry, proposal, offer or discussion with any party (other than Buyer or its representatives) concerning any acquisition, equity or debt financing, joint venture, merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of stock, sale of material assets or similar business transaction involving any Acquired Business or Acquired Company, (ii) furnish any information concerning the business, properties or assets of the Acquired Businesses, any Acquired Company or the Acquired Shares to any party (other than Buyer or its representatives) in connection with any such transaction or (iii) engage in negotiations or enter into any agreement with any party (other than Buyer or its representatives) concerning any such transaction.

(b) To the extent it has not done so prior to the date of this Agreement, Dover shall, as soon as reasonably practicable following the date hereof (and in any event, within two (2) business days), notify any party, if any, with which discussions or negotiations of the nature described in Section 4.7(a) were pending at any time during the six (6) month period ending as of the date hereof to return or destroy all confidential information with respect to the Acquired Businesses provided by Dover or its representatives to such party or such party’s representatives. If, after the date hereof but prior to the Closing Date, Dover or any of its Affiliates receives any inquiry, proposal or offer of the nature described in Section 4.7(a), Dover shall, as soon as reasonably practicable after such receipt (and in any event, within two (2) business days), notify Buyer of such inquiry, proposal or offer, but shall not be required to disclose the identity of the other party and the terms of such inquiry, proposal or offer.

Section 4.8. Title Insurance.

(a) Dover shall, at Buyer’s sole cost and expense, use its reasonable best efforts to procure (or cause to be procured), at the Closing, with respect to each item of Acquired Owned Real Property located in the United States, an ALTA Owner’s policy of Title Insurance Form 2006 issued by a title insurer reasonably satisfactory to Buyer (and, if requested by Buyer, reinsured in whole or in part by one or more insurance companies and pursuant to a direct access agreement reasonably acceptable to Buyer), in an amount equal to the fair market value of such real property (including all improvements located thereon), insuring title to such real property to be in Buyer, the applicable Designated Purchaser or the applicable Acquired Company as of the Closing (subject only to Permitted Liens and, in the case of Acquired Real Property, Permitted Real Property Exceptions).

(b) Each title insurance policy obtained under Section 4.8(a) shall: (i) insure title to the real property and all recorded easements benefiting such real property, (ii) contain an “extended coverage endorsement” insuring over the general exceptions contained customarily in such policies, (iii) contain an ALTA Zoning Endorsement 3.1 (or the equivalent thereof), (iv) contain an endorsement insuring that the real property described in the title insurance policy is the same real estate as shown on the survey delivered pursuant to Section 4.9 with respect to such property, (v) contain an endorsement insuring that each street adjacent to the real property is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from the real property, (vi) if the real property consists of more than one record parcel, contain a “contiguity” endorsement insuring that all of the record parcels are contiguous to one another, and (vii) contain a “non-imputation” endorsement to the effect that title defects known to the officers, directors, and stockholders of the owner prior to the Closing shall not be deemed “facts known to the insured” for purposes of the policy.

Section 4.9. Surveys. With respect to each parcel of Acquired Owned Real Property as to which a title insurance policy is to be procured pursuant to Section 4.8, Dover shall use its reasonable best efforts to procure (or cause to be procured), at Buyer’s sole cost and expense, prior to the Closing, a current survey of the real property certified to Buyer, prepared by a licensed surveyor and conforming to current ALTA Minimum Detail Requirements for Land Title Surveys, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines, and other matters shown customarily on such surveys, and showing access affirmatively to public streets and roads.

Section 4.10. Release of Dover Guarantees. Within 30 days of the Closing, Buyer agrees to provide sufficient cash deposits, collateral, letters of credit or other credit support to Deutsch Bank and the Royal Bank of Scotland to release Dover and its Affiliates from the guarantees identified on Schedule 3.1(o)(v). If after Closing, but prior to Dover and its Affiliates being released from these guarantees, Dover or its Affiliates makes a payment in respect to any such guarantee for any Liability that would constitute an Assumed Liability, Buyer will reimburse Dover and its Affiliates for any such payments within three (3) business days of receiving written notice from Dover or its Affiliates.

ARTICLE V

ADDITIONAL COVENANTS

Section 5.1. Tax Matters.

(a) Tax Indemnification.

(i) If the Closing occurs, Dover shall be liable for and shall indemnify and hold harmless the Buyer Indemnified Parties from and against all Losses attributable to (A) Taxes imposed on the Acquired Companies or for which the Acquired Companies are liable for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (B) Taxes imposed on any of the Acquired Companies pursuant to Treasury Regulation Section 1.1502-6 or similar provision of state or local Law solely as a result of such Acquired Company having been a member at any time on or before the Closing Date of a Consolidated Tax Group, (C) Taxes and all associated costs with respect to the matter listed on Schedule 5.1(a) (the “VAT Issue”) and (D) all Taxes that constitute Excluded Liabilities; provided, however, that Dover shall not be liable for or pay, and shall not indemnify the Buyer Indemnified Parties from and against, any Losses attributable to (x) any Taxes to the extent of the amount taken into account in the determination of Closing Date Working Capital, (y) any Taxes imposed on the Acquired Companies or any other Buyer Indemnified Parties, or for which any of them is otherwise liable, (exclusive of any Taxes for which the Acquired Companies are liable pursuant to clause (B)), that are either Section 338(h)(10) Taxes or any other Taxes that result from any actual or deemed election, or from Buyer, any Affiliate of Buyer, or any of the Acquired Companies engaging in any activity or transaction not contemplated by this Agreement, in either case that would cause the transactions contemplated by this Agreement to be treated for Tax purposes as a purchase or sale of assets of any of the Acquired Companies that are treated as corporations for applicable income Tax purposes and (z) any Taxes imposed on any of the Acquired Companies as a result of transactions occurring on the Closing Date not in the Ordinary Course of Business that are properly allocable to the portion of the Closing Date after the Closing (Taxes described in this proviso, the “Excluded Taxes”). Dover shall be entitled to any refund of (or credit for) Taxes for which it is liable under this Agreement or allocable to any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, except to the extent such refund or credit was taken into account as an asset in the determination of Closing Date Working Capital; provided, further, in no event shall Buyer carry back any tax item attributable to any taxable year or period that commences after the Closing Date (or any Straddle Period) to any taxable year or period that

ends on or before the Closing Date without the prior written consent of Dover, which consent shall not be unreasonably withheld, and any refund attributable to any such carry back of any item attributable to a taxable year or period commencing after the Closing Date (and any refund attributable to any such carry back of any item attributable under Section 5.1(a)(iii) to the portion of a Straddle Period beginning after the Closing Date) shall be for the account of Buyer. Buyer shall, and shall cause its Affiliates to, reasonably cooperate with Dover to secure any refund or credit to which Dover is entitled, including through the filing of amended Tax Returns, provided that Dover shall promptly reimburse Buyer for all reasonable, out of pocket costs and expenses incurred by Buyer and its Affiliates in connection with such activities.

(ii) Buyer shall be liable for and shall indemnify and hold harmless the Dover Indemnified Parties from and against all Losses attributable to (A) Taxes imposed on any of the Acquired Companies or for which the Acquired Companies are liable for any taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, (B) Excluded Taxes and (C) any Taxes imposed on the Dover Indemnified Parties (for the avoidance of doubt, excluding the Acquired Companies), or for which any of them is liable, that are either Section 338(h)(10) Taxes or any other Taxes as a result of any actual or deemed election, or from Buyer, any Affiliate of Buyer, or any of the Acquired Companies engaging in any activity or transaction not contemplated by this Agreement, in either case that would cause the transactions contemplated by this Agreement to be treated for Tax purposes as a purchase or sale of assets of any of the Acquired Companies that are treated as corporations for applicable income Tax purposes; provided, that the Taxes subject to indemnification pursuant to this clause (C) shall be reduced by the amount of Taxes that would have been incurred by the Dover Indemnified Parties (for the avoidance of doubt, excluding the Acquired Companies) had the acquisition of the relevant Acquired Company been treated instead as a purchase and sale of the equity interests in such Acquired Company for the relevant Tax purposes.

(iii) For purposes of Sections 5.1(a)(i), 5.1(a)(ii) and 5.1(b), whenever it is necessary to determine the Liability for Taxes of an Acquired Company (or any refund or credit) for the portion of a Straddle Period that ends on or before the Closing Date, and the portion of a Straddle Period that begins after the Closing Date, the determination shall be made by assuming that such Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the relevant Acquired Company were closed at the close of the Closing Date; provided, however, that (A) transactions occurring on the Closing Date that are properly allocable to the portion of the Closing Date after the Closing and that are not in the Ordinary Course of Business shall be allocated to the taxable year or period that is deemed to begin at the beginning of the day following the Closing Date, and (B) exemptions, allowances or deductions that are calculated on an annual basis, such as property Taxes, depreciation deductions, tax brackets and exemption amounts, shall be apportioned between such two (2) taxable years or periods on a daily basis. Any estimated Tax payments made on or before the Closing Date with respect to a Straddle Period in excess of the Liability for the related Taxes for the portion of the Straddle Period that ends at the close of the Closing Date and which are not taken into account as an asset in the determination of Closing Date Working Capital, shall be treated as a refund to which Dover is entitled pursuant to Section 5.1(a)(i).

(iv) Notwithstanding anything to the contrary in this Agreement, Dover and Buyer agree that Dover makes no representation or warranty, and provides no other assurance or indemnification, with respect to the amount of any Tax Attributes of any of the Acquired Companies or the Acquired Assets, or with respect to the availability on and after the Closing Date of any Tax Attributes of any of the Acquired Companies or the Acquired Assets.

(b) Tax Returns; Payment of Taxes.

(i) Dover shall, at its expense, timely file or cause to be timely filed when due (taking into account all extensions properly obtained) (A) all Tax Returns that are required to be filed by or with respect to any of the Acquired Companies on a combined, consolidated or unitary basis with Dover or any Affiliate thereof (other than an Acquired Company), (B) all other income Tax Returns that are required to be filed by or with respect to any of the Acquired Companies for taxable years or periods ending on or before the Closing Date and (C) all other Tax Returns that are required to be filed by or with respect to the Acquired Companies (taking into account all extensions properly obtained) on or prior to the Closing Date. In each case, Dover shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to any of the Acquired Companies after the Closing Date and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns; provided, however, that, in all cases to the extent Dover or Buyer is liable pursuant to Section 5.1(a), for Taxes remitted by the other Party pursuant to this Section 5.1(b), Dover or the Buyer, as the case may be, shall promptly reimburse the other Party for any Taxes for which Dover or the Buyer, respectively, is liable pursuant to Section 5.1(a).

(ii) All Tax Returns that Buyer is required to file or cause to be filed in accordance with this Section 5.1(b) that relate to any taxable year or period ending on or before the Closing Date or any Straddle Period shall be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods; provided, however, that in no event shall Buyer be obligated to take any such actions to the extent it is advised by a professional Tax advisor that to do so would more likely than not give rise to the imposition of penalties if the matter were contested by the applicable Tax authority. With respect to any such Tax Return to be filed by Buyer, not less than fifteen (15) days prior to the due date for such Tax Return, taking into account extensions (or, if such due date is within fifteen (15) days following the Closing Date, as promptly as practicable following the Closing Date), Buyer shall provide Dover with a draft copy of such Tax Return for Dover’s approval.

(iii) Without the prior written consent of Dover, which consent shall not be unreasonably withheld, conditioned or delayed, none of Buyer or any Affiliate of Buyer shall (or shall cause or permit any of the Acquired Companies to) make or change any Tax election, or amend, refile or otherwise modify (or grant an extension of any statute of limitations with respect to) any Tax Return, relating in whole or in part to any of the Acquired Companies with respect to any taxable year or period ending on or before the Closing Date or with respect to any Straddle Period.

(iv) Buyer shall promptly prepare and provide to Dover, or cause the Acquired Companies to prepare and provide to Dover, a package of Tax information materials, including schedules and work papers required by Dover to enable Dover to prepare and file all Tax Returns required to be prepared and filed by it pursuant to this Section 5.1(b) (the “Tax Package”). The Tax Package shall be completed in accordance with past practice, including past practice as to providing such information and as to the method of computation of separate taxable income or other relevant measure of income of the Acquired Companies. Buyer shall cause the Tax Package to be delivered to Dover within 120 days after the Closing Date (but in any event no later than March 1, 2014).

(v) Each of Buyer and Dover shall be liable for and pay 50% of any real property transfer or gains Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, recording, registration, documentary, filing or other similar non-income Taxes and administrative fees (including notary fees) arising in connection with the consummation of the transactions contemplated by this Agreement. All necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges shall be filed by the Persons who are required by applicable Law to file such Tax Returns or documentation.

(i) Buyer shall promptly notify Dover in writing upon receipt by Buyer or any of its Affiliates of notice in writing of any pending or threatened federal, state, local or foreign Tax audits or assessments relating to any taxable period ending on or before the Closing Date or any Straddle Period or relating to a Tax for which Dover may be liable pursuant to this Agreement.

(ii) Dover shall have the sole right to represent each Acquired Company’s interests in any Proceeding with any Governmental Entity relating to Taxes (“Tax Proceeding”) (x) relating to a taxable year or period ending on or before the Closing Date, (y) relating to the VAT Issue, or (z) relating to Taxes payable in connection with a Tax Return filed by any Consolidated Tax Group (other than one consisting solely of one or more Acquired Companies), and to employ counsel of Dover’s choice at Dover’s expense; provided, however, that, except to the extent related to the VAT Issue or any Taxes described in clause (z), (A) Dover shall inform Buyer of the status of any such Tax Proceeding, (B) Dover shall provide Buyer (at Buyer’s cost and expense) with complete and accurate copies of any pleadings, correspondence and other documents (in each case, as Buyer may reasonably request in writing) in respect of any such Tax Proceeding, (C) Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such Tax Proceeding, (D) Dover shall consult with Buyer prior to any settlement of any such Tax Proceeding and (E) Dover shall, prior to any proposed settlement by Dover of any such Tax Proceeding that could reasonably be expected to materially adversely affect Buyer or the Acquired Companies in any taxable period (including portions of any Straddle Period) ending after the Closing Date or give rise to a Tax payment upon such settlement for which Buyer may be liable pursuant to Section 5.1(a)(ii), (I) notify Buyer in writing of the terms of such proposed settlement, stating that Dover is prepared

to, and has received reasonable assurances from the applicable Governmental Entity that it is prepared to, settle the Tax Proceeding on the basis of such terms and (II) provide to Buyer such other information in Dover’s possession as may be reasonably necessary to allow Buyer to evaluate the consequences of such proposed settlement. Within thirty (30) days after receiving a notice described in clause (E) of the preceding sentence, Buyer shall notify Dover in writing either (1) that Buyer agrees to such settlement, in which case Dover shall be entitled to settle such Tax Proceeding in accordance with such terms, or (2) that Buyer does not agree to such settlement, and agrees in writing that Buyer (i) shall represent the relevant Acquired Company’s interests in any such Tax Proceeding, (ii) shall waive any right to indemnification relating to such Tax Proceeding in excess of the indemnification that would be payable upon settlement of such Tax Proceeding on such terms, and (iii) shall indemnify and hold harmless the Dover Indemnified Parties from and against all Losses attributable to such Tax Proceeding (other than Dover’s indemnification obligation based on the proposed settlement), in which case Buyer shall have the sole right to represent the Acquired Company’s interests in such Tax Proceeding (provided that Dover and its representatives shall be permitted, at Dover’s expense, to be present at, and participate in, any such Tax Proceeding); provided that any failure by Buyer to timely provide such notice shall be deemed to be notice as described in clause (1).

(iii) Buyer shall have the sole right to represent any Acquired Company’s interests in any other Tax Proceeding (including, for the avoidance of doubt, any such Tax Proceeding relating to a Straddle Period other than a Tax Proceeding relating to the VAT Issue or any Tax described in clause (z) of the first sentence of Section 5.1(c)(ii)); provided, however, that, with respect to any such Tax Proceeding relating to a Tax for which Dover may be liable pursuant to this Agreement, Buyer shall consult with Dover prior to any settlement of any such Tax Proceeding. In addition, except in the case of the VAT Issue or Taxes described in clause (z) of the first sentence of Section 5.1(c)(ii), Buyer shall have the sole right to represent any Acquired Company’s interests in any Tax Proceeding relating to any taxable period or Tax with respect to which Dover otherwise had the sole right to undertake such representation to the extent that Dover failed, after reasonable notice from Buyer, to undertake such representation in a timely manner and Buyer provides notice, and agrees in writing, in the manner set forth in clause (2) of the second sentence of Section 5.1(c)(ii) (with the amount payable upon failure to pursue such representation being treated as the settlement amount). With respect to any Tax Proceeding that Buyer controls in accordance with this Section 5.1(c)(iii) other than a Tax Proceeding relating to a Tax Return of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to the limitations contained in Section 1504(b) of the Code) that, at any time after the Closing Date, includes any Acquired Company and any entity that is not an Acquired Company or a successor to an Acquired Company, or any other group of entities filing Tax Returns on a combined, consolidated or unitary basis that, at any time after the Closing Date, includes any Acquired Company and any entity that is not an Acquired Company or a successor to an Acquired Company, Buyer shall, prior to any proposed settlement by Buyer of any such Tax Proceeding that could reasonably be expected to materially adversely affect the Dover Indemnified Parties in any taxable period ending on or before the Closing Date (or the portion of any Straddle Period ending on the Closing Date) or give rise to a Tax upon such settlement for which Dover may be liable pursuant to this Agreement, (I) notify Dover in writing of the terms of such proposed settlement, stating that Buyer is prepared to, and has received reasonable assurances from the applicable Governmental Entity that it is prepared to, settle the Tax Proceeding on the basis of such terms and (II) provide to Dover such other information in

Buyer’s possession as may be reasonably necessary to allow Dover to evaluate the consequences of such proposed settlement. Within thirty (30) days after receiving a notice described in clause (I) of the preceding sentence, Dover shall notify Buyer in writing either (1) that Dover agrees to such settlement, in which case Buyer shall be entitled to settle such Tax Proceeding in accordance with such terms, or (2) that Dover does not agree to such settlement, and agrees in writing that Dover (i) shall represent the relevant Acquired Company’s interests in any such Tax Proceeding, (ii) shall waive any right to indemnification relating to such Tax Proceeding in excess of the indemnification that would be payable upon settlement of such Tax Proceeding on such terms, and (iii) shall indemnify and hold harmless the Buyer Indemnified Parties from and against all Losses attributable to such Tax Proceeding (other than Buyer’s indemnification obligation based on the proposed settlement), in which case Dover shall have the sole right to represent the Acquired Company’s interests in such Tax Proceeding (provided that Buyer and its representatives shall be permitted, at Buyers expense, to be present at, and participate in, any such Tax Proceeding); provided that any failure by Dover to timely provide such notice shall be deemed to be notice as described in clause (1).

(d) German VAT.

(i) Dover and Buyer are cognizant of the VAT Issue and agree that the guiding principle shall be that the VAT Issue shall be neutral to Buyer (including the Acquired Companies and the Acquired MT Singapore Business) such that Dover will make Buyer whole for any detriment therefrom and conversely Buyer will turn over any benefits Buyer (including the Acquired Companies and the Acquired MT Singapore Business) receives therefrom to Dover. Therefore, in furtherance of this guiding principle Dover and Buyer agree that, notwithstanding anything in this Agreement to the contrary:

(A) Dover shall not, and shall cause its Affiliates not to, assert or invoke any claim, including any compensation or civil law claims, against any Acquired Company that it may have arising from or relating to the VAT group described on Schedule 5.1(a) or the VAT Issue irrespective if the compensation may relate to value-added tax (“VAT”) amounts, interest amounts, penalty payments or any costs of handling, filing or advising with respect thereto, whether internal or external, except to the extent arising out of the knowing and willful non-compliance by the Buyer, any Acquired Company or the Acquired MT Singapore Business with the provisions of clause (ii), (iii) or (iv) of this Section 5.1(d).

(B) Dover will indemnify and hold harmless Buyer, MTeS and each other Acquired Company from and against any losses, including any VAT, interest or penalty payment claims by the German tax authorities, including from secondary liability (Haftungstatbestände) or from any shortcoming of the VAT group described on Schedule 5.1(a), except to the extent arising out of the knowing and willful non-compliance by the Buyer, any Acquired Company or the Acquired MT Singapore Business with the provisions of clause (ii), (iii) or (iv) of this Section 5.1(d).

(C) Dover shall not, and shall cause its Affiliates not to, assert or invoke any claims arising from the fact that MTeS or any other Acquired Company destroyed invoice, shipping or other related documents, and Dover shall indemnify and hold harmless Buyer and each Acquired Company from and against any claims by German tax authorities (Finanzbehörden) arising out of or relating to such missing or insufficient documents.

(D) Nothing in this Section 5.1(d)(i) shall restrict Dover’s rights to seek specific performance of the obligations set out in clauses (ii) and (iii) of this Section 5.1(d).

(ii) Notwithstanding anything to the contrary in this Agreement, Buyer agrees that it shall, and shall cause each of the Acquired Companies and the Acquired MT Singapore Business to, reasonably cooperate with Dover and its Affiliates with respect to the VAT Issue and provide reasonable assistance to Dover and its Affiliates to limit any Tax detriments to Dover and its Affiliates with respect to the VAT Issue; provided, however, that any such cooperation and assistance shall be at Dover’s expense and shall not reasonably be expected to have any adverse consequences to Buyer or any of its Affiliates.

(iii) Without limiting the generality of Section 5.1(d)(ii) Buyer shall, to the extent directed by Dover in writing and at the expense of Dover:

(A) cause Multitest elektronische Systeme GmbH (“MTeS”) to issue revised invoices to Xxxxxxx Xxxxxxx Technologies LLC (“ECT US”), Multitest US, Dover Global Trading PTE Ltd (“MT Singapore”) and, if applicable, the Designated Purchaser(s) that acquire(s) the assets of MT Singapore pursuant to this Agreement (the “Acquired MT Singapore Business”), and any other person or business that entered into sales transactions involved in the VAT Issue with MTeS for the current or any prior years, setting forth the proper amount of German VAT, in each case to the extent such steps can be reasonably taken based on the documentation in existence at each such entity, and provided or otherwise transferred to Buyer or its Affiliates, as of the Closing (or otherwise provided by Dover);

(B) cause ECT US, Multitest US and, if applicable, the Acquired MT Singapore Business, and any other Acquired Company or Acquired Business that entered into such sales transactions with MTeS, to accept such revised invoices and pay over to MTeS or, at Dover’s election, to Dover Germany any such German VAT set forth on such invoices (provided, in each case, that Dover advances to Buyer or its designee that amount of such German VAT prior thereto); or, at Dover’s election, in lieu of making any such payment, assign any input VAT credits received under Section 5.1(d)(iii)(D) below in settlement of such payment obligation. For the avoidance of doubt, ECT US, Multitest US or any other Acquired Company or Acquired Business are not held to pay any such German VAT amounts set forth on such invoices if and to the extent they did not receive such amounts from Dover in advance.

(C) cause MTeS to pay over to Dover Germany or, at Dover’s election, to the applicable Governmental Entities any such German VAT, provided that Dover advanced to Buyer or its designee that amount of such German VAT prior thereto; and

(D) provided that Dover shall have previously advanced all associated costs to Buyer, cause ECT US, Multitest US and, if applicable, the Acquired MT Singapore Business, and any other Acquired Company that entered into such sales transactions with MteS to register for VAT reporting and input VAT credit purposes with the applicable Governmental Entities, claim any input VAT credits or similar benefits with respect to such

German VAT to which they may be entitled and, within five (5) business days after receipt, pay such amounts over to Dover or its designee; provided, no such amounts shall be so paid to the extent attributable to input VAT credits or similar benefits taken into account as an asset in the determination of Closing Date Working Capital, or provided further, such input VAT credits were used at Dover’s direction pursuant to Section 5.1(d)(iii)(B) above. Notwithstanding anything herein to the contrary, in all events, regardless of the manner of payment of VAT invoices, Buyer shall assign or cause to be assigned all of such input VAT credits to Dover Germany unless Dover has directed Buyer in writing otherwise.

For all filings on behalf of the Acquired Companies and Acquired Businesses following Closing that Dover prepares, Dover shall make such invoices, returns or communication available for review to Buyer and its advisors a reasonable time before filing; neither Buyer nor any of its Affiliates will be liable for any incomplete or missing records, documents or filing materials.

(iv) Without limiting the generality of Section 5.1(d)(ii) Buyer shall, with respect to the VAT Issue, cause each of Multitest GmbH (“MTG”), MTeS, ECT US, Multitest US, and the Acquired MT Singapore Business (collectively, the “Multitest Companies”) to:

(A) Promptly make available to Dover and Dover Germany without prior demand any substantive written communication (including e-mails) received from Governmental Entities or substantive communication made with Governmental Entities or in the case of verbal communication provide to Dover and Dover Germany a brief summary thereof in reasonable detail;

(B) include Dover, Dover Germany and their advisers in all substantive discussions with any Governmental Entities and, except where prohibited by Law or the representative of a Governmental Authority, xxxxx Xxxxx, Dover Germany and their advisers the sole right to represent the Multitest Companies’ interests in such discussions at Dover’s expense, it being agreed that Dover’s advisers shall promptly report to Buyer any steps taken, including meetings and oral discussions, and provide copies of any written document to the applicable Multitest Company;

(C) not settle any Taxes or admit to facts or legal analyses without prior written approval from Dover or Dover Germany, such approval not to be unreasonably withheld, conditioned or delayed;

(D) as requested by Dover, give Dover, Dover Germany and their advisers reasonable access to the advisers of the Multitest Companies;

(E) as requested by Dover, release any applicable Governmental Entities from confidentiality requirements for the benefit of Dover and Dover Germany; and

(F) as requested by Dover, use reasonable efforts to obtain helpful records and documentation from third-party service providers (for example, forwarding agents and freight companies) and third-party customers.

(v) Without limitation and except where no delegation is permitted by Law, Buyer and its Affiliates may engage third parties to manage, assist in the satisfaction of, and satisfy all of Buyer’s obligations set out in clauses (ii) and (iii) of this Section 5.1(d), at Dover’s sole expense.

(vi) Dover will bear all costs, including internal costs, associated with the VAT Issue, including all costs associated with reporting, registration and VAT refund process and shall also bear, and promptly compensate Buyer for, all other cost incurred by Buyer and its Affiliates in connection with the activities described clauses (ii), (iii) and (iv) of this Section 5.1(d). Dover shall, within five (5) business days after receipt of an invoice from Buyer, advance to Buyer all costs in excess of $10,000 expected to be incurred by Buyer in connection therewith.

(vii) Dover will indemnify, hold harmless and reimburse Buyer and its Affiliates from any direct or indirect losses or claims arising out of or relating to the VAT issue, including the cooperation contemplated by this Section 5.1(d) and all costs incurred by Buyer or its Affiliates in connection with tax audits or information requests by German tax authorities.

(e) Assistance and Cooperation. After the Closing Date, each of Dover and Buyer shall (and shall cause their respective Affiliates to):

(i) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes described in Section 5.1(b)(v) (relating to sales, transfer and similar Taxes);

(ii) assist the other Party in preparing any Tax Returns which such other Party is responsible for preparing and filing in accordance with Section 5.1(b), and in connection therewith, provide the other Party with any necessary powers of attorney or signatures;

(iii) cooperate in preparing for and defending any audits of, or disputes with taxing authorities regarding, any Tax Returns of any of the Acquired Companies;

(iv) make available to the other and to any taxing authority as reasonably requested all information, records and documents relating to Taxes of the Acquired Companies and the Asset Sellers; and

(v) furnish the other with complete and accurate copies of all correspondence received from any taxing authority in connection with any Tax audit or information request relating to Taxes for which the other may be liable.

(f) Election Pursuant to Code Section 338(h)(10).

(i) At the Closing, Dover shall deliver to Buyer with respect to Multitest Electronic Systems, Inc. (“Multitest US”) a completed and properly executed original copy of (i) IRS Form 8023 and required schedules thereto (if any) and (ii) to the extent required, a properly executed original of any similar forms with respect to state income Taxes. Prior to the

Closing Date, Buyer will provide Dover with the information regarding Buyer or the applicable Designated Purchaser necessary to enable Dover to complete the forms described in this Section 5.1(f)(i). The IRS Forms 8023 and similar state forms that Dover delivers at the Closing will be complete in all respects. Neither Buyer nor Dover shall file or permit to be filed any such IRS Form 8023 or similar state form except as required pursuant to Section 5.1(f)(iii).

(ii) Within one hundred twenty (120) days following the Closing Date, Dover shall deliver to Buyer a notice setting forth in reasonable detail (x) Dover’s estimate of the amount, if any, by which (A) the aggregate federal income tax basis of the stock of Multitest US sold pursuant to this Agreement by Delaware Capital Formation, Inc. exceeds (B) the aggregate federal income tax basis of the assets of Multitest US (in each case as of the Closing Date) (such excess, the “Basis Excess Amount,” and such estimate, the “Estimated Basis Excess Amount”), (y) Dover’s estimate of the excess, if any, of (A) the sum of the aggregate federal, state, local and other Taxes that will be imposed on the Dover Indemnified Parties upon the sale of all the stock of Multitest US to Buyer pursuant to this Agreement if Parent and Buyer make a joint election under Section 338(h)(10) of the Code and any similar provisions of applicable state law with respect to such sale (the “Section 338(h)(10) Election”) over (B) the aggregate federal, state, local and other Taxes that will be imposed on the Dover Indemnified Parties upon such sale if the Section 338(h)(10) Election is not made (such excess, the “Section 338(h)(10) Tax Amount,” and such estimate, the “Estimated Section 338(h)(10) Tax Amount”), and (z) Dover’s estimate of the Gross-Up Amount (such estimate, the “Estimated Gross-Up Amount). All amounts to be determined pursuant to this Section 5.1(f)(ii) shall be determined in accordance with Section 5.1(f)(viii).

(iii) If Buyer determines in its sole discretion that it wishes to make the Section 338(h)(10) Election, (A) Buyer shall so notify Dover (such notification, the “Election Notice”), not later than thirty (30) days following the receipt by Buyer of the notice set forth in Section 5.1(f)(ii) and, (B) not later than ten (10) days following delivery of the Election Notice, Buyer shall pay to Dover or the Designated Seller (as directed by Dover), by wire transfer of immediately available funds to the bank account or accounts specified by Dover, a dollar amount equal to the sum of the Estimated Section 338(h)(10) Tax Amount and the Estimated Gross-Up Amount. If such wire transfer is made, Buyer shall file or cause to be filed the completed and executed IRS Form 8023 and similar state forms delivered to it pursuant to Section 5.1(f)(i) not later than the due date for timely filing such IRS Form 8023 or state form. Buyer shall promptly notify Dover of each such filing and shall provide Dover with copies of all such filed forms.

(iv) If Buyer timely provides Dover with the Election Notice, Buyer shall, concurrently with delivery of the Preliminary Allocation Schedule in accordance with Section 2.5(b)(i) (or, if later, concurrently with delivery of the Election Notice), deliver to Dover a Preliminary Asset Allocation Schedule allocating the ADSP (as such term is defined in Treasury Regulation Section 1.338-4) for the assets of Multitest US among the assets of Multitest US. Such Preliminary Asset Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 338(h)(10) of the Code and the Treasury Regulations thereunder, based on the amount allocated to the stock of Multitest US on the Preliminary Allocation Schedule plus the Estimated Section 338(h)(10) Tax Amount and Estimated Gross-Up Amount. Such Preliminary Asset Allocation Schedule shall be subject to resolution in accordance with Section 2.5(b).

(v) Within sixty (60) days following the filing of final U.S. federal income tax returns for the taxable year of Dover in which the Closing occurs, Dover shall deliver to Buyer a notice setting forth in reasonable detail its determination of the Basis Excess Amount, the Section 338(h)(10) Tax Amount and the Gross-Up Amount in accordance with the Section 5.1(f)(viii). If (i) the sum of the Section 338(h)(10) Tax Amount and the Gross-Up Amount exceeds (ii) the sum of the Estimated Section 338(h)(10) Tax Amount and the Estimated Gross-Up Amount, then Buyer shall pay or cause to be paid to Dover or the Designated Seller (as directed by Dover), by wire transfer of immediately available funds to the bank account or accounts specified by Dover, a dollar amount equal to such excess; provided, however, that no such payment shall be made to the extent attributable to the Basis Excess Amount being in excess of five percent (5%) greater than the Estimated Basis Excess Amount. If (i) the sum of the Estimated Section 338(h)(10) Tax Amount and the Estimated Gross-Up Amount exceeds (ii) the sum of the Section 338(h)(10) Tax Amount and the Gross-Up Amount, then Dover shall pay or cause to be paid to Buyer by wire transfer of immediately available funds to the bank account or accounts specified by Buyer, a dollar amount equal to such excess.

(vi) Any amount required to be paid pursuant to Section 5.1(f)(v) shall be paid within thirty (30) days following the receipt by Buyer of the notice from Dover set forth in Section 5.1(f)(v). Payment by Buyer of the Section 338(h)(10) Tax Amount and Gross-Up Amount shall be treated for Tax purposes as an increase in amount paid by Buyer (or the applicable Designated Purchaser) for the stock of Multitest US. Upon payment of any amount required to be paid pursuant to Section 5.1(f)(v), the parties shall make any necessary changes to the Final Asset Allocation Schedule (if any) with respect to the assets of Multitest US.

(vii) For purposes of this Section 5.1(f), the “Gross-Up Amount” shall be an amount equal to all increases in federal, state, local or other Taxes (including estimated Taxes) payable by Dover or any of its Affiliates as a result of the receipt of the Section 338(h)(10) Tax Amount and the amounts payable pursuant to this Section 5.1(f)(vii), such that the after-Tax proceeds to Dover and its Affiliates of such amounts is equal to the Section 338(h)(10) Tax Amount. All calculations shall be made at the time of the relevant determination using reasonable assumptions (as agreed to by the Parties).

(viii) For purposes of this Section 5.1(f), all determinations of Tax basis, estimated Taxes, Taxes and other amounts shall be made at the time of the relevant determination using reasonable assumptions (as agreed to by the Parties). Notwithstanding the foregoing, the Parties agree that such calculations shall be based upon representations to be provided by Dover (together with reasonable detail supporting such representations). Nothing in this Agreement shall entitle Buyer to review the Tax Returns of Dover or any of its Affiliates or to dispute the Tax return reporting position of any item by Dover or its Affiliates that is unrelated to the Section 338(h)(10) Election.

(ix) If, as a result of an examination, audit or similar Proceeding, the Section 338(h)(10) Tax Amount or the Gross-Up Amount is determined to exceed the amount previously taken into account pursuant to this Section 5.1(f), Buyer shall be liable for and shall indemnify and hold harmless the Dover Indemnified Parties from and against all Losses attributable to such excess (plus any Gross-Up Amount attributable to such excess) pursuant to Section 5.1(a)(ii); provided, however, Buyer shall not be liable for and shall not indemnify and

hold harmless the Dover Indemnified Parties to the extent such excess (plus any Gross-Up Amount attributable to such excess) is attributable to the Basis Excess Amount being in excess of five percent (5%) greater than the Estimated Basis Excess Amount.

(g) Check-the-Box Elections. Dover and Buyer agree that without the written consent of Dover, Buyer shall not make nor cause or permit to be made any election under Treasury Regulation Section 301.7701-3(c) or under any applicable similar provision of state or foreign Law with respect to any Acquired Company that would be effective for any portion of any period on or before the Closing Date or could increase any Tax Liability of Dover or any of its Affiliates for any period.

(h) Termination of Tax Sharing Arrangements. All Tax Sharing Arrangements with respect to or involving the Acquired Companies shall be terminated prior to the Closing Date (except that, if required by Law, the German Profit and Loss Arrangement shall be terminated simultaneously with the Closing) and, from and after the Closing Date, Buyer and its Affiliates shall not be bound thereby or have any liability or rights thereunder for amounts due in respect of periods ending on or before the Closing Date.

(i) Scope of Section 5.1. Any claim by any Party relating to a breach by another Party of its obligations under this Section 5.1 shall be pursued in accordance with the procedures for indemnification claims, and shall otherwise be subject to the terms and conditions, set forth in Article IX. Notwithstanding the foregoing or any other term or condition of Article IX, (i) claims for a breach of an obligation under this Section 5.1 may be made by a Party at any time (A) in the case of a breach relating to Taxes in the United States or any state or territory thereof, prior to the 60th day after the expiration of the longest statute of limitations applicable to the Tax matter to which the claim relates and (B) in the case of a breach relating to Taxes outside of the United States or any state or territory thereof, prior to six (6) months following a final and binding assessment for any Taxes or expiration of statute of limitations, whichever is later and (ii) indemnification for claims under this Section 5.1 are not subject to the limitations of Section 9.1(b).

Section 5.2. Employee Matters.

(a) Transferred Employees.

(i) Not later than fifteen (15) days prior to the Closing Date, Buyer (or an Affiliate of Buyer) shall make offers of employment to each Current Employee who is employed by a Business Asset Seller as of the date hereof, including such individuals who are not actively at work on account of illness, disability or leave of absence (collectively, the “Asset Employees”). As between Buyer and its Affiliates, on one hand, and Dover and its Affiliates (including the Business Asset Sellers) on the other hand, Buyer and its Affiliates, as applicable, shall assume responsibility for short-term disability benefits for any individual receiving such benefits as of the Closing. Dover and its Affiliates shall retain responsibility for long-term disability benefits for any individual receiving such benefits under a Retained Benefit Plan as of the Closing and any other individual who becomes entitled to receive long-term disability benefits as a result of an illness or injury incurred prior to the Closing if said individual makes a claim for such benefits within ninety (90) days after the Closing Date. Such offers of

employment shall be effective as of, and contingent upon, the Closing. Schedule 5.2(a)(i) lists all Asset Employees, including their name and the name of their employer. The offers of employment for each such Asset Employee will supersede any prior agreements regarding the terms and conditions of employment between such Asset Employee and the applicable Business Asset Seller as in effect prior to the Closing, and, without limiting any assignment of such provisions and agreements otherwise provided by this Agreement or any other document or instrument executed and delivered in connection herewith, the Business Asset Sellers hereby waive any and all non-competition provisions or agreements to the extent they would otherwise apply to the employment of any Transferred Employee by Buyer, effective as of the date of any such hiring; provided, that in no event shall any obligation of any Asset Employee under any prior agreement with any Business Asset Seller with respect to any Intellectual Property existing prior to the termination of such Asset Employee’s employment with the applicable Business Asset Seller be superseded, except that (y) all Asset Employees shall be permitted to disclose to Buyer all information in their possession or otherwise known by them which is exclusively or primarily (1) related to any of the Acquired Businesses, (2) information or other Intellectual Property included in any of the Acquired Assets or the Acquired Companies IP or (3) exclusively or primarily related to any of the Acquired Companies and (z) each Asset Employee shall be permitted to assign to Buyer or any of its Affiliates or designees any Intellectual Property invented, created, developed, authored, identified, conceived or otherwise created by such Asset Employee after the termination of such Asset Employee’s employment with the applicable Business Asset Seller, as well as any Intellectual Property protecting inventions reduced to practice after the termination of such Asset Employee’s employment with the applicable Business Asset Seller but conceived prior to termination of such employment if such inventions exclusively or primarily relate to any of the Acquired Businesses. Asset Employees who accept Buyer’s offer of employment, and all of the employees of the Acquired Companies as of the Closing, shall collectively be referred to as the “Transferred Employees”.

(ii) For a period commencing on the Closing Date and ending twelve (12) months after the Closing Date, Buyer (or an Affiliate of Buyer) shall provide each Transferred Employee (to the extent employed thereby) with base salary or base wages not less favorable than those in effect for such Transferred Employee immediately prior to the Closing and employee benefits substantially comparable in the aggregate, at Buyer’s election, to either those (A) provided by Dover to such employees or (B) in effect for similarly situated employees of Buyer. All benefit plans and programs established or maintained by Buyer shall recognize employment with the Business Asset Sellers or Acquired Companies (or their respective predecessors) for purposes of eligibility, vesting and benefit computation, other than for purposes of benefit accruals under a defined benefit pension plan maintained by Buyer or that would be duplicative of any benefit otherwise provided to such Transferred Employee, to the same extent as recognized by Dover and its Affiliates and the Benefit Plans.

(b) Employee Benefit Plans Generally. Except as otherwise expressly provided in this Section 5.2, as of the Closing Date, the Acquired Companies shall terminate their participation in each Benefit Plan that is not an Assumed Benefit Plan, and in no event shall any Transferred Employee be entitled to accrue any benefits under such Benefit Plans with respect to services rendered or compensation paid on or after the Closing Date. Buyer and the Acquired Companies shall retain or assume all rights and obligations under each Assumed Benefit Plan, whether arising prior to, on or after the Closing Date. Dover and its Affiliates (excluding the Acquired Companies) shall retain all rights and obligations under each Benefit Plan that is not an Assumed Benefit Plan.

(c) Welfare Benefit Plans and Arrangements. To the extent a Transferred Employee or his or her dependents participates or has participated in a welfare benefit plan that is a Retained Benefit Plan, Dover (or any third party administrator or insurer of Dover or any Business Asset Seller) shall retain Liability for and process and pay, or shall cause to be processed and paid, all eligible claims for welfare benefits on behalf of such Transferred Employee or his or her dependents with a date of service prior to the Closing Date. To the extent that a Transferred Employee or his or her dependents participates in a welfare benefit plan of Buyer (including any welfare benefit plan that is an Assumed Benefit Plan), Buyer (or Buyer’s third party administrator or insurer) shall assume Liability for and process and pay all eligible claims for welfare benefits on behalf of Transferred Employees or their dependents that have a date of service (i) on or after the Closing Date or (ii) at any time under an Assumed Benefit Plan. Buyer shall use reasonable best efforts to cause any preexisting condition clause in any of the welfare plans (including medical, dental and disability coverage) included in Buyer’s benefit programs to be waived for the Transferred Employees. Buyer shall use commercially reasonable efforts to credit the Transferred Employees with any amounts paid under the Benefit Plans prior to the Closing Date toward satisfaction of the applicable deductible amounts and copayment obligations under the corresponding welfare plans of Buyer for the plan year in which the Transferred Employees become eligible to participate in the welfare plans of Buyer; provided the Benefit Plan provides to Buyer information concerning year-to-date deductible and copayment obligations in a commercially reasonable form within thirty (30) days of Closing.

(d) Severance Benefits. Buyer shall be responsible for, and shall pay or cause to be paid, any claim for separation costs, severance pay or other termination benefits in accordance with the terms and conditions of any applicable plans or policies, which claims arise out of or result from any termination of employment of any Transferred Employee that is initiated after the Closing.

(e) COBRA. Dover (or any third party administrator or insurer of Dover or any Business Asset Seller) shall retain Liability for continuation coverage under COBRA or any similar state Law with respect to employees and former employees who are not Transferred Employees. Buyer shall assume Liability for continuation coverage under COBRA or any similar state or local Law with respect to Transferred Employees whose employment is terminated after the Closing Date. With respect to individuals who are dependents of Transferred Employees, Dover (or any third party administrator or insurer of Dover or any Business Asset Seller) shall retain Liability for continuation coverage under COBRA or any similar state or local Law to the extent that the individual experienced a qualifying event on or prior to the Closing Date, and Buyer shall assume such Liability to the extent that the individual experiences a qualifying event after the Closing Date.

(f) Vacation Policy. With respect to any earned but unused vacation time to which any Transferred Employee is entitled pursuant to the vacation policy applicable to such Transferred Employee immediately prior to the Closing Date, Buyer shall allow such Transferred Employee to use such earned vacation to the extent that the vacation is fully accrued and reflected on the Closing Date Balance Sheet.

(g) Payment of Severance; Change of Control Bonuses. At the Closing, to the extent any such Liability constitutes an Acquired Companies Specified Employee Liability that was taken into account for purposes of determining the Cash Purchase Price and to the extent Dover has provided Buyer payment instructions therefor, Buyer shall pay or cause to be paid any such Acquired Companies Specified Employee Liability to any Transferred Employee arising from or as a result of the consummation of the transactions contemplated by this Agreement.

(h) Workers’ Protection Claims. Dover shall, and hereby does, assume or retain the obligation and Liability for any workers’ compensation or similar workers’ protection claims of any Transferred Employee with respect to any injury incurred on or prior to the Closing Date, whether such claim is submitted prior to, on or within three (3) months after the Closing Date.

(i) WARN Act. Buyer shall not be responsible or liable for, and shall not indemnify Dover, its Affiliates, or the Business Asset Sellers for, any violations of the Worker Adjustment and Retraining Notification Act (“WARN”) (or any similar local, state or foreign Law in any jurisdiction regarding mass layoffs or plant closings) up to and including the Closing; provided, however, that Buyer and its Affiliates shall not terminate any Transferred Employee (other than for cause or in the event of a voluntary resignation) for ninety (90) days following the Closing.

(j) Limitation on Obligations. Subject to Section 5.2(i), nothing in this Agreement shall create any obligation on the part of Buyer or the Acquired Companies to continue the employment of any Transferred Employee for any definite period of time following the Closing Date.

(k) No Amendment; No Third-Party Beneficiaries. Regardless of anything else contained herein, the parties do not intend for this Agreement to amend any Benefit Plans or arrangements or create any rights or obligations except between the Parties. No Transferred Employee or other current or former employee of Dover or the Acquired Companies, including any beneficiary or dependent thereof, or any other Person not a party to this Agreement, shall be entitled to assert any claim hereunder.

Section 5.3. Post-Closing Access to Information. For a period of seven (7) years after the Closing Date, each Party shall provide, and shall cause its Affiliates to provide, when reasonably requested to do so by the other Party, access (during normal business hours) to all Books and Records and other information relating to the Acquired Companies, Acquired Businesses, Acquired Assets and Assumed Liabilities, including the right to make copies or extracts therefrom at its expense for any reasonable business purpose; provided, however, that (a) the foregoing shall not apply with respect to any adversarial Proceedings between the Parties and (b) neither Party shall be required to violate any obligation of confidentiality, Order or Law to which any such Party is subject or to waive any privilege which such Party may possess in discharging the obligations set forth in this Section 5.3 (provided that in such event, the Parties shall reasonably cooperate with each other to seek an appropriate remedy to permit the access contemplated hereby). During such period, no Party shall, nor shall it permit its Affiliates to, dispose of, alter or destroy any such Books and Records or other information without giving thirty (30) days’ prior written notice to the other Party and permitting the other Party, at its

expense, to examine, duplicate or repossess such records, files, documents and correspondence. Subject to clause (b) of the first sentence of this Section 5.3, promptly upon request by Buyer made at any time following the Closing Date, Dover shall, and shall cause its Affiliates to, authorize the release to Buyer of all files pertaining to any Acquired Asset, Assumed Liability or Acquired Business held by any Governmental Entity or outside counsel.

Section 5.4. Trade Names.

(a) Dover.

(i) Ownership. Buyer acknowledges that, except as expressly provided in Section 5.4(a)(ii), nothing herein grants Buyer any rights in any registered or unregistered Trademarks incorporating the word “Dover” or any of the words, marks, corporate symbols, acronyms or logos listed in Schedule 5.4(a)(i) or any derivation thereof (collectively, the “Dover Marks”). Except to the extent contemplated by Section 5.4(a)(ii), Buyer shall not, and shall cause its Subsidiaries (including, for the avoidance of doubt, all Acquired Companies after the Closing) not to, use the Dover Marks or any Trademark confusingly similar thereto in connection with the operation of the Acquired Businesses.

(ii) Limited Use. Effective immediately as of the Closing, Dover and its Affiliates hereby grant to Buyer and its Affiliates a worldwide, non-exclusive, royalty-free license, during the Marks Transition Period, with the right to sublicense to manufacturers who are, immediately before the Closing, making Products solely for the benefit of Dover or any of its Affiliates and to distributors or other agents that are, immediately before the Closing, authorized by any of the Acquired Businesses to offer to sell and sell Products, to manufacturers that are authorized to make the Products solely for Buyer or Buyer’s Affiliates, distributors agents and other entities authorized to offer to sell or sell Products by Buyer or Buyer’s Affiliates, in each case to use the Dover Marks for manufacturing, distributing, marketing, selling and supporting the Products in the manner that any such activities were conducted immediately prior to the Closing by Dover and its Affiliates or any reasonable modifications thereto; provided that Buyer shall and shall cause its Affiliates to comply with all reasonable instructions relating to such use of the Dover Marks. Except as expressly stated in this Agreement, no other rights, ownership interest or licenses, express or implied, are granted by Dover in respect of the Dover Marks and all of Dover’s or any of its Affiliate’s rights in and to the Dover Marks not specifically granted under this Agreement are reserved by Dover. Buyer acknowledges that, as between the Parties, Dover owns all right, title, and interest in and to the Dover Marks and goodwill, including future goodwill, associated therewith. Promptly (and in any event within six (6) months) after the Closing Date (such six (6) month period, the “Marks Transition Period”), Buyer shall, and Buyer shall cause the Designated Purchasers, the Acquired Companies and their Subsidiaries to, make all filings with any office, agency or body and take all other actions necessary to effect the elimination of any use of the Dover Marks from the corporate names, registered names or registered fictitious names of the Acquired Companies and their Subsidiaries. By the end of the Marks Transition Period, Buyer shall, and Buyer shall cause the Designated Purchasers, the Acquired Companies and their Subsidiaries to, remove, obliterate or cover up the Dover Marks from their respective signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents, business cards, equipment, machinery, Products and other materials used in connection with the Acquired Businesses to the extent that the foregoing

are Customer-Facing Materials (collectively, the “Trade Materials”). “Customer-Facing Materials” means materials on which the Xxxxx Xxxx is reasonably visible to end consumers in the ordinary course of use. Notwithstanding the foregoing, Buyer shall be permitted to sell the entire supply of spare parts and inventory existing as of three (3) months after the Closing Date without the requirement to remove, obliterate or cover up the Dover Marks existing thereon. At all times after the Closing, Buyer and the Acquired Companies shall be permitted to communicate to third parties that Buyer and the Designated Purchasers have purchased the Acquired Businesses from Dover and its relevant Affiliates and reference such name(s) in such communications.

(b) Xxxxxxx Xxxxxxx Technologies and Multitest.

(i) Ownership. Dover acknowledges that, at the Closing, Buyer and/or its Affiliates will acquire the absolute and exclusive proprietary right to all names, trade names, trademarks, service names and service marks incorporating the words “Xxxxxxx Xxxxxxx Technologies”, “Multitest” and any derivation thereof and any corporate symbols or logos related thereto. Except to the extent contemplated by Section 5.4(b)(ii), Dover shall not, and shall cause its Affiliates (including, for the avoidance of doubt, the Asset Sellers) not to, use said words or any symbol or logo incorporating any such words in connection with the sale of any products or services or otherwise in the conduct of its or their businesses.

(ii) Limited Use. Promptly (and in any event within six (6) months) after the Closing Date, Dover shall, and Dover shall cause its Affiliates to, remove, obliterate or cover up the names “Xxxxxxx Xxxxxxx Technologies”, “Multitest” and any derivation thereof and any corporate symbols or logos related thereto from their respective signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents, business cards and other materials, and Dover shall not, and Dover shall cause its Affiliates not to, put into use after the Closing Date any such materials not in existence on the Closing Date that bear any such reference; provided, however, that Dover shall be permitted to communicate to third parties that Dover has sold the Acquired Businesses to Buyer and reference such names in such communications.

Section 5.5. Insurance.

(a) Responsibility to Maintain Insurance. Except as provided in Section 5.5(b), neither Buyer nor any Acquired Company shall have any right to make claims after the Closing Date under insurance policies issued by third parties that may have provided coverage to any Acquired Company as an Affiliate of Dover prior to the Closing Date, whether the incident giving rise to any such claim occurs prior to, on or after the Closing Date. Following the Closing, insurance requirements of Buyer and each Acquired Company will be the sole responsibility of Buyer and such Acquired Company.

(b) Pre-Closing Events. Notwithstanding the provisions of Section 5.5(a), to the extent any claims arise under (i) insurance policies issued by third-party insurers and owned by or covering any Acquired Company, Acquired Asset, Assumed Liability or Acquired

Business or (ii) self-insurance plans, programs or arrangements sponsored or maintained by Dover or its Affiliates (other than the Acquired Companies), in either case with respect to occurrences arising prior to the Closing, the Acquired Company, Buyer and/or any Designated Purchaser may make claims after the Closing Date under such policies, plans, programs or arrangements without regard to any other provision hereof, but subject to such conditions contained therein, including all reporting and notice requirements thereof as to which Dover has provided Buyer with timely notice. Subject to Section 9.5, Dover shall, or shall cause its Affiliates to, assist any Acquired Company, Buyer and/or any Designated Purchaser with the filing and prosecution of claims under such insurance policies, plans, programs or arrangements as to matters which give rise to or are regarded as pre-Closing occurrences and shall pay the proceeds (if any) of such claims to such Acquired Company, Buyer or any Designated Purchaser, as the case may be; provided, however, that Buyer shall be responsible for and shall pay to Dover all reasonable out of pocket expenses (including reasonable fees and expenses of third parties attributable to the handling of such claims) relating to services for claims administration, investigation, appraisals and claim review incurred on or after the Closing Date with respect to any such claims under such insurance policies, plans, programs or arrangements. Dover shall not, and shall cause its Affiliates not to, take any action to limit, terminate or otherwise adversely affect the coverage provided to beneficiaries of any such insurance policies, plans, programs or arrangements as to matters which give rise to or are regarded as pre-Closing occurrences in a manner that is not generally applicable to other businesses of Dover and its Affiliates.

(c) No Representations, Warranties or Covenants. Dover makes no representations, warranties or covenants regarding the scope, availability or amount of coverage under any insurance policies contemplated by this Section 5.5, and shall not have any responsibility, and shall not be held liable, for the actions of the insurers under such insurance policies regarding claims submitted by Dover or its Affiliates on behalf of Buyer or any Acquired Company.

Section 5.6. Further Assurances.

(a) From time to time after the Closing Date and without further consideration, (i) upon the request of either Party, the other Party shall execute and deliver to the requesting Party such documents and take such actions as the requesting Party reasonably requests to consummate more effectively the intent and purposes of the Parties under this Agreement and the transactions contemplated hereby; and (ii) upon the request of Buyer, Dover shall, and shall cause the Equity Sellers and the Asset Sellers to, execute and deliver all instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as Buyer may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Buyer or any Designated Purchaser and confirm Buyer’s or any Designated Purchaser’s good and valid title to the Acquired Shares (free and clear of all Liens other than restrictions on transfer imposed by applicable securities Law) and the Acquired Assets (free and clear of all Liens other than Permitted Liens and in the case of Acquired Real Property, Permitted Real Property Exceptions), to put Buyer or a Designated Purchaser in actual possession and operating control thereof, to permit Buyer or a Designated Purchaser to exercise all rights with respect thereto (including all rights with respect to Nonassignable Assets) and to complete the transactions contemplated hereby.

(b) Dover shall, and shall cause its Affiliates to, promptly pay to Buyer all monies received by Dover or any of its Affiliates following the Closing with respect to any Acquired Business or any Acquired Asset, including any accounts receivable or any claim, right or benefit arising thereunder included in the Acquired Assets.

Section 5.7. Non-Competition; Non-Solicitation.

(a) Subject to Section 5.7(b), in order for Buyer to protect and preserve the going concern value and goodwill of each Acquired Business, and as a material inducement to Buyer to enter into this Agreement, Dover shall not, and shall cause each of its Affiliates not to, directly or indirectly (whether by itself, through an Affiliate or in partnership or conjunction with, or as a member, owner, investor, partner, joint venturer, consultant or agent of, any other Person):

(i) for a period of five (5) years following the Closing Date, undertake, participate or carry on or be engaged in, or in any other manner advise or assist any other Person in connection with the operation of or engagement in, any Competing Business Activities anywhere in the world;

(ii) for a period of five (5) years following the Closing Date, solicit, entice, encourage or influence, or attempt to solicit, entice, encourage or influence, any customer of any of the Acquired Businesses as of the Closing Date and any Person who has been a customer of any of the Acquired Businesses at any time during the twenty-four (24) month period prior to the Closing Date to reduce, terminate or alter in a manner adverse to Buyer, any Acquired Company or any Acquired Business its business relationship with Buyer, any Acquired Company or any Acquired Business; and

(iii) for a period of eighteen (18) months following the Closing Date, solicit, entice, encourage or influence, or attempt to solicit, entice, encourage or influence, any Restricted Person to resign or otherwise leave the employ of Buyer or any Acquired Company or otherwise hire, employ, engage or contract with any Restricted Person to perform services other than for the benefit of Buyer or any Acquired Company;

provided, however, that with respect to each of the periods set forth in clauses (i) – (iii) of this Section 5.7(a), if Dover or any of its Affiliates is in breach of such clause, the running of the applicable period specified in such clause shall be suspended during the pendency thereof.

(b) Notwithstanding Section 5.7(a), Dover and its Affiliates shall not be prohibited from or restricted in any way with respect to: (i) advertising job openings by use of newspapers, magazines, the Internet and other media not directed at individual Restricted Persons or hiring Restricted Persons as a result thereof, (ii) hiring or soliciting any Restricted Person who has terminated employment with Buyer, any Acquired Company or any Affiliate thereof, so long as there was no solicitation by Dover or its Affiliates prior thereto; provided, that no such hiring or solicitation shall occur within the three-month period following such termination, (iii) holding not more than five percent (5%) of the outstanding voting securities of any company (whether public or private) that is primarily engaged in Competing Business Activities, or (iv) acquiring, and following such acquisition, actively engaging in any business that has a subsidiary, division, group, franchise or segment that is engaged in any Competing Business Activity, so long as for the most recent fiscal year ending prior to the date of such acquisition, the revenues derived from the Competing Business Activities were equal to or less than fifteen percent (15%) of the total consolidated revenues of such business; provided, however, that if such revenues derived from the Competing Business Activities were more than fifteen percent (15%) of the total consolidated revenues of such business, Dover or the applicable acquiring Affiliate (the “Competing Business Seller”) shall sell or otherwise divest such Competing Business Activities within two (2) years following such acquisition; provided, further, however, that prior to consummating a sale or other divestiture of a Competing Business Activity pursuant to this Section 5.7(b), Buyer shall be given the right to exercise a right of first offer with respect thereto, in accordance with the following procedures:

(i) Prior to the consummation of a sale or other divestiture of a Competing Business Activity, the Competing Business Seller shall deliver a notice (the “Sale Notice”) to Buyer. The Sale Notice shall contain a detailed description of the Competing Business Activity to be sold or otherwise divested. Upon receipt of the Sale Notice, Buyer shall have the exclusive right, for a period of 90 days from receipt of the applicable Sale Notice, to make an offer to purchase the Competing Business Activity specified in the Sale Notice, by delivering written notice of such election to the Competing Business Seller at any time within ninety (90) days following the delivery of the Sale Notice. During such ninety (90)-day period, Dover shall (A) cooperate with Buyer, and make such personnel and information available to Buyer as Buyer shall reasonably request, to allow Buyer to undertake its due diligence investigation of the Competing Business Activity to be sold or otherwise divested and (B) negotiate with Buyer in good faith the terms of any such offer.

(ii) If Buyer does not deliver a written notice within such ninety (90)-day period, Buyer’s right of first offer shall terminate with respect to such Competing Business Activity to be sold or otherwise divested and the Competing Business Seller may sell the applicable Competing Business Activity to any other party.

(c) Each Party agrees that the duration and geographic scope of the non-competition and non-solicitation provisions set forth in this Section 5.7 are reasonable. In the event that any court of competent jurisdiction determines that the duration or the geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, each of the Parties agrees that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. Each Party intends that these non-competition and non-solicitation provisions shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America and each comparable jurisdiction or subdivision thereof anywhere else in the world. Each Party agrees that damages are an inadequate remedy for any breach of this provision and that Buyer shall, whether or not it is pursuing any potential remedies at law, be entitled to seek equitable relief in the form of preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of this non-competition provision.

(d) Dover acknowledges that the ownership by its Affiliates of Acquired Shares and Acquired Assets represents a substantial interest in the Acquired Businesses and Dover intends to cause its Affiliates to transfer to Buyer the goodwill reflected in the Acquired Shares owned by such Affiliate. Dover further acknowledges that Buyer would not enter into this Agreement but for the restrictions in this Section 5.7.

Section 5.8. Proprietary Information. From and after the Closing, Dover shall not, and shall cause its Affiliates not to, disclose to any third party which is not an Affiliate or representative thereof, or make use of, any information relating to any Acquired Company, Acquired Asset, Assumed Liability or Acquired Business that provides Buyer, any Acquired Company or any Acquired Business with a competitive advantage (or that could be used to the disadvantage of Buyer, any Acquired Company or any Acquired Business), which is not generally known by, nor easily learned or determined by, Persons outside the Acquired Businesses (collectively referred to herein as “Proprietary Information”) including: (i) specifications, manuals, software in various stages of development, and other technical data; (ii) customer and prospect lists, details of agreements and communications with customers and prospects, and other customer information; (iii) sales plans and projections, product pricing information, protocols, acquisition, expansion, marketing, financial and other business information and existing and future products and business plans and strategies of Buyer, any Acquired Company or any Acquired Business; (iv) sales proposals, demonstrations systems, sales material; (v) research and development; (vi) software systems, computer programs and source codes; (vii) sources of supply; (viii) identity of specialized consultants and contractors and Proprietary Information developed by them for Buyer, any Acquired Company or any Acquired Business; (ix) purchasing, operating and other cost data; (x) special customer needs, cost and pricing data; and (xi) employee information (including personnel, payroll, compensation and benefit data and plans), including all such information recorded in manuals, memoranda, projections, reports, minutes, plans, drawings, sketches, designs, data, specifications, software programs and records, whether or not legended or otherwise identified by Buyer, any Acquired Company or any Acquired Business as Proprietary Information. Proprietary Information shall not include such information that Dover can demonstrate (A) is generally available to the public (other than as a result of a disclosure by Dover or any of its Affiliates), (B) was disclosed to

Dover or any of its Affiliates by a third party not known by Dover or any of its Affiliates to be under any obligation to keep such information confidential, or (C) was independently developed by Dover or any of its Affiliates without reference to Proprietary Information. Notwithstanding the foregoing, neither Dover nor any of its Affiliates shall have any obligation hereunder to keep confidential any of the Proprietary Information to the extent such Person is required by Law or required by a Governmental Entity of competent jurisdiction to disclose such information; provided, that, prior to making any such disclosure, such Person shall give prior written notice thereof to Buyer, to the extent permitted by applicable Law, and provide Buyer with the opportunity to contest such disclosure, and shall reasonably cooperate (at Buyer’s sole expense) with efforts to prevent such disclosure.

Section 5.9. Cooperation in Litigation. From and after the Closing Date, each Party shall provide reasonable cooperation with the other in the defense or prosecution of any Proceeding already instituted or which may be instituted hereafter against or by such other Party relating to or arising out of any Acquired Asset, Assumed Liability, Excluded Asset, Excluded Liability or the conduct of any Acquired Business prior to or after the Closing Date (other than litigation among the Parties and/or their Affiliates arising out the transactions contemplated by this Agreement). Subject to Article IX, the Party requesting such cooperation shall pay the reasonable out-of-pocket expenses incurred in providing such cooperation (including legal fees and disbursements) by the Party providing such cooperation and by its officers, directors, employees and agents, but shall not be responsible for reimbursing such Party or its officers, directors, employees and agents for their time spent in such cooperation.

Section 5.10. Transaction Confidentiality Agreements. Dover shall, and shall cause its Affiliates to, at Buyer’s sole cost and expense, enforce the rights of Dover and its Affiliates under any confidentiality agreement with another former potential purchaser of all or any part of any Acquired Business or any Acquired Asset for the benefit of Buyer and its Affiliates as Buyer directs.

Section 5.11. Relocation Payment Adjustments.

The principal amount of the Promissory Note shall be adjusted in accordance with the terms thereof and as follows: (i) in the event that Dover receives a written notice from Buyer prior to January 1, 2015 indicating that Buyer has entered into a lease with respect to replacement space for the property located at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx, the principal amount of the Promissory Note shall be reduced by $1,000,000; (ii) in the event that Dover receives a written notice from Buyer prior to January 1, 2015 indicating that Buyer has entered into a lease with respect to replacement space for the property located at Xx. 0, 0X, xxxxxxxx xx Xxxxxxx Xxxxxxxxxx Xxxx, 6 Liufang Road Xxx Xxxxx Baoan District, Shenzhen PRC, the principal amount of the Promissory Note shall be reduced by $1,000,000; and (iii) in the event that Dover receives a written notice from Buyer prior to January 1, 2015 indicating that Buyer has either developed a plan to undertake the refurbishment of the premises in connection with the highway relocation occurring adjacent to the building located at Auessere Xxxxxxxxxxxxx 0 (XX0 to 4), 00000 Xxxxxxxxx, Xxxxxxx (the “Rosenheim Property”) or has commenced the relocation from such location, the principal amount of the Promissory Note shall be reduced by $1,750,000; provided, however, in the event that the Promissory Note is prepaid, in full, prior to January 1, 2015 in accordance with its terms, (x) if either of the trigger events specified in the foregoing clauses (i)

and (ii) has not occurred at such time, then, upon the occurrence of each such trigger event (to the extent each such event occurs prior to January 1, 2015), Dover shall pay by wire transfer of immediately available funds to Buyer or its designee $1,000,000 as soon as reasonably practicable (and in any event within three (3) business days) after the occurrence of each such trigger event, and (y) in the event that the trigger event specified in clause (iii) has not occurred at such time, the principal amount of the Promissory Note shall be reduced by an amount equal to $1,750,000 concurrent with such prepayment.

Section 5.12. Termination of German Profit and Loss Arrangement. The German Profit and Loss Arrangement will be terminated in accordance with the following procedures:

(a) On the Closing Date, atg L&M shall wire to Dover Germany in accordance with wire instructions provided by Dover not less than five (5) business days prior to the Closing Date, all Cash and Cash Equivalents held by atg L&M as of the close of business on the business day immediately prior to the Closing Date as partial consideration for atg L&M’s obligations to Dover Germany under the German Profit and Loss Arrangement.

(b) During the period prior to the delivery of the Preliminary Closing Date Balance Sheet, Buyer and Dover shall use commercially reasonable efforts to estimate the final profit distribution amount to be paid by atg L&M to Dover Germany under the German Profit and Loss Arrangement. The amount of such obligation (less the amount of Cash and Cash Equivalents wired to Dover Germany in accordance with Section 5.12(a)) shall be included as a current liability for purposes of the calculation of the Working Capital.

(c) If after the audit of the profits of atg L&M, it is determined that the final profit distribution amount is (i) greater than the amount of the estimate set forth in Section 5.12(b), such difference shall be paid by Dover to Buyer not less than five (5) business days prior to the next payment required to be made by atg L&M pursuant to Section 5.12(d) or (ii) less than the amount of the estimate set forth in Section 5.12(b), such difference shall be paid by Buyer to Dover within five (5) business days after the date of such determination.

(d) On the 30^th day of January, April, July, October (and in any event, on or before the first anniversary of the Closing Date), Buyer shall cause atg L&M to pay to Dover Germany the amounts of excess cash held by atg L&M as of the end of the prior calendar quarter until such time as atg L&M has paid in full the final outstanding balance of atg L&M’s obligation to Dover Germany under the German Profit and Loss Arrangement.

ARTICLE VI

CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS

Section 6.1. Conditions Precedent to Buyer’s Obligations. Each and every obligation of Buyer to be performed on or after the Closing Date under this Agreement (to the extent contemplated to be performed at or following the Closing) is subject to the satisfaction (or written waiver by Buyer, to the extent permissible under applicable Law), prior to or at the Closing, of each of the following conditions:

(a) Representations and Warranties. The representations and warranties of Dover made in this Agreement (i) other than those representations and warranties set forth in Sections 3.1(a) (Due Organization and Power), (b) (Authority), (c) (Ownership), (d) (Title to Acquired Shares) and (m) (Title to Acquired Assets; Sufficiency of Assets), when read without any exception or qualification for materiality or Material Adverse Effect (except for Section 3.1(h)(i)), shall be true and correct as of the date hereof and on the Closing Date as though made on the Closing Date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date), except for failures of such representations and warranties to be true and correct which, individually or in the aggregate, have not resulted in a Material Adverse Effect, and (ii) set forth in Sections 3.1(a) (Due Organization and Power), (b) (Authority), (c) (Ownership), (d) (Title to Acquired Shares) and (m) (Title to Acquired Assets; Sufficiency of Assets), when read without any exception or qualification for materiality or Material Adverse Effect, shall be true and correct in all material respects as of the date hereof and on the Closing Date as though made on the Closing Date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date).

(b) Performance of Obligations. Dover shall have performed or complied in all material respects with its obligations and covenants required by this Agreement to be performed or complied with by Dover at or prior to the time of the Closing.

(c) No Injunction, Etc. No preliminary or permanent injunction or Order issued by any Governmental Entity or Law shall be in effect, and no Proceeding shall have been instituted or threatened, that does or would reasonably be expected to (i) restrain, enjoin or otherwise prohibit (or challenge the legality of) any of the transactions contemplated hereby or (ii) cause any of the transactions contemplated hereby to be rescinded following consummation.

(d) Delivery of Documents. Dover shall have delivered, or caused to have been delivered, to Buyer the documents described in Section 8.2.

(e) Compliance with HSR Act and Other Competition Laws. All relevant waiting periods (and any extension thereof) under the HSR Act or any other Material Competition Laws shall have expired or been terminated.

(f) China Approvals. The sale of each of Xxxxxxx Xxxxxxx Technologies (Shenzhen) Limited and Test Solutions (Suzhou) Co., Ltd. shall have been approved by all applicable Governmental Entities of the People’s Republic of China.

(g) Termination of Profit and Loss Agreement. The German Profit and Loss Arrangement shall have been terminated in accordance with applicable Law.

(h) No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Material Adverse Effect.

Section 6.2. Frustration of Conditions Precedent. Buyer may not rely on the failure of any condition set forth in Section 6.1 to be satisfied if such failure was caused by Buyer’s failure to use its reasonable best efforts to cause the Closing to occur to the extent required by Section 4.3.

ARTICLE VII

CONDITIONS PRECEDENT TO DOVER’S OBLIGATIONS

Section 7.1. Conditions Precedent to Dover’s Obligations. Each and every obligation of Dover to be performed on or after the Closing Date under this Agreement (to the extent contemplated to be performed at or following the Closing) is subject to the satisfaction (or written waiver by Dover, to the extent permissible under applicable Law), prior to or at the Closing, of each of the following conditions:

(a) Representations and Warranties. The representations and warranties of Buyer made in this Agreement (i) other than those representations and warranties set forth in Sections 3.2(a) (Due Organization and Power) and (b) (Authority), when read without any exception or qualification for materiality, shall be true and correct as of the date hereof and on the Closing Date as though made on the Closing Date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date), except for failures of

such representations and warranties to be true and correct which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyer’s ability to perform its obligations under this Agreement, and (ii) set forth in Sections 3.2(a) (Due Organization and Power) and (b) (Authority), when read without any exception or qualification for materiality, shall be true and correct in all material respects as of the date hereof and on the Closing Date as though made on the Closing Date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date).

(b) Performance of Obligations. Buyer shall have performed or complied in all material respects with its obligations and covenants required by this Agreement to be performed or complied with by Buyer at or prior to the time of the Closing.

(c) No Injunction, Etc. No preliminary or permanent injunction or Order issued by any Governmental Entity or Law that restrains, enjoins or otherwise prohibits the transactions contemplated hereby shall be in effect, and no Proceeding initiated by a Governmental Entity shall have been instituted or threatened to restrain, enjoin or otherwise prohibit (or challenge the legality of) the transactions contemplated hereby.

(d) Delivery of Documents. Buyer shall have delivered, or caused to have been delivered, to Dover the documents described in Section 8.3.

Section 7.2. Frustration of Conditions Precedent. Dover may not rely on the failure of any condition set forth in Section 7.1 to be satisfied if such failure was caused by Dover’s failure to use its reasonable best efforts to cause the Closing to occur to the extent required by Section 4.3.

ARTICLE VIII

CLOSING

Section 8.1. Closing Date. Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Section 10.1, and provided that the conditions to the Closing set forth in Section 6.1 and Section 7.1 are satisfied or waived, the closing with respect to the transactions contemplated hereby (the “Closing”) shall take place at 10:00 a.m., Central Time, remotely via the exchange of documents and signatures, on the fourth (4th) business day immediately following the satisfaction or waiver of such conditions to the Closing (other than those such conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other time as the Parties shall agree upon. The actual date of the Closing is referred to in this Agreement as the “Closing Date.” Notwithstanding the foregoing, all acts and transactions to be taken or effected at the Closing shall be deemed to be effective as of the close of business on the Closing Date in the respective jurisdiction in which any of the Acquired Businesses is operated.

Section 8.2. Items to be Delivered by Dover. At the Closing, Dover shall deliver to Buyer the following documents, in each case duly executed and otherwise in proper form:

(a) Compliance Certificate. A certificate, in form and substance reasonably acceptable to Buyer, dated the Closing Date, signed on behalf of Dover by a duly authorized officer thereof, confirming the satisfaction of the conditions set forth in Sections 6.1(a), 6.1(b) and 6.1(f).

(b) Instruments of Conveyance and Transfer. Such stock transfer instruments, Local Agreements, deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment, in form and substance reasonably acceptable to Buyer, as shall be effective to vest in Buyer all good and valid title to the Acquired Shares free and clear of Liens (other than restrictions on transfer imposed by applicable securities Laws) and the Acquired Assets free and clear of all Liens (other than Permitted Liens and, in the case of Acquired Real Property, Permitted Real Property Exceptions), in each case as provided for pursuant to this Agreement or as otherwise agreed in writing by the Parties.

(c) Stock Certificates. The certificates representing the Acquired Shares, duly endorsed to Buyer (or the applicable Designated Purchaser) or accompanied by duly executed stock powers (or equivalent documents) assigning the Acquired Shares to Buyer (or the applicable Designated Purchaser), in form and substance reasonably acceptable to Buyer, and any other documents necessary to transfer to Buyer (or the applicable Designated Purchaser) good and valid title to the Acquired Shares free and clear of all Liens (other than restrictions on transfer imposed by applicable securities Laws).

(d) Resignations. The resignations of the individuals then serving as officers and/or directors of the Acquired Companies, effective as of the Closing Date (other than any such resignations which Buyer designates, by written notice to Dover, as unnecessary).

(e) Transition Services Agreement. The Transition Services Agreement, duly executed by Dover.

(f) ProWorks License Agreement. The ProWorks License Agreement, duly executed by Dover.

(g) FIRPTA Certificate. A properly executed statement by Dover, in form and substance reasonably acceptable to Buyer, for purposes of satisfying Buyer’s obligations under Treasury Regulation Section 1.1445-2(c)(3).

(h) IP Termination Agreement and Subordination Agreement. The IP Termination Agreement, duly executed by the parties thereto, and the Subordination Agreement, duly executed by Dover.

(i) Consents and Notices. Evidence reasonably acceptable to Buyer that all of the waivers, permits, consents, approvals, authorizations, registrations, filings and notices identified on Schedule 8.2(i) shall have been obtained or made, as applicable.

(j) Lien Terminations. Duly executed written instruments (A) releasing (1) any Liens (other than Permitted Liens and Permitted Real Property Exceptions) on any Acquired Asset or any asset, right or property of any Acquired Company and (2) any Lien (other than restrictions on transfer imposed by applicable securities Laws) on any Acquired Shares or any other equity interest in any Acquired Company, and (B) authorizing the filing of UCC-3 termination statements (or other comparable documents) for any UCC-1 financing statements (or other comparable documents) filed in connection with any such Lien.

(k) Termination of Related Party Agreements. Evidence reasonably acceptable to Buyer that any Contracts and other arrangements listed on Schedule 8.2(k) have been terminated on terms reasonably satisfactory to Buyer.

(l) Supply Agreement. The Supply Agreement, duly executed by DEK.

(m) Form 8023. IRS Form 8023 and similar state forms required to be delivered pursuant to Section 5.1(f)(i).

(n) Other Documents. Certificates of good standing (in jurisdictions where such concept is applicable) of Dover, the Equity Sellers, the Asset Sellers and the Acquired Companies in their respective jurisdictions of organization and, in the case of the Acquired Companies, in the various foreign jurisdictions in which they are qualified, certified charter documents of Dover, the Equity Sellers, the Asset Sellers and the Acquired Companies and certificates as to the incumbency of officers and the adoption of authorizing resolutions of Dover, the Equity Sellers, the Asset Sellers and the Acquired Companies.

Section 8.3. Items to be Delivered by Buyer. At the Closing, Buyer shall deliver to Dover the following documents, in each case duly executed and otherwise in proper form:

(a) Compliance Certificate. A certificate, in form and substance reasonably acceptable to Dover, dated the Closing Date, signed on behalf of Buyer by a duly authorized officer thereof, confirming the satisfaction of the conditions set forth in Sections 7.1(a) and 7.1(b).

(b) Instruments of Assumption and Transfer. Such assumption instruments, Local Agreements, endorsements, consents, and other good and sufficient instruments of assumption as shall be effective to vest in Buyer all good and valid title to the Acquired Shares free and clear of Liens (other than restrictions on transfer imposed by applicable securities Laws) and the Acquired Assets free and clear of all Liens (other than Permitted Liens and, in the case of the Acquired Real Property, Permitted Real Property Exceptions), in each case as provided for pursuant to this Agreement or as otherwise agreed by the Parties.

(d) ProWorks License Agreement. The ProWorks License Agreement, duly executed by Buyer or an Affiliate thereof.

(e) Promissory Note. The Promissory Note, duly executed by Buyer, along with a security agreement, duly executed by Buyer, in substantially the form as that duly executed by Buyer with Silicon Valley Bank.

(f) Other Documents. Certificates of good standing (in jurisdictions where such concept is applicable) of Buyer and each Designated Purchaser in their respective jurisdictions of organization, certified charter documents of Buyer and each Designated Purchaser and certificates as to the incumbency of officers and the adoption of authorizing resolutions of Buyer and each Designated Purchaser.

ARTICLE IX

INDEMNIFICATION

Section 9.1. Indemnification by Dover.

(a) General. If the Closing occurs, and subject to the terms and conditions of this Article IX, Dover shall indemnify and hold harmless Buyer and its Affiliates (including the Acquired Companies) and their respective directors, officers, employees, assigns and successors (each, a “Buyer Indemnified Party”), from and against all Losses arising from, relating to or constituting (i) any inaccuracy in or breach of any representation or warranty made by Dover in this Agreement on the Closing Date as though made on the Closing Date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date) or by Dover or any of its Affiliates in any other document or instrument executed and delivered pursuant hereto, (ii) any breach of any covenant or agreement made by Dover contained in this Agreement or made by Dover or any of its Affiliates contained in any other document or instrument executed and delivered pursuant hereto, (iii) any Excluded Liabilities, (iv) the CTB Spin-off (including any Taxes payable with respect thereto), (v) any failure of Buyer, Dover or any of their respective Affiliates, in connection with the sale of the Acquired Assets pursuant to this Agreement, to comply with, and obtain for Buyer the benefits afforded by compliance with, any applicable bulk transfers Laws, (vi) any claim brought against Xxxxxxx Xxxxxxx Technologies LLC to the extent (and only to the extent) arising out of or to the extent (and only to the extent) resulting from its capacity as a former equityholder of any of the Excluded Entities, (vii) any claim for fraud arising in connection with the transactions contemplated by this Agreement, (viii) any claims relating to the matters described on Schedule 9.1(a) or (ix) any Taxes payable as a result of Buyer’s failure to withhold and deduct from the consideration otherwise payable pursuant to this Agreement to any Asset Seller or Equity Seller such amounts as Buyer is required to withhold and deduct with respect to the making of such payment under the Code or any other applicable state, local or foreign tax law; provided, however, that Dover shall not be responsible for any interest, penalties or other similar amounts payable with respect to any Taxes so required to be withheld unless Buyer provided notice to Dover of the withholding requirement relating to such Tax (with reasonable supporting detail) not less than five (5) business days prior to the Closing Date and Dover did not consent to such withholding by Buyer prior to the Closing.

(b) Limitations. Dover’s obligations under Section 9.1(a)(i) shall be subject to the following limitations:

(i) Dover shall not have any liability for Losses under Section 9.1(a)(i) unless and until (A) each individual unrelated claims for Losses exceeds $20,000 or (B) the aggregate of all such unrelated claim for Losses exceeds $250,000 (at which time Dover shall, subject to the other limitations of this Section 9.1(b), have liability for the total amount of such Losses);

(ii) Dover shall not have any liability for Losses under Section 9.1(a)(i) unless and until the aggregate of all Losses relating thereto for which Dover would otherwise be liable exceeds $800,000 (it being understood that such amount shall be a deductible for which Dover shall bear no indemnification responsibility) (the “Threshold”); and

(iii) Dover shall not have any liability for Losses under Section 9.1(a)(i) to the extent the aggregate amount of Losses for which Dover would otherwise be liable thereunder exceeds $14,250,000 (the “Lower Cap”);

provided, however, that the limitations set forth in this Section 9.1(b) shall not apply to (x) any inaccuracy in or breach of any representation or warranty set forth in Sections 3.1(a) (Due Organization and Power), 3.1(b) (Authority), 3.1(c) (Ownership), 3.1(d) (Title to Acquired Shares), 3.1(g) (Tax Matters), 3.1(m) (Title to Acquired Assets; Sufficiency of Assets), 3.1(p) (Employee Benefits), but only to extent any representation or warranty in Section 3.1(p) relates to Taxes, 3.1(v) (Indebtedness) and 3.1(z) (Fees) (collectively, the “Fundamental Matters”), or (y) any claim based on fraud.

(c) Survival. Except for claims based on fraud, (i) the indemnification provided for in Section 9.1(a)(i) shall terminate upon the eighteen (18) month anniversary of the Closing Date, except with respect to (A) the Fundamental Matters (other than Section 3.1(g)), in which case such indemnification shall survive indefinitely, (B) any representation or warranty set forth in Section 3.1(g), in which case such indemnification shall terminate, (I) in the case of a claim for Taxes in the United States or any state territory thereof, sixty (60) days after the expiration of the longest applicable statute of limitations and (II) in the case of a claim for Taxes outside of the United States or any state territory thereof, six (6) months following a final and binding assessment for any Taxes, (C) any representation or warranty set forth in Section 3.1(l) (Environmental Matters) or 3.1(r) (Intellectual Property), in which case such indemnification shall terminate on the three (3) year anniversary of the Closing Date and (D) any representation or warranty set forth in Section 3.1(f)(ii) (Financial Statements, Undisclosed Liabilities; Accounts Receivable; Inventory) shall survive until the later to occur of (I) the eighteen (18) month anniversary of the Closing Date and (II) the date thirty (30) days after Buyer has completed its second (2^nd) audit of the Acquired Businesses, and (ii) the indemnification provided for in Section 9.1(a)(ii) shall terminate in accordance with the expiration of the terms of the covenants and agreements covered thereby or, if no term is expressly stated therein, upon the expiration of the statute of limitations period applicable to the matters covered thereby; provided, however, that, in each case under clause (i) or clause (ii) of this Section 9.1(c), such indemnification shall continue thereafter as to any Losses with respect to which a Buyer Indemnified Party has given Dover an Indemnification Notice in accordance with Section 9.3 on or prior to the date such indemnification would have otherwise terminated in accordance with this Section 9.1(c), as to which such indemnification shall continue solely with respect to the specific matters identified in such Indemnification Notice until the resolution and satisfaction thereof in accordance with this Agreement.

(d) Qualifications. For purposes of determining (i) whether there has been a breach requiring indemnification as provided in Section 9.1 and (ii) the Losses with respect thereto, each representation, warranty, covenant and agreement made by Dover or any of its Affiliates, whether made herein or in any other document or instrument executed and delivered pursuant to this Agreement, shall be deemed to have been made without any qualifications or limitations as to materiality (including any qualifications or limitations made by reference to a Material Adverse Effect); provided, that, any such limitation or qualification contained in the first sentence of Section 3.1(h) shall be given effect solely for purposes of determining whether there has been a breach requiring indemnification as provided in Section 9.1.

(e) Maximum Liability. Notwithstanding anything contained herein to the contrary, from and after the Closing, except for claims based on fraud, the maximum aggregate Liability of Dover pursuant to Section 9.1(a)(i) shall not exceed $93,500,000 (the “Higher Cap”).

Section 9.2. Indemnification by Buyer.

(a) General. If the Closing occurs, and subject to the terms and conditions of this Article IX, Buyer shall indemnify and hold harmless Dover and its Affiliates and their respective directors, officers, employees, assigns and successors (each, a “Dover Indemnified Party”), from and against all Losses arising from, relating to or constituting (i) any inaccuracy in or breach of any representation or warranty made by Buyer in this Agreement on the Closing Date as though made on the Closing Date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date) or by Buyer or any of its Affiliates in any other document or instrument executed and delivered pursuant hereto, (ii) any breach of any covenant or agreement made by Buyer in this Agreement or made by Buyer or any of its Affiliates in any other document or instrument executed and delivered pursuant hereto, (iii) the Assumed Liabilities or (iv) any claim for fraud arising in connection with the transactions contemplated by this Agreement (except, with respect to each of the foregoing clause (i), (ii), (iii) or (iv), to the extent any Buyer Indemnified Party is entitled to indemnification for such Losses under Section 9.1).

(b) Limitations. Buyer’s obligations under Section 9.2(a)(i) shall be subject to the following limitations:

(i) Buyer shall not have any liability for Losses under Section 9.2(a)(i) unless and until (A) each individual unrelated claim for Losses exceeds $20,000 or (B) the aggregate of all such unrelated claim for Losses exceeds $250,000 (at which time Dover shall, subject to the other limitations of this Section 9.2(b), have liability for the total amount of such Losses);

(ii) Buyer shall not have any liability for Losses under Section 9.2(a)(i) unless and until the aggregate of all Losses relating thereto for which Buyer would otherwise be liable exceeds the Threshold (it being understood that such amount shall be a deductible for which Buyer shall bear no indemnification responsibility); and

(iii) Buyer shall not have any liability for Losses under Section 9.2(a)(i) to the extent the aggregate amount of Losses for which Buyer would otherwise be liable thereunder exceeds the Lower Cap;

provided, however, that the limitations set forth in this Section 9.2(b) shall not apply to any inaccuracy in or breach of any representation or warranty set forth in Sections 3.2(a) (Due Organization and Power) or 3.2(b) (Authority) or any claim based on fraud.

(c) Survival. Except for claims based on fraud, (i) the indemnification provided for in Section 9.2(a)(i) shall terminate upon the eighteen (18) month anniversary of the Closing Date and (ii) the indemnification provided for in Section 9.2(a)(ii) shall terminate in accordance with the expiration of the terms of the covenants and agreements covered thereby or, if no term is expressly stated therein, upon the expiration of the statute of limitations period applicable to the matters covered thereby; provided, however, that, in each case under clause (i) or clause (ii) of this Section 9.2(c), such indemnification shall continue thereafter as to any Losses with respect to which a Dover Indemnified Party has validly given Buyer an Indemnification Notice in accordance with Section 9.3 on or prior to the date such indemnification would have otherwise terminated in accordance with this Section 9.2(b), as to which such indemnification shall continue solely with respect to the specific matters identified in such Indemnification Notice until the resolution and satisfaction thereof in accordance with this Agreement.

(d) Maximum Liability. Notwithstanding anything contained herein to the contrary, from and after the Closing, except for claims based on fraud, the maximum aggregate Liability of Buyer pursuant to Section 9.2(b)(i) shall not exceed the Higher Cap.

Section 9.3. Procedures Relating to Indemnification. Following the discovery by a Person of any facts or conditions that would reasonably be expected to give rise to a Loss or Losses for which indemnification under this Article IX can be obtained, the Party seeking indemnification under this Article IX with respect thereto (the “Indemnified Party”) shall, within thirty (30) days thereafter, provide written notice to the Party from whom indemnification is sought (the “Indemnifying Party”), setting forth the facts and circumstances in reasonable detail (to the extent known) relating to such Loss or Losses, the amount of Loss or Losses (or a non-binding, reasonable estimate thereof if the actual amount is not known or liquidated) and the specific Section(s) of this Agreement (to the extent then determinable) upon which the Indemnified Party is relying in seeking such indemnification (an “Indemnification Notice”); provided, however, that any failure of an Indemnified Party to timely deliver such notice shall not limit the obligations of the Indemnifying Party hereunder except to the extent that (and only to the extent that) such failure to timely deliver such notice actually prejudices the Indemnifying Party. Within sixty (60) days after delivery of an Indemnification Notice, the Indemnifying Party shall deliver to the Indemnified Party a Response, in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by payment by the Indemnifying Party in cash equal to the Claimed Amount by wire transfer of immediately available funds), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case the Response shall be accompanied by payment by the Indemnifying Party in cash equal to the Agreed Amount by wire transfer of immediately available funds) or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount (a “Dispute”). If no Response is delivered by the

Indemnifying Party within sixty (60) days following the Indemnified Party’s receipt of written confirmation of receipt of such Indemnification Notice by the General Counsel of the Indemnifying Party, the Indemnifying Party shall be deemed, to the extent such Indemnification Notice so states, to have agreed that all of the Claimed Amount is owed to the Indemnified Party. For purposes of the foregoing sentence, “written confirmation” shall include receipt confirming the delivery of facsimile, receipt of registered or certified mail, receipt of an internationally recognized overnight mail courier service and receipt of e-mail delivery. Acceptance by the Indemnified Party of partial payment of any Claimed Amount shall be without prejudice to the Indemnified Party’s right to claim the balance of any such Claimed Amount. During the sixty (60) day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve the Dispute. If the Indemnified Party and the Indemnifying Party shall not so resolve such claim during such period, the Indemnified Party shall be entitled to initiate such proceedings and seek such remedies as may be permitted under the terms of this Agreement and applicable Law.

Section 9.4. Procedures Relating to Indemnification for Third Party Claims.

(a) Notice. In order for an Indemnified Party to be entitled to any indemnification provided for under this Article IX arising out of or involving a claim or demand made by any third party, including any Governmental Entity (a “Third Party Claim”), the Indemnified Party must provide an Indemnification Notice to the Indemnifying Party relating to the Third Party Claim as soon as practicable after the Indemnified Party’s receipt of notice of the Third Party Claim, but in no event later than thirty (30) days thereafter; provided, however, that any failure of an Indemnified Party to timely deliver such notice shall not limit the obligations of the Indemnifying Party hereunder except to the extent that (and only to the extent that) such failure to timely deliver such notice adversely affects the Indemnifying Party’s ability to defend such Third Party Claim. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, complete and accurate copies of all notices and documents, including all court papers, received by the Indemnified Party from the third party asserting, or any court or tribunal adjudicating, such Third Party Claim relating to such Third Party Claim.

(b) Defense.

(i) Within thirty (30) days after delivery of an Indemnification Notice with respect to a Third Party Claim, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party; provided that (A) the Indemnifying Party may only assume control of such defense if (1) it acknowledges in writing to the Indemnified Party that any damages, fines, costs or other Liabilities that may be assessed against the Indemnified Party in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Article IX and (2) the ad damnum in such Third Party Claim, taken together with the estimated costs of defense thereof and the Claimed Amount with respect to any unresolved claims for indemnification then pending, is less than or equal to the amount of Losses for which the Indemnifying Party is potentially liable under this Article IX in connection with such Third Party Claim, and (B) the Indemnifying Party may not assume control of the defense of any Third Party Claim (I) by a Governmental Entity involving criminal

Liability or (II) in which equitable relief (other than incidental equitable relief in any pleadings seeking such remedies as may be deemed appropriate by the court) is sought against the Indemnified Party or any of its Affiliates. The Indemnified Party is hereby authorized (but not obligated) prior to and during the thirty (30) day period referred to in the preceding sentence to file any motion, answer or other pleading and to take any other action which the Indemnified Party shall deem necessary or appropriate to protect its interests.

(ii) If the Indemnifying Party so elects to assume the defense of a Third Party Claim as permitted under Section 9.4(b)(i), then the Indemnifying Party shall not be liable to the Indemnified Party for the reasonable fees and expenses of counsel subsequently incurred by the Indemnified Party in connection with the defense thereof unless the Indemnified Party reasonably concludes (upon the advice of outside counsel) that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Claim, in each case such that it is in appropriate for a single outside counsel to represent both parties. Subject to Section 9.4(b)(iii), the Non-controlling Party may participate in the defense of any Third Party Claim at its own expense (except to the extent otherwise contemplated by the preceding sentence), it being understood, however, that the Controlling Party shall control such defense in all respects. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Claim and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Controlling Party and the Non-controlling Party shall reasonably cooperate in the defense, prosecution and/or settlement of any Third Party Claim, which cooperation shall include the retention and (upon the Controlling Party’s request) the provision to the Controlling Party of records that are reasonably relevant to such Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim unless (A) such settlement or judgment (i) is solely for money damages and the Indemnifying Party agrees to pay all such money damages, (2) includes a complete and unconditional release of the Indemnified Party and its Affiliates from further Liability, (3) involves no admission of wrongdoing by the Indemnified Party or any of its Affiliates and (4) excludes any injunctive or non-monetary relief applicable to the Indemnified Party or any of its Affiliates or (B) the Indemnified Party consents thereto. If the Indemnifying Party is not permitted to under the terms of this Agreement, chooses not to, or does not, assume the defense of a Third Party Claim or fails to defend such Third Party Claim actively and in good faith, then the Indemnified Party shall have the right to defend, compromise or settle such Third Party Claim or consent to the entry of judgment with respect to such Third Party Claim at the expense of the Indemnifying Party; provided, however, the Indemnified Party shall not compromise or settle such Third Party Claim or consent to the entry of judgment with respect to such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Section 9.5. Determination of Indemnification Amounts.

(a) Without limiting the effect of any other limitation contained in this Article IX, for purposes of computing the amount of any and all Losses recoverable under this Article IX, there shall be deducted an amount equal to the amount of any insurance proceeds, indemnification payments, contribution payments or reimbursements actually received (net of

costs of enforcement, deductibles and retro-premium adjustments) by the Indemnified Party or any of its Affiliates in connection with such Losses or any of the circumstances giving rise thereto (it being understood that the Indemnified Party and any of its Affiliates shall use commercially reasonable efforts to obtain such proceeds, payments or reimbursements).

(b) For purposes of computing the amount of any and all Losses recoverable under this Article IX, there shall be deducted all reductions in federal, state, local and other Taxes (including estimated Taxes) realized or reasonably expected to be realized by the Acquired Companies, Buyer or any of their other Affiliates as a result of the event giving rise to such Loss (the “Indemnified Event”) prior to the close of the calendar year following the calendar year in which the Indemnified Event occurs. All calculations shall be made at the time of the relevant indemnification payment using reasonable assumptions (as agreed to by the Parties). Notwithstanding the foregoing, the Parties agree that such calculations shall be based upon representations to be provided by the Buyer (together with reasonable detail supporting such representations) regarding its Tax history, Tax Attributes and projected financial performance. Nothing in this Agreement shall entitle Dover to review the Tax Returns of Buyer or any of its Affiliates or to dispute the Tax return reporting position of any item by Buyer or its Affiliates that is unrelated to the Indemnified Event.

(c) In any case where an Indemnified Party recovers from third Persons any amount in respect of a matter with respect to which an Indemnifying Party has indemnified it pursuant to this Article IX, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such matter and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter; provided, that, for the avoidance of doubt, subject to Section 9.5(a) neither the Indemnified Party nor any of its Affiliates shall have any obligation to pursue any such recovery from any third Person.

(d) Neither Dover nor any of its Affiliates shall have any right of contribution against any Acquired Company with respect to any breach of any of representations, warranties, covenants or agreements set forth in this Agreement or any other document or instrument executed and delivered pursuant hereto.

(e) Each of the Parties agrees to take such steps, if any, as such Party believes, in its good faith judgment, constitute commercially reasonable steps to mitigate its respective Losses, upon and after becoming aware of any event or condition which would reasonably be expected to give rise to any Losses that are indemnifiable hereunder; provided, that no Party (i) shall be required to cease the sale of any product or service and (ii) shall be required to incur any material expense with respect thereto.

(f) Dover shall not be required to indemnify and hold harmless any Buyer Indemnified Party pursuant to Section 9.1 to the extent the matter in question was actually included in the computation of the Closing Payment (as finally adjusted pursuant to Section 2.4) pursuant to Article II.

(g) The condition set forth in Section 6.1(c) shall be deemed to have been satisfied if, prior to the Closing, Dover irrevocably agrees in writing to indemnify and hold harmless Buyer from all Losses arising from or relating to any Proceeding instituted, or threatened, by a Person that is not a Governmental Entity that does, or would reasonably be expected to, (i) restrain, enjoin or otherwise prohibit (or challenge the legality of) any of the transactions contemplated hereby or (ii) cause any of the transactions contemplated hereby to be rescinded following consummation.

Section 9.6. Subrogation Rights. Upon making any payment to an Indemnified Party in respect of any Losses, the Indemnifying Party shall, to the extent of such payment and to the extent permitted by applicable Law, be subrogated to all rights of the Indemnified Party against any third party (including with respect to any amounts already recovered or potentially recoverable by the Indemnified Party from any other third party) in respect of the Losses to which such payment relates. The Indemnified Party and Indemnifying Party shall each execute, upon request by the other party, all instruments reasonably necessary to evidence and perfect such subrogation rights. Notwithstanding the foregoing, in no event shall the Indemnifying Party be permitted to bring any such subrogation claim against any Person that has been a customer of any of the Acquired Businesses within the year prior to such claim without Buyer’s prior written consent. In no event shall Buyer or any Acquired Company be required to commence any action or be the named plaintiff in any such subrogation claim.

Section 9.7. Exclusive Remedy. Following the Closing, except for rights expressly provided in Section 5.1, a claim for specific performance or other equitable relief (including pursuant to Section 11.16), and except that each Party shall retain the right to bring claims based on fraud, the indemnification provisions of this Article IX shall be the sole and exclusive remedy with respect to the consummation of the transactions contemplated by this Agreement, including, for the avoidance of doubt, any and all claims arising out of or relating to Buyer’s investigation of the Acquired Companies, the Acquired Businesses and the Acquired Assets, the negotiation and execution of this Agreement, the inaccuracy in or breach of any representation, warranty, covenant or agreement, regardless of whether such claims arise in contract, tort, breach of warranty or any other legal or equitable theory. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Section 9.8. Purchase Price Adjustment. All indemnification payments made under this Agreement shall be treated for Tax purposes only as an adjustment to the Closing Payment.

Section 9.9. Set-Off Against Promissory Note Payments. In the event that Dover is finally determined to owe an indemnification payment to any Buyer Indemnified Party hereunder (which, for the avoidance of doubt, shall not include any claim relating to any payment owed by Dover to Buyer pursuant to Section 2.4(b) hereof), Dover shall be entitled, upon written notice to Buyer, to satisfy its obligation for making such payment through the set-off of an amount equal to such payment against the remaining outstanding principal balance (or interest payments otherwise required to be made to Dover or its designee(s) with respect thereto) of the Promissory Note, to the extent of such remaining balance or interest payments.

ARTICLE X

TERMINATION

Section 10.1. General. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned at any time prior to the Closing, only as follows:

(a) by the written agreement of the Parties;

(b) by either Party, upon written notice provided to the other Party, if the Closing shall not have occurred on or prior to December 13, 2013 (the “Termination Date”) or such other date as the Parties agree in writing; provided, however, that the right to terminate this Agreement under this Section 10.1(b) shall not be available to any Party whose failure to fulfill any of its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date;

(c) by either Party, upon written notice provided to the other Party, if a Law shall be in effect, or a Governmental Entity with competent jurisdiction has issued an Order or taken other final and non-appealable action, permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; provided, however, that the right to terminate this Agreement under this Section 10.1(c) shall not be available to any Party whose failure to fulfill any of its obligations under this Agreement has been the cause of or resulted in such Law, Order or other action;

(d) by Buyer, upon written notice provided to Dover, if (i) the condition set forth in Section 6.1(e) shall have become incapable of fulfillment (without regard to the Termination Date) or (ii) Dover has breached, or caused the breach of, any of its respective representations, warranties, covenants, agreements or other obligations hereunder (or any of its representations or warranties has become inaccurate) in a manner that would reasonably be expected to cause the conditions set forth in Section 6.1(a) or Section 6.1(b) not to be satisfied and such breach or inaccuracy has not been cured within thirty (30) days following written notification thereof to Dover by Buyer; or

(e) by Dover, upon written notice provided to Buyer, if (i) the condition set forth in Section 7.1(e) shall have become incapable of fulfillment (without regard to the Termination Date) or (ii) Buyer has breached, or caused the breach of, any of its representations, warranties, covenants, agreements or other obligations hereunder (or any of its representations or warranties has become inaccurate) in a manner that would reasonably be expected to cause the conditions set forth in Section 7.1(a) or Section 7.1(b) not to be satisfied and such breach or inaccuracy has not been cured within thirty (30) days following written notification thereof to Buyer by Dover.

Section 10.2. Procedure for Termination. To terminate this Agreement as provided in Section 10.1, the terminating Party shall provide the other Party with written notice of its election to terminate this Agreement, and upon delivery of such written notice in accordance with Section 11.7 the transactions contemplated hereby shall be terminated, without further action by either Party.

Section 10.3. Survival; Liabilities in Event of Termination. If this Agreement is terminated as provided in Section 10.1, then this Agreement shall become wholly void and of no further force and effect, and there shall be no liability under this Agreement on the part of Dover or Buyer, except that the respective obligations of Dover or Buyer, as the case may be, under the final sentence of Section 4.4(a), Section 10.2, this Section 10.3 and Article XI shall remain in full force and effect, and except that such termination shall not relieve either Party of any Liability for any willful and intentional breach of this Agreement or fraud prior to such termination.

ARTICLE XI

MISCELLANEOUS

Section 11.1. Publicity. The Parties agree that no public release or announcement concerning the transactions contemplated hereby shall be issued or made by or on behalf of any Party without the prior written consent of the other Party (which consent shall not be unreasonably withheld, delayed or conditioned), except (a) for any such release or announcement that may, in the reasonable judgment of the releasing Party, be required by Law or any United States securities exchange on which securities of the releasing Party (or any of its Affiliates) are listed, and (b) that Dover and Buyer may make such announcements to their respective employees; provided, that, a Party may issue or make any such public release or announcement that is entirely consistent with any announcement or public release to which the other Party has previously consented in accordance with this Section 11.1. The Parties agree to issue, promptly following the execution and delivery of this Agreement, a joint press release in a form reasonably acceptable to each Party announcing the execution of this Agreement.

Section 11.2. Assignment. Except to the extent otherwise expressly set forth in this Agreement, including Section 1.3, neither Party shall assign, transfer or encumber this Agreement, or its rights or obligations hereunder, in whole or in part, voluntarily or by operation of Law, without the prior written consent of the other Party, and any attempted assignment, transfer or encumbrance without such consent shall be void and without effect; provided, however, that Buyer and any Designated Purchaser, on the one hand, and Dover, on the other hand, may, without the prior written consent of Dover or Buyer, respectively, assign any or all of its rights or interests under this Agreement to any of its Affiliates (in which case such assignor shall remain liable for all of its Liabilities hereunder) or make a collateral assignment of any or all of its rights or interests under this Agreement to any lender.

Section 11.3. Parties in Interest; No Third-Party Beneficiaries.

(a) This Agreement shall be binding upon, inure to the benefit of, and be enforceable only by the Parties and their respective permitted successors and permitted assigns, and shall not confer any rights or remedies upon any other Person (including, for the avoidance of doubt, any Transferred Employee); provided, that, any Buyer Indemnified Party or Dover Indemnified Parties shall be entitled to enforce the rights contemplated to be afforded to such Person under Article IX.

(b) Parent shall cause Dover and each Equity Seller, each Asset Seller and each of its other Affiliates to take all action contemplated to be taken by such Person pursuant to this Agreement, and not to take any action that, with respect to such Person, is expressly prohibited hereby. Subject to the terms and conditions of this Agreement, the obligations of the Parent hereunder shall be absolute and unconditional.

Section 11.4. Governing Law; Consent to Jurisdiction; WAIVER OF JURY TRIAL. This Agreement and all matters arising out of or relating to this Agreement and the transactions contemplated hereby (including this Agreement’s interpretation, construction, performance and enforcement) shall be construed and interpreted according to the Laws of the State of Delaware, excluding any choice of law rules that may direct the application of the Laws of another jurisdiction. This Agreement shall be construed and interpreted in accordance with the English language only, which language shall be controlling in all respects. No translation, if any, of this Agreement shall have any force or effect in the interpretation hereof or in the determination of the intent of the Parties hereunder. Each Party and Parent stipulates that any dispute shall be commenced and prosecuted in its entirety in, and consents to the exclusive jurisdiction and proper venue of, the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware, and each Party and Parent consents to personal and subject matter jurisdiction and venue in any such court and waives and relinquishes all right to attack the suitability or convenience of any such venue or forum by reason of their present or future domiciles, or by any other reason. The Parties and Parent acknowledge that all Orders issued by any such court will be binding and enforceable in all jurisdictions and countries. Without limiting any other means of service, each Party and Parent agrees that service of any process, summons, notice or document with respect to any Proceeding may be served on it in accordance with the notice provisions set forth in Section 11.7. EACH OF THE PARTIES AND PARENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 11.5. Amendment. No modifications, amendments or supplements to this Agreement shall be valid and binding unless set forth in a written agreement executed and delivered by both Parties.

Section 11.6. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed and delivered by the Party so waiving. Except as provided in the preceding sentence, no action taken or omitted shall be deemed to constitute a waiver by the Party taking or omitting such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement or any other document or instrument executed and delivered pursuant hereto. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

Section 11.7. Notice. All notices, requests, demands and other communications under this Agreement shall be given in writing and shall be deemed given or made when personally delivered, when sent by telecopier transmission to the number below (with confirmation of

receipt), four (4) business days after being sent when sent to the Parties at their respective addresses indicated below by registered or certified mail (return receipt requested and postage prepaid), one business day after being sent if sent for next business day delivery when sent for delivery by an internationally recognized overnight mail courier service or when sent by email (with confirmation of receipt) addressed as follows:

(a) If to Buyer, to:

LTX-Credence Corporation

000 Xxxxxxxxxx Xxxxxx

Xxxxxxx, XX 00000

E-mail: As set forth on Schedule 11.7

Attention: General Counsel

with a copy, which shall not constitute notice, to:

Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP

00 Xxxxx Xxxxxx

Xxxxxx, XX 00000

E-mail: As set forth on Schedule 11.7

Attention: Xxx X. Xxxxxxxxx, Esq.

(b) If to Dover, to:

Dover Printing & Identification, Inc.

0000 Xxxxxxxx Xxxxxxx

Xxxxxxx Xxxxx, XX 00000

E-mail: As set forth on Schedule 11.7

Attention: Xxxx Xxxxxxx

with copies, which shall not (except in the case of Section 9.3) constitute notice, to:

Dover Corporation

0000 Xxxxxxxx Xxxxxxx

Xxxxxxx Xxxxx, XX 00000

E-mail: As set forth on Schedule 11.7

Attention: General Counsel

and

Sidley Austin LLP

Xxx Xxxxx Xxxxxxxx Xxxxxx

Xxxxxxx, XX 00000

E-mail: As set forth on Schedule 11.7

Attention: Xxxx X. Xxxx

or to such other Person or address as either Party shall have specified by notice in writing to the other Party pursuant to this Section 11.7.

Section 11.8. Expenses. Regardless of whether or not the transactions contemplated hereby are consummated and except to the extent otherwise expressly set forth in this Agreement, all expenses incurred by the Parties shall be borne solely and entirely by the Party that has incurred such expenses.

Section 11.9. Schedules. Any fact or item disclosed on any Schedule to this Agreement shall be deemed disclosed on any other Schedule to this Agreement only where the applicability of such fact or item is reasonably apparent solely from a reading of the text of such disclosure. The fact that any item is disclosed in any Schedule to this Agreement shall not by reason only of such inclusion be deemed to establish the standard for disclosure, or the standard of materiality, as applied to any other item not disclosed.

Section 11.10. Interpretive Provisions. For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation,” (b) the word “or” is not exclusive, (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole and (d) words importing the singular include the plural and vice versa, and words importing gender include all genders. Unless the context otherwise requires, references herein (i) to Articles, Sections, Exhibits and Schedules mean the Articles and Sections of, and the Exhibits and Schedules attached to, this Agreement; (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement, as applicable; and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any rules or regulations promulgated thereunder. Subject to Section 11.9, the Schedules and Exhibits referred to herein and attached hereto shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. All references to days shall be to calendar days unless business days are specified. All references to “dollars” or “$” shall mean United States Dollars. Unless otherwise expressly provided, wherever the consent of any Person is required or permitted, such consent may be withheld in such Person’s sole and absolute discretion. When reference is made to information that has been “made available” or “provided” to Buyer, that shall mean that such information was included in the Data Site Information. When referenced in any representation or warranty made prior to the Closing or any covenant or agreement operative prior to the Closing, any reference to any “Acquired Asset” or “Assumed Liability” shall mean, as applicable, any asset, right or property that would be an Acquired Asset, or any Liability that would be an Assumed Liability, if the Closing occurred at the time such representation or warranty is made or the time such covenant or agreement is operative, as the case may be.

Section 11.11. Section Headings; Table of Contents. The Section headings contained in this Agreement and the Table of Contents to this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

Section 11.12. No Strict Construction. Notwithstanding the fact that this Agreement has been drafted or prepared by one of the Parties, each Party confirms that both it and its counsel have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the Parties. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

Section 11.13. Entire Agreement. This Agreement (including the Schedules and Exhibits to this Agreement) and the Confidentiality Agreement constitute the entire agreement between the Parties, and supersede all prior agreements and understandings, oral and written, between the Parties, with respect to the subject matter hereof; there are no conditions to this Agreement that are not expressly stated in this Agreement. If the Closing occurs, the Confidentiality Agreement shall terminate effective as of the Closing.

Section 11.14. Counterparts. This Agreement may be executed by facsimile signatures (including PDF, TIFF, JPEG, and BMP files) and in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 11.15. Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable Law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Section 11.16. Specific Performance. Each of the Parties agrees that irreparable damage would occur in the event that any of the provisions of this Agreement to be performed by Buyer, Dover or Parent were not performed in accordance with their specific terms or were otherwise breached. Accordingly, prior to any termination of this Agreement pursuant to Section 10.1, each Party shall be entitled to specific performance of the terms hereof, including an injunction or injunctions and any other equitable relief to prevent breaches of this Agreement by the other Party or Parent, and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware, this being in addition to any other remedy to which such party is entitled at law or in equity. Buyer, Dover and Parent hereby waive (a) any defense in any action for an injunction, specific performance and other equitable relief that a remedy at law would be adequate and (b) any requirements of applicable Law to post security as a prerequisite to obtaining equitable relief. Nothing in this Section 11.16 is intended to limit the provisions of Section 5.7(c).

Section 11.17. Definitions. For purposes of this Agreement, the term:

“Acceptance Notice” shall have the meaning set forth in Section 2.3(b).

“Accounting Principles” shall mean GAAP applied consistently; provided, however, that with respect to any matter as to which there is more than one generally accepted accounting principle, “Accounting Principle” means the generally accepted accounting principles applied in the preparation of the audited consolidated balance sheet of the Acquired Businesses dated as of December 31, 2012; provided further, however, in all cases, as modified by the accounting principles set forth on Exhibit K hereto.

“Acquired Assets” shall have the meaning set forth in Section 1.2(a).

“Acquired Businesses” shall have the meaning set forth in the recitals of this Agreement.

“Acquired Companies” shall have the meaning set forth in the recitals of this Agreement.

“Acquired Companies Exclusive IP” has the meaning set forth in Section 3.1(r)(iii).

“Acquired Companies Indebtedness” shall mean the aggregate amount of Indebtedness owed by the Acquired Companies and not paid prior to the Closing.

“Acquired Companies IP” shall mean all Intellectual Property in which an Acquired Company has (or purports to have) an ownership interest or a license in any field.

“Acquired Companies Owned IP” shall mean all Intellectual Property in which an Acquired Company has (or purports to have) an ownership interest.

“Acquired Companies Specified Employee Liabilities” shall mean the aggregate amount of Specified Employee Liabilities owed by the Acquired Companies and not paid prior to the Closing; provided, that, for the avoidance of doubt, Acquired Companies Specified Employee Liabilities shall not include (i) any severance payments or benefits that are not Specified Employee Liabilities or (ii) any payments or benefits required to be paid after the Closing by Buyer or its Affiliates (including, after the Closing, the Acquired Companies) to any Transferred Employee because of any arrangements implemented by Buyer or such Affiliates after the Closing.

“Acquired Companies Transaction Costs Liabilities” shall mean the aggregate amount of Transaction Costs owed by the Acquired Companies and not paid prior to the Closing; provided, that, for the avoidance of doubt, Acquired Companies Transaction Costs Liabilities shall not include any third-party cost, fee or expense incurred by, on behalf of or for the account of Buyer and its Affiliates (including, after the Closing, the Acquired Companies).

“Acquired Exclusive IP” has the meaning set forth in Section 3.1(r)(iii).

“Acquired IP” shall mean all Intellectual Property included in the Acquired Assets (including the Acquired Registered IP) in which an Asset Seller has (or purports to have) an ownership interest or a license in any field.

“Acquired Leased Real Property” shall have the meaning set forth in Section 3.1(n)(i).

“Acquired MT Singapore Business” shall have the meaning set forth in Section 5.1(d)(ii)(A).

“Acquired Owned IP” shall mean all Intellectual Property included in the Acquired Assets (including the Acquired Registered IP) in which an Asset Seller has (or purports to have) an ownership interest.

“Acquired Owned Real Property” shall have the meaning set forth in Section 3.1(n)(i).

“Acquired Real Property” shall have the meaning set forth in Section 3.1(n)(i).

“Acquired Registered IP” shall mean all of the Registered IP used, held for use or useful exclusively or primarily in connection with the Acquired Businesses, including the Registered IP set forth on Exhibit E hereto.

“Acquired Shares” shall have the meaning set forth in Section 1.1.

“Affiliate” shall mean, with respect to any specified Person, any other Person that owns or controls, is owned or controlled by or is under common ownership or control with such specified Person. For purposes of this definition, “control” means the ability to direct the operation or management of a Person, whether by Contract, ownership of securities, status as director, officer or other position therein, or otherwise. For the avoidance of doubt, the Acquired Companies shall be considered Affiliates of Dover prior to the Closing, and shall be considered Affiliates of Buyer following the Closing.

“Agreed Amount” shall mean part, but not all, of the Claimed Amount, as specified by the Indemnifying Party in its Response.

“Agreement” shall have the meaning set forth in the preamble of this Agreement.

“Allocation Acceptance Notice” shall have the meaning set forth in Section 2.5(b)(ii).

“Allocation Dispute Notice” shall have the meaning set forth in Section 2.5(b)(ii).

“Annual Financial Statements” shall have the meaning set forth in Section 3.1(f)(i).

“Asset Allocation Acceptance Notice” shall have the meaning set forth in Section 2.5(b)(iv).

“Asset Allocation Dispute Notice” shall have the meaning set forth in Section 2.5(b)(iv).

“Asset Employees” shall have the meaning set forth in Section 5.2(a)(i).

“Asset Sellers” shall have the meaning set forth in the recitals of this Agreement.

“Assumed Liabilities” shall have the meaning set forth in Section 1.2(b).

“Assumed Benefit Plan” shall mean each Benefit Plan that is transferred to and/or assumed by Buyer at the Closing or that is sponsored by an Acquired Company.

“atg L&M” shall mean atg Luther & Maelzer GmbH.

“Base Cash Purchase Price” shall have the meaning set forth in Section 2.1(a)(i)(A).

“Basis Excess Amount” shall have the meaning set forth in Section 5.1(f)(ii).

“Benefit Plans” shall mean each “employee pension benefit plan” (as defined in Section 3(2) of ERISA), each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and each other material written or oral employee benefit plan, program, agreement or arrangement, including any stock option, stock appreciation right, phantom stock, restricted stock, or other equity compensation arrangement, any severance, termination, stay, retention or change in control or similar arrangement providing benefits upon a change in the ownership of any Acquired Asset, Acquired Business or Acquired Company, each executive or incentive or bonus compensation program, sick leave, vacation pay, patent award program, salary continuation for disability, insurance program, or fringe benefit program, in each case for the benefit of any Current Employee or individual contractor or former employee of the ECT Business or the MT Business, but excluding any employee benefit arrangements mandated by applicable law.

“Books and Records” shall mean all business, accounting, operating, and personnel records of the Equity Sellers and Asset Sellers relating to the Acquired Businesses, including such records of each Acquired Company.

“Business Asset Sellers” shall have the meaning set forth in the recitals of this Agreement.

“Buyer” shall have the meaning set forth in the preamble of this Agreement.

“Buyer Indemnified Party” shall have the meaning set forth in Section 9.1(a).

“Cash and Cash Equivalents” shall mean the aggregate amount of the Acquired Companies’ cash and cash equivalents (including marketable securities and short term investments) on hand or in bank accounts, as determined in accordance with GAAP.

“Cash Purchase Price” shall have the meaning set forth in Section 2.1(a).

“Claimed Amount” shall mean the amount of any Losses incurred or reasonably expected to be incurred by an Indemnified Party in connection with a claim for indemnification pursuant to Article IX.

“Closing” shall have the meaning set forth in Section 8.1.

“Closing Date” shall have the meaning set forth in Section 8.1.

“Closing Date Acquired Companies Indebtedness” shall have the meaning set forth in Section 2.3(b).

“Closing Date Acquired Companies Specified Employee Liabilities” shall have the meaning set forth in Section 2.3(b).

“Closing Date Acquired Companies Transaction Costs Liabilities” shall have the meaning set forth in Section 2.3(b).

“Closing Date Balance Sheet” shall have the meaning set forth in Section 2.3(b).

“Closing Date Cash” shall have the meaning set forth in Section 2.3(b).

“Closing Date Working Capital” shall have the meaning set forth in Section 2.3(b).

“Closing Payment” shall have the meaning set forth in Section 2.2(a).

“Code” shall mean the U.S. Internal Revenue Code of 1986.

“Competing Business Activities” shall mean the manufacture, marketing or sale of any product of the type manufactured for sale or sold (or any product of the type that could reasonably be used as a substitute therefor), or the provision of services of the type provided (or any services of the type that could reasonably be used as a substitute therefor), by the Acquired Businesses as of and at any time during the twenty-four (24) months prior to the Closing Date.

“Competing Business Seller” shall have the meaning set forth in Section 5.7(b).

“Competition Law” shall mean any Law or Order that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition, including the HSR Act.

“Confidentiality Agreement” shall have the meaning set forth in Section 4.1.

“Consolidated Tax Group” shall mean any “affiliated group” (as defined in Section 1504(a) of the Code without regard to the limitations contained in Section 1504(b) of the Code) that, at any time on or before the Closing Date, includes or has included any Acquired Company or any direct or indirect predecessor of any Acquired Company, or any other group of corporations filing Tax Returns on a combined, consolidated or unitary basis that, at any time on or before the Closing Date, includes or has included any Acquired Company or any direct or indirect predecessor of any Acquired Company.

“Contract” shall mean any oral or written indenture, note, bond, mortgage, deed of trust, lease, license or sublicense, contract, instrument, commitment, undertaking, arrangement or other agreement.

“Controlling Party” shall mean the Party controlling the defense of any Third Party Claim.

“Copyrights” shall mean U.S. and foreign registered and unregistered copyrights, data and database rights, moral rights of authors and rights in semiconductor topologies, and the underlying works of authorship (including those in Software, web content and databases) and mask works, and all registrations and applications to register the same.

“CTB Spin-off” shall have the meaning set forth in Section 4.2.

“Current Employee” shall mean each employee of the Acquired Companies and, to the extent working exclusively or primarily on matters with respect to the Acquired Businesses, and/or the Business Asset Sellers, in each case at any time from and after the execution and delivery of this Agreement through the Closing.

“Customer-Facing Materials” shall have the meaning set forth in Section 5.4(a)(ii).

“Data Site Information” shall mean the documents and information contained in the online data site hosted by Xxxxxxx DataSite known as “Project California VDR” and continuously available for review by Buyer and its representatives during the period from 11:59 p.m., Central Time, on September 4, 2013 until the execution and delivery of this Agreement.

“DEK” shall mean DEK International GmbH.

“Designated Purchaser” shall have the meaning set forth in Section 1.3.

“Designated Seller” shall have the meaning set forth in Section 2.2(b).

“Disregarded Acquired Company” shall have the meaning set forth in Section 2.5(b)(i).

“Dispute” shall have the meaning set forth in Section 9.3.

“Dispute Notice” shall have the meaning set forth in Section 2.3(b).

“Dover” shall have the meaning set forth in the preamble of this Agreement.

“Dover Germany” shall have the meaning set forth in Section 5.1(d)(iii)(B).

“Dover Indemnified Party” shall have the meaning set forth in Section 9.2(a).

“Dover Marks” shall have the meaning set forth in Section 5.4(a)(i).

“ECT Acquired Companies” shall have the meaning set forth in the recitals of this Agreement.

“ECT Asset Sellers” shall have the meaning set forth in the recitals of this Agreement.

“ECT Assets” shall mean all of the assets, rights and properties of, including licenses granted to, the ECT Asset Sellers of every kind and description, wherever located, whether real, personal, mixed, tangible or intangible, used, held for use or useful exclusively or primarily in connection with the ECT Business.

“ECT Business” shall have the meaning set forth in the recitals of this Agreement.

“ECT Equity Sellers” shall have the meaning set forth in the recitals of this Agreement.

“ECT Liabilities” shall mean all of the Liabilities of the ECT Asset Sellers of every kind and description to the extent relating primarily or exclusively to the operation of the ECT Business or the ECT Assets, in each case as the same shall exist on the Closing Date, including:

(a) the Liabilities of the ECT Asset Sellers arising under any Contract included in the ECT Assets;

(b) the accounts payable of the ECT Asset Sellers to the extent related exclusively or primarily to the operation of the ECT Business; and

(c) the accrued expenses of the ECT Asset Sellers to the extent related exclusively or primarily to the operation of the ECT Business.

“ECT US” shall have the meaning set forth in Section 5.1(d)(iii)(A).

“Election Notice” shall have the meaning set forth in Section 5.1(f)(iii).

“Environmental Laws” shall mean all Laws regarding protection of the environment or occupational health and safety, including those protecting the quality of the ambient air, soil, surface water or groundwater, and the use, handling, transportation, treatment, storage, recycling, disposal, release or discharge of or, with respect to occupational health and safety, exposure to Hazardous Substances.

“Environmental Permits” shall have the meaning set forth in Section 3.1(l).

“Equity Sellers” shall have the meaning set forth in the recitals of this Agreement.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” shall mean any entity which is, or at any applicable time was, a member of (a) a controlled group of corporations (as defined in Section 414(b) of the Code), (b) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or (c) an affiliated service group (as defined under Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes or included any Acquired Company or Business Asset Seller.

“Estimated Basis Excess Amount” shall have the meaning set forth in Section 5.1(f)(ii).

“Estimated Closing Date Acquired Companies Indebtedness” shall have the meaning set forth in Section 2.1(b).

“Estimated Closing Date Acquired Companies Specified Employee Liabilities” shall have the meaning set forth in Section 2.1(b).

“Estimated Closing Date Acquired Companies Transaction Costs Liabilities” shall have the meaning set forth in Section 2.1(b).

“Estimated Closing Date Cash” shall have the meaning set forth in Section 2.1(b).

“Estimated Gross-Up Amount” shall have the meaning set forth in Section 5.1(f)(ii).

“Estimated Section 338(h)(10) Tax Amount” shall have the meaning set forth in Section 5.1(f)(ii).

“Excess Cash” shall mean the amount (if any) of Cash and Cash Equivalents held by any non-U.S. Acquired Company as of the close of business on the business day immediately prior to the Closing Date that is in excess of the amount set forth on Schedule 2.1 under the heading “Base Operating Cash”, in each case, in respect of such non-U.S. Acquired Company.

“Excluded Assets” shall mean the following assets, rights and properties of the Asset Sellers, which, for the avoidance of doubt, shall not be Acquired Assets:

(a) any rights in or to any Asset Seller’s franchise to be a corporation and its charter, corporate seal, minute books, stock books and other corporate records to the extent relating to its corporate existence and capitalization;

(b) except for any equity interest in any Acquired Company, any equity interest in any Asset Seller or in any other Person in which any Asset Seller owns any equity interest;

(c) the consideration to be delivered by Buyer to any Asset Seller pursuant to this Agreement and all other rights of any Asset Seller under this Agreement and the other documents and instruments to be executed and delivered pursuant hereto;

(d) any cash and cash equivalents of any Asset Seller;

(e) any intercompany receivables of any Asset Seller payable by an Affiliate of such Asset Seller, other than amounts due and owing for goods sold and services provided by the Acquired Businesses;

(f) any Asset Seller’s assets that are consumed, sold or disposed of in the Ordinary Course of Business prior to the Closing Date without breach of this Agreement;

(g) any refunds or credits with respect to any Taxes paid or incurred by any Asset Seller, together with any related interest received or due from the relevant taxing authority, any prepaid Taxes of any Asset Seller and any other rights to Taxes of any Asset Seller;

(h) subject to the Transition Services Agreement and Section 5.4 hereof, any rights of any Asset Seller in or to the Dover Marks or any derivation thereof and any corporate symbols or logos related thereto, including, for the avoidance of doubt, the xxx.xxxxxxxxxxxxxxxx.xxx domain name;

(i) any prepaid items, claims for contribution, indemnity rights and similar claims and causes of action and other intangible rights to the extent any of the foregoing relate exclusively or primarily to any Excluded Asset or to any Excluded Liability, and all privileges to the extent related thereto;

(j) any Asset Seller’s rights in, to and under insurance policies (except as otherwise provided in Section 5.5);

(k) any Retained Benefit Plans;

(l) any books, records, files or other embodiments of information relating exclusively or primarily to any other Excluded Asset or any Excluded Liability;

(m) any Asset Seller’s rights, claims or causes of action against third parties relating exclusively or primarily to any Excluded Asset or any Excluded Liability and any Asset Seller’s rights in, to and under insurance policies (except as otherwise provided in Section 5.5); and

(n) in the case of the Registered IP Sellers, any assets other than the Acquired Registered IP.

“Excluded Entity” shall mean each of Contact Products Japan, Ltd., Xxxxxxx/Xxxxxxx Japan, Ltd. and Contact Products Japan, Ltd.

“Excluded Liabilities” shall mean any Liability of any Asset Seller that is not an Assumed Liability, including the following Liabilities of the Asset Sellers, which, for the avoidance of doubt, shall not be Assumed Liabilities:

(a) any Liabilities owed by an Asset Seller to an Affiliate of such Asset Seller, except for those such Liabilities arising from an Asset Seller’s purchase or sale of products or services in the Ordinary Course of Business;

(b) any Liabilities related to any Retained Benefit Plan;

(c) any Liabilities arising from or related to any Indebtedness, Transaction Cost or Specified Employee Liability of an Asset Seller;

(d) any Liabilities of an Asset Seller relating to any of the Excluded Assets;

(e) any Liabilities for Taxes of any Asset Seller;

(f) any Liabilities of Dover or any Asset Seller under this Agreement and the other documents and instruments to be executed and delivered pursuant hereto;

(g) any Liabilities of an Asset Seller arising from any breach or default under any Contract at or prior to the Closing (or events or circumstances at or prior to the Closing which, after notice or lapse of time or both, would constitute any such breach or default);

(h) any Liabilities under any Contract if the rights and benefits under such Contract (A) are not assigned to Buyer because of a failure to obtain the consent of another Person or otherwise and (B) are not effectively provided to Buyer via another means without additional cost to Buyer in accordance with Section 1.2(c); and

(i) any Liabilities to indemnify any Person by reason of the fact that such Person was, prior to the Closing, a director, officer, employee, or agent of any Asset Seller or was serving at the request of any Asset Seller as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for Losses or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise).

“Excluded Taxes” shall have the meaning set forth in Section 5.1(a)(i).

“Exploit” shall mean research, develop, design, test, modify, make, assemble, produce, use, sell, have made, have used, have sold, import, reproduce, market, offer for sale, distribute, commercialize, support, maintain, repair, correct, publicly perform, display, execute and create derivative works of.

“Final Allocation Schedule” shall have the meaning set forth in Section 2.5(b)(ii).

“Final Asset Allocation Schedule” shall have the meaning set forth in Section 2.5(b)(iv).

“Financial Statements” shall have the meaning set forth in Section 3.1(f).

“FIRPTA” shall mean the Foreign Investment in Real Property Tax Act of 1980.

“Fundamental Matters” shall have the meaning set forth in Section 9.1(b).

“GAAP” shall mean United States generally accepted accounting principles.

“German Profit and Loss Arrangement” shall mean the Domination Profit and Loss Absorption Agreement dated October 23, 2007 by and between atg L&M and Dover Germany.

“Governmental Entity” shall mean any foreign, federal, state, local or other governmental authority or regulatory body, including any court, commission, board, bureau, agency or instrumentality thereof.

“Gross-Up Amount” shall have the meaning set forth in Section 5.1(f)(vii).

“Hazardous Substance” shall mean all substances or wastes defined as pollutants, contaminants, toxic substance, hazardous substance or material of environmental concern, including petroleum or petroleum-based substances or wastes, friable asbestos, polychlorinated biphenyls or any other substances defined as such under or subject to regulation under any Environmental Law.

“Higher Cap” shall have the meaning set forth in Section 9.1(e).

“HSR Act” shall mean the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976.

“Indebtedness” shall mean, with respect to any Person, (a) indebtedness for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the Ordinary Course of Business), including (i) any indebtedness evidenced by a note, bond, debenture or similar instrument, (ii) accrued interest and any prepayment premiums, penalties, breakage costs or other similar obligations in respect thereof and (iii) any guarantees or other contingent obligations in respect thereof, (b) the face amount of outstanding letters of credit, acceptances and similar obligations created for the account of such Person, (c)

liabilities and reimbursement obligations under interest rate cap agreements, interest rate swap agreements, foreign currency exchange agreements and other hedging agreements or arrangements, (d) obligations (whether or not such Person has assumed or become liable for the payment of such obligation) secured by Liens, (e) capitalized lease obligations, (f) bankers acceptances and overdrafts, (g) obligations to purchase securities (or other property) which arise out of or in connection with the sale of the same or substantially similar securities or property and (h) guaranties or arrangements having the economic effect of a guaranty by such Person of any indebtedness of any other Person.

“Indemnification Notice” shall have the meaning set forth in Section 9.3.

“Indemnified Event” shall have the meaning set forth in Section 9.5.

“Indemnified Party” shall have the meaning set forth in Section 9.3.

“Indemnifying Party” shall have the meaning set forth in Section 9.3.

“Independent Auditor” shall have the meaning set forth in Section 2.3(d).

“Intellectual Property” shall mean, collectively, all of the rights, title or interest in any of the following, arising under the Laws of the U.S., any state, any other country, or international treaty regime, whether or not filed, perfected, registered or recorded, including all renewals and extensions thereof: (a) Trademarks; (b) Patents and inventions, invention disclosures, and improvements, whether or not patentable; (c) Copyrights, rights of publicity (and other rights to use the names and likenesses of individuals); (d) Trade Secrets and rights to limit the use or disclosure thereof by any Person; (e) Internet domain names; (f) design rights; (g) Software; and (h) claims, causes of action and defenses relating to the enforcement or protection of any of the foregoing, including remedies against infringement or misappropriation thereof, whether such infringement or misappropriation occurs before or after the Closing.

“Inventory” shall mean inventories of raw materials, work-in-process and finished products, and all spare, service and repair parts, supplies and components held for sale, together with related packaging materials.

“IP Termination Agreement” shall mean the intellectual property termination agreement by and between Delaware Capital Formation, Inc., and Xxxxxxx Xxxxxxx Technologies LLC, substantially in the form of Exhibit G hereto.

“IRS” shall mean the U.S. Internal Revenue Service.

“Knowledge of Buyer” or “Buyer’s Knowledge” shall mean, as to a particular matter, the knowledge of the following individuals, in each case after reasonable due inquiry: Xxxxx Xxxxx, Xxxxx Xxxxxxx and Xxxx Xxxxxxxxxxxx.

“Knowledge of Dover” or “Dover’s Knowledge” shall mean, as to a particular matter, the knowledge of the following individuals, in each case after reasonable due inquiry: Xxxxx Xxxxxxxx, Xxxxx Xxx, Xxxxxx Xxxxxx, Xx. Xxxxxxxx Xxxxxxx and Xxxx Pin Xxxxx.

“Law” shall mean any common law or any federal, foreign, state, local or other constitution, statute, law, code, ordinance, rule, regulation or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity or any Order.

“Leases” shall have the meaning set forth in Section 3.1(n)(i).

“Liability” shall mean any direct or indirect liability, obligation, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility that a Person owes to or at the behest of any other Person, fixed or unfixed, known or unknown, liquidated or unliquidated or secured or unsecured, in each case whether called a liability, obligation, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense or responsibility or otherwise.

“Lien” shall mean any mortgage, lien, pledge, charge, claim, security interest or encumbrance of any kind, or any defect in title, in each case whether arising by contract, by operation of Law or otherwise.

“Local Agreements” shall have the meaning set forth in Section 1.4(a).

“Losses” shall mean any and all losses, costs, settlement payments, awards, judgments, fines, penalties, Taxes, damages, expenses, incidental damages, deficiencies, charges, or Liabilities (including interest, court costs, reasonable costs of investigators, reasonable fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation, arbitration or other dispute resolution procedures); provided, however, that Losses shall not include punitive, exemplary or consequential damages of any kind (in each case, other than those payable to an unaffiliated Person resulting from a Third Party Claim).

“Lower Cap” shall have the meaning set forth in Section 9.1(b)(iii).

“Marks Transition Period” shall have the meaning set forth in Section 5.4(a)(ii).

“Material Adverse Effect” shall mean any event, circumstance, change, effect or occurrence that, individually or in the aggregate with all other events, circumstances, changes, effects or occurrences, is, or would reasonably expected to be, materially adverse to (a) the ability of Dover to consummate (or to cause its Affiliates to consummate) the transactions contemplated hereby or to perform its obligations hereunder or (b) the business, assets, liabilities, capitalization, financial condition or results of operations of the Acquired Businesses, taken as a whole, but shall, solely with respect to the foregoing clause (b), exclude any event, circumstance, change, effect or occurrence arising after the date of this Agreement to the extent resulting or arising from (i) any change in any Law or GAAP (or any interpretation thereof), (ii) any change in interest rates or general economic conditions in the industries or markets in which the Acquired Businesses operate or affecting the United States of America or foreign economies in general; (iii) any change that is generally applicable to the industries or markets in which the Acquired Businesses operate; (iv) any national or international political or social conditions, including the engagement by the United States of America or any other jurisdiction in which the Acquired Businesses operate in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United

States of America or any such jurisdiction or any of their respective territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States of America or any such jurisdiction; (v) any acts of God, including any earthquakes, hurricanes, tornados, floods, tsunamis or other natural disasters, (vi) the announcement of this Agreement; (vii) any action taken upon the written request of Buyer or any of its Affiliates; or (viii) any effect that is cured by Dover or any Acquired Company prior to the Closing; provided, however, that in the case of each of clauses (i) through (v) of the foregoing, any such event, circumstance, change, effect or occurrence shall not be excluded to the extent that it impacts the Acquired Businesses in a disproportionate manner relative to other businesses similar to the Acquired Businesses operating in the industries or markets in which the Acquired Businesses operate.

“Material Competition Law” shall mean each Competition Law set forth on Schedule 11.17(a).

“Material Contract” shall have the meaning set forth in Section 3.1(o).

“Most Recent Balance Sheet” shall have the meaning set forth in Section 3.1(f)(i).

“Most Recent Balance Sheet Date” shall have the meaning set forth in Section 3.1(f)(i).

“Most Recent Financial Statements” shall have the meaning set forth in Section 3.1(f)(i).

“MT Acquired Companies” shall have the meaning set forth in the recitals of this Agreement.

“MT Asset Sellers” shall have the meaning set forth in the recitals of this Agreement.

“MT Assets” shall mean all of the assets, rights and properties of, including licenses granted to, the MT Asset Sellers of every kind and description, wherever located, whether real, personal, mixed, tangible or intangible, used, held for use or useful exclusively or primarily in connection with the MT Business.

“MT Business” shall have the meaning set forth in the recitals of this Agreement.

“MT Equity Sellers” shall have the meaning set forth in the recitals of this Agreement.

“MT Liabilities” shall mean all of the Liabilities of the MT Asset Sellers of every kind and description to the extent relating primarily or exclusively to the operation of the MT Business or the MT Assets, in each case as the same shall exist on the Closing Date, including:

(a) the Liabilities of the MT Asset Sellers arising under any Contract included in the MT Assets;

(b) the accounts payable of the MT Asset Sellers to the extent related exclusively or primarily to the operation of the MT Business; and

(c) the accrued expenses of the MT Asset Sellers to the extent related exclusively or primarily to the operation of the MT Business.

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“MT Singapore” shall have the meaning set forth in Section 5.1(d)(iii)(A).

“MTeS” shall have the meaning set forth in Section 5.1(d)(iii)(A).

“MTG” shall have the meaning set forth in Section 5.1(d)(iv).

“Multitest Companies” shall have the meaning set forth in Section 5.1(d)(iv).

“Multitest US” shall have the meaning set forth in Section 5.1(f)(i).

“Nonassignable Asset” shall have the meaning set forth in Section 1.2(c).

“Non-controlling Party” shall mean the party not controlling the defense of any Third Party Claim.

“Open Source Material” shall mean any Software, documentation or other material that (a) is distributed as “free software”, “open source software” or under a similar licensing or distribution model, including the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), or any other license described by the Open Source Initiative as set forth on xxx.xxxxxxxxxx.xxx, or (b) grants, or purports to grant, to any third party, any rights or immunities under Intellectual Property, including any Software, documentation or other material that requires, as a condition of the modification, distribution or other use of such Software, documentation or other material, that any Software, documentation or other material incorporated into, derived from or distributed with such Software, documentation or other material be (i) disclosed or distributed in source code form, (ii) licensed for the purpose of making derivative works, (iii) redistributable at no charge or minimal charge or (iv) licensed under terms that allow reverse engineering, reverse assembly or disassembly of any kind.

“Orders” shall mean any order, writ, injunction, judgment, ruling or decree of any Governmental Entity or arbitration panel.

“Ordinary Course of Business” shall mean the ordinary course of business consistent with past custom and practice (including with respect to frequency and amount).

“Parent” shall have the meaning set forth in the preamble of this Agreement.

“Party” or “Parties” shall mean Dover and/or Buyer, as the case may be.

“Patents” shall mean issued U.S. and foreign patents and pending patent applications (including provisional patent applications), patent disclosures, utility models, design registrations, certificates of invention and similar statutory rights, and other governmental grants for the protection of inventions or industrial designs, and any and all divisionals, continuations, continuations-in-part, reissues, reexaminations, and extensions thereof, including in each case all inventions and improvements described therein.

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“Permit” shall mean any license, permit, approval, authorization or consent of any Governmental Entity.

“Permitted Liens” shall mean (a) Liens for Taxes not yet due and payable or being contested in good faith by appropriate Proceedings, (b) Liens of landlords or mechanic’s, material men’s, repairman’s or similar Liens arising in the Ordinary Course of Business with respect to obligations that are not more than one hundred twenty (120) days past due or that are being contested in good faith by appropriate proceedings, and (c) pledges or deposits to secure obligations under workers’ compensation, unemployment insurance or other types of social security or similar requirements of Law.

“Permitted Real Property Exceptions” shall mean, collectively, (a) Liens for Taxes and other governmental charges and assessments (including special assessments) that are not yet due and payable or being contested in good faith by appropriate Proceedings for which appropriate reserves have been made; (b) all matters and exceptions set forth in any title insurance policies or commitments, if any, made available to Buyer or otherwise reflected in title records relating to real property that do not materially impair the use or value of the real property to which they relate; (c) Liens or other charges, encumbrances or title exceptions or imperfections with respect to the Acquired Owned Real Property created by or resulting from the acts or omissions of Buyer or any of its Affiliates’ employees, officers, directors, agents, representatives, contractors, invitees or licensees, in each case in their capacity as such; (d) Liens imposed by applicable Law, including building and zoning laws, ordinances and regulations now or hereafter in effect relating to the Acquired Real Property; (e) any Permitted Liens to the extent applicable to the Acquired Real Property; (f) easements, rights of way, restrictions, covenants or other similar matters that, individually or in the aggregate, are not material in amount and do not materially detract from the value or materially impair the existing use of the Acquired Real Property affected by such easement, right of way, restriction, covenant or other matter; and (g) in the case of Acquired Leased Real Property, Liens not created by the Acquired Companies or Business Assets Sellers that affect the underlying fee interest of the Acquired Leased Real Property.

“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or Governmental Entity.

“Preliminary Acquired Companies Indebtedness Determination” shall have the meaning set forth in Section 2.3(a).

“Preliminary Acquired Companies Specified Employee Liabilities Determination” shall have the meaning set forth in Section 2.3(a).

“Preliminary Acquired Companies Transaction Costs Liabilities Determination” shall have the meaning set forth in Section 2.3(a).

“Preliminary Allocation Schedule” shall have the meaning set forth in Section 2.5(b)(i).

“Preliminary Asset Allocation Schedule” shall have the meaning set forth in Section 2.5(b)(i).

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“Preliminary Cash Determination” shall have the meaning set forth in Section 2.3(a).

“Preliminary Closing Date Balance Sheet” shall have the meaning set forth in Section 2.3(a).

“Preliminary Closing Statement” shall have the meaning set forth in Section 2.3(a).

“Preliminary Working Capital Determination” shall have the meaning set forth in Section 2.3(a).

“Proceeding” shall mean any claim, demand, charge, complaint, action, suit, proceeding, hearing, audit or investigation, whether judicial or administrative, of any Person, including an arbitrator or Governmental Entity.

“Products” shall mean all products or services currently manufactured, sold, leased, distributed, provided or otherwise disposed of by any of the Acquired Businesses, or manufactured, sold, leased, distributed, provided or otherwise disposed of by any of the Acquired Business during the twelve month period ending on the date hereof, and all products or service offerings in development by any of the Acquired Businesses. With respect to products or services in development, this definition shall apply only to the current design of any such products or services and shall not be applicable to the extent of any material alterations to the design of such products or services after the Closing.

“Promissory Note” shall mean a Promissory Note, dated as of the Closing Date, in the form attached as Exhibit H hereto issued by Buyer to Dover, with an original principal amount equal to $20,000,000,.

“Proprietary Information” shall have the meaning set forth in Section 5.8.

“ProWorks License Agreement” shall mean that certain license agreement, dated as of the Closing Date, by and between Dover and Buyer, substantially in the form attached hereto as Exhibit M.

“Registered IP” shall mean all Intellectual Property that is registered, filed or issued under the authority of, with or by any Governmental Entity or Internet domain name registrar, including all registered Patents, registered Copyrights, registered Trademarks, Internet domain names and all filed applications for any of the foregoing.

“Registered IP Sellers” shall have the meaning set forth in the recitals of this Agreement.

“Response” shall mean a written response provided by the Indemnifying Party to the Indemnified Party containing the information provided for in Section 9.3.

“Restricted Person” shall mean any Current Employee and any Person who, at any time from and after the execution of this Agreement until the Closing, serves as a contractor, subcontractor, consultant, sales representative or vendor of any Acquired Company or, to the extent related to any Acquired Asset, Assumed Liability or Acquired Business, Asset Seller; provided, that, “Restricted Person” shall not include any service provider that is concurrently providing services to Dover or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand.

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“Retained Benefit Plan” shall mean each Benefit Plan that is to be retained by Dover or any of its Affiliates at the Closing (i.e., not transferred to Buyer or any Designated Purchaser), including all Benefit Plans (other than Benefit Plans sponsored by an Acquired Company) to the extent covering individuals who are not current employees or contractors of an Acquired Business.

“Rosenheim Property” shall have the meaning set forth in Section 5.11.

“Sale Notice” shall have the meaning set forth in Section 5.7(b)(i).

“Schedules” shall mean the disclosure schedules delivered by Dover to Buyer simultaneously with the execution and delivery of this Agreement.

“Section 338(h)(10) Election” shall have the meaning set forth in Section 5.1(f)(ii).

“Section 338(h)(10) Tax Amount” shall have the meaning set forth in Section 5.1(f)(ii).

“Section 338(h)(10) Taxes” means any Taxes imposed as a result of the Section 338(h)(10) Election or any elections under state, local or other Tax Law that are required to be made or deemed to have been made as a result of the Section 338(h)(10) Election.

“Seller Pension Plan” means any Benefit Plan covered by Section 412 of the Code and/or Section 302 of ERISA that is currently or in the past six years was sponsored, maintained, or contributed to by any Acquired Company, Business Asset Seller or any ERISA Affiliate of any Acquired Company or Business Asset Seller.

“Software” shall mean all computer software and web sites, including data files, source code, object code, application programming interfaces and other software related specifications and documentation.

“Specified Employee Liability” shall mean, with respect to any Person, any amount payable to an employee of such Person pursuant to any change in control or transaction bonus or retention plan or similar arrangement involving such Person, in each case payable solely as a result of the transactions contemplated by this Agreement.

“Straddle Period” shall mean any taxable year or period beginning on or before but ending after the Closing Date.

“Subordination Agreement” shall mean the subordination agreement by and between Parent and Silicon Valley Bank, dated as of the Closing Date, in the form also attached as Exhibit H hereto.

“Subsidiary” of any Person shall mean another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting

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interests, 50% or more of the equity interests of which) or is entitled to receive 50% or more of the net assets of such Person available for distributions to the holders of ownership interests therein upon a liquidation or dissolution of such Person is owned directly or indirectly by such first Person or by another Subsidiary of such first Person.

“Supply Agreement” shall mean the supply agreement between DEK, Xxxxxxx Xxxxxxx Technologies LLC and Dover Asia Trading Pte. Ltd. (solely for purposes of Section 2 thereof), attached as Exhibit I hereto.

“Tax Attributes” shall mean, with respect to any Tax, any tax basis, net operating loss carryovers, net capital loss carryovers, credits and similar Tax items of any Person.

“Tax Package” shall have the meaning set forth in Section 5.1(b)(iv).

“Tax Proceeding” shall have the meaning set forth in Section 5.1(c)(ii).

“Tax Return” shall mean any return, declaration, form, report, estimate, claim for refund, or information return or statement relating to, or required to be filed in connection with, any Taxes, including any schedule or attachment thereto and any amendment thereof filed with or submitted to (or required to be filed with or submitted to) any Governmental Entity.

“Tax Sharing Arrangement” shall mean any written or unwritten agreement or arrangement providing for the allocation or payment of Tax liabilities or payment for Tax benefits between or among members of any group of corporations filing Tax Returns that files, will file or has filed Tax Returns on a combined, consolidated or unitary basis.

“Taxes” shall mean any and all taxes, charges, fees, duties, contributions, levies or similar assessments or liabilities, including income, corporation, premium, value-added, capital gains, documentary, recapture, alternative or add-on minimum, disability, registration, recording, license, lease, service, service use, transfer, business license, business organization, environmental, severance, occupation, franchises, windfall or other profits, gross receipts, real and tangible property, sales, use, capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation, net worth, stamp, customs excise, withholding, ad valorem, value added and estimated taxes or charges imposed by the United States of America or any state, local or foreign government, or any agency or political subdivision thereof, and any interest, fines, penalties, assessments or additions to tax imposed with respect to such items or any contest or dispute thereof.

“Termination Date” shall have the meaning set forth in Section 10.1(b).

“Third Party Claim” shall have the meaning set forth in Section 9.4(a).

“Threshold” shall have the meaning set forth in Section 9.1(b)(ii).

“Total Consideration” shall have the meaning set forth in Section 2.5(b).

“Trademarks” shall mean U.S. and foreign registered and unregistered trademarks, trade dress, service marks, trade names, logos and all registrations and applications to register the same, and the goodwill associated with any of the foregoing.

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“Trade Materials” shall have the meaning set forth in Section 5.4(a)(ii).

“Trade Secrets” shall mean trade secrets, and to the extent not generally known to the public, know-how, business, marketing and technical information, databases, procedures, research records, market surveys, product specifications, product designs, plans, compositions, proprietary processes, methods, techniques, customer lists and data, supplier lists and data, and any other non-public or confidential information.

“Transaction Cost” shall mean, with respect to any Person, any third-party cost, fee or expense (including, for the avoidance of doubt, any such cost, fee or expense payable as a result of the consummation of the transactions contemplated by this Agreement) incurred by such Person in connection with the transactions contemplated by this Agreement; provided, that, for the avoidance of doubt, Transaction Costs shall not include Specified Employee Liabilities.

“Transferred Employees” shall have the meaning set forth in Section 5.2(a)(i).

“Transition Services Agreement” shall mean a master transition services agreement between Dover and Buyer, substantially in the form of Exhibit J hereto, which may, to the extent required by Law or to the extent more convenient for administrative purposes, have appended thereto separate agreements for particular jurisdictions, in each case as mutually agreed upon by the Parties.

“VAT” shall have the meaning set forth in Section 5.1(d)(i)(A).

“VAT Issue” shall have the meaning set forth in Section 5.1(a)(i).

“WARN” shall have the meaning set forth in Section 5.2(h).

“Working Capital” shall mean (a) the consolidated current assets of the Acquired Companies and those Acquired Assets that constitute current assets (excluding, in each case, Cash and Cash Equivalents, any prepaid insurance premium in respect of Parent’s insurance policies with Liberty Mutual, intercompany receivables (other than intercompany receivables in respect of hosting Current Employees (by and among Dover and its Affiliates), including any payroll, facility costs and IT infrastructure charges associated therewith), income tax assets and the amount of any accrued value added Tax refund) minus (b) the consolidated current liabilities of the Acquired Companies and those Assumed Liabilities that constitute current liabilities (excluding, in each case, income tax liabilities, intercompany payables (other than intercompany payables in respect of hosting Current Employees (by and among Dover and its Affiliates), including any payroll, facility costs and IT infrastructure charges associated therewith), Indebtedness, Transaction Costs and Specified Employee Liabilities and including the liability of atg L&M to Dover Germany under the German Profit and Loss Arrangement in accordance with the provisions of Section 5.12), in each case calculated in accordance with the line items specified on Exhibit F and the Accounting Principles.

“Working Capital Target” shall mean $62,400,000.

106

Where any group or category of items or matters is defined collectively in the plural number, any item or matter within such definition may be referred to using such defined term in the singular number, and vice versa.

[Signature pages follow.]

107

IN WITNESS WHEREOF, the Parties have caused their duly authorized officers to execute and deliver this Master Sale and Purchase Agreement as of the day and year first written above.


DOVER PRINTING & IDENTIFICATION, INC. (“Dover”)

By:		/s/ Xxxxx X. Xxxxxxxx
Name:		Xxxxx X. Xxxxxxxx
Title:		Authorized Person

DOVER CORPORATION, solely for purposes of Sections 11.3(b), 11.4 and 11.16 (“Parent”)

By:		/s/ Xxxxx X. Xxxxxxxx
Name:		Xxxxx X. Xxxxxxxx
Title:		Authorized Person

LTX-CREDENCE CORPORATION (“Buyer”)

By:		/s/ Xxxxx X. Xxxxxxx
Name:		Xxxxx X. Xxxxxxx
Title:		President and Chief Executive Officer

[Master Sale and Purchase Agreement]

Execution Version

Exhibit A

ECT Equity Sellers and ECT Acquired Companies


Seller	Company*

Dover Corporation	1.	Xxxxxxx Xxxxxxx Technologies Board Test Manufacturing Limited Company (50%)

Dover Communication Technologies, Inc.	1.	Xxxxxxx Xxxxxxx Technologies LLC

Dover Asia Trading Private Limited	1.	Xxxxxxx Xxxxxxx Technologies (Shenzhen) Limited

	2.	Test Solutions (Suzhou) Co., Ltd.

Dover Global Holdings, Inc.	1.	Xxxxxxx Xxxxxxx Technologies Board Test Manufacturing Limited Company (50%)

Dover Germany GmbH	1.	atg Luther & Maelzer GmbH

		a.	atg Luther & Maelzer Asia Ltd.

		x.	XXX Elektrisches Testzentrum fuer Leiterplatten GmbH (15.38%)

*	Note that the Subsidiaries and other subsidiaries of each company (if any) are set forth below its name. All ownership interests are 100% unless otherwise indicated.

Execution Version

Exhibit B

ECT Asset Sellers


		Seller
		Dover India Pvt., Ltd.
		Icon Technology Company Ltd.
		DEK Northern Europe Limited
		Dover Southeast Asia (Thailand) Ltd.
		Dover Asia Trading Private Limited
		Delaware Capital Formation, Inc.
		DTG International GmbH

Execution Version

Exhibit C

MT Equity Sellers and MT Acquired Companies


Seller	Company*

Delaware Capital Formation, Inc.	1.	Multitest Electronic Systems Inc.

Dover Germany GmbH	1.	Multitest GmbH

		a.	Multitest elektronische Systeme GmbH

		b.	FTZ Fraes-und Technologiezentrum GmbH Frasdorf (39%)

Dover Netherlands Services B.V.	1.	Multitest Electronic Systems (Penang) Sdn. Bhd.

Dover Asia Trading Private Limited	1.	Multitest Electronic Systems (Philippines) Corporation

*	Note that the Subsidiaries and other subsidiaries of each company (if any) are set forth below its name. All ownership interests are 100% unless otherwise indicated.

Execution Version

Exhibit D

MT Asset Sellers


		Seller
		Dover Corporation Regional Headquarters
		Dover India Pvt., Ltd.
		Dover Southeast Asia (Thailand) Ltd.
		DEK Printing Machines Limited
		Dover Global Trading Pte. Ltd.
		Dover Netherlands Services B.V.

Execution Version

Exhibit E

Acquired Registered IP

Trademarks

OWNER

COUNTRY

APPLICATION
NUMBER

FILING

DATE

REGISTRATION
NUMBER

REGISTRATION
DATE

XXXX

Delaware Capital Formation, Inc.

United States

75-711658

21-May-99

2571852

21-May-02

BANTAM

Delaware Capital Formation, Inc.

United Kingdom

2214278

15-Nov-99

2214278

07-Jul-00

BANTAM

Delaware Capital Formation, Inc.

Taiwan

88057311

18-Nov-99

930664

16-Feb-01

Bantam

Delaware Capital Formation, Inc.

Japan

2002-042399

23-May-02

4831504

07-Jan-05

BANTAM

Delaware Capital Formation, Inc.

European

1382779

12-Nov-99

1382779

00-Xxx-00

XXXXXX

Xxxxxxxx Xxxxxxx Xxxxxxxxx, Xxx.

Xxxxxx Xxxxxx

75-711660

21-May-99

2553252

26-Mar-02

BANTAM PAK

Delaware Capital Formation, Inc.

United Kingdom

2214276

15-Nov-99

2214276

30-Jun-00

BANTAM PAK

Delaware Capital Formation, Inc.

Taiwan

88057310

18-Nov-99

936054

16-Feb-01

Bantam Pak

Delaware Capital Formation, Inc.

European

1383116

12-Nov-99

1383116

11-Dec-00

BANTAM PAK

Delaware Capital Formation, Inc.

Germany

P 32837 9WZ

21-Jun-85

1090880

28-Apr-86

BIASING BALL

Delaware Capital Formation, Inc.

France

747531

14-Jun-85

1312722

14-Jun-85

BIASING BALL

Delaware Capital Formation, Inc.

United States

73-518861

23-Jan-85

1351509

30-Jul-85

BIASING-BALL

Delaware Capital Formation, Inc.

Canada

0544107

20-Jun-85

TMA320636

14-Nov-86

BIASING-BALL

Delaware Capital Formation, Inc.

United States

76-401873

30-Apr-02

2738808

15-Jul-03

XXXXXXX

Xxxxxxxx Xxxxxxx Xxxxxxxxx, Xxx.

Xxxxxx

00000

02-May-02

1043345

16-May-03

DURAPAK

Delaware Capital Formation, Inc.

Japan

2002-037770

09-May-02

4651696

07-Mar-03

DURAPAK

Delaware Capital Formation, Inc.

China

3208411

12-Jun-02

3208411

14-Oct-03

DuraPak

Delaware Capital Formation, Inc.

Canada

1139359

30-Apr-02

TMA651714

27-Oct-05

DURAPAK

Delaware Capital Formation, Inc.

Taiwan

94014990

01-Apr-05

01197346

16-Feb-06

ECT

Delaware Capital Formation, Inc.

Singapore

T05/04594E

29-Mar-05

T05/04594E

18-Oct-05

ECT

Delaware Capital Formation, Inc.

Singapore

T05/04592I

29-Mar-05

T05/04592I

26-Jul-05

ECT

Delaware Capital Formation, Inc.

Hong Kong

Not yet filed

ECT

Delaware Capital Formation, Inc.

China

4634094

29-Apr-05

4634094

21-Dec-08

ECT

Delaware Capital Formation, Inc.

China

4634096

29-Apr-05

4634096

28-Oct-09

ECT

Delaware Capital Formation, Inc.

United States

78-593816

23-Mar-05

3167563

07-Nov-06

ECT and Design

Delaware Capital Formation, Inc.

European

4363073

30-Mar-05

4363073

18-Apr-06

ECT and design

Delaware Capital Formation, Inc.

China

4634093

29-Apr-05

4634093

28-Oct-09

ECT and design

Delaware Capital Formation, Inc.

United States

78-593835

23-Mar-05

3167564

07-Nov-06

ECT Block Letters

Delaware Capital Formation, Inc.

Taiwan

94014991

01-Apr-05

01197347

16-Feb-06

ECT stylized and design

Delaware Capital Formation, Inc.

Singapore

T05/04591J

29-Mar-05

T05/04591J

01-Feb-06

ECT stylized and design

Delaware Capital Formation, Inc.

Singapore

T05/04590B

29-Mar-05

T05/04590B

16-Jan-06

ECT stylized and design

Delaware Capital Formation, Inc.

Hong Kong

300393246

29-Mar-05

300393246

24-Aug-05

ECT stylized and design

Delaware Capital Formation, Inc.

China

4634095

29-Apr-05

4634095

21-Dec-08

ECT stylized and design

Delaware Capital Formation, Inc.

United States

78-213082

10-Feb-03

3068926

14-Mar-06

ELIMINATOR

Delaware Capital Formation, Inc.

China

2001032801

09-Mar-01

2018115

14-Oct-04

ELIMINATOR

Delaware Capital Formation, Inc.

United States

76-679657

19-Jul-07

3456134

01-Jul-08

ESH Block Letters

Delaware Capital Formation, Inc.

United States

74-243815

06-Feb-92

1838309

31-May-94

XXXXXXX XXXXXXX TECHNOLOGIES

Delaware Capital Formation, Inc.

Taiwan

94014483

30-Mar-05

1208763

01-May-06

Xxxxxxx Xxxxxxx Technologies

Delaware Capital Formation, Inc.

Singapore

T05/04125G

28-Mar-05

T05/04125G

28-Dec-05

Xxxxxxx Xxxxxxx Technologies

Delaware Capital Formation, Inc.

Singapore

T05/04124I

28-Mar-05

T05/04124I

20-Sep-05

Xxxxxxx Xxxxxxx Technologies

Delaware Capital Formation, Inc.

Mexico

709888

01-Apr-05

884973

31-May-05

Xxxxxxx Xxxxxxx Technologies

Delaware Capital Formation, Inc.

Mexico

714727

28-Apr-05

888348

24-Jun-05

Xxxxxxx Xxxxxxx Technologies

Delaware Capital Formation, Inc.

Japan

H10-099459

20-Nov-98

4746192

00-Xxx-00

XXXXXXX XXXXXXX TECHNOLOGIES

Delaware Capital Formation, Inc.

Hong Kong

300393237

29-Mar-05

300393237

04-Aug-05

Xxxxxxx Xxxxxxx Technologies

Delaware Capital Formation, Inc.

European

4362927

30-Mar-05

004362927

18-Apr-06

Xxxxxxx Xxxxxxx Technologies

Delaware Capital Formation, Inc.

China

4541448

15-Mar-05

4541448

07-Oct-08

Xxxxxxx Xxxxxxx Technologies

Delaware Capital Formation, Inc.

China

4551526

21-Mar-05

4551526

21-Jan-08

Xxxxxxx Xxxxxxx Technologies

Delaware Capital Formation, Inc.

Brazil

827313985

07-Apr-05

827313985

00-Xxx-00

Xxxxxxx Xxxxxxx Technologies

Delaware Capital Formation, Inc.

Brazil

827313977

07-Apr-05

827313977

00-Xxx-00

Xxxxxxx Xxxxxxx Technologies

Delaware Capital Formation, Inc.

United States

73-642017

28-Jan-87

1467094

00-Xxx-00

XXXXXXX

Xxxxxxxx Xxxxxxx Xxxxxxxxx, Xxx.

Xxxxxx Xxxxxx

85/925778

07-May-13

Laserwire

Delaware Capital Formation, Inc.

Korea, South

4020040044233

30-Sep-04

4006365650000

27-Oct-05

MINI MITE

Delaware Capital Formation, Inc.

United States

76-401874

30-Apr-02

2680883

28-Jan-03

MINI-MITE

Delaware Capital Formation, Inc.

Taiwan

17228

02-May-02

1043346

16-May-03

MINI-MITE

Delaware Capital Formation, Inc.

Canada

1139360

30-Apr-02

TMA648760

22-Sep-05

MINI-MITE

Delaware Capital Formation, Inc.

United States

72-346959

22-Dec-69

916181

13-Jul-71

POGO

Delaware Capital Formation, Inc.

United Kingdom

1193106

29-Mar-83

1193106

02-Jan-85

POGO

Delaware Capital Formation, Inc.

Taiwan

87050094

14-Oct-98

922362

01-Jan-01

Pogo

Delaware Capital Formation, Inc.

Japan

H07-96393

21-Sep-95

4090608-2

12-Dec-97

Pogo

Delaware Capital Formation, Inc.

Japan

1998-087300

13-Oct-98

4537490

18-Jan-02

POGO

Delaware Capital Formation, Inc.

Italy

33655C/83

21-Apr-83

1055588

03-Nov-86

POGO

Delaware Capital Formation, Inc.

Germany

P 30191 9WZ

07-Apr-83

1056822

00-Xxx-00

XXXX

Xxxxxxxx Xxxxxxx Xxxxxxxxx, Xxx.

Xxxxxx

000000

07-Apr-83

1232477

05-Apr-93

POGO

Delaware Capital Formation, Inc.

Canada

501198

31-Mar-83

288699

00-Xxx-00

XXXX

Xxxxxxxx Xxxxxxx Xxxxxxxxx, Xxx.

Xxxxxx Xxxxxxx

B1336919

29-Feb-88

B1336919

00-Xxx-00

XXXXXXXXX

Xxxxxxxx Xxxxxxx Xxxxxxxxx, Xxx.

Xxxxxx Xxxxxx

73-576583

06-Jan-86

1608864

07-Aug-90

TTI TESTRON and Design

Delaware Capital Formation, Inc.

Taiwan

97022414

13-May-08

01353722

16-Mar-09

Valitron

Delaware Capital Formation, Inc.

Singapore

T08/05897E

06-May-08

T0805897E

06-May-08

Valitron

Delaware Capital Formation, Inc.

Malaysia

08008772

06-May-08

08008772

15-Apr-10

Valitron

Delaware Capital Formation, Inc.

Korea, South

00-0000-0000000

08-May-08

4007771060000

23-Jan-09

Valitron

Delaware Capital Formation, Inc.

Japan

2008-035515

08-May-08

5176251

24-Oct-08

Valitron

Delaware Capital Formation, Inc.

India

1686564

13-May-08

1686564

00-Xxx-00

Xxxxxxxx

Xxxxxxxx Xxxxxxx Xxxxxxxxx, Xxx.

Xxxx Xxxx

301109718

06-May-08

301109718

16-Dec-08

Valitron

Delaware Capital Formation, Inc.

European

006854848

14-Apr-08

006854848

29-Jan-09

Valitron

Delaware Capital Formation, Inc.

China

6715806

12-May-08

6715806

07-Jun-10

Valitron

Delaware Capital Formation, Inc.

United States

77-406694

26-Feb-08

3538480

25-Nov-08

VALITRON Block Letters

Delaware Capital Formation, Inc.

WIPO

1032674

04-Mar-10

1032674

04-Mar-10

ZIP

Delaware Capital Formation, Inc.

Vietnam

1032674

04-Mar-10

1032674

04-Mar-10

Zip

Delaware Capital Formation, Inc.

Xxxxxxxxx

0000000

04-Mar-10

1032674

04-Mar-10

Zip

Delaware Capital Formation, Inc.

Korea, South

1032674

04-Mar-10

1032674

04-Mar-10

Zip

Delaware Capital Formation, Inc.

Japan

0000000

04-Mar-10

1032674

04-Mar-10

Zip

Delaware Capital Formation, Inc.

Hong Kong

301558422

09-Mar-10

301558422

11-Aug-10

Zip

Delaware Capital Formation, Inc.

European

1032674

04-Mar-10

1032674

04-Mar-10

Zip

Delaware Capital Formation, Inc.

China

1032674

04-Mar-10

1032674

04-Mar-10

Zip

Delaware Capital Formation, Inc.

Canada

1472045

05-Mar-10

TMA835542

01-Nov-12

Zip

Delaware Capital Formation, Inc.

United States

77-884604

02-Dec-09

3807010

22-Jun-10

ZIP Block Letters

Delaware Capital Formation, Inc.

Taiwan

99010063

08-Mar-10

01432224

01-Oct-10

ZIP Block Letters

Delaware Capital Formation, Inc.

Philippines

0-0000-000000

10-Mar-10

42010002712

03-Mar-11

ZIP Block Letters

Delaware Capital Formation, Inc.

Malaysia

2010004046

09-Mar-10

2010004046

05-Nov-12

ZIP Block Letters

Delaware Capital Formation, Inc.

India

1937409

17-Mar-10

ZIP Block Letters

Delaware Capital Formation, Inc.

Brazil

830553894

00-Xxx-00

XXX Xxxxx Xxxxxxx

Xxxxxxxx Xxxxxxx Xxxxxxxxx, Xxx.

Xxxxxx Xxxxxx

75-747911

12-Jul-99

2513864

4-Dec-01

Harbor Electronics

Delaware Capital Formation, Inc.

United States

78-416268

10-May-04

3534112

18-Nov-08

Harbor Electronics block letters

Delaware Capital Formation, Inc.

United States

78-119699

4-Apr-02

2856747

22-Jun-04

Harbor Electronics, Inc (and Design)

atg Luther & Maelzer GmbH

European Union

11274081

10/17/2012

SmartStep

atg Luther & Maelzer GmbH

International Registration

011274081_01

3/1/2013

SmartStep

DTG International GmbH

Taiwan, R.O.C.

101065778

11/20/2012

SmartStep

atg Luther & Maelzer GmbH

European Union

11274032

10/17/2012

FlexStep

atg Luther & Maelzer GmbH

International Registration

011274032_01

3/1/2013

Flexstep

DTG International GmbH

Taiwan, R.O.C.

101065777

11/20/2012

FlexStep

atg Luther & Xxxxxxx XxxX

Xxxxxxx

000 00 443.7

05/15/1995

395 20 443

atg

atg test systems GmbH & Co. KG

Japan

H08-129286

11/15/1996

4178459

atg

atg test systems GmbH & Co. KG

Korea

4.01996E+12

07/18/1996

4.00387E+12

atg

atg test systems GmbH & Co. KG

Korea

4.11996E+12

07/18/1996

4.10048E+11

atg

atg Luther & Xxxxxxx XxxX

Xxxxxxx

000 00 048.4/09

4/8/1998

398 44 048

EXALINE

atg test systems GmbH & Co. KG

European Union

16790

1/4/1996

atg (Dreieck)

atg test systems GmbH & Co. KG

European Union

2083400

01/18/2001

2083400

atg

atg Luther & Maelzer GmbH

China

2001083235

05/21/2001

1993476

atg (int class 9)

atg test systems GmbH & Co. KG

China

2001083236

05/21/2001

2011640

atg (int class 42)

atg test systems GmbH & Co. KG

Taiwan, R.O.C.

90021454

05/29/2001

998399

„atg“ (int. Class 9)

atg test systems GmbH & Co. KG

Taiwan, R.O.C.

90021455

05/29/2001

173108

„atg“ (int. Class 42)

atg test systems GmbH & Co. KG

Taiwan, R.O.C.

91026808

05/29/2001

„atg“ (int. Class 37)

atg test systems GmbH

China

5084494

12/26/2005

5084494

LaTest

atg Luther & Maelzer GmbH

Germany

307 10 983.6 / 09

02/21/2007

307 10 983.6

LaTest (Wortmarke)

atg test systems GmbH

International Registration

936 346

02/21/2007

936 346

LaTest (Wortmarke)

atg test systems GmbH

Japan

2005-120558

12/22/2005

4,999,861

LaTest, class 09

atg test systems GmbH

Korea

00-0000-0000000

12/23/2005

00-0000000

LaTest (class 9)

atg test systems GmbH

Taiwan, R.O.C.

94061913

12/22/2005

1225621

LaTest (word xxxx) in class 9

atg test systems GmbH

U.S.A.

77/254,473

08/14/2007

3,470,797

LaTest (Wortmarke)

atg test systems GmbH

European Union

5013297

11/4/2006

A6 (3D-Marke), Beschwerdesache R0421/2007-1

atg test systems GmbH

China

6271019

11/9/2007

EXAMAT, class 9

atg test systems GmbH

European Union

5991336

12/6/2007

5991336

EXAMAT

atg test systems GmbH

Taiwan, R.O.C.

96040475

08/23/2007

1312440

EXAMAT, class 9

atg Luther & Maelzer GmbH

Germany

307 40 540.0 / 09

06/21/2007

307 40 540

MicroShort Detection (Wortmarke)

atg Luther & Maelzer GmbH

Austria

AM 7901/2007

11/15/2007

MicroShort Detection (Wortmarke)

atg Luther & Maelzer GmbH

China

6405163

11/28/2007

MicroShort Detection

atg Luther & Maelzer GmbH

Italy

MI2007C011880

11/19/2007

MicroShort Detection (Wortmarke)

atg Luther & Maelzer GmbH

Korea

2008-0046559

12/12/2007

00-0000000

MicroShort Xxxxxxxxx

Xxxxxx & Xxxxxxx XxxX & Xx. XX

Xxxxx

0000000

5/4/2004

3995320

LM, Bildmarke, Klasse 9

atg Luther & Maelzer GmbH

European Union

7014491

06/25/2008

„LM“, Bildmarke

Luther & Xxxxxxx XxxX & Xx. XX

Xxxx Xxxx

300127692

12/16/2003

LM, Wortmarke, Xxxxxx 0

Xxxxxx & Xxxxxxx XxxX & Xx. XX

Xxxxx

2004-041147

04/30/2004

4829224

LM, Bildmarke, Xxxxxx 0

Xxxxxx & Xxxxxxx XxxX & Xx. XX

Xxxxx

00-0000-0000000

11/17/2004

636624

LM, Bildmarke, Xxxxxx 0

Xxxxxx & Xxxxxxx XxxX & Xx. XX

Xxxxxx, X.X.X.

92071707

12/12/2003

11422225

LM, Xxxxxx 0

Xxxxxx & Xxxxxxx XxxX & Xx. XX

Xxxxx

00-0000-0000000

11/17/2004

636621

XX00

Xxxxxx & Xxxxxxx XxxX & Xx. XX

Xxxxx

00-0000-0000000

11/17/2004

636623

XX000

Xxxxxx & Xxxxxxx XxxX & Xx. XX

Xxxxx

000000

07/15/2002

G785175

LUTHER & MAELZER, Xxxxxx 0

Xxxxxx & Xxxxxxx XxxX & Xx. XX

Xxxxxxx

302 25 895.7 / 07

05/24/2002

302 25 895

Luther & Maelzer (Wortmarke)

Luther & Maelzer GmbH & Co. KG

European Union

2711190

05/24/2002

2711190

Luther & Maelzer (Wortmarke)

Luther & Maelzer GmbH & Co. KG

International Registration

785 175

07/15/2002

785 175

Luther & Maelzer (Wortmarke)

Luther & Xxxxxxx XxxX & Xx. XX

Xxxxx

0000000

10/11/2004

4356358

Luther & Maelzer in chinesischen Schriftzeichen, Xxxxxx 0

Xxxxxx & Xxxxxxx XxxX & Xx. XX

Xxxx Xxxx

300257698

07/28/2004

300257698

Luther & Maelzer in chinesischen Schriftzeichen, Xxxxxx 00

Xxxxxx & Xxxxxxx XxxX & Xx. XX

Xxxxxx, X.X.X.

93035238

07/29/2004

1163618

Luther & Maelzer in chinesischen Schriftzeichen, Xxxxxx 0

Xxxxxx & Xxxxxxx XxxX & Xx. XX

X.X.X.

76-447,025

5/9/2002

2,785.821

Luther & Maelzer (Wortmarke)

Luther & Xxxxxxx XxxX & Xx. XX

Xxxxx

0000000

04/23/2004

ZC4033553ZC

Picomat (Wortmarke)

Luther & Xxxxxxx XxxX & Xx. XX

Xxxxxxx

0000000

05/22/1987

1116411

QUICKTEST (Wort-/Bildmarke)

Luther & Maelzer GmbH & Co. KG

Japan

2004-015420

02/20/2004

4794712

Picomat (Wortmarke)

Luther & Maelzer GmbH & Co. KG

Korea

2004-0007279

02/19/2004

608268

Picomat (Wortmarke)

Luther & Maelzer GmbH & Co. KG

Korea

2002-0028027

06/18/2002

561639

Luther & Maelzer (Wortmarke)

Multitest

Germany

304 42 975

11/24/2004

InStrip

Multitest

China

4485398, 4485397, 4485396 and 4485395

07.11.2007 and 28.08.2008

InStrip

Multitest

Malaysia

4019393, 4019394, 4019395, 4019396

10.12.2004

InStrip

Multitest

Philippines

0-0000-00000

12/31/2005

InStrip

Multitest

Taiwan

01228195, 01191834, 01193077, 01193229

16.01.2006 and 16.09.2006

InStrip

Multitest

WIPO

858127

3/10/2005

InStrip

Multitest

USA

3095898

5/23/2006

InStrip

Multitest

Singapore

T05/16753F, T05/16752H, T05/16754D

10.03.2005

InStrip

Multitest

Germany

304 42 976

11/24/2004

InSite

Multitest

China

4485393

8/28/2008

InSite

Multitest

Malaysia

4019398

10.12.2004

InSite

Multitest

Taiwan

1175336, 1187692, 1187836

12/16/2005

InSite

Multitest

WIPO

867517

3/10/2005

InSite

Multitest

Singapore

T05/23979J, T05/23977D, T05/23978B

10.03.2005

InSite

Multitest

Germany

304 42 977

11/24/2004

QuickDock

Multitest

China

4485391, 4485390, 4485389

07.07.2007, 28.08.2008, 21.11.2008

QuickDock

Multitest

Malaysia

4019400, 40194001, 40194002

10.12.2004

QuickDock

Multitest

Philippines

11876

2007 Declaration of Actual Use was not filed

QuickDock

Multitest

Taiwan

1228262, 1193078, 1180288

16.01.2006, 01.11.2005, 16.09.2006

QuickDock

Multitest

WIPO

867518

3/10/2005

QuickDock

Multitest

USA

3133336

22.08.2006 Declaration of Actual Use was not filed

QuickDock

Multitest

Singapore

T05/23980D, T05/23981B, T05/23982J

10.03.2005

QuickDock

Multitest

Germany

304 42 978

10/26/2004

Dura

Multitest

China

4485380, 4485381, 4485379

8/28/2008

Dura

Multitest

Malaysia

4019403, 4019404, 4019405

10.12.2004

Dura

Multitest

Philippines

0-0000-00000

13.11.2006 Declaration of Actual Use was not filed

Dura

Multitest

Taiwan

1185878, 1187664, 1137838

12/16/2005

Dura

Multitest

WIPO

867619

3/10/2005

Dura

Multitest

USA

3133337

8/22/2006

Dura

Multitest

Singapore

T05/24014D, T05/24015B, T05/24016J

10.03.2005

Dura

Multitest

Germany

304 42 979

1/13/2005

Multicare

Multitest

China

4485366

12/7/2008

Multicare

Multitest

Malaysia

4019407, 4019409

12/10/2004

Multicare

Multitest

Philippines

11878

Declaration of Actual Use was not filed

Multicare

Multitest

Taiwan

1180115, 1180251, 1193228

01.11.2005, 16.01.2006

Multicare

Multitest

WIPO

873286

3/10/2005

Multicare

Multitest

Singapore

T06/01690F, T06/01691D, T06/01692B

3/10/2005

Multicare

Multitest

4604021

Withdrawn

Multitest

5582457

1/18/2008

Multitest

8280927

11/22/2009

nanoKelvin

Multitest

USA

3878511

11/23/2010

nanoKelvin

Multitest

8308009

11/24/2009

FORTA

Multitest

USA

3855475

10/5/2010

FORTA

Multitest

8280968

Withdrawn

ECON

Multitest

USA

77729245 (serial number)

Discontinued

ECON

Multitest

8990178

9/29/2010

plug & yield

Multitest

USA

3950145

4/26/2011

plug & yield

Multitest

Singapore

T1005411F

29.04.2010

plug & yield

Multitest

8480493

1/27/2010

inCarrier

Multitest

Malaysia

Anmeldenr. 2010001615 2010001616 2010001614

inCarrier

Multitest

Taiwan

1463510

7/1/2011

inCarrier

Multitest

WIPO

1027637

9/23/2009

inCarrier

Multitest

USA

3916208

2/8/2011

inCarrier

Multitest

Singapore

T1002039D

9/23/2009

inCarrier

Multitest

10971571

10/24/2012

Triton

Patents

OWNER/

ASSIGNEE

COUNTRY

APPLICATION
NUMBER

APPLICATION
DATE

REGISTRATION/

PUBLICATION
NUMBER

REGISTRATION/

PUBLICATION
DATE

TITLE

STATUS

Delaware Capital Formation, Inc.

United States

08/126179

9/23/1993

5447442

9/5/1995

Compliant electrical connectors

Delaware Capital Formation, Inc.

United States

08/224006

4/5/1994

5422575

6/6/1995

Test fixture with adjustable bearings and optical alignment system

Delaware Capital Formation, Inc.

United States

08/462229

6/5/1995

5557211

9/17/1996

Vacuum test fixture for printed circuit boards

Delaware Capital Formation, Inc.

United Kingdom

9401551.8

1/27/1994

2274920

11/27/1996

Marker probe

Delaware Capital Formation, Inc.

Germany

4404115.2

2/9/1994

4404115

7/29/1999

Prufvorrichtung zum Prufen von gedruckten Schaltungskarten (German)

Delaware Capital Formation, Inc.

United States

08/292054

8/16/1994

5493230

2/20/1996

Retention of test probes in translator fixtures

Delaware Capital Formation, Inc.

United States

08/558687

11/16/1995

5641315

6/24/1997

Telescoping spring probe

Delaware Capital Formation, Inc.

United States

08/561395

11/21/1995

5667410

9/16/1997

One-piece compliant probe

Delaware Capital Formation, Inc.

United States

08/531720

9/21/1995

5729146

3/17/1998

Quick stacking translator fixture

Delaware Capital Formation, Inc.

United States

08/783467

1/16/1997

5801544

9/1/1998

Spring probe and method for biasing

Delaware Capital Formation, Inc.

United Kingdom

199800596.0

1/14/1998

2323222

4/18/2001

Spring probe and method for biasing

Delaware Capital Formation, Inc.

Taiwan

86109649

7/9/1997

105627

7/1/1999

Spring Probe and Method for Biasing

Delaware Capital Formation, Inc.

Germany

19801269.1

1/15/1998

19801269

7/1/1999

Electrical circuit testing probe

Delaware Capital Formation, Inc.

France

1998370

1/15/1998

2758395

6/23/2000

SONDE A RESSORT POUR TESTS ELECTRIQUES (French)

Delaware Capital Formation, Inc.

United States

08/688189

7/29/1996

5818248

10/6/1998

Loaded board test fixture with integral translator fixture for testing closely spaced test sites

Delaware Capital Formation, Inc.

European

1997935151

7/29/1997

855037

12/7/2005

LOADED BOARD DROP PIN FIXTURE

Delaware Capital Formation, Inc.

United States

08/536131

9/29/1995

5865641

2/2/1999

Solid spring electrical contacts for electrical connectors and probes

Delaware Capital Formation, Inc.

United Kingdom

199514007.5

7/10/1995

2291544

10/2/1996

Electrical connectors

Delaware Capital Formation, Inc.

Japan

1995176316

7/12/1995

2718425

11/14/1997

Solid Spring Electrical Contacts for Electrical Connectors and Probes

Delaware Capital Formation, Inc.

Germany

19525390.6

7/12/1995

19525390

00/0/0000

Xxxxxxxxxxx Xxxxxxxxxxxxxxxxxxxxxx (Xxxxxx)

Delaware Capital Formation, Inc.

France

9508309

7/10/1995

9508309

6/12/1998

CONTACTS ELECTRIQUES A RESSORT PLEIN POUR DES CONNECTEURS ET DES SONDES ELECTRIQUES (French)

Delaware Capital Formation, Inc.

United States

29/093915

9/22/1998

D422230

4/4/2000

Coaxial Test Probe

Delaware Capital Formation, Inc.

United Kingdom

2082174

3/22/1999

2082174

6/2/1999

Coaxial Test Probe

Delaware Capital Formation, Inc.

Germany

49902980.1

3/19/1999

49902980.1

10/9/1999

Coaxial Test Probe

Delaware Capital Formation, Inc.

France

991814

3/18/1999

991814

9/3/1999

COAXIAL TEST PROBE

Delaware Capital Formation, Inc.

Finland

X00000000

3/18/1999

20659

10/29/1999

Coaxial Test Probe

Delaware Capital Formation, Inc.

United States

08/606593

2/26/1996

5898314

4/27/1999

Translator fixture with force applying blind pins

Delaware Capital Formation, Inc.

Italy

TO97A000158

2/25/1997

1291147

12/29/1998

ATTREZZATURA PER LA TRASLAZIONE DI SEGNALI CON SPINE CIECHE PER L’APPLICAZIONE DI FORZA (Italian)

Delaware Capital Formation, Inc.

Germany

19707485.5

2/25/1997

19707485

1/24/2008

Haltevorrichtung und Haltebaugruppe fur ein Leiterplatten-Prufgerat (German)

Delaware Capital Formation, Inc.

Taiwan

87118577

11/17/1998

112013

2/1/2000

Scan test machine for densely spaced test sites

Delaware Capital Formation, Inc.

Italy

2001250038.5

2/2/2001

1122546

7/9/2008

Scan Test Machine for Densely Spaced Test Sites

Delaware Capital Formation, Inc.

European

2001250038.5

2/2/2001

1122546

7/9/2008

Scan test machine for densely spaced test sites

Delaware Capital Formation, Inc.

United States

09/207740

12/8/1998

6194908

2/27/2001

Test fixture for testing backplanes or populated circuit boards

Delaware Capital Formation, Inc.

United States

08-662671

6/14/1996

5883520

3/16/1999

Retention of test probes in translator fixtures

Delaware Capital Formation, Inc.

United States

09/207741

12/8/1998

6366107

4/2/2002

Loading mechanism for automated verification and repair station

Delaware Capital Formation, Inc.

WIPO

1997US8900

5/23/1997

1998040752

9/17/1998

PERIPHERALLY LEADED PACKAGE TEST CONTACTOR

Delaware Capital Formation, Inc.

WIPO

1997US8901

5/23/1997

1998013695

4/2/1998

GRID ARRAY PACKAGE TEST CONTACTOR

Delaware Capital Formation, Inc.

WIPO

2001US21531

7/5/2001

2002004961

5/23/2002

SELF-RETAINED SPRING PROBE

Delaware Capital Formation, Inc.

United States

09/614422

7/12/2000

6462567

10/8/2002

Self-retained spring probe

Delaware Capital Formation, Inc.

United States

09/253320

2/18/1999

6396293

5/28/2002

SELF-CLOSING SPRING PROBE

Delaware Capital Formation, Inc.

United Kingdom

200021622.6

3/16/1999

2351398

7/25/2001

SPRING PROBE

Delaware Capital Formation, Inc.

United Kingdom

200021621.8

3/16/1999

2356744

3/13/2002

SPRING PROBE

Delaware Capital Formation, Inc.

United Kingdom

200021623.4

3/16/1999

2351399

7/25/2001

SPRING PROBE ASSEMBLIES

Delaware Capital Formation, Inc.

United Kingdom

9905858.8

3/16/1999

2347023

7/25/2001

SPRING PROBE

Delaware Capital Formation, Inc.

Taiwan

88105387

4/3/1999

177029

12/27/2003

Spring probe

Delaware Capital Formation, Inc.

Taiwan

90116956

8/22/2001

169399

4/29/2003

Self-retained spring probe

Delaware Capital Formation, Inc.

Japan

1999159442

6/7/1999

3210645

7/13/2001

Spring Probe

Delaware Capital Formation, Inc.

Italy

04078167.6

11/18/2004

1510827

8/15/2007

Self-Closing Spring Probe

Delaware Capital Formation, Inc.

Italy

99302847.1

4/13/1999

1037055

4/5/2006

Spring Probe

Delaware Capital Formation, Inc.

Ireland

04078167.6

11/18/2004

1510827

8/15/2007

Self-Closing Spring Probe

Delaware Capital Formation, Inc.

Hong Kong

2011105237.1

7/27/2001

1035030

11/15/2002

SPRING PROBE

Delaware Capital Formation, Inc.

Hong Kong

03107255.2

10/9/2003

HK1054984

4/29/2011

Self-Retained Spring Probe (Amended)

Delaware Capital Formation, Inc.

Hong Kong

1104426.5

6/27/2001

1033977

5/10/2002

SPRING PROBE ASSEMBLIES

Delaware Capital Formation, Inc.

Hong Kong

1104425.6

6/27/2001

1033976

3/22/2002

SPRING PROBE

Delaware Capital Formation, Inc.

Hong Kong

1101340.4

2/23/2001

1030455

3/22/2002

SPRING PROBE

Delaware Capital Formation, Inc.

Germany

69930717.1

4/13/1999

69930717.1

1/25/2007

Spring Probe

Delaware Capital Formation, Inc.

Germany

04078167.6

4/13/1999

1510827

8/15/2007

SPRING PROBE

Delaware Capital Formation, Inc.

France

99302847.1

4/13/1999

1037055

4/5/2006

Spring Probe

Delaware Capital Formation, Inc.

France

04078167.6

4/13/1999

1510827

8/15/2007

Spring Probe

Delaware Capital Formation, Inc.

European

1999302847

4/13/1999

1037055

4/5/2006

Spring probe

Delaware Capital Formation, Inc.

European

2004078167

4/13/1999

1510827

8/15/2007

Spring probe

Delaware Capital Formation, Inc.

European

2001950967

7/5/2001

1299735

1/12/2011

SELF-RETAINED SPRING PROBE

Delaware Capital Formation, Inc.

WIPO

2001US31500

10/10/2001

2003031995

4/17/2003

COAXIAL TILT PIN FIXTURE FOR TESTING HIGH FREQUENCY CIRCUIT BOARDS

Delaware Capital Formation, Inc.

United States

09/991199

11/16/2001

6788078

9/7/2004

Apparatus for scan testing printed circuit boards

Delaware Capital Formation, Inc.

Korea, South

2002-0071079

11/15/2002

0560089

3/6/2006

Apparatus for Scan Testing Printed Circuit Boards

Delaware Capital Formation, Inc.

Ireland

02025085

11/12/2002

1312930

5/21/2003

Apparatus for Scan Testing Printed Circuit Boards

Delaware Capital Formation, Inc.

European

2002025085.8

11/12/2002

1312930

1/17/2007

Apparatus for scan testing printed circuit boards

Delaware Capital Formation, Inc.

United States

10/454930

6/5/2003

7059046

6/13/2006

Method for producing a captive wired test fixture and fixture therefor

Delaware Capital Formation, Inc.

United States

11/373595

3/9/2006

7424775

9/16/2008

Captive wired test fixture

Delaware Capital Formation, Inc.

European

2003253864.7

6/18/2003

1376141

5/25/2011

Method for producing a captive wired test fixture and fixture therefor

Delaware Capital Formation, Inc.

United States

10/897182

7/22/2004

7071716

7/4/2006

Apparatus for scan testing printed circuit boards

Delaware Capital Formation, Inc.

WIPO

2006US22311

6/8/2006

2006135680

12/21/2006

Electrical Contact Probe with Compliant Internal Interconnect

Delaware Capital Formation, Inc.

United States

11/450231

6/8/2006

7256593

8/14/2007

Electrical contact probe with compliant internal interconnect

Delaware Capital Formation, Inc.

Singapore

200718278.5

6/8/2006

138004

12/31/2009

Electrical Contact Probe with Compliant Internal Interconnect

Delaware Capital Formation, Inc.

Philippines

2007502628

6/8/2006

12007502628

4/18/2011

Electrical Contact Probe with Compliant Internal Interconnect

Delaware Capital Formation, Inc.

Malaysia

PI20071950

11/9/2007

144789

11/15/2011

Electrical Contact Probe with Compliant Internal Interconnect

Delaware Capital Formation, Inc.

Korea, South

20087000738

6/8/2006

101012712

1/27/2011

Compliant Electrical Interconnect and Electrical Contact Probe

Delaware Capital Formation, Inc.

Japan

2008515918

6/8/2006

4585024

9/10/2010

Electrical Contact Probe with Compliant Internal Interconnect

Delaware Capital Formation, Inc.

China

200680020653

6/8/2006

101501509

8/5/2009

Electrical contact probe with compliant internal interconnect

Delaware Capital Formation, Inc.

Taiwan

88115508

9/8/1999

173745

2/21/2003

Scan test apparatus for continuity testing of bare printed circuit boards

Delaware Capital Formation, Inc.

WIPO

2008US76720

9/17/2008

2009039205

3/26/2009

SPRING CONTACT ASSEMBY

Delaware Capital Formation, Inc.

United States

12/206659

9/8/2008

7862391

1/4/2011

Spring contact assembly

Delaware Capital Formation, Inc.

Taiwan

97135610

9/17/2008

I375362

10/21/2012

Spring Contact Assembly

Delaware Capital Formation, Inc.

Singapore

201001575-8

9/17/2008

159827

7/31/2012

Spring Contact Assembly

Delaware Capital Formation, Inc.

Philippines

12010500312

9/17/2008

Spring Contact Assembly

Delaware Capital Formation, Inc.

Malaysia

PI2010001071

9/17/2008

Spring Contact Assembly

Delaware Capital Formation, Inc.

Korea, South

1020107004086

2/24/2010

00-0000000

5/4/2012

Spring Contact Assembly

Delaware Capital Formation, Inc.

Japan

2010525927

9/17/2008

4988927

5/11/2012

Spring Contact Assembly

Delaware Capital Formation, Inc.

European

2008831781.3

9/17/2008

2191544

6/2/2010

Spring Contact Assembly

Delaware Capital Formation, Inc.

China

200880102509

9/17/2008

200880102509

12/12/2012

Spring Contact Assembly

Delaware Capital Formation, Inc.

China

2012102396875

7/11/2012

102738627

10/17/2012

Spring Contact Assembly

Delaware Capital Formation, Inc.

WIPO

2008US076706

9/17/2008

2009039194

3/26/2009

SEMICONDUCTOR ELECTROMECHANICAL CONTACT

Delaware Capital Formation, Inc.

United States

12/204741

9/4/2008

7695286

4/13/2010

Semiconductor electromechanical contact

Delaware Capital Formation, Inc.

Taiwan

97135607

9/17/2008

200922053

5/16/2009

Semiconductor Electromechanical Contact

Delaware Capital Formation, Inc.

Malaysia

PI2010001070

9/17/2008

Semiconductor Electromechanical Contact

Delaware Capital Formation, Inc.

European

2008831540.3

9/17/2008

2206196

7/14/2010

Semiconductor Electromechanical Contact

Delaware Capital Formation, Inc.

China

200880107681

9/17/2008

101803116

8/11/2010

Semiconductor electromechanical contact

Delaware Capital Formation, Inc.

WIPO

2010US21252

1/15/2010

2010088077

8/5/2010

Flat Plunger Round Barrel Probe

Delaware Capital Formation, Inc.

United States

12/683346

1/6/2010

8105119

1/31/2012

Flat Plunger Round Barrel Test Probe

Delaware Capital Formation, Inc.

Taiwan

99102240

1/27/2010

201037319

10/16/2010

Flat plunger round barrel test probe (English)

Delaware Capital Formation, Inc.

Mexico

10/2011/007730

1/15/2010

310151

6/3/2013

Flat Plunger Round Barrel Test Probe

Delaware Capital Formation, Inc.

Korea, South

20117019121

1/15/2010

2011-0105401

9/26/2011

Flat Plunger Round Barrel Test Probe

Delaware Capital Formation, Inc.

European

2010736210.5

1/15/2010

2384443

11/9/2011

Flat Plunger Round Barrel Test Probe

Delaware Capital Formation, Inc.

China

201080005905.8

1/15/2010

Flat Plunger Round Barrel Test Probe

Delaware Capital Formation, Inc.

WIPO

2010US28727

3/25/2010

2010111532

9/30/2010

Scrub Inducing Compliant Electrical Contact

Delaware Capital Formation, Inc.

United States

12/629790

12/2/2009

8324919

12/4/2012

Scrub inducing compliant electrical contact (English)

Delaware Capital Formation, Inc.

Taiwan

99108338

3/22/2010

201043967

12/16/2010

Scrub inducing compliant electrical contact (English)

Delaware Capital Formation, Inc.

Korea, South

20117023661

10/7/2011

2011-0124367

11/16/2011

Scrub Inducing Compliant Electrical Contact

Delaware Capital Formation, Inc.

European

2010756871.9

3/25/2010

2411820

2/1/2012

Scrub Inducing Compliant Electrical Contact

Delaware Capital Formation, Inc.

China

201080019928.4

3/25/2010

102422170

4/18/2012

Scrub Inducing Compliant Electrical Contact

Delaware Capital Formation, Inc.

WIPO

2010US60868

12/16/2010

2011075599

6/23/2011

Wiring Board for Testing Loaded Printed Circuit Boards

Delaware Capital Formation, Inc.

United States

12/959765

12/3/2010

20110148451

6/23/2011

Wiring Board for Testing Loaded Printed Circuit Boards

Delaware Capital Formation, Inc.

Thailand

1201002875

12/16/2010

Wiring Board for Testing Loaded Printed Circuit Boards

Delaware Capital Formation, Inc.

Taiwan

99143251

12/10/2010

201135249

10/16/2011

Wiring board for testing loaded printed circuit board (English)

Delaware Capital Formation, Inc.

Malaysia

PI2012002698

12/16/2010

Wiring Board for Testing Loaded Printed Circuit Boards

Delaware Capital Formation, Inc.

European

2010838264.9

12/16/2010

2517031

10/31/2012

WIRING BOARD FOR TESTING LOADED PRINTED CIRCUIT BOARD (English)

Delaware Capital Formation, Inc.

China

201080057353.5

12/16/2010

102656468

9/5/2012

Wiring Board for Testing Loaded Printed Circuit Boards

Delaware Capital Formation, Inc.

United States

12/968023

12/14/2010

20110175636

7/21/2011

Terminal for Flat Test Probe

Delaware Capital Formation, Inc.

Taiwan

99145850

12/24/2010

201140069

11/16/2011

Terminal for flat test probe (English)

Delaware Capital Formation, Inc.

WIPO

2010US61376

12/20/2010

2011087764

7/21/2011

Loaded Printed Circuit Board Test Fixture and Method for Manufacturing the Same

Delaware Capital Formation, Inc.

United States

12/963322

12/8/2010

Loaded Printed Circuit Board Test Fixture and Method for Manufacturing the Same

Delaware Capital Formation, Inc.

Thailand

1201002876

12/20/2010

Loaded Printed Circuit Board Test Fixture and Method for Manufacturing the Same

Delaware Capital Formation, Inc.

Taiwan

99144733

12/20/2010

201135241

10/16/2011

Loaded printed circuit board test fixture and method for manufacturing the same (English)

Delaware Capital Formation, Inc.

Malaysia

PI2012002701

12/20/2010

Loaded Printed Circuit Board Test Fixture and Method for Manufacturing the Same

Delaware Capital Formation, Inc.

European

0000000000.9

12/20/2010

2517030

10/31/2012

Loaded Printed Circuit Board Test Fixture and Method for Manufacturing the Same

Delaware Capital Formation, Inc.

China

201080058667.7

12/20/2010

102725646

10/10/2012

Loaded Printed Circuit Board Test Fixture and Method for Manufacturing the Same

Delaware Capital Formation, Inc.

United States

12/912683

10/26/2010

8231416

7/31/2012

Spring contact assembly (English)

Delaware Capital Formation, Inc.

United States

13/618871

9/14/2012

2013-0069685-A1

3/21/2013

Integrated Circuit Test Socket having Test Probe Inserts

Delaware Capital Formation, Inc.

United States

13/546980

7/11/2012

2012-0282821-A1

11/8/2012

Spring Contact Assembly

Delaware Capital Formation, Inc.

United States/WIPO

PCT/US2013/031240

3/14/2013

to be published 10/13/2013

TEST PROBE ASSEMBLY AND RELATED METHODS

atg Luther & Maelzer GmbH

Germany

195 41 307.5-09

6/11/1995

Verfahren und Vorrichtung zum Prüfen einer elektrischen Leiteranordnung

granted

atg Luther & Xxxxxxx XxxX

Xxxxxxx

000 00 371.9-08

4/11/1996

0 772 054

METHOD AND APPARATUS FOR TESTING AN ELECTRICAL CONDUCTOR ASSEMBLY

national phase (EP)

atg test systems GmbH & Co. KG

Europe

96 117 642.7

4/11/1996

0 772 054

METHOD AND APPARATUS FOR TESTING AN ELECTRICAL CONDUCTOR ASSEMBLY

granted

atg test systems GmbH & Co. KG

France

96 117 642.7

4/11/1996

0 772 054

METHOD AND APPARATUS FOR TESTING AN ELECTRICAL CONDUCTOR ASSEMBLY

national phase (EP)

atg test systems GmbH & Co. KG

Great Britain

772054

4/11/1996

Electric Conductor Arrangement

national phase (EP)

atg test systems GmbH & Co. KG

Italy

96 117 642.7

4/11/1996

0 772 054

METHOD AND APPARATUS FOR TESTING AN ELECTRICAL CONDUCTOR ASSEMBLY

national phase (EP)

atg test systems GmbH & Co. KG

Japan

293833/1996

6/11/1996

183195

Method and Apparatus for Testing an Electrical Conductor Assembly

granted

DTG International GmbH

Germany

10 2010 023 187.8-35

9/6/2010

Vorrichtung und Verfahren zum Untersuchen von Leiterplatten

examination request filed

DTG International GmbH

Taiwan, R.O.C.

100119996

8/6/2011

Apparatus and method for the testing of circuit boards

filed

DTG International GmbH

Germany

DE 10 2011 051 607.7

6/7/2011

Adapter for a test device, and test device for the testing of crcuit boards

published

DTG International GmbH

Taiwan, R.O.C.

101122398

06/22/2012

Adapter for a test device, and test device for the testing of crcuit boards

filed

DTG International GmbH

WIPO/PCT

PCT/EP2012/063109

5/7/2012

Adapter for a test device, and test device for the testing of crcuit boards

published

DTG International GmbH

Germany

20 2012 103 517.0

09/14/2012

presently being searched

atg Luther & Maelzer GmbH

Germany

199 43 388.7 - 09

10/9/1999

199 43 388

Vorrichtung zum Prüfen von Leiterplatten

granted

atg test systems GmbH & Co. KG

Japan

2000-272879

8/9/2000

4 031 185

Vorrichtung zum Prüfen von Leiterplatten

granted

atg test systems GmbH

Taiwan, R.O.C.

89118547

8/9/2000

156593

Printed Circuit Board Tester

granted

atg test systems GmbH & Co. KG

U.S.A.

09/656,088

6/9/2000

US 6,445,173 B1

Printed Circuit Board Tester

granted

DTG International GmbH

Europe

00 118 531.3 - 1236 (1 083 434)

08/25/2000

Vorrichtung zum Prüfen von Leiterplatten

examination

atg test systems GmbH & Co. KG

Austria

aufgrund EP 01 974 129.7

7/8/2001

EP 1 315 975

Method and Device for Testing Printed Circuit Boards with a Parallel Tester

national phase (EP)

atg test systems GmbH & Co. KG

China

01814789.5

7/8/2001

ZL018147895

Method and Device for Testing Printed Circuit Boards with a Parallel Tester

granted

atg Luther & Xxxxxxx XxxX

Xxxxxxx

000 00 393.1-08

7/8/2001

EP 1 315 975

Method and Device for Testing Printed Circuit Boards with a Parallel Tester

national phase (EP)

atg test systems GmbH & Co. KG

Europe

01 974 129.7 - 2216

7/8/2001

1 315 975

Method and Device for Testing Printed Circuit Boards with a Parallel Tester

granted

atg test systems GmbH & Co. KG

Great Britain

aufgrund EP 01 974 129.7

7/8/2001

EP 1 315 975

Method and Device for Testing Printed Circuit Boards with a Parallel Tester

national phase (EP)

atg test systems GmbH & Co. KG

Hong Kong

03108483.4

7/8/2001

HK1056219

Method and Device for Testing Printed Circuit Boards with a Parallel Tester

granted

atg test systems GmbH & Co. KG

Italy

027613BE/2006 aufgrund 1 315 975 (EP 01 974 129.7)

7/8/2001

EP 1 315 975

Method and Device for Testing Printed Circuit Boards with a Parallel Tester

national phase (EP)

atg test systems GmbH & Co. KG

Japan

2002-526164

7/8/2001

3,928,129

Method and Device for Testing Printed Circuit Boards with a Parallel Tester

granted

atg test systems GmbH

Korea

00-0000-0000000

5/3/2003

509340

Method and Device for Testing Printed Circuit Boards with a Parallel Tester

granted

atg test systems GmbH & Co. KG

Singapore

200301056-8

7/8/2001

00000

Xxxxxx and Device for Testing Printed Circuit Boards with a Parallel Tester

granted

atg test systems GmbH & Co. KG

China

18160336

09/28/2001

ZL 01816033.6

Module for a Testing Device for Testing Printed Circuit Boards

granted

atg Luther & Xxxxxxx XxxX

Xxxxxxx

000 00 269.6-08

09/28/2001

1 322 967 B1

Modul für eine Prüfvorrichtung zum Testen von Leiterplatten

national phase (EP)

atg test systems GmbH & Co. KG

Europe

01 983 514.9 - 1216

09/28/2001

1 322 967

Modul für eine Prüfvorrichtung zum Testen von Leiterplatten

granted

atg test systems GmbH & Co. KG

Great Britain

01 983 514.9-2216

09/28/2001

1 322 967

Modul für eine Prüfvorrichtung zum Testen von Leiterplatten

national phase (EP)

atg test systems GmbH & Co. KG

Hong Kong

03109204.0

09/28/2001

HK1059646

Module for a Testing Device for Testing Printed Circuit Boards

granted

atg test systems GmbH & Co. KG

Italy

28767BE/2005 aufgrund 01 983 514.9-2216

09/28/2001

Modul für eine Prüfvorrichtung zum Testen von Leiterplatten

national phase (EP)

atg test systems GmbH & Co. KG

Japan

2002-534850

09/28/2001

3,924,724

Module for a Testing Device for Testing Printed Circuit Boards

granted

atg test systems GmbH

Korea

00-0000-0000000

09/28/2001

523300

Module for a Testing Device for Testing Printed Circuit Boards

granted

atg test systems GmbH & Co. KG

Singapore

200301797-7 aus PCT/EP01/11265

09/28/2001

95918

Module for a Testing Device for Testing Printed Circuit Boards

granted

atg test systems GmbH & Co. KG

Taiwan, R.O.C.

90124449

3/10/2001

I263059

Modul for a testing device for testing printed circuit boards

granted

atg Luther & Maelzer GmbH

Germany

101 60 119.0-35

7/12/2001

Prüfsonde für einen Fingertester

published

atg test systems GmbH & Co. KG

Austria

E 305 613 aufgrund EP 02 792 764.9 - 2216

11/14/2002

1 451 594

Prüfsonde für einen Fingertester und Fingertester

national phase (EP)

atg test systems GmbH & Co. KG

China

02822468. X aus PCT/EP02/12770

11/14/2002

ZL 02822468.X

Test Probe for a Finger Tester and Finger Tester

granted

atg Luther & Xxxxxxx XxxX

Xxxxxxx

000 00 420.9 -08

11/14/2002

1 451 594

Prüfsonde für einen Fingertester und Fingertester

national phase (EP)

atg test systems GmbH & Co. KG

Europe

02 792 764.9-2216 (PCT/EP02/12770)

11/14/2002

1 451 594

Prüfsonde für einen Fingertester

granted

atg test systems GmbH & Co. KG

France

02 792 764.9 - 2216

11/14/2002

1 451 594

Test probe for a finger tester and corresponding finger tester

national phase (EP)

atg test systems GmbH & Co. KG

Finland

FI/EP 1 451 594

11/14/2002

1 451 594

Test Probe for a Finger Tester and corresponding Finger Tester

national phase (EP)

atg test systems GmbH & Co. KG

Great Britain

02 792 764.9 - 2216

11/14/2002

1 451 594

Test probe for a finger tester and corresponding finger tester

national phase (EP)

atg test systems GmbH & Co. KG

Italy

034711BE/2005 aufgrund 02 792 764.9 - 2216

11/14/2002

1 451 594

Test probe for a finger tester and corresponding finger tester

national phase (EP)

atg test systems GmbH & Co. KG

Japan

2003-549931

11/14/2002

4073024

Test Probe for a Finger Tester and corresponding Finger Tester

granted

atg test systems GmbH & Co. KG

Korea

00-0000-0000000

11/14/2002

10-670115

Test Probe for a Finger Tester and Corresponding Finger Tester

granted

atg test systems GmbH & Co. KG

Taiwan, R.O.C.

91133428

11/14/2002

I275802

Test Probe for a Finger Tester and Finger Tester

granted

atg Luther & Maelzer GmbH

U.S.A.

12/248,166

3/7/2004

RE 43,739

Test Probe for a Finger Tester and Corresponding Finger Tester (Re-Issue)

examination

atg Luther & Xxxxxxx XxxX

Xxxxxxx

000 00 202.5-08

11/14/2002

Finger tester

national phase (EP)

atg test systems GmbH

Europe

1 542 023 (05 002 153.4 - 2213)

11/14/2002

1 542 023

Finger tester

granted

atg test systems GmbH

Finland

EP 1 542 023 (05 002 153.4)

11/14/2002

Finger tester

national phase (EP)

atg test systems GmbH

France

EP 1 542 023 (05 002 153.4)

11/14/2002

Finger tester

national phase (EP)

atg test systems GmbH

Great Britain

EP 1 542 023 (05 002 153.4)

11/14/2002

Finger tester

national phase (EP)

atg test systems GmbH

Italy

19068DE/2005 aufgrund EP 1 542 023 (05 002 153.4)

11/14/2002

Finger tester

national phase (EP)

atg test systems GmbH & Co. KG

Japan

2007-303001

11/14/2002

4780677

Test Probe for a Finger Tester and corresponding Finger Tester

granted

atg test systems GmbH & Co. KG

U.S.A.

11/121,802

4/5/2005

7,190,182

Test Probe for Finger Tester and Corresponding Finger Tester

granted

atg test systems GmbH & Co. KG

U.S.A.

11/466,663

08/23/2006

7,355,424

Test Probe for Finger Tester and Corresponding Finger Tester

granted

atg Luther & Xxxxxxx XxxX

Xxxxxxx

000 00 343.1-09

7/5/2002

102 20 343

Vorrichtung und Verfahren zum Prüfen von Leiterplatten, und Prüfsonde für diese Vorrichtung und dieses Verfahren

granted

atg test systems GmbH & Co. KG

China

03810114.9 aufgrund PCT/EP2003/04468

04/29/2003

ZL 03 8 10114.9

Apparatus and Method for the Testing of Circuit Boards, and Test Probe for this Apparatus and this Method

granted

atg Luther & Xxxxxxx XxxX

Xxxxxxx

000 00 905.6-08

04/29/2003

1 502 123

Apparatus and Method for the Testing of Circuit Boards, and Test Probe for this Apparatus and this Method

national phase (EP)

atg test systems GmbH

Europe

03 725 115.4 (1 502 123)

04/29/2003

1 502 123

Apparatus and Method for the Testing of Circuit Boards, and Test Probe for this Apparatus and this Method

granted

atg test systems GmbH

Finland

aufgrund EP 03 725 115.4 (1 502 123)

04/29/2003

1 502 123

Apparatus and Method for the Testing of Circuit Boards, and Test Probe for this Apparatus and this Method

national phase (EP)

atg test systems GmbH

France

aufgrund EP 03 725 115.4 (1 502 123)

04/29/2003

1 502 123

Device and Method for the Testing of Circuit Boards, and Test Probe for said Device and Method

national phase (EP)

atg test systems GmbH

Great Britain

aufgrund EP 03 725 115.4 (1 502 123)

04/29/2003

1 502 123

Apparatus and Method for the Testing of Circuit Boards, and Test Probe for this Apparatus and this Method

national phase (EP)

atg test systems GmbH

Italy

aufgrund EP 03 725 115.4 (1 502 123)

04/29/2003

1 502 123

Apparatus and Method for the Testing of Circuit Boards, and Test Probe for this Apparatus and this Method

national phase (EP)

atg test systems GmbH & Co. KG

Japan

2004-503977

04/29/2003

4245166

Device and Method for the Testing of Circuit Boards, and Test Probe for this Apparatus and this Method

granted

atg test systems GmbH & Co. KG

Korea

00-0000-0000000 - PCT/EP 03/04468

04/29/2003

747107

Apparatus and Method for the Testing of Circuit Boards, and Test Probe for this Apparatus and this Method

granted

atg test systems GmbH & Co. KG

Taiwan, R.O.C.

92112245

5/5/2003

I239405

Apparatus and Method for the Testing of Circuit Boards, and Test Probe for this Apparatus and this Method

granted

atg test systems GmbH & Co. KG

U.S.A.

10/981,079 aufgrund PCT/EP03/04468

04/29/2003

7,015,711

Apparatus and Method for the Testing of Circuit Boards, and Test Probe for this Apparatus and this Method

granted

atg test systems GmbH & Co. KG

China

200480007025.9 aus PCT/EP2004/002420

9/3/2004

ZL 2004 8 0007025.9

Method of testing empty printed circuit boards

granted

DTG International GmbH

Germany

50 2004 011 042.8-08

9/3/2004

Method for testing empty printed circuit boards

national phase (EP)

DTG International GmbH

Europe

04 739 062.0-2216 aufgrund PCT/EP2004/002420

9/3/2004

1 623 242

Method for testing empty printed circuit boards

granted

atg Luther & Maelzer GmbH

France

1 623 242 (04 739 062.0-2216)

9/3/2004

Method for testing empty printed circuit boards

national phase (EP)

DTG International GmbH

Great Britain

1 623 242 (04 739 062.0-2216)

9/3/2004

Method for testing empty printed circuit boards

national phase (EP)

DTG International GmbH

Italy

1 623 242 (04 739 062.0-2216)

9/3/2004

127037

Method for testing bare printed circuit boards

national phase (EP)

atg test systems GmbH & Co. KG

Japan

4,985,940

9/3/2004

4,985,940

Method of testing non-componented circuit boards

granted

atg test systems GmbH

Korea

00-0000-0000000 aufgrund PCT/EP2004/002420

9/3/2004

000000

Xxxxxx of testing non-componented circuit boards

granted

atg test systems GmbH & Co. KG

Taiwan, R.O.C.

93107836

03/23/2004

I245908

METHOD OF TESTING NON-COMPONENTED CIRCUIT BOARDS

granted

atg test systems GmbH & Co. KG

U.S.A.

11/225,334 aufgrund PCT/EP2004/002420

9/3/2004

7,250,782

Method for Testing Non-Componented Circuit Boards

granted

atg Luther & Maelzer GmbH

Germany

10 2005 028 191.5-09

06/17/2005

10 2005 028 191

Verfahren zum Testen von unbestückten, großflächigen Leiterplatten mit einem Fingertester

granted

DTG International GmbH

Austria

504846

05/31/2006

Verfahren zum Testen von unbestückten, großflächigen Leiterplatten mit einem Fingertester

national phase (EP)

DTG International GmbH

Switzerland

1 920 263 (06 754 013.8-2216)

05/31/2006

Verfahren zum Testen von unbestückten, großflächigen Leiterplatten mit einem Fingertester

national phase (EP)

atg Luther & Maelzer GmbH

China

200680021697.4

05/31/2006

Method of Testing Non-Componented Large Printed Circuit Boards Using a Finger Tester

examination

DTG International GmbH

Germany

50 2006 009 268.9-08

05/31/2006

Verfahren zum Testen von unbestückten, großflächigen Leiterplatten mit einem Fingertester

national phase (EP)

DTG International GmbH

Europe

06 754 013.8-2216

05/31/2006

1 920 263

Verfahren zum Testen von unbestückten, großflächigen Leiterplatten mit einem Fingertester

granted

DTG International GmbH

Great Britain

06 754 013.8-2216

05/31/2006

1 920 263

Verfahren zum Testen von unbestückten, großflächigen Leiterplatten mit einem Fingertester

national phase (EP)

DTG International GmbH

Italy

25607BE/2011

05/31/2006

Verfahren zum Testen von unbestückten, großflächigen Leiterplatten mit einem Fingertester

national phase (EP)

atg Luther & Maelzer GmbH

Japan

2008-516165

05/31/2006

4987862

Method of testing non-componented large printed circuit boards using a finger tester

granted

atg Luther & Maelzer GmbH

Korea

10 -2008-7001152

05/31/2006

00-0000000

Method of testing unloaded, large-area printed circuit boards with a finger tester

granted

DTG International GmbH

Niederlande

06 754 013.8-2216

05/31/2006

1 920 263

Verfahren zum Testen von unbestückten, großflächigen Leiterplatten mit einem Fingertester

national phase (EP)

atg test systems GmbH & Co. KG

Taiwan, R.O.C.

95116995

12/5/2006

I316139

Method for Testing Non-Componented Large Printed Circuit Boards Using a Finger Tester

granted

atg Luther & Maelzer GmbH

Germany

10 2006 005 800.3-09

8/2/2006

10 2006 005 800

Verfahren und Vorrichtung zum Testen von unbestückten Leiterplatten

granted

DTG International GmbH

Austria

07703071.6-2216

01/26/2007

Verfahren und Vorrichtung zum Testen von unbestückten Leiterplatten

national phase (EP)

DTG International GmbH

Switzerland

07703071.6-2216

01/26/2007

Verfahren und Vorrichtung zum Testen von unbestückten Leiterplatten

national phase (EP)

atg Luther & Maelzer GmbH

China

200780001486.9

01/26/2007

ZL 2007 8 0001486.9

Method and device for the testing of non-componented circuit boards

granted

DTG International GmbH

Germany

00 0000 000 000.0

01/26/2007

Verfahren und Vorrichtung zum Testen von unbestückten Leiterplatten

national phase (EP)

DTG International GmbH

Europe

1 982 203 (07703071.6-2216)

01/26/2007

1 982 203

Verfahren und Vorrichtung zum Testen von unbestückten Leiterplatten

granted

DTG International GmbH

Italy

31895BE/2011

01/26/2007

Verfahren und Vorrichtung zum Testen von unbestückten Leiterplatten

national phase (EP)

atg Luther & Maelzer GmbH

Korea

00-0000-0000000

01/26/2007

00-0000000

Method and device for the testing of non-componented circuit boards

granted

atg test systems GmbH

Taiwan, R.O.C.

96103078

01/26/2007

Method and Device for the Testing of Non-Componented Circuit Boards

examination

atg Luther & Maelzer GmbH

U.S.A.

12/097,819

01/26/2007

7,821,278

Method and device for the testing of non-componented circuit boards

examination

atg Luther & Maelzer GmbH

Japan

2008-551730

01/26/2007

Method and device for the testing of non-componented circuit boards

examination request filed

atg Luther & Maelzer GmbH

Germany

10 2006 006 255.8-35

10/2/2006

Fingertester zum Prüfen von unbestückten Leiterplatten und Verfahren zum Prüfen unbestückter Leiterplatten mit einem Fingertester

published

atg Luther & Maelzer GmbH

Austria

1 982 197 (06818561.0-1524)

11/15/2006

Finger Tester for the Testing of Non-Componented Printed Circuit Boards and Method of Testing Non-Componented printed Circuit Boards with a Finger Tester

national phase (EP)

DTG International GmbH

Switzerland

1 982 197 (06818561.0-1524)

11/15/2006

Finger Tester for the Testing of Non-Componented Printed Circuit Boards and Method of Testing Non-Componented printed Circuit Boards with a Finger Tester

national phase (EP)

atg Luther & Maelzer GmbH

China

200680045368.3

11/15/2006

Finger Tester for the Testing of Non-Componented Printed Circuit Boards and Method of Testing Non-Componented printed Circuit Boards with a Finger Tester

examination request filed

DTG International GmbH

Germany

1 982 197 (06818561.0-1524)

11/15/2006

Finger Tester for the Testing of Non-Componented Printed Circuit Boards and Method of Testing Non-Componented printed Circuit Boards with a Finger Tester

national phase (EP)

DTG International GmbH

Europe

06 818 561.0-1524

11/15/2006

1982197

Finger Tester for the Testing of Non-Componented Printed Circuit Boards and Method of Testing Non-Componented printed Circuit Boards with a Finger Tester

granted

atg Luther & Maelzer GmbH

France

1 982 197 (06818561.0-1524)

11/15/2006

Finger Tester for the Testing of Non-Componented Printed Circuit Boards and Method of Testing Non-Componented printed Circuit Boards with a Finger Tester

national phase (EP)

atg Luther & Maelzer GmbH

Hong Kong

09110535.2

11/15/2006

Finger Tester for the Testing of Non-Componented Printed Circuit Boards and Method of Testing Non-Componented printed Circuit Boards with a Finger Tester

published

DTG International GmbH

Italy

1 982 197 (06818561.0-1524)

11/15/2006

Finger Tester for the Testing of Non-Componented Printed Circuit Boards and Method of Testing Non-Componented printed Circuit Boards with a Finger Tester

national phase (EP)

atg Luther & Maelzer GmbH

Japan

2008-551658

11/15/2006

Finger Tester for the Testing of Non-Componented Printed Circuit Boards and Method of Testing Non-Componented printed Circuit Boards with a Finger Tester

examination request filed

atg Luther & Maelzer GmbH

Korea

00-0000-0000000

11/15/2006

00-0000000

Finger Tester for the Testing of Non-Componented Printed Circuit Boards and Method of Testing Non-Componented printed Circuit Boards with a Finger Tester

granted

atg test systems GmbH

Taiwan, R.O.C.

95149348

12/27/2006

I356168

Finger Tester for the Testing of Non-Componented Printed Circuit Boards and Method of Testing Non-Componented Printed Circuit Boards with a Finger Tester

granted

atg Luther & Maelzer GmbH

U.S.A.

12/097,824

11/15/2006

7,859,281

Finger Tester for the Testing of Non-Componented Printed Circuit Boards and Method of Testing Non-Componented printed Circuit Boards with a Finger Tester

granted

DTG International GmbH

Austria

08804890.5-2216

09/29/2008

Full Raster Cartridge for a Parallel Tester for Testing an Unpopulated Printed Circuit Board, Spring Contact Pin for such a Full Raster Cartridge and Adapter for Testing an Unpopulated Printed Circuit Board

national phase (EP)

DTG International GmbH

Switzerland

08804890.5-2216

09/29/2008

national phase (EP)

atg Luther & Maelzer GmbH

China

200880110211.3

09/29/2008

examination

DTG International GmbH

Germany

50 2008 007 616.6

09/29/2008

national phase (EP)

DTG International GmbH

Europe

08804890.5-2216

09/29/2008

2210115

granted

DTG International GmbH

Great Britain

08804890.5-2216

09/29/2008

national phase (EP)

atg Luther & Maelzer GmbH

Hong Kong

11102307.1

8/3/2011

filed

DTG International GmbH

Italy

28186BE/2012

09/29/2008

national phase (EP)

atg Luther & Maelzer GmbH

Korea

00-0000-0000000

09/29/2008

examination

atg Luther & Maelzer GmbH

Taiwan, R.O.C.

97137771

1/10/2008

Full grid cassette for a parallel tester for testing a non-componented printed circuit board, spring contact pin for such a full grid cassette and adapter for a parallel tester for testing a non-componented printed circuit board

published

atg Luther & Maelzer GmbH

U.S.A.

12/681,295

09/29/2008

published

atg Luther & Maelzer GmbH

Germany

10 2008 006 130.1-35

01/25/2008

Modul für einen Paralleltester zum Prüfen von Leiterplatten

examination

DTG International GmbH

Austria

09704390.5-2216

01/19/2009

Modul für einen Paralleltester zum Prüfen von Leiterplatten

national phase (EP)

DTG International GmbH

Switzerland

09704390.5-2216

01/19/2009

Modul für einen Paralleltester zum Prüfen von Leiterplatten

national phase (EP)

DTG International GmbH

China

200980102922.0

01/19/2009

Module for a parallel tester for testing of circuit boards

examination request filed

DTG International GmbH

Germany

50 2009 004 001.6

01/19/2009

Modul für einen Paralleltester zum Prüfen von Leiterplatten

national phase (EP)

DTG International GmbH

Europe

09704390.5-2216

01/19/2009

2238461

Modul für einen Paralleltester zum Prüfen von Leiterplatten

granted

DTG International GmbH

Great Britain

09704390.5-2216

01/19/2009

Modul für einen Paralleltester zum Prüfen von Leiterplatten

national phase (EP)

DTG International GmbH

Hong Kong

11106078.9

01/19/2009

Module for a parallel tester for testing of circuit boards

filed

atg Luther & Maelzer GmbH

India

1504/MUMNP/2010

01/19/2009

Module for a parallel tester for testing of circuit boards

examination request filed

DTG International GmbH

Italy

09704390.5-2216

01/19/2009

Modul für einen Paralleltester zum Prüfen von Leiterplatten

national phase (EP)

DTG International GmbH

Japan

2010-543471

01/19/2009

Module for a parallel tester for testing of circuit boards

examination request filed

DTG International GmbH

Korea

00-0000-0000000

01/19/2009

00-0000000

Module for a parallel tester for testing of circuit boards

examination request filed

DTG International GmbH

Singapore

201005017-7

01/19/2009

163116

Module for a parallel tester for testing of circuit boards

granted

atg Luther & Maelzer GmbH

Taiwan, R.O.C.

98102317

01/21/2009

Module for a parallel tester for the testing of circuit boards

filed

DTG International GmbH

U.S.A.

12/863,739

01/19/2009

Module for a parallel tester for testing of circuit boards

granted

DTG International GmbH

Austria

A 1620/2008

10/15/2008

507,468

Ermittlung von Eigenschaften einer elektrischen Vorrichtung

granted

DTG International GmbH

China

200980141259.5

10/14/2009

Determination of Properties of an Electrical Device

examination request filed

DTG International GmbH

Europe

09751834.4-2216

10/14/2009

Determination of Properties of an Electrical Device

examination

DTG International GmbH

Japan

2011-531477

10/14/2009

Determination of Properties of an Electrical Device

examination

DTG International GmbH

Korea

00-0000-0000000

10/14/2009

Determination of Properties of an Electrical Device

filed

DTG International GmbH

Taiwan, R.O.C.

98134657

10/13/2009

Determination of Properties of an Electrical Device

examination

DTG International GmbH

U.S.A.

13/124,454

10/14/2009

Determination of Properties of an Electrical Device

published

atg Luther & Maelzer GmbH

Germany

10 2009 004 555.4-35

01/14/2009

Verfahren zum Prüfen von Leiterplatten

examination

DTG International GmbH

Brasil

PI1007227-6

01/13/2010

Method for the Testing of Circuit Boards

filed

DTG International GmbH

China

201080004643.3

01/14/2009

Method for the Testing of Circuit Boards

examination request filed

DTG International GmbH

Europe

10700178.6-2216

01/13/2010

Method for the Testing of Circuit Boards

examination

DTG International GmbH

Hong Kong

11111504.3

01/13/2010

Method for Testing Printed Circuit Boards

filed

DTG International GmbH

Japan

2011-545728

01/13/2010

Method for the Testing of Circuit Boards

filed

DTG International GmbH

Korea

00-0000-0000000

01/13/2010

Method for the Testing of Circuit Boards

filed

DTG International GmbH

Singapore

201105072-1

01/13/2010

Method for the Testing of Circuit Boards

filed

DTG International GmbH

Taiwan, R.O.C.

99100968

01/14/2010

Method for the Testing of Circuit Boards

examination request filed

DTG International GmbH

U.S.A.

13/143,697

01/13/2010

Method for the Testing of Circuit Boards

published

atg Luther & Maelzer GmbH

Germany

10 2009 016 181.3-35

3/4/2009

Kontaktierungseinheit für eine Testvorrichtung zum Testen von Leiterplatten

examination request filed

DTG International GmbH

Brasil

PI1014042-5

1/4/2010

Contact-Connection Unit for a Test Apparatus for Testing Printed Circuit Boards

filed

DTG International GmbH

China

201080015767.1

1/4/2010

Contact-Connection Unit for a Test Apparatus for Testing Printed Circuit Boards

examination request filed

DTG International GmbH

Europe

10716503-7-2216

1/4/2010

Contact-Connection Unit for a Test Apparatus for Testing Printed Circuit Boards

examination

DTG International GmbH

Hong Kong

12103986.6

1/4/2010

Contact-Connection Unit for a Test Apparatus for Testing Printed Circuit Boards

filed

DTG International GmbH

Japan

2012-502691

1/4/2010

Contact-Connection Unit for a Test Apparatus for Testing Printed Circuit Boards

filed

DTG International GmbH

Korea

00-0000-00000

1/4/2010

Contact-Connection Unit for a Test Apparatus for Testing Printed Circuit Boards

filed

DTG International GmbH

Taiwan, R.O.C.

99110193

1/4/2010

Contacting Unit for a Test Apparatus for Testing Printed Circuit Boards

examination request filed

DTG International GmbH

U.S.A.

13/262,625

1/4/2010

Contact-Connection Unit for a Test Apparatus for Testing Printed Circuit Boards

published

Multitest elektronische Systeme GmbH

Germany

DE102013203536

3/1/2013

Vorrichtung zum Prüfen von elektronischen Bauteilen

filed, in examination

Multitest elektronische Systeme GmbH

Europe

EP13155976

2/20/2013

Apparatus and method for testing electronic devices

filed, in examination

Multitest elektronische Systeme GmbH

US13/772,178

2/20/2013

Apparatus and method for testing electronic devices

filed, in examination

Multitest elektronische Systeme GmbH

Europe

EP13157620

3/4/2013

Verfahren und Vorrichtung zum Prüfen von elektronischen Bauteilen

filed, in examination

Multitest elektronische Systeme GmbH

Europe

EP12189810

10/24/2012

Kontaktfeder für einen Prüfsockel für die Hochstrom-Prüfung eines elektronischen Bauteils

filed, in examination

Multitest elektronische Systeme GmbH

Europe

EP12171824

6/18/2012

Vorrichtung zum Prüfen von elektronischen Bauteileelementen

filed, in examination

Multitest elektronische Systeme GmbH

China

CN201310197184.0

5/24/2013

Device for testing electronic component devices

filed, in examination

Multitest elektronische Systeme GmbH

Japan

JP2013-106676

5/21/2013

Device for testing electronic component devices

filed, in examination

Multitest elektronische Systeme GmbH

Korea, South

KR10-2013-0063595

6/3/2013

Device for testing electronic component devices

filed, in examination

Multitest elektronische Systeme GmbH

Malaysia

PI2013003055

6/18/2013

Device for testing electronic component devices

filed, in examination

Multitest elektronische Systeme GmbH

Philippines

PH1-2013-000170

6/13/2013

Device for testing electronic component devices

filed, in examination

Multitest elektronische Systeme GmbH

Singapore

still waiting for notification

6/13/2013

Device for testing electronic component devices

filed, in examination

Multitest elektronische Systeme GmbH

Taiwan

TW102120994

6/14/2013

Device for testing electronic component devices

filed, in examination

Multitest elektronische Systeme GmbH

US13/917,482

6/13/2013

Device for testing electronic component devices

filed, in examination

Multitest elektronische Systeme GmbH

Europe

EP12171997

6/14/2012

Vorrichtung und Verfahren zum Prüfen von elektronischen Bauteilelementen auf einem Xxxxxx oder einem Substrat

filed, in examination

Multitest elektronische Systeme GmbH

China

CN201310196875.9

5/24/2013

Device and method for testing electronic component devices on a carrier or a substrate

filed, in examination

Multitest elektronische Systeme GmbH

Japan

JP2013-108480

5/23/2013

Device and method for testing electronic component devices on a carrier or a substrate

filed, in examination

Multitest elektronische Systeme GmbH

Korea, South

KR10-2013-0064948

6/5/2013

Device and method for testing electronic component devices on a carrier or a substrate

filed, in examination

Multitest elektronische Systeme GmbH

Malaysia

PI2013002058

6/5/2013

Device and method for testing electronic component devices on a carrier or a substrate

filed, in examination

Multitest elektronische Systeme GmbH

Philippines

PH1-2013-000165

6/10/2013

Device and method for testing electronic component devices on a carrier or a substrate

filed, in examination

Multitest elektronische Systeme GmbH

Singapore

SG201304466-4

6/10/2013

Device and method for testing electronic component devices on a carrier or a substrate

filed, in examination

Multitest elektronische Systeme GmbH

Thailand

TH1301002936

5/31/2013

Device and method for testing electronic component devices on a carrier or a substrate

filed, in examination

Multitest elektronische Systeme GmbH

Taiwan

TW102119679

6/4/2013

Device and method for testing electronic component devices on a carrier or a substrate

filed, in examination

Multitest elektronische Systeme GmbH

US13/914,590

6/10/2013

Device and method for testing electronic component devices on a carrier or a substrate

filed, in examination

Multitest elektronische Systeme GmbH

Europe

EP12171824

6/13/2012

Vorrichtung und Verfahren zum Entnehmen von geprüften Halbleiterelementen

filed, in examination

Multitest elektronische Systeme GmbH

China

CN201310197163.9

5/24/2013

Device and method for removing tested semiconductor components

filed, in examination

Multitest elektronische Systeme GmbH

Japan

JP2013-107834

5/22/2013

Device and method for removing tested semiconductor components

filed, in examination

Multitest elektronische Systeme GmbH

Korea, South

KR10-2013-0063051

5/31/2013

Device and method for removing tested semiconductor components

filed, in examination

Multitest elektronische Systeme GmbH

Malaysia

PI2013002059

6/5/2013

Device and method for removing tested semiconductor components

filed, in examination

Multitest elektronische Systeme GmbH

Philippines

PH1-2013-000166

6/10/2013

Device and method for removing tested semiconductor components

filed, in examination

Multitest elektronische Systeme GmbH

Singapore

SG201304468-0

6/10/2013

Device and method for removing tested semiconductor components

filed, in examination

Multitest elektronische Systeme GmbH

Thailand

TH1301002937

5/31/2013

Device and method for removing tested semiconductor components

filed, in examination

Multitest elektronische Systeme GmbH

Taiwan

TW102120020

6/6/2013

Device and method for removing tested semiconductor components

filed, in examination

Multitest elektronische Systeme GmbH

US13/914,603

6/10/2013

Device and method for removing tested semiconductor components

filed, in examination

Multitest elektronische Systeme GmbH

Europe

EP12170883

6/5/2012

Test device, test system, method and carrier for testing electonic components under variable pressure conditions

filed, in examination

Multitest elektronische Systeme GmbH

China

CN201310197078.2

5/24/2013

Test device, test system, method and carrier for testing electonic components under variable pressure conditions

filed, in examination

Multitest elektronische Systeme GmbH

Japan

JP2013-107625

5/22/2013

Test device, test system, method and carrier for testing electonic components under variable pressure conditions

filed, in examination

Multitest elektronische Systeme GmbH

Korea, South

KR10-2013-0059103

5/24/2013

Test device, test system, method and carrier for testing electonic components under variable pressure conditions

filed, in examination

Multitest elektronische Systeme GmbH

Malaysia

PI2013001820

5/17/2013

Test device, test system, method and carrier for testing electonic components under variable pressure conditions

filed, in examination

Multitest elektronische Systeme GmbH

Philippines

PH1-2013-000137

5/23/2013

Test device, test system, method and carrier for testing electonic components under variable pressure conditions

filed, in examination

Multitest elektronische Systeme GmbH

Singapore

SG201303804-7

5/16/2013

Test device, test system, method and carrier for testing electonic components under variable pressure conditions

filed, in examination

Multitest elektronische Systeme GmbH

Thailand

TH1301002810

5/28/2013

Test device, test system, method and carrier for testing electonic components under variable pressure conditions

filed, in examination

Multitest elektronische Systeme GmbH

Taiwan

TW102119243

5/31/2013

Test device, test system, method and carrier for testing electonic components under variable pressure conditions

filed, in examination

Multitest elektronische Systeme GmbH

US13/905,010

5/29/2013

Test device, test system, method and carrier for testing electonic components under variable pressure conditions

filed, in examination

Multitest elektronische Systeme GmbH

US12/859,059

8/18/2010

System for post-processing of electronic components

decision to grant patent

Multitest elektronische Systeme GmbH

Malaysia

PI2010003595

7/29/2010

System for post-processing of electronic components

filed, in examination

Multitest elektronische Systeme GmbH

Japan

JP2010181849

8/16/2010

System for post-processing of electronic components

filed, in examination

Multitest elektronische Systeme GmbH

Korea, South

KR1020100080033

8/18/2010

KR101156743

7/3/2012

System for post-processing of electronic components

patented

Multitest elektronische Systeme GmbH

Philippines

PH12010000243

8/12/2010

System for post-processing of electronic components

filed, in examination

Multitest elektronische Systeme GmbH

China

CN201010257518

8/17/2010

CN101996913

5/8/2013

System for post-processing of electronic components

patented

Multitest elektronische Systeme GmbH

Europe

EP10171344

7/29/2010

EP2302399

10/10/2012

System for post-processing of electronic components

patented

Multitest elektronische Systeme GmbH

Germany (EP)

EP10171344

7/29/2010

602010003131

10/10/2012

System for post-processing of electronic components

validated (EP-patent EP2302399)

Multitest elektronische Systeme GmbH

Malta (EP)

EP10171344

7/29/2010

EP00908/2302399

10/10/2012

System for post-processing of electronic components

validated (EP-patent EP2302399)

Multitest elektronische Systeme GmbH

Italy (EP)

EP10171344

7/29/2010

31063BE/2012

10/10/2012

System for post-processing of electronic components

validated (EP-patent EP2302399)

Multitest elektronische Systeme GmbH

France (EP)

EP10171344

7/29/2010

2302399

10/10/2012

System for post-processing of electronic components

validated (EP-patent EP2302399)

Multitest elektronische Systeme GmbH

Austria (EP)

EP10171344

7/29/2010

579188

10/10/2012

System for post-processing of electronic components

validated (EP-patent EP2302399)

Multitest elektronische Systeme GmbH

Netherlands (EP)

EP10171344

7/29/2010

2302399

10/10/2012

System for post-processing of electronic components

validated (EP-patent EP2302399)

Multitest elektronische Systeme GmbH

UK (EP)

EP10171344

7/29/2010

2302399

10/10/2012

System for post-processing of electronic components

validated (EP-patent EP2302399)

Multitest elektronische Systeme GmbH

Finland (EP)

EP10171344

7/29/2010

2302399

10/10/2012

System for post-processing of electronic components

validated (EP-patent EP2302399)

Multitest elektronische Systeme GmbH

US859106

8/18/2010

US8230587

7/31/2012

Carrier for aligning electronic components with slidably arranged plates

patented

Multitest elektronische Systeme GmbH

Malaysia

PI2010003561

10/28/2010

Carrier for aligning electronic components with slidably arranged plates

filed, in examination

Multitest elektronische Systeme GmbH

Japan

JP2010181848

8/16/2010

JP5148666

12/7/2012

Carrier for aligning electronic components with slidably arranged plates

patented

Multitest elektronische Systeme GmbH

Korea, South

KR1020100080031

8/18/2010

KR101191988

10/10/2012

Carrier for aligning electronic components with slidably arranged plates

patented

Multitest elektronische Systeme GmbH

Philippines

PH12010000245

8/12/2010

Carrier for aligning electronic components with slidably arranged plates

filed, in examination

Multitest elektronische Systeme GmbH

China

CN201010257176

8/17/2010

Carrier for aligning electronic components with slidably arranged plates

filed, in examination

Multitest elektronische Systeme GmbH

Europe

EP10171337

7/29/2010

EP2290375

10/3/2012

Carrier for aligning electronic components with slidably arranged plates

patented

Multitest elektronische Systeme GmbH

Germany (EP)

EP10171337

7/29/2010

60201000003041

10/3/2012

Carrier for aligning electronic components with slidably arranged plates

validated (EP-patent EP2290375)

Multitest elektronische Systeme GmbH

Malta (EP)

EP10171337

7/29/2010

EP00904/2290375

10/3/2012

Carrier for aligning electronic components with slidably arranged plates

validated (EP-patent EP2290375)

Multitest elektronische Systeme GmbH

Italy (EP)

EP10171337

7/29/2010

32168BE/2012

10/3/2012

Carrier for aligning electronic components with slidably arranged plates

validated (EP-patent EP2290375)

Multitest elektronische Systeme GmbH

France (EP)

EP10171337

7/29/2010

2290375

10/3/2012

Carrier for aligning electronic components with slidably arranged plates

validated (EP-patent EP2290375)

Multitest elektronische Systeme GmbH

US858400

8/17/2010

Two abutting sections of an align fixture together floatingly engaging an electronic component

filed, in examination

Multitest elektronische Systeme GmbH

Malaysia

PI2010003562

7/28/2010

Two abutting sections of an align fixture together floatingly engaging an electronic component

filed, in examination

Multitest elektronische Systeme GmbH

Japan

JP2010181847

8/16/2010

Two abutting sections of an align fixture together floatingly engaging an electronic component

filed, in examination

Multitest elektronische Systeme GmbH

Korea, South

KR1020100080030

8/18/2010

KR101156725

6/14/2012

Two abutting sections of an align fixture together floatingly engaging an electronic component

patented

Multitest elektronische Systeme GmbH

Philippines

PH12010000242

8/12/2010

Two abutting sections of an align fixture together floatingly engaging an electronic component

filed, in examination

Multitest elektronische Systeme GmbH

China

CN201010257638

8/17/2010

Two abutting sections of an align fixture together floatingly engaging an electronic component

filed, in examination

Multitest elektronische Systeme GmbH

Europe

EP10171341

7/29/2010

XX0000000

10/10/2012

Two abutting sections of an align fixture together floatingly engaging an electronic component

patented

Multitest elektronische Systeme GmbH

Germany (EP)

EP10171341

7/29/2010

602010003129

10/10/2012

Two abutting sections of an align fixture together floatingly engaging an electronic component

validated (EP-patent XX0000000)

Multitest elektronische Systeme GmbH

Malta (EP)

EP10171341

7/29/2010

EP00906/2290377

10/10/2012

Two abutting sections of an align fixture together floatingly engaging an electronic component

validated (EP-patent XX0000000)

Multitest elektronische Systeme GmbH

Italy (EP)

EP10171341

7/29/2010

30971BE/2012

10/10/2012

Two abutting sections of an align fixture together floatingly engaging an electronic component

validated (EP-patent XX0000000)

Multitest elektronische Systeme GmbH

France (EP)

EP10171341

7/29/2010

2290377

10/10/2012

Two abutting sections of an align fixture together floatingly engaging an electronic component

validated (EP-patent XX0000000)

Multitest elektronische Systeme GmbH

US858406

8/17/2010

An elastic unit as a separate elastic member to be mounted at an elastic unit receiving section of an align fixture

decision to grant patent

Multitest elektronische Systeme GmbH

Malaysia

PI2010003563

7/28/2010

An elastic unit as a separate elastic member to be mounted at an elastic unit receiving section of an align fixture

filed, in examination

Multitest elektronische Systeme GmbH

Japan

JP2010181846

8/16/2010

JP4910112

1/27/2012

An elastic unit as a separate elastic member to be mounted at an elastic unit receiving section of an align fixture

patented

Multitest elektronische Systeme GmbH

Korea, South

KR1020100080029

8/18/2010

KR101156717

6/14/2012

An elastic unit as a separate elastic member to be mounted at an elastic unit receiving section of an align fixture

patented

Multitest elektronische Systeme GmbH

Philippines

PH12010000247

8/12/2010

An elastic unit as a separate elastic member to be mounted at an elastic unit receiving section of an align fixture

filed, in examination

Multitest elektronische Systeme GmbH

China

CN201010257640

8/17/2010

An elastic unit as a separate elastic member to be mounted at an elastic unit receiving section of an align fixture

filed, in examination

Multitest elektronische Systeme GmbH

Europe

EP10171343

7/29/2010

EP2290378

10/10/2012

An elastic unit as a separate elastic member to be mounted at an elastic unit receiving section of an align fixture

patented

Multitest elektronische Systeme GmbH

Germany (EP)

EP10171343

7/29/2010

602010003130

10/10/2012

An elastic unit as a separate elastic member to be mounted at an elastic unit receiving section of an align fixture

validated (EP-patent EP2290378)

Multitest elektronische Systeme GmbH

Malta (EP)

EP10171343

7/29/2010

EP00907/2290378

10/10/2012

An elastic unit as a separate elastic member to be mounted at an elastic unit receiving section of an align fixture

validated (EP-patent EP2290378)

Multitest elektronische Systeme GmbH

Italy (EP)

EP10171343

7/29/2010

31061BE/2012

10/10/2012

An elastic unit as a separate elastic member to be mounted at an elastic unit receiving section of an align fixture

validated

(EP-patent EP2290378)

Multitest elektronische Systeme GmbH

France (EP)

EP10171343

7/29/2010

2290378

10/10/2012

An elastic unit as a separate elastic member to be mounted at an elastic unit receiving section of an align fixture

validated

(EP-patent EP2290378)

Multitest elektronische Systeme GmbH

US856383

8/17/2010

An elastic unit for clamping an electronic component and extending below an electronic component receiving volume of an align fixture

filed, in examination

Multitest elektronische Systeme GmbH

Malaysia

PI2010003564

7/28/2010

An elastic unit for clamping an electronic component and extending below an electronic component receiving volume of an align fixture

filed, in examination

Multitest elektronische Systeme GmbH

Japan

JP2010181845

8/16/2010

An elastic unit for clamping an electronic component and extending below an electronic component receiving volume of an align fixture

filed, in examination

Multitest elektronische Systeme GmbH

Korea, South

KR1020100080028

8/18/2010

KR101194423

10/18/2012

An elastic unit for clamping an electronic component and extending below an electronic component receiving volume of an align fixture

patented

Multitest elektronische Systeme GmbH

Philippines

PH12010000244

8/12/2010

An elastic unit for clamping an electronic component and extending below an electronic component receiving volume of an align fixture

filed, in examination

Multitest elektronische Systeme GmbH

China

CN201010257544

8/17/2010

An elastic unit for clamping an electronic component and extending below an electronic component receiving volume of an align fixture

filed, in examination

Multitest elektronische Systeme GmbH

Europe

EP10171340

7/29/2010

EP2290376

10/3/2012

An elastic unit for clamping an electronic component and extending below an electronic component receiving volume of an align fixture

patented

Multitest elektronische Systeme GmbH

Germany (EP)

EP10171340

7/29/2010

602010003042

10/3/2012

An elastic unit for clamping an electronic component and extending below an electronic component receiving volume of an align fixture

validated (EP-patent EP2290376)

Multitest elektronische Systeme GmbH

Malta (EP)

EP10171340

7/29/2010

EP00905/2290376

10/3/2012

An elastic unit for clamping an electronic component and extending below an electronic component receiving volume of an align fixture

validated (EP-patent EP2290376)

Multitest elektronische Systeme GmbH

Italy (EP)

EP10171340

7/29/2010

31062BE/2012

10/3/2012

An elastic unit for clamping an electronic component and extending below an electronic component receiving volume of an align fixture

validated (EP-patent EP2290376)

Multitest elektronische Systeme GmbH

France (EP)

EP10171340

7/29/2010

2290376

10/3/2012

An elastic unit for clamping an electronic component and extending below an electronic component receiving volume of an align fixture

validated (EP-patent EP2290376)

Multitest elektronische Systeme GmbH

US858394

8/17/2010

XX0000000

10/9/2012

Elastic unit exerting two angled force components on an abutting section of an align fixture

patented

Multitest elektronische Systeme GmbH

Malaysia

PI2010003565

7/28/2010

Elastic unit exerting two angled force components on an abutting section of an align fixture

filed, in examination

Multitest elektronische Systeme GmbH

Japan

JP2010181844

8/16/2010

JP5148665

12/7/2012

Elastic unit exerting two angled force components on an abutting section of an align fixture

patented

Multitest elektronische Systeme GmbH

Korea, South

KR1020100080027

8/18/2010

KR101156702

6/14/2012

Elastic unit exerting two angled force components on an abutting section of an align fixture

patented

Multitest elektronische Systeme GmbH

Philippines

PH12010000246

8/12/2010

Elastic unit exerting two angled force components on an abutting section of an align fixture

filed, in examination

Multitest elektronische Systeme GmbH

China

CN201010257624

8/17/2010

Elastic unit exerting two angled force components on an abutting section of an align fixture

filed, in examination

Multitest elektronische Systeme GmbH

Europe

EP10171333

7/29/2010

EP2290374

10/3/2012

Elastic unit exerting two angled force components on an abutting section of an align fixture

patented

Multitest elektronische Systeme GmbH

Germany (EP)

EP10171333

7/29/2010

602010003040

10/3/2012

Elastic unit exerting two angled force components on an abutting section of an align fixture

validated (EP-patent EP2290374)

Multitest elektronische Systeme GmbH

Malta (EP)

EP10171333

7/29/2010

EP00903/2290374

10/3/2012

Elastic unit exerting two angled force components on an abutting section of an align fixture

validated (EP-patent EP2290374)

Multitest elektronische Systeme GmbH

Italy (EP)

EP10171333

7/29/2010

30970BE/2012

10/3/2012

Elastic unit exerting two angled force components on an abutting section of an align fixture

validated (EP-patent EP2290374)

Multitest elektronische Systeme GmbH

France (EP)

EP10171333

7/29/2010

2290374

10/3/2012

Elastic unit exerting two angled force components on an abutting section of an align fixture

validated (EP-patent EP2290374)

Multitest elektronische Systeme GmbH

Germany

DE102008029129

6/19/2008

DE102008029129

4/29/2010

Kontaktiervorrichtung und Verfahren zum Reinigen von Kontaktfedern

patented

Multitest elektronische Systeme GmbH

Germany

DE200810028034

6/12/2008

Kontaktsockel

filed, in examination

Multitest elektronische Systeme GmbH

US742888

6/12/2009

US8282428

10/9/2012

Contact base

patented

Multitest elektronische Systeme GmbH

Malaysia

PI2010002195

6/12/2009

Contact base

filed, in examination

Multitest elektronische Systeme GmbH

Singapore

SG201003408

6/12/2009

SG1615555

11/30/2012

Contact base

patented

Multitest elektronische Systeme GmbH

China

CN200980101187

6/12/2009

Contact base

filed, in examination

Multitest elektronische Systeme GmbH

Germany

DE200810020558

4/24/2008

DE102008020558

7/1/2010

Plunger mit Rückzentrierung

patented

Multitest elektronische Systeme GmbH

Germany

DE102008020585

4/24/2008

DE102008020585

3/24/2011

Plunger mit Schnellverriegelungssystem

patented

Multitest elektronische Systeme GmbH

US743792

4/9/2009

Plunger with quick locking system

filed, in examination

Multitest elektronische Systeme GmbH

Malaysia

PI2010009194

4/9/2009

Plunger with quick locking system

filed, in examination

Multitest elektronische Systeme GmbH

Japan

JP2010535410

4/9/2009

JP5281651

5/31/2013

Plunger with quick locking system

patented

Multitest elektronische Systeme GmbH

Korea, South

KR1020107012054

4/9/2009

KR101141306

5/4/2012

Plunger with quick locking system

patented

Multitest elektronische Systeme GmbH

Philippines

PH12010501058

4/9/2009

Plunger with quick locking system

filed, in examination

Multitest elektronische Systeme GmbH

China

CN200980101186

4/9/2009

Plunger with quick locking system

filed, in examination

Multitest elektronische Systeme GmbH

Europe

EP09734358

4/9/2009

EP2193382

3/23/2011

Plunger with quick locking system

patented

Multitest elektronische Systeme GmbH

Germany (EP)

EP09734358

4/9/2009

3/23/2011

Plunger with quick locking system

validated (EP-patent EP2193382)

Multitest elektronische Systeme GmbH

Malta (EP)

EP09734358

4/9/2009

EP00302/2193382

3/23/2011

Plunger with quick locking system

validated (EP-patent EP2193382)

Multitest elektronische Systeme GmbH

France (EP)

EP09734358

4/9/2009

2193382

3/23/2011

Plunger with quick locking system

validated (EP-patent EP2193382)

Multitest elektronische Systeme GmbH

Germany

DE102008015916

3/27/2008

DE102008015916

2/10/2011

Verfahren und Vorrichtung zum Testen und Kalibrieren von elektronischen Halbleiterbauelementen, die Xxxxxx in elektrische Signale umwandeln

patented

Multitest elektronische Systeme GmbH

US810716

3/12/2009

Method and device for testing and calibrating electronic semiconductor components which convert sound into electrical signals

filed, in examination

Multitest elektronische Systeme GmbH

US Divisional application

US887429

9/21/2010

Device and method for aligning and holding a plurality of singulated semiconductor components in receiving pockets of a terminal carrier

filed, in examination

Multitest elektronische Systeme GmbH

Germany Divisional application

DE112009000200

2/12/2009

DE112009000200

1/14/2013

Vorrichtung und Verfahren zum Ausrichten und Halten einer Mehrzahl singulierter Halbleiterbauelemente in Aufnahmetaschen eines Klemmträgers

patented

Multitest elektronische Systeme GmbH

Malaysia Divisional application

PI2010003836

2/12/2009

Device and method for aligning and holding a plurality of singulated semiconductor components in receiving pockets of a terminal carrier

filed, in examination

Multitest elektronische Systeme GmbH

Germany Utility Model

DE102009018726

12.02.009

DE202009018726 Utility Model

11/27/2012

Vorrichtung und Verfahren zum Ausrichten und Halten einer Mehrzahl singulierter Halbleiterbauelemente in Aufnahmetaschen eines Klemmträgers

registered

Multitest elektronische Systeme GmbH

US665531

2/12/2009

Device and method for aligning and holding a plurality of singulated semiconductor components in receiving pockets of a terminal carrier

filed, in examination

Multitest elektronische Systeme GmbH

Malaysia

PI20094544

2/12/2009

Device and method for aligning and holding a plurality of singulated semiconductor components in receiving pockets of a terminal carrier

filed, in examination

Multitest elektronische Systeme GmbH

Japan

JP2010512720

2/12/2009

JP5291097

6/14/2013

Device and method for aligning and holding a plurality of singulated semiconductor components in receiving pockets of a terminal carrier

patented

Multitest elektronische Systeme GmbH

Korea, South

KR1020097024513

2/12/2009

KR101097954

12/16/2011

Device and method for aligning and holding a plurality of singulated semiconductor components in receiving pockets of a terminal carrier

patented

Multitest elektronische Systeme GmbH

Philippines

PH12009502078

2/12/2009

Device and method for aligning and holding a plurality of singulated semiconductor components in receiving pockets of a terminal carrier

filed, in examination

Multitest elektronische Systeme GmbH

China

CN200980000446

2/12/2009

CN101765784

6/26/2013

Device and method for aligning and holding a plurality of singulated semiconductor components in receiving pockets of a terminal carrier

patented

Multitest elektronische Systeme GmbH

Europe

EP09710349

2/12/2009

EP2135103

10/6/2010

Device and method for aligning and holding a plurality of singulated semiconductor components in receiving pockets of a terminal carrier

patented

Multitest elektronische Systeme GmbH

Germany (EP)

EP09710350

2/13/2009

502009000123

10/6/2010

Vorrichtung und Verfahren zum Ausrichten und Halten einer Mehrzahl singulierter Halbleiterbauelemente in Aufnahmetaschen eines Klemmträgers

validated (EP-patent EP2135103)

Multitest elektronische Systeme GmbH

Malta (EP)

EP09710351

2/14/2009

EP00194/2135103

10/6/2010

Device and method for aligning and holding a plurality of singulated semiconductor components in receiving pockets of a terminal carrier

validated (EP-patent EP2135103)

Multitest elektronische Systeme GmbH

Italy (EP)

EP09710352

2/15/2009

19044BE/2011

10/6/2010

Device and method for aligning and holding a plurality of singulated semiconductor components in receiving pockets of a terminal carrier

validated (EP-patent EP2135103)

Multitest elektronische Systeme GmbH

France (EP)

EP09710352

2/15/2009

2135103

10/6/2010

Device and method for aligning and holding a plurality of singulated semiconductor components in receiving pockets of a terminal carrier

validated (EP-patent EP2135103)

Multitest elektronische Systeme GmbH

US671118

10/2/2008

US8303008

11/6/2012

Plunger for holding and moving electronic components, in particular ICs, with heat conducting body

patented

Multitest elektronische Systeme GmbH

Malaysia

PI20094228

10/2/2008

MY145021

12/15/2011

Plunger for holding and moving electronic components, in particular ICs, with heat conducting body

patented

Multitest elektronische Systeme GmbH

Korea, South

KR1020097022194

10/2/2008

KR101086934

11/29/2011

Plunger for holding and moving electronic components, in particular ICs, with heat conducting body

patented

Multitest elektronische Systeme GmbH

China

CN200880017147

10/2/2008

CN101680930

5/23/2012

Plunger for holding and moving electronic components, in particular ICs, with heat conducting body

patented

Multitest elektronische Systeme GmbH

Europe

EP08802776

10/2/2008

EP2195669

1/12/2011

Plunger for holding and moving electronic components, in particular ICs, with heat conducting body

validated (EP-patent EP2195669)

Multitest elektronische Systeme GmbH

Germany (EP)

EP08802776

10/2/2008

1/12/2011

Plunger zum Bewegen elektronischer Bauelemente, insbesondere ICs mit Wärmeleitkörper

validated (EP-patent EP2195669)

Multitest elektronische Systeme GmbH

Malta (EP)

EP08802776

10/2/2008

EP00254/2195669

1/12/2011

Plunger for holding and moving electronic components, in particular ICs, with heat conducting body

validated (EP-patent EP2195669)

Multitest elektronische Systeme GmbH

France (EP)

EP08802776

10/2/2008

1/12/2011

Plunger for holding and moving electronic components, in particular ICs, with heat conducting body

validated (EP-patent EP2195669)

Multitest elektronische Systeme GmbH

Germany

DE102007047679

10/5/2007

DE102007047679

3/10/2011

Plunger zum Bewegen elektronischer Bauelemente, insbesondere ICs mit Wärmeleitkörper

patented

Multitest elektronische Systeme GmbH

US599371

10/2/2008

US8232815

7/31/2012

Plunger for holding and moving electronic components in particular ICs

patented

Multitest elektronische Systeme GmbH

Malaysia

PI20093280

10/2/2008

Plunger for holding and moving electronic components in particular ICs

filed, in examination

Multitest elektronische Systeme GmbH

Korea, South

KR1020097017770

10/2/2008

KR101193758

10/16/2012

Plunger for holding and moving electronic components in particular ICs

patented

Multitest elektronische Systeme GmbH

China

CN200880008015

10/2/2008

CN101646953

8/29/2012

Plunger for holding and moving electronic components in particular ICs

patented

Multitest elektronische Systeme GmbH

Europe

EP08802775

10/2/2008

EP2195668

1/12/2011

Plunger for holding and moving electronic components in particular ICs

patented

Multitest elektronische Systeme GmbH

Germany (EP)

EP08802775

10/2/2008

1/12/2011

Plunger zum Bewegen elektronischer Bauelemente, insbesondere IC’s

validated (EP-patent EP2195668)

Multitest elektronische Systeme GmbH

Malta (EP)

EP08802775

10/2/2008

1/12/2011

Plunger for holding and moving electronic components in particular ICs

validated (EP-patent EP2195668)

Multitest elektronische Systeme GmbH

France (EP)

EP08802775

10/2/2008

1/12/2011

Plunger for holding and moving electronic components in particular ICs

validated (EP-patent EP2195668)

Multitest elektronische Systeme GmbH

US526728

9/25/2008

Handler for electronic components, in particular ICs, comprising a pneumatic cylinder displacement unit for moving plungers

filed, in examination

Multitest elektronische Systeme GmbH

Malaysia

PI20093165

9/25/2008

Handler for electronic components, in particular ICs, comprising a pneumatic cylinder displacement unit for moving plungers

filed, in examination

Multitest elektronische Systeme GmbH

Japan

JP2010522269

9/25/2008

JP5140156

11/22/2012

Handler for electronic components, in particular ICs, comprising a pneumatic cylinder displacement unit for moving plungers

patented

Multitest elektronische Systeme GmbH

Korea, South

KR1020097015729

9/25/2008

KR101203770

11/15/2012

Handler for electronic components, in particular ICs, comprising a pneumatic cylinder displacement unit for moving plungers

patented

Multitest elektronische Systeme GmbH

Philippines

PH12010500713

9/25/2008

Handler for electronic components, in particular ICs, comprising a pneumatic cylinder displacement unit for moving plungers

filed, in examination

Multitest elektronische Systeme GmbH

China

CN200880004146

9/25/2008

CN101611325

8/29/2012

Handler for electronic components, in particular ICs, comprising a pneumatic cylinder displacement unit for moving plungers

patented

Multitest elektronische Systeme GmbH

Europe

EP08838310

9/25/2008

EP2195671

1/12/2011

Handler for electronic components, in particular ICs, comprising a pneumatic cylinder displacement unit for moving plungers

patented

Multitest elektronische Systeme GmbH

Germany (EP)

EP08838310

9/25/2008

1/12/2011

Handhabungsvorrichtung für elektronische Bauelemente, insbesondere ICs mit Pneumatikzylinderbewegungseinrichtung zum Verschieben von Plungern

validated (EP-patent EP2195671)

Multitest elektronische Systeme GmbH

Malta (EP)

EP08838310

9/25/2008

1/12/2011

Handler for electronic components, in particular ICs, comprising a pneumatic cylinder displacement unit for moving plungers

validated (EP-patent EP2195671)

Multitest elektronische Systeme GmbH

France (EP)

EP08838310

9/25/2008

1/12/2011

Handler for electronic components, in particular ICs, comprising a pneumatic cylinder displacement unit for moving plungers

validated (EP-patent EP2195671)

Multitest elektronische Systeme GmbH

US525894

9/25/2008

US8138779

3/20/2012

Handler for electronic components, in particular ICs, comprising circulating units, the temperature of which can be controlled

patented

Multitest elektronische Systeme GmbH

Malaysia

PI200903141

9/25/2008

MY143309

4/15/2011

Handler for electronic components, in particular ICs, comprising circulating units, the temperature of which can be controlled

patented

Multitest elektronische Systeme GmbH

Japan

JP2010518572

9/25/2008

JP5140157

11/22/2012

Handler for electronic components, in particular ICs, comprising circulating units, the temperature of which can be controlled

patented

Multitest elektronische Systeme GmbH

Korea, South

KR1020097015728

9/25/2008

KR101115161

2/1/2012

Handler for electronic components, in particular ICs, comprising circulating units, the temperature of which can be controlled

patented

Multitest elektronische Systeme GmbH

China

CN200880004056

9/25/2008

CN101606075

8/15/2012

Handler for electronic components, in particular ICs, comprising circulating units, the temperature of which can be controlled

patented

Multitest elektronische Systeme GmbH

Europe

EP08837754

9/25/2008

EP2195670

1/19/2011

Handler for electronic components, in particular ICs, comprising circulating units, the temperature of which can be controlled

patented

Multitest elektronische Systeme GmbH

Germany (EP)

EP08837755

9/26/2008

1/19/2011

Handhabungsvorrichtung für elektronische Bauelemente, insbesondere IC’s mit einer Mehrzahl von auf einer Umlaufbahn geführten Umlaufwagen

validated (EP-patent EP2195670)

Multitest elektronische Systeme GmbH

Malta (EP)

EP08837756

9/27/2008

1/19/2011

Handler for electronic components, in particular ICs, comprising circulating units, the temperature of which can be controlled

validated (EP-patent EP2195670)

Multitest elektronische Systeme GmbH

France (EP)

EP08837758

9/29/2008

1/19/2011

Handler for electronic components, in particular ICs, comprising circulating units, the temperature of which can be controlled

validated (EP-patent EP2195670)

Multitest elektronische Systeme GmbH

US681735

9/25/2008

US8297433

10/30/2012

Handler for electronic components, in particular ICs, comprising a plurality of circulating carriages that are guided along a circulating track

patented

Multitest elektronische Systeme GmbH

Malaysia

PI2010000920

9/25/2008

Handler for electronic components, in particular ICs, comprising a plurality of circulating carriages that are guided along a circulating track

filed, in examination

Multitest elektronische Systeme GmbH

Korea, South

KR1020107003466

9/25/2008

Handler for electronic components, in particular ICs, comprising a plurality of circulating carriages that are guided along a circulating track

filed, in examination

Multitest elektronische Systeme GmbH

Philippines

PH12010500715

9/25/2008

Handler for electronic components, in particular ICs, comprising a plurality of circulating carriages that are guided along a circulating track

filed, in examination

Multitest elektronische Systeme GmbH

China

CN200880107624

9/25/2008

CN101802630

2/13/2013

Handler for electronic components, in particular ICs, comprising a plurality of circulating carriages that are guided along a circulating track

patented

Multitest elektronische Systeme GmbH

Germany

DE102007047596

10/5/2007

DE102007047596

2/7/2013

Handhabungsvorrichtung für elektronische Bauelemente, insbesondere IC’s mit einer Mehrzahl von auf einer Umlaufbahn geführten Umlaufwagen

patented

Multitest elektronische Systeme GmbH

US681706

9/25/2008

Tempering chamber for tempering electronic components in particular Ics

filed, in examination

Multitest elektronische Systeme GmbH

Malaysia

PI2010001170

9/25/2008

Tempering chamber for tempering electronic components in particular Ics

filed, in examination

Multitest elektronische Systeme GmbH

Japan

JP2010527356

9/25/2008

JP5238031

4/5/2013

Tempering chamber for tempering electronic components in particular Ics

patented

Multitest elektronische Systeme GmbH

Korea, South

KR1020107006283

9/25/2008

KR101259672

24.04.213

Tempering chamber for tempering electronic components in particular Ics

patented

Multitest elektronische Systeme GmbH

Philippines

PH12010500714

9/25/2008

Tempering chamber for tempering electronic components in particular Ics

filed, in examination

Multitest elektronische Systeme GmbH

China

CN200880110016

9/25/2008

CN101815952

3/27/2013

Tempering chamber for tempering electronic components in particular Ics

patented

Multitest elektronische Systeme GmbH

Germany

DE102007047772

10/5/2007

DE102007047772

7/21/2011

Temperiervorrichtung zum Temperieren von elektronischen Bauelementen, insbesonder Ics

patented

Multitest elektronische Systeme GmbH

Malaysia

PI200700662

4/24/2008

MY142696

12/31/2010

Centering device for electronic components, particularly ICs

patented

Multitest elektronische Systeme GmbH

Japan

JP2010506821

4/24/2008

JP4948646

3/16/2012

Centering device for electronic components, particularly ICs

patented

Multitest elektronische Systeme GmbH

China

CN200880000942

4/24/2008

CN101548191

3/7/2012

Centering device for electronic components, particularly ICs

patented

Multitest elektronische Systeme GmbH

Germany

DE102007022690

5/11/2007

DE102007022690

11/18/2010

Zentriervorrichtung für elektronische Bauelemente, insbesondere ICs

patented

Multitest elektronische Systeme GmbH

US169899

7/9/2008

XX0000000

12/15/2009

Device for testing electronic components, in particular ICs, having a sealing board arranged inside a pressure test chamber

patented

Multitest elektronische Systeme GmbH

Malaysia

PI20082478

7/4/2008

MY147709

1/15/2013

Device for testing electronic components, in particular ICs, having a sealing board arranged inside a pressure test chamber

patented

Multitest elektronische Systeme GmbH

Europe

EP08011535

6/25/2008

EP2015087

12/21/2011

Device for testing electronic components, in particular ICs, having a sealing board arranged inside a pressure test chamber

patented

Multitest elektronische Systeme GmbH

Germany (EP)

EP08011535

6/25/2008

12/21/2011

Vorrichtung zum Testen von elektronischen Bauelementen, insbesondere IC’s mit innerhalb einer Drucktestkammer angeordnetem Abdichtboard

validated (EP-patent EP2015087)

Multitest elektronische Systeme GmbH

Italy (EP)

EP08011535

6/25/2008

12/21/2011

Device for testing electronic components, in particular ICs, having a sealing board arranged inside a pressure test chamber

validated (EP-patent EP2015087)

Multitest elektronische Systeme GmbH

Germany

DE102007032557

7/12/2007

DE102007032557

9/16/2010

Vorrichtung zum Testen von elektronischen Bauelementen, insbesondere IC’s mit innerhalb einer Drucktestkammer angeordnetem Abdichtboard

patented

Multitest elektronische Systeme GmbH

US668265

7/1/2008

US8449002

5/28/2013

Closure mechanism for pressure test xxxxxxxx for testing electronic components, in particular Ics

patented

Multitest elektronische Systeme GmbH

Malaysia

PI20095449

7/1/2008

MY145169

12/30/2011

Closure mechanism for pressure test xxxxxxxx for testing electronic components, in particular Ics

patented

Multitest elektronische Systeme GmbH

China

CN200880019417

7/1/2008

CN171711366

6/26/2013

Closure mechanism for pressure test xxxxxxxx for testing electronic components, in particular Ics

patented

Multitest elektronische Systeme GmbH

Europe

EP08759365

7/1/2008

EP2142935

8/25/2010

Closure mechanism for pressure test xxxxxxxx for testing electronic components, in particular Ics

patented

Multitest elektronische Systeme GmbH

Malta (EP)

EP08759366

7/2/2008

8/25/2010

Closure mechanism for pressure test xxxxxxxx for testing electronic components, in particular Ics

validated (EP-patent EP2142935)

Multitest elektronische Systeme GmbH

Italy (EP)

EP08759367

7/3/2008

8/25/2010

Closure mechanism for pressure test xxxxxxxx for testing electronic components, in particular Ics

validated (EP-patent EP2142935)

Multitest elektronische Systeme GmbH

Germany

DE102007032559

7/12/2007

DE102007032559

9/9/2010

Verschlussmechanismus für Drucktestkammern zum Testen von elektronischen Bauelementen, insbesondere Ics

patented

Multitest elektronische Systeme GmbH

US294302

12/6/2007

US7946405

5/24/2011

Guide rail for electronic components

patented

Multitest elektronische Systeme GmbH

Malaysia

PI20084151

12/6/2007

MY146934

10/15/2012

Guide rail for electronic components

patented

Multitest elektronische Systeme GmbH

Germany

DE102006036291

8/3/2006

DE102006036291

5/24/2012

Verfahren und Kontaktiervorrichtung zum elektrischen Testen von elektronischen Bauelementen unter bestimmten Temperaturbedingungen

patented

Multitest elektronische Systeme GmbH

Europe

EP07786355

7/26/2007

EP2033002

4/21/2010

Verfahren und Kontaktiervorrichtung zum elektrischen Testen von elektronischen Bauelementen unter bestimmten Temperaturbedingungen

patented

Multitest elektronische Systeme GmbH

Italy (EP)

EP07786355

7/26/2007

4/21/2010

Contacting device for testing electronic components under specific temperature conditions

validated (EP-patent EP2033002)

Multitest elektronische Systeme GmbH

France (EP)

EP07786355

7/26/2007

4/21/2010

Contacting device for testing electronic components under specific temperature conditions

validated (EP-patent EP2033002)

Multitest elektronische Systeme GmbH

Austria (EP)

EP07786355

7/26/2007

4/21/2010

Contacting device for testing electronic components under specific temperature conditions

validated (EP-patent EP2033002)

Multitest elektronische Systeme GmbH

US990748

5/24/2007

US7683608

3/23/2010

Handler comprising an acceleration device for testing electronic components

patented

Multitest elektronische Systeme GmbH

Malaysia

PI20080222

5/24/2007

MY146742

9/14/2012

Handler comprising an acceleration device for testing electronic components

patented

Multitest elektronische Systeme GmbH

Japan

JP2008555717

5/24/2007

JP4783832

7/15/2011

Handler comprising an acceleration device for testing electronic components

patented

Multitest elektronische Systeme GmbH

Korea, South

KR1020087009599

5/24/2007

KR101043140

6/20/2011

Handler comprising an acceleration device for testing electronic components

patented

Multitest elektronische Systeme GmbH

Europe

EP07725540

5/24/2007

EP1891453

11/5/2008

Handler comprising an acceleration device for testing electronic components

patented

Multitest elektronische Systeme GmbH

Malta (EP)

EP07725540

5/24/2007

11/5/2008

Handler comprising an acceleration device for testing electronic components

validated (EP-patent EP1891453)

Multitest elektronische Systeme GmbH

Germany

DE102006025341

5/31/2006

DE102006025341

4/16/2009

Handler mit Beschleunigungsvorrichtung zum Testen von elektronischen Bauelementen

patented

Multitest elektronische Systeme GmbH

US090419

3/29/2007

US7741861

6/22/2010

Test apparatus für the testing of electronic components

patented

Multitest elektronische Systeme GmbH

Malaysia

PI02025

3/29/2007

MY143637

6/15/2011

Test apparatus für the testing of electronic components

patented

Multitest elektronische Systeme GmbH

Japan

JP2008555716

3/29/2007

JP5044575

7/20/2012

Test apparatus für the testing of electronic components

patented

Multitest elektronische Systeme GmbH

Europe

EP07723765

3/29/2007

EP1902325

5/6/2009

Test apparatus für the testing of electronic components

patented

Multitest elektronische Systeme GmbH

Italy (EP)

EP07723765

3/29/2007

5/6/2009

Test apparatus für the testing of electronic components

patented

Multitest elektronische Systeme GmbH

Netherlands (EP)

EP07723765

3/29/2007

5/6/2009

Test apparatus für the testing of electronic components

patented

Multitest elektronische Systeme GmbH

Germany

DE102006015363

4/3/2006

DE102006015363

4/16/2009

Testvorrichtung zum Testen von elektronischen Bauelementen

patented

Multitest elektronische Systeme GmbH

US883874

11/30/2006

US7677383

3/16/2010

Guide path for electronic components

patented

Multitest elektronische Systeme GmbH

Germany

DE102005032978

7/14/2005

DE102005032978

7/21/2011

Vorrichtung zum Zentrieren von elektronischen Bauelementen

patented

Multitest elektronische Systeme GmbH

Germany

DE102006015365

4/3/2006

DE102006015365

11/19/2009

Verfahren und Vorrichtung zum Temperieren von elektronischen Bauelementen

patented

Multitest elektronische Systeme GmbH

Europe

EP07723766

3/29/2007

EP1889133

2/4/2009

Method and device for tempering electronic components

patented

Multitest elektronische Systeme GmbH

Italy (EP)

EP07723766

3/29/2007

2/4/2009

Method and device for tempering electronic components

validated (EP-patent EP1889133)

Multitest elektronische Systeme GmbH

Austria (EP)

EP07723766

3/29/2007

2/4/2009

Method and device for tempering electronic components

validated (EP-patent EP1889133)

Multitest elektronische Systeme GmbH

Netherlands (EP)

EP07723766

3/29/2007

2/4/2009

Method and device for tempering electronic components

validated (EP-patent EP1889133)

Multitest elektronische Systeme GmbH

Malaysia

PI20080071

3/29/2007

Method and device for tempering electronic components

filed, notice to grant patent

Multitest elektronische Systeme GmbH

US288078

11/29/2005

XX0000000

11/30/2010

Position-correction device for correcting the position of a component holder for electronic components

patented

Multitest elektronische Systeme GmbH

Germany

DE102004057776

11/30/2004

DE102004057776

0/00/0000

Xxxxxxxxxxxxxxxxxxxxxxxx xxx Xxxxxxxxx der Position eines Bauelementehalters für elektronische Bauelemente

patented

Multitest elektronische Systeme GmbH

US183974

7/19/2005

US7581410

9/1/2009

Low temperature testing device for electronic components

patented

Multitest elektronische Systeme GmbH

Germany

DE102004040527

8/20/2004

DE102004040527

3/30/2006

Kältetestvorrichtung für elektronische Bauelemente

patented

Multitest elektronische Systeme GmbH

Germany

DE10216782

4/15/2002

DE10216782

3/10/2005

Führungsvorrichtung zum Andocken eines Testkopfes für elektronische Bauelemente

patented

Multitest elektronische Systeme GmbH

US10413647

4/15/2003

US6836109

12/28/2004

Guiding apparatus for docking a testing head for electronic components

patented

Multitest elektronische Systeme GmbH

Germany

DE10216003

11/6/2003

DE10216003

3/10/2005

Dockingvorrichtung

patented

Multitest elektronische Systeme GmbH

Germany

DE19837564

8/19/1998

DE19837564

4/20/2000

Vereinzelungsvorrichtung für mikroelektronische Bauelemente

patented

Copyrights


OWNER	COUNTRY	REGISTRATION NUMBER	DATE REGISTERED	TITLE

Delaware Capital Formation, Inc.	Xxxxxx Xxxxxx	XX0000000	1/7/1997	Scorpion HV90 SMT bare board test system: user manual and guide to operations.

Delaware Capital Formation, Inc.	Xxxxxx Xxxxxx	XX0000000	12/30/1996	Computer aided processing.

Delaware Capital Formation, Inc.	Xxxxxx Xxxxxx	XX0000000	1/7/1997	VIPER II Computer Program

Delaware Capital Formation, Inc.	Xxxxxx Xxxxxx	XX0000000	1/13/1997	CAF-NT 1.20.

Delaware Capital Formation, Inc.	Xxxxxx Xxxxxx	XX0000000	12/30/1996	Fault Viewer.

Delaware Capital Formation, Inc.	Xxxxxx Xxxxxx	XX0000000	1/7/1997	Krhyi.

Delaware Capital Formation, Inc.	Xxxxxx Xxxxxx	XX0000000	6/13/1997	DetECT.

Delaware Capital Formation, Inc.	Xxxxxx Xxxxxx	XX0000000	1/7/1997	DETECT II Computer Program

Delaware Capital Formation, Inc.	Xxxxxx Xxxxxx	XX0000000	6/27/1997	NODE Viewer Computer Program Plus Sealer Notes (Various Releases)

Delaware Capital Formation, Inc.	Xxxxxx Xxxxxx	XX0000000	1/7/1997	Computer aided fixturing. By Xxxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxxx & Xxxxxxx X. Xxxxxx.

Delaware Capital Formation, Inc.	Xxxxxx Xxxxxx	XX0000000	12/30/1996	9090 bare board test system: user manual and guide to operations.

Delaware Capital Formation, Inc.	Xxxxxx Xxxxxx	XX0000000	6/19/2000	VG organizer; computer program

Internet Domain Names


OWNER		DOMAIN NAME

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxxxxxxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxxxxxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxxx-xxxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxxxxxxxxxxxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxx-xxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxxxxxxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxxxxxxxxxxxxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxxxxxxxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxx-xxxxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxxxxxxxxx.xxx

Xxxxxxx Xxxxxxx Technologies LLC		xxx-xxxx.xxx

Microsoft (provided service)		xxxxxx.xxxxxxxxxx.xxx

atg Luther & Maelzer GmbH		xxx-xx.xx

atg Luther & Maelzer GmbH		xxx-xx.xxx

atg Luther & Maelzer GmbH		xxx-xx.xx



atg Luther & Maelzer GmbH		xxx-xx.xx

atg Luther & Maelzer GmbH		xxx-xx.xxx

atg Luther & Maelzer GmbH		xxx-xx.xx

atg Luther & Maelzer GmbH		xxx-xxxx-xxxxxxx.xxx

atg Luther & Maelzer GmbH		xxx-xxxx-xxxxxxx.xxx

atg Luther & Maelzer GmbH		xxx-xxxx-xxxxxxx.xx

atg Luther & Maelzer GmbH		xxx.xxx

atg Luther & Maelzer GmbH		xxxxxx-xxxxxxx.xx

atg Luther & Maelzer GmbH		xxxxxx-xxxxxxx.xxx

atg Luther & Maelzer GmbH		xxxxxx-xxxxxxx.xx

atg Luther & Maelzer GmbH		xxxxxx-xxxxxxx.xxx

Multitest		xxxxxxxxx.xxx

Multitest		xxxxxxxxx.xx

Multitest		xxxxxxxxx.xxx

Multitest		xxxxxxxxx.xxxx

Multitest		xxxxxxxxx.xxx

Multitest		xxxxxxxxx.xxx

Multitest		xxxxxxxxx.xx

Multitest		xxxxxxxxx.xx

Multitest		xxxxxxxxx.xxx.xx

Multitest		xxxxxxxxx.xxx.xx

Multitest		xxxxxxxxx.xxx.xx

Multitest		xxxxxxxxx.xxx.xx

Multitest		xxxxxxxxx.xxx.xx

Multitest		xxxxxxxxx.xxx.xx

Multitest		xxxxxxxxx.xxx.xx

Multitest		xxxxxxxxx.xxx.xx

Multitest		xxx-xxxxxxxxxx.xxx

Multitest		xxx-xxx.xxx

Multitest		xxxxxxx-xxxx.xxx

Multitest		xxxx-xxxx.xxx

Multitest		xxxxxxxxxxxx-xxxx.xxx

Multitest		xxxxx-xxxx.xxx

Software

The equipment and services sold by the ECT Business and the MT Business contain various versions and builds of Software which are used to operate such equipment and to supplement and enhance such services. This Software is used in the build, test, operations and diagnostics (factory and field) of the sold equipment, as well as in research and development activities. All current versions of this Software, as well as legacy versions still being used in the equipment and services sold by the ECT Business and the MT Business, are considered material Software of such ECT Business and such MT Business.

EXHIBIT F

e5123

ECT Consolidated

TUSD

Total United States Dollars

June 30 Khalix
Trial Balance
sheet

Pro Form WC using
6/30 Balance Sheet

Notes

A1100

Cash

4,129,922

Excluded

A1101

Cash Equivalents

Excluded

A1102

Short Term Investments

Excluded

A1150

Marketable Securities

Excluded

A120011000

Trade Notes Receivable

A120018000

Employees Notes Receivable

A120019000

Other Notes Receivable

A120010000

Notes Receivable (Non Inter-Company)

A120021000

Trade Accounts Receivable

52,293,205

Included

52,293,205

A120022000

Deferred Revenue not yet Recognized

(437,924

)

Included

(437,924

)

A120023000

VAT Receivable

2,774,815

Included

2,774,815

A120028000

Employee Accounts Receivable

63,952

Included

63,952

A120029000

Other Accounts Receivable

78,535

Included

78,535

A120020000

Accounts Receivable (Non Inter-Company)

54,772,583

A120091000

Trade Accounts Receivables (Inter-Company)

125,788

Included

125,788

For clarity purposes, the only interco account balances that would be included would be normal monthly charges for items included in the TSA agreements

A120098000

Organschaft Receivable

329,733

Included

329,733

A120090000

Accounts Receivable (Inter-Company)

455,521

A1200

Notes and Accounts Receivable

55,228,104

A1201

Allowance for Doubtful Accounts

1,108,829

Included

(1,108,829

)

A1205

Net Receivables

54,119,275

Included

A140001000

Inventory - Raw Materials

24,215,901

Included

24,215,901

A140002000

Inventory - Work in Progress

16,030,089

Included

16,030,089

A140003000

Inventory - Finished Goods

1,350,810

Included

1,350,810

A140004000

Inventory - Spare Parts

4,003,195

Included

4,003,195

June 30 Khalix
Trial Balance
sheet

Pro Form WC using
6/30 Balance Sheet

Notes

A140005000

Inventory - Training & Demonstration

2,135,270

Included

2,135,270

A140006000

Inventory - Intercompany Consignments

Included

A140009999

Profit in Inventory

(1,866,956

)

Included

(1,866,956

)

A140090000

Inventory Reserves

7,940,400

Included

(7,940,400

)

A1400

Inventories

37,927,909

A1401

LIFO Reserve

Excluded

A1405

Net Inventories

37,927,909

A150000100

Prepaid Insurance

242,608

Included

242,608

A150000200

Prepaid Rent & Leases

91,575

Included

91,575

A150000300

Prepaid Dues & Subscriptions

Included

A150000400

Prepaid Commissions

Included

A150000500

Prepaid Taxes Other than Income

6,642

Included

6,642

A150000600

Prepaid Advances & Deposits

703,895

Included

703,895

A150000700

Prepaid Advertising

Included

A150000800

Prepaid Interest

Included

A150000900

Prepaid Meetings & Show Expense

Included

A150001100

Prepaid Pension - NY Defined Benefit

Included

A150001200

Prepaid Pension - Other

33,193

Included

33,193

A150001400

Prepaid Software License Fees

8,705

Included

8,705

A150001500

Prepaid Maintenance Contracts

627,873

Included

627,873

A150090000

Prepaid Other Expenses

726,240

Included

726,240

A1500

PrePaid Expenses

2,440,730

Included

94,487,914

Working Capital Assets

A2000

Total Assets

278,141,967

A205010000

Short Term Notes Payable

A205020000

Dover Commercial Paper

A205030000

Trade Notes Payable Sold to Financial Institution

A2050

Notes Payable

A2150

Current Maturity Long Term Debt

A220011000

AP - Trade

8,811,164

Included

(8,811,164

)

A220012000

AP - Customer Deposits & Advances

1,128,491

Included

(1,128,491

)

A220013000

AP - Amounts withheld from Employees

466,094

Included

(466,094

)

A220014000

AP - Cash Overdrafts

7,452

Included

(7,452

)

A220015000

AP - Sales Use Tax & VAT Payable

880,199

Included

(880,199

)

A220016000

Goods Received Not Invoiced

4,989,263

Included

(4,989,263

)

A220017010

Actuarial Services

Included

June 30 Khalix
Trial Balance
sheet

Pro Form WC using
6/30 Balance Sheet

Notes

A220017020

Legal Services

Included

A220017030

Non PwC Accounting & Audit Services

19,514

Included

(19,514

)

A220017040

Non PwC Tax Services

22,240

Included

(22,240

)

A220017050

Consulting Services

Included

A220017060

PwC Services

272,812

Included

(272,812

)

A220017900

Other Services

191,287

Included

(191,287

)

A220017000

Services Rendered not yet Invoiced

505,853

A220019000

AP - Other

133,130

Included

(133,130

)

A220010000

AP (Non Inter-Company)

16,921,647

Included

A220091000

AP - Trade (Inter-Company)

325,894

Included

(325,894

)

For clarity purposes, the only interco account balances that would be included would be normal monthly charges for items included in the TSA agreements

A220098000

AP - Organschaft (Inter-Company)

148,250

Included

(148,250

)

A220099910

I/C Offset - AP / AR (Trade)

Included

)

A220099980

I/C Offset - AP / AR (Organschaft)

Included

A220099900

Inter-Company Offsets

Included

)

A220090000

Accounts Payable (Inter-Company)

474,144

A2200

Accounts Payable

17,395,791

A230100100

Curr. Acc. Comp. - Dover LTIP

1,384,347

Excluded

A230100200

Curr. Acc. Comp. - Deferred Compensation

A230100300

Curr. Acc. Comp. - Dover Defined Ben. Pensions (SFAS87)

A230100400

Curr. Acc. Comp. - Other Defined Ben. Pensions

A230100500

Curr. Acc. Comp. - NQ Supplemental Benefits

A230100600

Curr. Acc. Comp. - Other Defined Ben. Serp

A230100700

Curr. Acc. Comp. - Defined Contribution Serp

A230100800

Curr. Acc. Comp. - Defined Contribution Pension Plan

A230100900

Curr. Acc. Comp. - Post Retirement (SFAS106)

A230101000

Curr. Acc. Comp. - Non-Compete Covenants

A230101100

Curr. Acc. Comp. - Incentive Plan

A230101200

Curr. Acc. Comp. - Commissions (Employee)

185,129

Included

(185,129

)

A230190010

Curr. Acc. Comp. - 401K

A230190020

Curr. Acc. Comp. - Bonus

1,332,226

Excluded

If not paid prior to closing, cash will be retained to fund this liability

June 30 Khalix
Trial Balance
sheet

Pro Form WC using
6/30 Balance Sheet

Notes

A230190030

Curr. Acc. Comp. - Salaries & Wages

2,833,567

Included

(2,833,567

)

A230190040

Curr. Acc. Comp. - Vacation Pay

1,891,156

Included

(1,891,156

)

A230190050

Curr. Acc. Comp. - Holiday Pay

142,717

Included

(142,717

)

A230190060

Curr. Acc. Comp. - Sick Pay

228,821

Included

(228,821

)

A230118000

Current Compensation

6,428,488

A230190070

Curr. Acc. Comp. - Severance Pay

A230199000

Curr. Acc. Comp. - Other

A230190000

Curr. Acc. Comp. - Other

6,428,488

A2301

Accrued Compensation & Employee Benefits

7,997,964

A230211010

Liberty Mutual Accrual - General Liability

11,701

Excluded

A230211020

Liberty Mutual Accrual - Automobile

Excluded

A230211030

Liberty Mutual Accrual - Workers’ Compensation

92,201

Excluded

A230211000

Current Year Liability

103,902

Excluded

A230212000

Liberty Mutual - Retro Accrual

Excluded

A230213000

Transfer (To)/From Affiliate

Excluded

A230210000

Liberty Mutual

103,902

Excluded

A230220000

All Non-Liberty Mutual Casualty/Liability Insurance Accrual

Included

A230240000

Group Health / Life / Unemployment Insurance Accrual

50,405

Included

(50,405

)

A230290000

Other Insurance Accrual

173,888

Included

(173,888

)

A2302

Accrued Insurance

328,195

A230310010

Acc. Int. - Long Term Debt

A230310020

Acc. Int. - Notes (Non Inter-Company)

A230310030

Acc. Int. - Letters of Credit Line of Credit etc

A230319000

Acc. Int. - Other

A230310000

Accrued Interest

A230320010

Accrued Taxes - Property (Real & Intangible)

1,685

Included

(1,685

)

A230320020

Accrued Taxes - Franchise Business & Licenses

Included

A230320030

Accrued Taxes - Payroll Taxes

228,311

Included

(228,311

)

A230329000

Accrued Taxes - Other

17,171

Included

(17,171

)

A230320000

Accrued Taxes Other than Income Taxes

247,167

A230330100

Accrued Professional Fees - Actuarial

Included

A230330200

Accrued Professional Fees - Legal

Included

A230330300

Accrued Professional Fees - Non PwC Acct & Audit

Included

June 30 Khalix
Trial Balance
sheet

Pro Form WC using
6/30 Balance Sheet

Notes

A230330400

Accrued Professional Fees - Non PwC Tax

Included

A230330500

Accrued Professional Fees - Consulting

Included

A230338000

Accrued Professional Fees - PwC

Included

A230339000

Accrued Professional Fees - Other

Included

A230330000

Professional Fees

A230340000

Unearned / Deferred Revenue - Current

210,680

Included

(210,680

)

A230350000

Accrued Commissions (Non Employee)

821,777

Included

(821,777

)

A230390003

Accrued Claims Penalties & Settlements

Included

A230390004

Accrued Rent & Utilities

178,892

Included

(178,892

)

A230390005

Accrued Rebates

Included

A230390006

Accrued Royalties (Non Inter-Company)

Included

A230390008

Accrued Volume Discounts

Included

A230390009

Accrued Relocation

56,707

Included

(56,707

)

A230390010

Accrued Shows Marketing & Sales Expense

111,501

Included

(111,501

)

A230390011

Accrued Freight Travel & Transportation

82,464

Included

(82,464

)

A230390013

Accrued Acquisition Costs

Included

A230390017

Accrued Loss Contracts

6,905

Included

(6,905

)

A230390019

Accrued Bank and Investment Fees

Included

A230390020

Accrued Short Term Capital Leases

63,811

Included

(63,811

)

A230390021

Accrued Treasury Stock Payable

Included

A230399000

Accrued Expenses Other

419,335

Included

(419,335

)

A230390000

Other

919,616

A230399910

I/C Offsets - Notes Receivable / Payable

Excluded

A230399920

I/C Offsets - Advances Due To & From Aff.

Excluded

A230399930

I/C Offsets - Divisional Equity Account

Excluded

A230399940

I/C Offsets - Commissions

(66

)

Excluded

A230399950

I/C Offsets - DCF Royalties

Excluded

A230399960

I/C Offsets - Interest Income & Expense

Excluded

A230399990

I/C Offsets - Management Fees

(114

)

Excluded

A230399900

Inter-Company Offsets

(158

)

Excluded

A2303

Other Accrued Expenses

2,199,081

A230400100

Current Involuntary Terminations Reserves

28,622

Included

(28,622

)

A230400200

Current Exit Plan Reserves

Included

A230400300

Current Legal Reserves

Included

A230400400

Current Environmental Reserves

Included

A230400500

Current Warranty Reserves

2,370,432

Included

(2,370,432

)

June 30 Khalix
Trial Balance
sheet

Pro Form WC using
6/30 Balance Sheet

Notes

A230490000

Current Other Reserves

Included

A2304

Reserves (Current)

2,399,054

A2310

Total Accruals

12,924,294

(27,499,769

)

Working Capital Liabilities

A2001

Total Liability Equity

278,122,845

Balance Sheet

19,122

Working Capital per June 30 Balance Sheet

66,988,145

EXHIBIT G

FORM OF TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this “Termination Agreement”) is made and entered into as of the [ ] day of [ ], 2013 by and between Xxxxxxx Xxxxxxx Technologies LLC (formerly known as Xxxxxxx Xxxxxxx Technologies, Inc.), a [ ] (“Licensee”), and Delaware Capital Formation, Inc., a Delaware corporation (“Licensor”).

WITNESSETH

WHEREAS, Licensee and Licensor are parties to an Amended and Restated Intellectual Property License Agreement, dated January 1, 2009 (“License Agreement”), pursuant to which Licensor has licensed to Licensee the right to use certain intellectual property assets; and

WHEREAS, Licensor and Licensee wish to terminate the License Agreement.

NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto intending to be legally bound hereby agree as follows:

1. Termination of License Agreement. Licensee and Licensor hereby terminate the License Agreement in its entirety effective immediately. Notwithstanding anything to the contrary in the License Agreement, no provisions in the License Agreement shall survive the termination thereof, including without limitation any clauses that indicate that such clauses survive any such termination (including Section 15(e) thereof).

2. Release. Each of Licensee and Licensor hereby releases and discharges the other and such other party’s Affiliates from any claims, damages, payment obligations or other liabilities arising out of or related to the License Agreement. For clarity, the foregoing shall not limit either party’s or their Affiliates’ rights or obligations under the Master Sale and Purchase Agreement between Dover Printing and Identification, Inc., Dover Corporation (solely for the purposes of Section 11.3(b) therein) and LTX-Credence Corporation, dated as of [ ], 2013 (“Purchase Agreement”), and the other documents and instruments to be executed and delivered by the parties or their Affiliates pursuant to the Purchase Agreement and to carry out the transactions contemplated hereby and thereby, including without limitation the Local Agreements (as defined in the Purchase Agreement) or the other agreements identified in Sections 8.2(e), 8.2(f) or 8.2(l) of the Purchase Agreement. “Affiliate” shall have the meaning set forth in the Purchase Agreement.

3. Governing Law. This Termination Agreement shall be deemed to have been made and entered into in the State of Delaware and it and all matters collateral to this Termination Agreement shall be governed by, and construed and enforced, in accordance with the laws of the State of Delaware, without respect to its principles of conflicts of laws.

4. Amendment. No modifications, amendments or supplements to this Termination Agreement shall be valid and binding unless set forth in a written agreement executed and delivered by both parties.

5. Counterparts. This Termination Agreement may be executed by facsimile signatures (including PDF, TIFF, JPEG, and BMP files) and in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6. Beneficiaries of this Agreement. This Termination Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have executed this Termination Agreement on the day and year first above written.


Xxxxxxx Xxxxxxx Technologies LLC
(Licensee)


By:
Its:

DELAWARE CAPITAL FORMATION, INC. (Licensor)


By:		Xxx Xxxx
Its:		President

[Intellectual Property License Termination Agreement]

EXHIBIT H

Form of Subordinated Promissory Note


$20,000,000		, 2013

For value received, the undersigned (the “Obligor”) unconditionally promises to pay to the order of DOVER CORPORATION, a Delaware corporation (“Dover”), the principal amount of Twenty Million Dollars ($20,000,000) outstanding under this Note (the “Note”) on the date that is five (5) years and three (3) months following the date of this Note (the “Maturity Date”). The outstanding principal amount and rate of interest under this Note and each payment of principal shall be recorded by Dover on its books and, at the discretion of Dover, may be endorsed by Dover on a schedule. This Note is entered into in connection with that certain Master Sale and Purchase Agreement dated as of the date hereof by and among Dover, Dover Printing & Identification, Inc., and LTXC–Credence Corporation (the “Purchase Agreement”). As used herein, “Buyer” shall have the meaning ascribed to such term in the Purchase Agreement and shall include any applicable Designated Purchaser.

The principal amount of this Note shall be reduced as follows: (i) in the event that Dover receives written notice from the Buyer, prior to January 1, 2015 indicating that Buyer has entered into a lease with respect to replacement space for the property located at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx, the principal amount of this Note shall be reduced by $1,000,000; (ii) in the event that Dover receives written notice from Buyer prior to January 1, 2015 indicating that Buyer has entered into a lease with respect to replacement space for the property located at Xx. 0, 0X, xxxxxxxx xx Xxxxxxx Xxxxxxxxxx Xxxx, 6 Liufang Road Xxx Xxxxx Baoan District, Shenzhen PRC, the principal amount of this Note shall be reduced by an additional $1,000,000; and (iii) in the event that Dover receives written notice from Buyer prior to January 1, 2015 indicating that Buyer has either developed a plan to undertake the refurbishment of the premises in connection with the highway relocation occurring adjacent to the building located at Auessere Xxxxxxxxxxxxx 0 (XX0 to 4), 00000 Xxxxxxxxx, Xxxxxxx or has commenced the relocation from such location, the principal amount of this Note shall be reduced by a further additional $1,750,000; provided, however, in the event that this Note is prepaid, in full, prior to January 1, 2015 in accordance with its terms, (x) if either of the trigger events specified in the foregoing clauses (i) and (ii) has not occurred at such time, then, upon the occurrence of each such trigger event (to the extent each such event occurs prior to January 1, 2015), Dover shall pay by wire transfer of immediately available funds to Buyer or its designee $1,000,000 for each such trigger event as soon as reasonably practicable after the occurrence of each such trigger event, and (y) in the event that the trigger event specified in clause (iii) has not occurred at such time, the principal amount of this Note shall be reduced by an amount equal to $1,750,000 concurrent with such prepayment.

No interest shall accrue in respect of this Note for the first 365 days after the date of this Note. Interest on the unpaid balance of the principal amount outstanding under this Note for each day outstanding beginning on the 366^th day after the date of this Note (the “Interest Commencement Date”) shall accrue at a per annum rate equal to (i) the London Interbank Offered Rate (“LIBOR”) (or a comparable or successor rate selected by the Administrative

Agent), as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of the one-month period beginning on the Interest Commencement Date and each successive one-month period for Dollar deposits with a term of one (1) month plus (ii) ten percent (10%); provided that principal and (to the extent permitted by law) interest not paid when due (whether at stated maturity, by acceleration or otherwise) shall instead bear interest for each day overdue at a variable rate per annum equal to such LIBOR as determined pursuant to clause (i) above plus twelve percent (12%). Interest shall be calculated on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day). Accrued interest shall be due and payable (subject to the terms of the Subordination Agreement (defined below)) semiannually beginning on the 548^th day after the date of this Note (the “Initial Interest Payment Date”) and on the Maturity Date (the “Regular Interest Payments”); provided, however, that interest accruing on any amount not paid when due shall be payable upon demand. In no case shall the interest on this Note exceed the maximum amount which Dover may charge or collect under applicable law.

Subject to the terms of the Subordination Agreement, the Obligor will make semiannual payments on the outstanding principal of this Note in amounts of $1,250,000 each, beginning on the Initial Interest Payment Date and on each and thereafter until the outstanding principal is repaid in full (the “Regular Amortization Payments”). Subject to the terms of the Subordination Agreement, the unpaid principal balance outstanding under this Note may be prepaid in whole but not in part, without premium or penalty, provided that accrued and unpaid interest is paid on the date of such prepayment.

All payments under this Note shall be subject to the set-off and counterclaim provisions of the Purchase Agreement, including Section 9.9 thereof and may also be set-off or otherwise netted against any amount owing by Dover to Buyer or its designee pursuant to Section 5.11(a) of the Purchase Agreement, but shall otherwise be made without set-off or counterclaim. All payments hereunder shall be made in lawful money of the United States of America and in immediately available funds. If any loan evidenced by this Note becomes due and payable on a day which is not a banking day in New York City, the maturity of such loan shall be extended to the next succeeding banking day, and interest shall be payable for such extension on such loan at the rate of interest specified in this Note.

If any of the following events of default (“Events of Default”) shall occur: (a) the Obligor fails to pay any liability to Dover under this Note when due and payable; or (b) the Obligor shall seek any relief under any bankruptcy or similar law of any jurisdiction (or any person shall seek such relief against the Obligor and such relief shall not be denied within ninety (90) days of such relief being sought); THEN, if Dover shall elect by notice to the Obligor, the unpaid principal amount of this Note, together with interest and any other amounts due hereunder shall become forthwith due and payable; provided that in the case of an event of default under (c) above, such amounts shall automatically become due and payable without any notice or other action by Dover.

To the extent permitted pursuant to the immediately following paragraph and any Subordination Agreement (defined below), the net proceeds of any public offering of equity or debt by the Obligor following the date hereof (“Public Offering Proceeds”) shall be applied to repayment of principal on this Note that is outstanding as of the consummation of such public offering (the “Public Offering Redemption”).

Payment of any and all of the amounts due to Dover under this Note (whether scheduled, following acceleration, as a result of a Public Offering Redemption, or otherwise) shall be subordinate to the right to payment in full of any senior indebtedness owed by the Obligor to Silicon Valley Bank or any other financial institution or institutions which have agreed to lend to Obligor (the “Senior Debt Holder”), including on the terms set forth in the Subordination Agreement by and between Dover and Silicon Valley Bank dated as of the date hereof and any other subordination agreement with any Senior Debt Holder which agreement is also agreed to by Dover (each a “Subordination Agreement”), provided that the maximum aggregate principal amount of such loans (the “Senior Debt”) does not exceed $60,000,000, and further provided that, with respect to Public Offering Proceeds, so long as no default has occurred and is continuing in respect of the Senior Debt, (i) a portion of the Public Offering Proceeds related to any public equity or debt offering by the Obligor may be applied to repayment of principal on this Note that is outstanding as of the consummation of such public equity offering, so long as an equal portion of such Public Offering Proceeds is simultaneously applied to repayment of principal on any Senior Debt that is outstanding at such time, and (ii) all of the Public Offering Proceeds related to any public debt offering by the Obligor may be applied to repayment of principal on this Note that is outstanding as of the consummation of such public debt offering, so long as the debt issued in such public debt offering (a) is unsecured, (b) has a stated maturity and amortization schedule that is not earlier than the maturity and amortization schedule set forth in this Note, and (c) has a rate of interest that is not greater than the rate of interest set forth in this Note. Notwithstanding the foregoing, Dover shall be entitled to receive and retain Regular Interest Payments, Regular Amortization Payments, and any payments due and payable on the Maturity Date provided that at the time of any such payment, Dover shall not have received prior written notice from a Senior Debt Holder that a default has occurred in respect of the Senior Debt.

The Obligor waives presentment, notice of dishonor, protest and any other formality with respect to this Note.

This Note shall be binding on the Obligor and its successors and assigns and shall inure to the benefit of Dover and its successors and assigns; provided that the Obligor may not delegate any obligations hereunder without the prior written consent of Dover.

THIS NOTE SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. THE OBLIGOR CONSENTS TO THE NONEXCLUSIVE JURISDICTION AND VENUE OF THE STATE OR FEDERAL COURTS LOCATED IN THE CITY OF NEW YORK. SERVICE OF PROCESS BY DOVER IN CONNECTION WITH ANY SUCH DISPUTE SHALL BE BINDING ON THE OBLIGOR IF SENT TO THE OBLIGOR BY REGISTERED MAIL AT THE ADDRESS SPECIFIED BELOW. THE OBLIGOR WAIVES ANY RIGHT THE OBLIGOR MAY HAVE TO JURY TRIAL.


LTX-CREDENCE CORPORATION


By:
		Name:
		Title:

FORM OF SUBORDINATION AGREEMENT

This Subordination Agreement (the “Agreement”) is made as of , 2013 by and between DOVER CORPORATION (“Dover”), and SILICON VALLEY BANK, as administrative agent and collateral agent for the Lenders (as hereinafter defined; in such capacity, the “Administrative Agent”, and together with the Lenders, the “Secured Parties” and each a “Secured Party”).

Recitals

A. LTX-CREDENCE CORPORATION, a Massachusetts corporation (the “Borrower”) has requested and/or obtained certain loans or other credit accommodations from the Secured Parties which are or may be from time to time secured by liens on and security interest in certain assets and property of Borrower (the “Collateral”).

B. Pursuant to the terms and conditions set forth in (i) that certain Master Sale and Purchase Agreement, dated as of September 5, 2013 (the “Purchase Agreement”), among Dover, the Borrower and those other parties signatory thereto and (ii) the Subordinated Promissory Note dated as of even date herewith (the “Subordinated Note”) by the Borrower in favor of Dover, Borrower has agreed to deliver the Subordinated Note to Dover as a portion of the consideration to be paid by Borrower under the Purchase Agreement. The Borrower’s obligations under the Subordinated Note are or may be from time to time secured by liens on and security interest in all or a portion of the Collateral.

C. To induce the Secured Parties to extend credit to Borrower and, at any time or from time to time, at such Secured Party’s option, to make such further loans, extensions of credit, or other accommodations to or for the account of Borrower, or to purchase or extend credit upon any instrument or writing in respect of which Borrower may be liable in any capacity, or to grant such renewals or extension of any such loan, extension of credit, purchase, or other accommodation as the Secured Parties may deem advisable, Dover is willing to subordinate all of Borrower’s obligations under the Subordinated Note (including, without limitation, principal, premium (if any), interest, fees, charges, expenses, costs, professional fees and expenses, and reimbursement obligations related thereto), whether presently existing or arising in the future (the “Subordinated Debt”) to all of Borrower’s indebtedness and obligations owed to any Secured Party, and to subordinate Dover’s lien on and security interest in the Collateral to the lien and security interest of the Administrative Agent and the Secured Parties in the Collateral.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Dover subordinates to the Secured Parties any security interest or lien that Dover may have in any Collateral. Notwithstanding the respective dates of attachment or perfection of the security interest of Dover and the security interest of the Secured Parties, all now existing and hereafter arising security interest of the Secured Parties in Collateral and all proceeds thereof, including, without limitation, the “Collateral”, as defined in a certain CREDIT AGREEMENT, dated as of , 2013, entered into by and among Borrower, the several banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), and SILICON VALLEY BANK, as Administrative Agent (as may be amended, modified, restated, replaced or supplemented from time to time, the “Credit Agreement”), shall at all times be senior to the security interest of Dover. Dover further agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt (as defined below), the Senior Credit Agreement or the other

Loan Documents (as defined in the Senior Credit Agreement), or the liens and security interests of the Secured Parties in the Collateral securing the Senior Debt. Notwithstanding anything to the contrary contained in any agreement between Dover and the Borrower, until the Senior Debt has been paid in full in cash, only the Secured Parties shall have the right to restrict or permit, or approve or disapprove, the sale, transfer, release or other disposition of the Collateral or take any action with respect to the Collateral without any consultation with or the consent of Dover. In the event that the Secured Parties release or agree to release any of their liens or security interests in any portion of the Collateral in connection with the sale or other disposition thereof or any of the Collateral is sold or retained pursuant to a foreclosure or similar action, Dover shall promptly consent to such sale or other disposition and promptly execute and deliver to the Administrative Agent such consent to such sale other disposition, termination statements and releases as the Administrative Agent shall reasonably request to effect the release of the liens and security interests of Dover in such Collateral. In furtherance of the foregoing, Dover hereby irrevocably appoints the Administrative Agent as its attorney-in-fact, with full authority in the place and stead of Dover and in the name of Dover or otherwise, to execute and deliver any document or instrument which Dover may be required to deliver pursuant to this Section. In the event of any sale, transfer, or other disposition (including a casualty loss or taking through eminent domain) of the Collateral, the proceeds resulting therefrom (including insurance proceeds) shall be applied in accordance with the terms of the Credit Agreement and the other Loan Documents until such time as the Senior Debt has been paid in full in cash.

2. All Subordinated Debt is subordinated in right of payment to all obligations of Borrower owed to the Secured Parties now existing or hereafter arising, including, without limitation, the Obligations (as defined in the Credit Agreement), together with all costs of collecting such obligations (including attorneys’ fees), including, without limitation, all obligations under any agreement in connection with the provision by any Secured Party to Borrower of products and/or credit services facilities, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services, all interest accruing after the commencement by or against Borrower of any bankruptcy, reorganization or similar proceeding (such obligations, collectively, the “Senior Debt”); provided that the principal amount (but, for the avoidance of doubt, not including cash management services, interest rate swap arrangements, foreign exchange services and interest, all as described above) of the Senior Debt shall not exceed $60,000,000 at any time outstanding.

3. Except as provided herein and in the Subordinated Note, Dover will not demand or receive from Borrower (and Borrower will not pay to Dover) all or any part of the Subordinated Debt, by way of payment, prepayment, setoff, lawsuit or otherwise, nor will Dover exercise any remedy with respect to any Collateral or any other property of Borrower, nor will Dover accelerate the Subordinated Debt, or commence, or cause to commence, prosecute or participate in any administrative, legal or equitable action against Borrower, until such time as (a) the Senior Debt has been fully paid in cash, (b) the Secured Parties have no commitment or obligation to lend any further funds to Borrower, and (c) all financing agreements between the Secured Parties and Borrower are terminated; provided that Dover may accelerate the Subordinated Debt (but shall not commence any action against the Borrower unless in accordance with this Agreement) if (a) an Insolvency Proceeding (as defined below) has commenced or (b) the Subordinated Note has matured and has not been repaid in full. Notwithstanding the foregoing, (a) (i) provided that the Administrative Agent has not provided Dover with written notice that an Event of Default, as defined in the Credit Agreement, has occurred and is continuing or would exist immediately after any such payment, Dover shall be entitled to receive and Borrower may make all payments of scheduled principal and interest of the Subordinated Debt as set forth in the Subordinated Note, (ii) provided that the Borrower pays to the Secured Parties at least 50% of any Public Offering

Proceeds (as defined in the Subordinated Note) received with respect to any public equity or debt offering to repay the Senior Debt, Dover shall be entitled to receive, and Borrower may make, prepayments on account of the principal amount of the Subordinated Debt in an amount equal to not greater than 50% of any Public Offering Proceeds received by the Borrower with respect to any public equity offering, and (iii) Dover shall be entitled to receive, and Borrower may make, prepayments to refinance the Subordinated Debt with any Public Offering Proceeds received by the Borrower with respect to an public debt offering, so long as such debt is issued pursuant to the terms and conditions set forth in the Subordinated Note as in effect on the date hereof; and (b) in the event that Dover provides the Administrative Agent with written notice that an Event of Default (as defined in the Subordinated Note) has occurred and the Administrative Agent has not provided Dover with written notice that an Event of Default has occurred under the Credit Agreement within 180 days of Dover’s notice to the Administrative Agent, Dover may take any action set forth in the first sentence hereof, it being understood and agreed that any amounts collected by Dover shall be turned over to the Administrative Agent for the benefit of the Secured Parties until the Senior Debt has been fully paid in cash.

4. Dover shall promptly deliver to the Administrative Agent in the form received (except for endorsement or assignment by Dover where required by Administrative Agent) for application to the Senior Debt any payment, distribution, security or proceeds received by Dover with respect to the Subordinated Debt other than in accordance with this Agreement.

5. Dover hereby waives, to the extent permitted by applicable law, any rights which it may have to enjoin or otherwise obtain a judicial or administrative order preventing the Secured Parties from taking, or refraining from taking, any action with respect to all or any part of the Collateral. Without limitation of the foregoing, Dover hereby agrees (a) that it has no right to direct or object to the manner in which the Administrative Agent applies the proceeds of the Collateral resulting from the exercise by the Secured Parties of rights and remedies under the Credit Agreement and the other Loan Documents and (b) that the Secured Parties have not assumed any obligation to act as the agent for Dover with respect to the Collateral. The Secured Parties shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral until the Senior Debt has been paid in full in cash. In exercising rights and remedies with respect to the Collateral, the Secured Parties may enforce the provisions of the Credit Agreement and the other Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction. In conducting any public or private sale under the applicable Uniform Commercial Code, the Administrative Agent shall give Dover such notice of such sale as may be required by the applicable Uniform Commercial Code. The Secured Parties shall have no duty to protect or preserve any rights pertaining to any of the Collateral in their possession and the Secured Parties shall not have any liability to Dover for any claims and liabilities at any time arising with respect to the Collateral in their possession.

6. In the event of Borrower’s insolvency, reorganization or any case or proceeding under any bankruptcy or insolvency law or laws relating to the relief of debtors, including, without limitation, any voluntary or involuntary bankruptcy, insolvency, receivership or other similar statutory or common law proceeding or arrangement involving Borrower, the readjustment of its liabilities, any assignment for the benefit of its creditors or any marshalling of its assets or liabilities (each, an “Insolvency Proceeding”), (a) this Agreement shall remain in full force and effect in accordance with Section 510(a) of the United States Bankruptcy Code, (b) the Collateral shall include, without limitation, all Collateral arising during or after any such Insolvency Proceeding, and (c) the Secured Parties’ claims against Borrower and the estate of Borrower shall be paid in full before any payment is made to Dover.

7. Dover shall give the Administrative Agent prompt written notice of the occurrence of any default under the Subordinated Note and shall, simultaneously with giving any notice of default to the Borrower, provide the Administrative Agent with a copy of any such notice of default. Dover acknowledges and agrees that any default under the Subordinated Note or any other document governing the Subordinated Debt shall constitute an Event of Default under the Credit Agreement.

8. Until the Senior Debt has been fully paid in cash and the Secured Parties’ agreements to lend any funds to Borrower have been terminated, Dover irrevocably appoints Administrative Agent as Dover’s attorney-in-fact, and grants to the Administrative Agent a power of attorney with full power of substitution, in the name of Dover or in the name of the Administrative Agent, for the use and benefit of the Administrative Agent and the other Secured Parties, without notice to Dover, at the Administrative Agent’s option, in any Insolvency Proceeding involving Borrower: to file the appropriate claim or claims in respect of the Subordinated Debt on behalf of Dover if Dover does not do so prior to 30 days before the expiration of the time to file claims in such Insolvency Proceeding and if the Administrative Agent elects, in its sole discretion, to file such claim or claims.

9. In addition to and without limiting the foregoing: (x) until the Senior Debt has been fully paid in cash and the Secured Parties’ agreements to lend any funds to Borrower have been terminated, Dover shall not commence or join in any involuntary bankruptcy petition or similar judicial proceeding against Borrower, and (y) if an Insolvency Proceeding occurs: (i) Dover shall not assert, without the prior written consent of the Administrative Agent, any claim, motion, objection or argument in respect of the Collateral in connection with any Insolvency Proceeding which could otherwise be asserted or raised in connection with such Insolvency Proceeding, including, without limitation, any claim, motion, objection or argument seeking adequate protection or relief from the automatic stay in respect of the Collateral, (ii) the Administrative Agent may consent to the use of cash collateral on such terms and conditions and in such amounts as it shall in good faith determine without seeking or obtaining the consent of Dover as (if applicable) holder of an interest in the Collateral, (iii) if use of cash collateral by Borrower is consented to by the Administrative Agent, Dover shall not oppose such use of cash collateral on the basis that Dover’s interest in the Collateral (if any) is impaired by such use or inadequately protected by such use, or on any other ground, and (iv) if Dover would not be entitled to receive any portion of the proceeds thereof, Dover shall not object to, or oppose, any sale or other disposition of any assets comprising all or part of the Collateral, free and clear of security interests, liens and claims of any party, including Dover, under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or otherwise, on the basis that the interest of Dover in the Collateral (if any) is impaired by such sale or inadequately protected as a result of such sale, or on any other ground (and, if requested by the Administrative Agent, Dover shall affirmatively and promptly consent to such sale or disposition of such assets), if the Administrative Agent has consented to, or supports, such sale or disposition of such assets.

10. The Parties hereto acknowledge and agree with respect to the Collateral that (i) the grants of liens on the Collateral pursuant to the Loan Documents and the Subordinated Note constitute separate and distinct grants of liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Debt and the Subordinated Debt are fundamentally different from one another and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding of the Borrower. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is determined by a court of competent jurisdiction that the claims of the Secured Parties and Dover in respect of any Collateral, constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Secured Parties shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees, costs and other charges, irrespective of whether a claim for such amounts is allowed or allowable in such

liquidation or Insolvency Proceeding, before any distribution from, or in respect of, any such Collateral is made in respect of the claims held by Dover with Dover hereby acknowledging and agreeing to turn over to the Administrative Agent amounts otherwise received or receivable by it to the extent necessary to effectuate the intent of this sentence, regardless of whether such turnover has the effect of reducing the claim or recovery of Dover.

11. Dover represents and warrants that Dover has provided the Administrative Agent with true and correct copies of all of the documents evidencing or relating to the Subordinated Debt.

12. No amendment of the documents evidencing or relating to the Subordinated Debt shall directly or indirectly modify the provisions of this Agreement in any manner which might terminate or impair the subordination of the Subordinated Debt or the subordination of any security interest or lien that Dover may have in any property of Borrower. By way of example, such instruments shall not be amended to (a) increase the rate of interest with respect to the Subordinated Debt, or (b) accelerate the payment of the principal or interest or any other portion of the Subordinated Debt. The Secured Parties shall have the sole and exclusive right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of property of Borrower except in accordance with the terms of the Senior Debt. Upon written notice from the Administrative Agent to Dover of the Secured Parties’ agreement to release their lien on all or any portion of the Collateral in connection with the sale, transfer or other disposition thereof by the Secured Parties (or by Borrower with consent of the Secured Parties), Dover shall be deemed to have also, automatically and simultaneously, released any lien it may have acquired on the Collateral, and Dover shall upon written request by the Administrative Agent, immediately take such action as shall be necessary or appropriate to evidence and confirm such release. All proceeds resulting from any such sale, transfer or other disposition shall be applied first to the Senior Debt until payment in full thereof, with the balance, if any, to the Subordinated Debt, or to any other entitled party. If Dover fails to release any lien as required hereunder, Dover hereby appoints the Administrative Agent as attorney-in-fact for Dover with full power of substitution to release Dover’s liens as provided hereunder. Such power of attorney being coupled with an interest shall be irrevocable.

13. All necessary action on the part of Dover, its officers, directors, partners, members and shareholders, as applicable, necessary for the authorization of this Agreement and the performance of all obligations of Dover hereunder has been taken. This Agreement constitutes the legal, valid and binding obligation of Dover, enforceable against Dover in accordance with its terms. The execution, delivery and performance of and compliance with this Agreement by Dover will not (a) result in any material violation or default of any term of any of Dover’s charter, formation or other organizational documents (such as Articles or Certificate of Incorporation, bylaws, partnership agreement, operating agreement, etc.), as applicable; or (b) violate any material applicable law, rule or regulation.

14. If, at any time after payment in full of the Senior Debt any payments of the Senior Debt must be disgorged by any Secured Party for any reason (including, without limitation, any Insolvency Proceeding), this Agreement and the relative rights and priorities set forth herein shall be reinstated as to all such disgorged payments as though such payments had not been made and Dover shall immediately pay over to the Administrative Agent all payments received with respect to the Subordinated Debt to the extent that such payments would have been prohibited hereunder. At any time and from time to time, without notice to Dover, the Secured Parties may take such actions with respect to the Senior Debt as the Secured Parties, in their sole discretion, may deem appropriate, including, without limitation, terminating advances to Borrower, increasing the principal amount in an amount not to exceed the amount set forth above, extending the time of payment, increasing applicable interest rates (provided that any pre-default interest margin shall not be increased by more than 4.00% per annum without Dover’s consent), renewing, compromising or otherwise amending the terms of any documents affecting the Senior Debt

and any collateral securing the Senior Debt, and enforcing or failing to enforce any rights against Borrower or any other person. No such action or inaction shall impair or otherwise affect any Secured Party’s rights hereunder.

15. This Agreement shall bind any heirs, representatives, successors or assignees of Dover and shall benefit any successors or assigns of the Secured Parties; provided, however, Dover agrees that, prior and as conditions precedent to Dover assigning all or any portion of the Subordinated Debt: (a) Dover shall give the Administrative Agent prior written notice of such assignment, and (b) such successor or assignee, as applicable, shall execute a written agreement whereby such successor or assignee expressly agrees to assume and be bound by all terms and conditions of this Agreement with respect to Dover. This Agreement shall remain effective until terminated in writing by the Administrative Agent. This Agreement is solely for the benefit of Dover and the Secured Parties and not for the benefit of Borrower or any other party. Dover further agrees that if Borrower is in the process of refinancing any portion of the Senior Debt with a new lender, and if the Administrative Agent makes a request of Dover, Dover shall agree to enter into a new subordination agreement with the new lender on substantially the terms and conditions of this Agreement.

16. All notices given to or upon the respective parties hereto to be effective shall be in writing (including by facsimile or electronic mail), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three (3) Business Days after being deposited in the mail, postage prepaid, or, in the case of facsimile or electronic mail notice, when received, addressed as follows, or to such other address as may be hereafter notified by the respective parties hereto:


Administrative Agent:		Silicon Valley Bank
		000 Xxxxx Xxxxxx, Xxxxx 0-000
		Xxxxxx, XX 00000
		Attention: Xxxx Xxxxx, Vice President
		xxxxxx@xxx.xxx

Dover:		Dover Corporation


		Attention:

17. Dover hereby agrees to execute such documents and/or take such further action as the Administrative Agent may at any time or times reasonably request in order to carry out the provisions and intent of this Agreement, including, without limitation, ratifications and confirmations of this Agreement from time to time hereafter, as and when requested by the Administrative Agent.

18. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

19. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to conflicts of laws principles. Dover and each Secured Party submit to the exclusive jurisdiction of the state and federal courts located in New York, New York in any action, suit, or proceeding of any kind, against it which arises out of or by reason of this Agreement; provided, however, that if for any reason the Secured Parties, or any of them, cannot avail itself of the Courts of The State of New York, Dover accepts jurisdiction of the Courts and venue in Santa Xxxxx

County, California. DOVER AND EACH SECURED PARTY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN.

20. This Agreement represents the entire agreement with respect to the subject matter hereof, and supersedes all prior negotiations, agreements and commitments. Dover is not relying on any representations by any Secured Party or Borrower in entering into this Agreement, and Dover has kept and will continue to keep itself fully apprised of the financial and other condition of Borrower. This Agreement may be amended only by written instrument signed by Dover and the Administrative Agent.

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.


DOVER						ADMINISTRATIVE AGENT

DOVER CORPORATION						SILICON VALLEY BANK, as Administrative Agent for the Lenders

By
Name:
Title:
						By
						Name:
						Title:

The undersigned acknowledges and agrees to the terms of this Agreement.

“Borrower”


LTX-CREDENCE CORPORATION

By
Name:
Title:

EXHIBIT I

SUPPLY AGREEMENT

THIS SUPPLY AGREEMENT, made this 4th day of September, 2013 (“Effective Date”), is entered into by (i) Xxxxxxx Xxxxxxx Technologies LLC, a Delaware limited liability company (“Customer”), (ii) DEK International GmbH, an organization with offices in Zurich, Switzerland (“Supplier”), and (iii) Dover Asia Trading Pte. Ltd., a Singapore organization, d/b/a Xxxxxxx Xxxxxxx Technologies (“DAT”). DAT shall be a party to this Agreement solely for purposes of Section 2. In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Customer, Supplier, and DAT (solely for Section 2) (the “Parties”) agree as follows:

1. Orders. Supplier shall supply certain electroformed components, according to technical specifications provided by Customer for semiconductor test probes (“Products”) set forth in one or more POs submitted by Customer and its affiliates from time to time. Supplier shall not sell, supply, or distribute Products to any persons or entities other than Customer and its affiliates during the Term of this Agreement.

2. Termination of Prior Arrangements. The Parties agree and acknowledge that the Business Partnership Agreement, dated June 21, 2013, between Customer (Customer is referred to as “Multitest Electronic Systems (Minnesota Division)” therein), Supplier, and DAT (DAT is referred to as “Xxxxxxx Xxxxxxx Technologies (ECT)” therein) and the partnership referenced therein (the “Prior Arrangements”) shall be of no force and effect from and after the Effective Date. Each Party agrees and acknowledges that no obligations or entitlements remain under the Prior Arrangements, including without limitation those contained in the “Nature of Business” section (Section 1 therein), the “Day to Day Operation” section (Section 2 therein) and the “Non-Compete Agreement” section (Section 9 therein), and no deliverables are owed by either Party under such Prior Arrangements.

3. Prices. The purchase price for the Products is US$0.115 per unit of Product utilizing the technology and manufacturing process currently developed and utilized as of the Effective Date. Prices shall be reviewed and agreed upon by Customer and Supplier on an annual basis in October of each year, and maintained for the following calendar year. Components requiring a new technology or manufacturing process may be priced differently and covered under a separate agreement.

4. Payment Terms. Payment terms will be net 30 from invoice.

5. NRE. Customer and Supplier may from time to time enter into arrangements for new developments for which NRE may be charged to the Customer, upon prior approval by Customer. Customer and Supplier acknowledge that the historical cost of such NRE for each new Product development and process is approximately $6,000, but may be higher if a new technology or manufacturing method is required to meet specification.

6. Capital Equipment and Tooling. Supplier shall use its available capital equipment and shall bear the cost of maintenance, repair and personnel training of such equipment. Customer and Supplier acknowledge and agree that Supplier is utilizing capital equipment owned by Customer in its production process, including a Nikon visual measurement system. Supplier shall be responsible for all upgrades (and such upgrades will be owned by Customer), maintenance, training, and risk of loss with respect to such capital equipment. Upon Customer’s written request or upon the termination of this Agreement, Supplier will return such capital equipment to Customer, including all upgrades.

7. Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and continue in full force and effect until the fifth (5^th) anniversary of the Effective Date unless Customer and Supplier mutually agree in writing to a shorter period (“Initial Term”), and, unless the Customer and Supplier have so shortened the Initial Term, the Term shall continue after the Initial Term until either Customer or Supplier terminate this Agreement by delivering written notice of termination to the other at least six (6) months before the requested termination date. During the six month period business must remain as usual.

8. Effect of Termination. Upon termination of this Agreement, (a) Supplier shall, to the extent requested by Customer, promptly return to Customer all materials provided by Customer to Supplier in connection with this Agreement and (b) Customer shall take delivery of all on hand stock of Products built to inventory.

9. Non-Compete Agreement. Following the termination of this Agreement, for ten (10) years, (1) Customer shall not itself manufacture electroformed components for semiconductor test probes, and (2) Supplier shall not itself distribute or sell electroformed components for semiconductor test probes.

10. Miscellaneous. This Agreement shall be interpreted under the laws of the State of Delaware, without regard to its principles of conflicts of law. If any provision of this agreement is invalid or unenforceable, the remainder of this agreement shall remain valid and enforceable according to its terms.

IN WITNESS WHEREOF, Customer, Supplier and DAT have caused this Supply Agreement to be executed in their names by their properly and duly authorized officers or representatives as of the date first above written.


DOVER ASIA TRADING PTE. LTD. (D/B/A XXXXXXX XXXXXXX TECHNOLOGIES)

By:		/s/
		Name:
		Title:

DEK INTERNATIONAL GMBH

By:		/s/
		Name:
		Title:

XXXXXXX XXXXXXX TECHNOLOGIES LLC

By:		/s/
		Name:
		Title:

EXHIBIT J

FORM OF TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and effective as of [—], 2013 (the “Effective Date”) between Dover Printing & Identification, Inc., a Delaware corporation (“Dover”), and LTX-Credence Corporation, a Massachusetts corporation (“Buyer”), with reference to that certain Master Sale and Purchase Agreement (the “Purchase Agreement”), dated as of [—], 2013, among Dover, Dover Corporation, a Delaware corporation (solely for purposes of Sections 11.3(b), 11.4 and 11.6 therein) and Buyer. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement. Both Dover and Buyer may be individually referred to herein as a “Party” or collectively as the “Parties.”

WHEREAS, pursuant to the Purchase Agreement, Buyer will purchase the Acquired Businesses from certain Affiliates of Dover upon the terms and subject to the conditions set forth therein (the “Transaction”); and

WHEREAS, in order to ensure an orderly transition in effecting the Transaction, Dover and Buyer have agreed to provide or cause to be provided certain transition services to each other and their respective Affiliates during a transitional period following the Closing on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the Parties agree as follows:

ARTICLE I

Section 1.1 Transition Services.

(a) Dover shall, or cause its Affiliates to, provide to Buyer or its Affiliates the services set forth on Exhibits [—] through [—] hereto (the “Dover Provided Services”) pursuant to the terms of this Agreement. For each Dover Provided Service, Exhibits [—] through [—] set forth, among other things, a description of the Dover Provided Service to be provided, the time period during which such Dover Provided Service will be provided, the fees to be paid in respect thereof and any other terms applicable thereto. Notwithstanding anything to the contrary in this Agreement (including any Exhibits), to the extent a service is necessary for the continued conduct of the Acquired Businesses by Buyer consistent with the manner in which the Acquired Businesses were conducted by Dover before the Effective Date and was inadvertently omitted from the Service Schedules, or modification of a Service or the addition of a new Service is necessary for the continued conduct of the Acquired Businesses in compliance with Law, such service or modification shall, upon notice from Buyer, be added to the Service Schedules, shall constitute a Service, and shall have a term and fee consistent with a comparable Service or as otherwise mutually agreed by the Parties. Dover shall, or cause its Affiliates to, perform the Dover Provided Services in a commercially reasonable manner and in accordance with the specifications set forth in the applicable Services Schedule (as such term is defined below); provided, that, to the extent any Dover Provided Services to be performed hereunder were performed by Dover and/or its Affiliates immediately prior to the Effective Date, such Services

(as such term is defined below) shall be provided in a manner such that the nature, quality, standard of care and the service levels at which such Services are performed are no less than the nature, quality, standard of care and service levels at which they were performed by Dover and/or its Affiliates, as applicable, prior to the Effective Date. Dover agrees to, and shall cause its Affiliates to, assign sufficient resources and qualified personnel as are reasonably required to perform the Dover Provided Services in accordance with the standards set forth in the preceding sentence. In providing the Dover Provided Services, Dover and/or its Affiliates shall comply with all applicable Laws.

(b) Buyer shall, or cause its Affiliates to, provide to Dover or its Affiliates the services set forth on Exhibits [—] through [—] hereto (the “Buyer Provided Services”) pursuant to the terms of this Agreement. For each Buyer Provided Service, Exhibits [—] through [—] set forth, among other things, a description of the Buyer Provided Service to be provided, the time period during which the Buyer Provided Service will be provided, the fees to be paid in respect thereof and any other terms applicable thereto. Buyer shall, or cause its Affiliates to, perform the Buyer Provided Services in a commercially reasonable manner and in accordance with the specifications set forth in the applicable Services Schedule; provided, that, to the extent any Buyer Provided Services to be performed hereunder were performed by an Acquired Business immediately prior to the Effective Date, such Services shall be provided in a manner such that the nature, quality, standard of care and the service levels at which such Services are performed are no less than the nature, quality, standard of care and service levels at which they were performed by such Acquired Business prior to the Effective Date. Buyer agrees to, and shall cause its Affiliates to, assign sufficient resources and qualified personnel as are reasonably required to perform the Buyer Provided Services in accordance with the standards set forth in the preceding sentence. In providing the Buyer Provided Services, Buyer and/or its Affiliates shall comply with all applicable Laws.

(c) The Parties agree that Provider shall not be obligated to perform any Service after the expiration of the service period set forth on the applicable Service Schedule; provided, however, that if Recipient desires and Provider agrees to continue to perform any of the Services after the applicable service period, the Parties shall negotiate in good faith the terms and conditions of such continued Services, including the applicable fees. Unless otherwise agreed to by the Parties, the Services Schedules, as applicable, shall be deemed to be amended by the extension of any such service period, and the Services provided thereunder shall be subject in all respects to the provisions of this Agreement for the duration of the agreed-upon extension period.

(d) The following terms, and their singular or plural, used in this Agreement shall have the respective meanings set forth below:

(i) “Provider” shall mean Dover or Buyer or, as applicable, their respective Affiliates, as the case may be, that are providing Services (as such term is defined below) pursuant to this Agreement.

(ii) “Recipient” shall mean Dover or Buyer, or, as applicable, their respective Affiliates, as the case may be, that receive Services pursuant to this Agreement.

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(iii) “Services” shall mean the Dover Provided Services or the Buyer Provided Services, all of which are set forth on Exhibits [—] through [—] hereto (collectively, the “Services Schedules”).

Section 1.2 Additional Services. During the Term (as such term is defined below), if one Party desires the other Party or any of its Affiliates to perform or cause to be performed a service that is not included on the then current Services Schedules (a “Requested Service”), such Party shall deliver a written notice to the other Party requesting the Requested Service, which notice shall include the proposed specification for such service in the form of a Services Schedule. The Parties shall negotiate the terms and conditions of each Requested Service in good faith. After any Requested Service has been agreed upon pursuant to this Section 1.2 and the related specification in respect thereof has been memorialized in writing and executed by both Parties, the Services Schedules shall be deemed to be amended by the addition of such specification, and such service shall thereupon be deemed to be a Dover Provided Service or a Buyer Provided Service, as applicable, hereunder.

Section 1.3 Cooperation. During the Term, the Parties will cooperate in good faith in all matters relating to the provision and receipt of the Services. Without limiting the generality of the foregoing, Recipient will use its commercially reasonable efforts to provide Provider in a timely manner with all information and access to facilities, equipment, systems and personnel required or reasonably requested by Provider in connection with providing the Services; provided, that (a) such access shall not interfere with the business or operations of Recipient or its Affiliates and (b) in connection therewith, Provider agrees to comply (or cause its Affiliates and any third parties engaged by Provider to comply) with Recipient’s policies, and to permit its personnel to be appropriately supervised or accompanied by Recipient’s personnel during such access.

Section 1.4 Limitations on Services. Notwithstanding anything contained herein to the contrary, including, for the avoidance of doubt, Section 1.1 and the Services Schedules:

(a) in providing the Services, in no event shall Provider be obligated to (i) maintain the employment of any specific employee or (ii) unless agreed otherwise or explicitly provided by the Service Schedules, acquire any specific equipment or Software, provided, that Provider shall otherwise remain responsible for the performance of the Services in accordance with this Agreement;

(b) Recipient acknowledges and agrees that the Services provided by Provider through third parties or using third party Intellectual Property may be subject to the terms and conditions of certain agreements between Provider and such third parties. In any such case, Provider shall (i) obtain any necessary consent from such third parties in order to provide such Services or (ii) if any such consent is not obtained, provide reasonably acceptable alternative arrangements to provide the relevant Services sufficient for Recipient’s purposes. Provider shall in all cases (except to the extent Recipient elects to terminate the Service) retain responsibility for (i) the provision to Recipient of Services to be performed by any third-party service provider or subcontractor or by any of Provider’s Affiliates and (ii) any third-party provider’s compliance with the confidentiality obligations specified in this Agreement;

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(c) Provider shall not be required to provide or cause to be provided any Service to the extent that the provision of such Service would require Provider or any of its respective officers, directors, employees, agents or representatives to violate any applicable Law; and

(d) Provider shall bear no responsibility or liability for any Losses arising out of any delay, inability to perform or interruption of its performance of Services under this Agreement (i) due to any acts or omissions of its respective Recipient in breach of the Recipient’s obligations under this Agreement or (ii) for events beyond its reasonable control, including, for the avoidance of doubt, acts of God, Governmental Entities or terrorism, or due to war, riot, civil commotion, insurrection, labor difficulty, severe or adverse weather conditions, lack of or shortage of electrical power, malfunctions of equipment or Software programs under maintenance agreements, or any other cause beyond the reasonable control of Provider where its performance is affected thereby (each, a “Force Majeure Event”); provided that Provider (a) as soon as reasonably practical following the occurrence of a Force Majeure Event, gives written notice to the Recipient of such event, including a description of the circumstances preventing its performance and of its plans and efforts to implement a work-around, and (b) uses commercially reasonable efforts to resume or restore performance as soon as reasonably practicable. The obligations of Provider seeking to be excused shall then be tolled for the duration of the Force Majeure Event to the extent that the Force Majeure Event prevents it from performing its obligations hereunder. Recipient shall have no obligation to pay any fees or other amounts to Provider, except for amounts already due and owed to the Provider, for so long as Provider is unable to Provide the Services in compliance with this Agreement.

ARTICLE II

Section 2.1 Responsibility for Wages and Fees. For such time as any employees of Provider or any of its Affiliates are providing the Services to Recipient under this Agreement, (a) such employees will remain employees of Provider or such Affiliate, as applicable, and shall not be deemed to be employees of Recipient for any purpose, and (b) Provider or such Affiliate, as applicable, shall be solely responsible for the payment and provision of all wages, bonuses and commissions, employee benefits, including severance and worker’s compensation, and the withholding and payment of applicable Taxes relating to such employment.

Section 2.2 Compensation. Provider shall submit to Recipient a monthly invoice within thirty (30) days following the end of each month for Services provided to Recipient during such month, in each case in accordance with the fee structure specified in the applicable Services Schedule for each such Service. In the event that Recipient terminates any Service in accordance with this Agreement prior to the end of a monthly period and the applicable fee is not based on usage, amounts due with respect to any such terminated Service shall be appropriately pro rated and reduced to reflect such shortened period during which such Service was provided hereunder.

Section 2.3 Payment. Provider’s invoices for each month shall be paid in full by Recipient by wire transfer of immediately available funds, in each case within thirty (30) days following receipt of the applicable invoice, and any late payments thereof shall carry interest on

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the amount due pursuant to such invoice from (but not including) the date on which such amount was payable at eight percent (8%) compounded monthly up to (and including) the actual date of payment.

ARTICLE III

Section 3.1 Term; Termination.

(a) Subject to the further provisions of this Article III and except as expressly provided in the Services Schedules with respect to any specific Service, the term of this Agreement shall continue until all Services are rendered in accordance with the Services Schedules (the “Term”).

(b) Recipient may terminate any individual Service on a Service-by-Service basis (and/or location-by-location basis where an individual Service is provided at multiple locations of Provider) upon prior written notice to Provider identifying the particular Service (or location) to be terminated and the effective date of termination, which date shall in all cases be after the expiration of the required termination notice period specified on the applicable Services Schedule.

(c) This Agreement may be terminated as to all of the Buyer Provided Services prior to the expiration of the Term as set forth in Section 3.1(a), upon written notice by Buyer, if Dover commits a material breach of any provision of this Agreement and such material breach continues for a period of thirty (30) days following a written request by Buyer to cure such breach.

(d) This Agreement may be terminated as to all of the Dover Provided Services prior to the expiration of the Term as set forth in Section 3.1(a), upon written notice by Dover, if Buyer commits a material breach of any provision of this Agreement and such material breach continues for a period of thirty (30) days following a written request by Dover to cure such breach.

Section 3.2 Further Actions. Following any termination of this Agreement, Provider shall cooperate in good faith with Recipient to transfer applicable records and take all other actions reasonably requested by Recipient to enable Recipient to make alternative arrangements for the provision of services substantially consistent with the Services provided pursuant to this Agreement.

Section 3.3 Effect of Termination. In the event that this Agreement or a particular Service is terminated or expires, as applicable:

(a) Provider shall immediately cease providing the applicable Services, and Recipient shall, and shall cause its Affiliates to, cease using such Services.

(b) Subject to any applicable Law, upon request, each Party shall, and shall cause its Affiliates and third parties (subject to the terms of such Party’s agreements with such

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third parties) retained by such Party or Affiliates to, return to the other Party or, at the direction of the other Party, destroy (and certify to the destruction of, such certification to be signed by an officer of such Party and state the date on which destruction was completed), all of the other Party’s and its Affiliates’ Confidential Information and, in the case of Buyer, its Proprietary Information, and all tangible personal property and books, records or files, including any current or archived electronic copies or backups, in each case as provided by such other Party or its Affiliates and third parties and used in connection with the provision of Services that are in their possession as of the termination date.

(c) The following provisions shall survive the termination of this Agreement: this Section 3.3(c), Sections 6.4 and 6.5 and Article IV.

ARTICLE IV

Section 4.1 Indemnification by Dover. Dover shall indemnify and hold harmless each Buyer Indemnified Party from and against all Losses incurred by such Buyer Indemnified Party arising from (a) any violation of Law, gross negligence or willful misconduct by Dover or its Affiliates or any of Dover’s or its Affiliates’ employees in providing Services hereunder, except to the extent that such employees were acting in accordance with specific written instructions from Buyer or its Affiliates, and (b) the provision of Services by Buyer or its Affiliates hereunder, except as set forth in Section 4.2(a).

Section 4.2 Indemnification by Buyer. Buyer shall indemnify and hold harmless each Dover Indemnified Party from and against all Losses incurred by such Dover Indemnified Party arising from (a) any violation of Law, gross negligence or willful misconduct by Buyer or its Affiliates or any of Buyer’s or its Affiliates’ employees in providing Services hereunder, except to the extent that such employees were acting in accordance with specific instructions from Dover or its Affiliates, and (b) the provision of Services by Dover or its Affiliates hereunder, except as set forth in Section 4.1(a).

Section 4.3 Indemnification Claims. Any claim for indemnification under this Section 4, including any claim in respect of a Third Party Claim, shall be governed by and subject to the terms and conditions of Sections 9.3, 9.4, 9.5 and 9.6 of the Purchase Agreement, which provisions are incorporated by reference herein.

Section 4.4 Exclusive Remedy. Except as provided in the Purchase Agreement and for rights expressly provided in Sections 2.4 and 6.13, the indemnification provisions of this Article IV shall be the sole and exclusive remedy with respect to the consummation of the transactions contemplated by this Agreement, regardless of whether claims arise in contract, tort, breach of warranty or any other legal or equitable theory.

ARTICLE V

Section 5.1 Notices. All notices, requests, demands and other communications under this Agreement shall be given in writing and shall be deemed given or made when personally delivered, when sent by telecopier transmission to the number below (with confirmation of

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(a) If to Buyer, to:


		[ADDRESS]
		Facsimile:		[—]
		Attention:		General Counsel

		with a copy, which shall not constitute notice, to:



		Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP
		00 Xxxxx Xxxxxx
		Xxxxxx, XX 00000
		Facsimile:		(000) 000-0000
		Attention:		Xxx X. Xxxxxxxxx, Esq.

(b) If to Dover, to:


		Dover Printing & Identification, Inc.
		0000 Xxxxxxxx Xxxxxxx
		Xxxxxxx Xxxxx, XX 00000
		Facsimile:		[—]
		Attention:		Xxxx Xxxxxxx

		with copies, which shall not constitute notice, to:

		Dover Corporation
		0000 Xxxxxxxx Xxxxxxx
		Xxxxxxx Xxxxx, XX 00000
		Facsimile:		[—]
		Attention:		General Counsel

		and

		Sidley Austin LLP
		Xxx Xxxxx Xxxxxxxx Xxxxxx
		Xxxxxxx, XX 00000
		Facsimile:		(000) 000-0000
		Attention:		Xxxx X. Xxxx

or to such other Person or address as either Party shall have specified by notice in writing to the other Party pursuant to this Section 5.1.

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ARTICLE VI

Section 6.1 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ANY AND ALL REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT, INCLUDING WARRANTIES WITH RESPECT TO MERCHANTABILITY, OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF ANY SOFTWARE OR HARDWARE PROVIDED HEREUNDER, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. NOTHING IN THIS AGREEMENT IS INTENDED TO LIMIT ANY RIGHTS OR REMEDIES OF EITHER PARTY UNDER THE PURCHASE AGREEMENT.

Section 6.2 Relationship of the Parties. The Parties declare and agree that each Party is engaged in a business that is independent from that of the other Party and Provider shall perform its obligations solely as an independent contractor for Recipient. It is expressly understood and agreed that nothing contained herein is intended to create an agency relationship, or a partnership or joint venture. Neither Party is an agent or employee of the other. Neither Party has authority to represent the other Party as to any matters, except as specifically authorized herein or in writing by the other Party from time to time.

Section 6.3 Assignment. Neither Party shall assign, transfer or encumber this Agreement, or its rights or obligations hereunder, in whole or in part, voluntarily or by operation of Law, without the prior written consent of the other Party, and any attempted assignment, transfer or encumbrance without such consent shall be void and without effect.

Section 6.4 Confidentiality. With respect to any information disclosed by one Party to another Party for the purpose of this Agreement or otherwise accessible to such other Party during the performance of its obligations hereunder (any such information, the “Confidential Information”), the receiving Party agrees that it will use at least that degree of skill and care that it would exercise in similar circumstances in carrying out its own business to prevent the disclosure or accessibility to others of the disclosing Party’s Confidential Information (but in no event less than a reasonable degree of skill and care) and will, and will cause its Affiliates and any third-party provider to, use such Confidential Information only for the purpose of performing its obligations under this Agreement. Neither Party shall, and neither Party shall permit its Affiliates or any third-party provider to, disclose, publish, release or otherwise make available to any Person the Confidential Information of the other Party. The receiving Party shall limit dissemination of and access to the other Party’s Confidential Information to only such of its employees who have a need to know such information in connection with the performance of Services under this Agreement. Further, the receiving Party agrees that upon written notice from the disclosing Party, the receiving Party will promptly redeliver to the disclosing Party the Confidential Information of the disclosing Party without retaining any copies thereof; provided, that any portion of the Confidential Information which consists of analyses, compilations or studies shall be destroyed upon the disclosing Party’s request (with such destruction to be certified by an officer of the receiving Party and state the date on which destruction was

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completed). Specifically excluded from the foregoing obligation is any and all information that (i) is independently developed by the receiving Party without reference to or reliance on the disclosing Party’s Confidential Information or breach of this Agreement or (ii) is already in the public domain at the time of disclosure or thereafter becomes publicly known other than as the result of a breach by the receiving Party (or third parties receiving through such Party) of its obligations under this Agreement or any other confidentiality obligation under another binding agreement between the Parties. Either Party may disclose the Confidential Information of the other Party solely to the extent that, upon the reasonable advice of counsel, such Confidential Information must be produced by the receiving Party as a matter of Law; provided, that in such case the receiving Party shall promptly notify the disclosing Party and, insofar as is permissible and reasonably practicable without placing the disclosing Party under violation of Law, give it an opportunity to appear and to object to such production before producing the requested information.

Section 6.5 Proprietary Information. All rights, title and interest in and to any software, technology, data or other proprietary information of the Acquired Businesses (“Proprietary Information”) shall remain exclusively with Buyer and the Acquired Companies, and no rights therein are conveyed to Dover, its Affiliates or their respective directors, officers, employees, agents, independent contractors or consultants under the terms of this Agreement. Any and all deliverables or other work product created by or on behalf of Buyer or the Acquired Companies pursuant to this Agreement (“Work Product”) shall be deemed to be “work made for hire” under the copyright laws of the United States and shall be owned solely and exclusively by Buyer. To the extent any rights in or to such Work Product do not vest in Buyer or the Acquired Companies as a matter of Law, Dover hereby, on its behalf and on behalf of its Affiliates, irrevocably assigns to Buyer and the Acquired Companies all such rights, including all intellectual property rights. All Work Product shall be deemed Proprietary Information and Confidential Information for purposes of this Agreement. Dover shall not, and shall cause its Affiliates not to, access, use or disclose to any third party any Proprietary Information without the prior written consent of Buyer.

Section 6.6 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable Law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Section 6.7 Parties in Interest; No Third Party Beneficiaries. This Agreement shall be binding upon, inure to the benefit of, and be enforceable only by the Parties and their respective permitted successors and permitted assigns, and shall not confer any rights or remedies upon any other Person.

Section 6.8 Governing Law; Jurisdiction; WAIVER OF JURY TRIAL. This Agreement and all matters arising out of or relating to this Agreement (including this Agreement’s interpretation, construction, performance and enforcement) shall be construed and

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interpreted according to the Laws of the State of Delaware, excluding any choice of law rules that may direct the application of the Laws of another jurisdiction. This Agreement shall be construed and interpreted in accordance with the English language only, which language shall be controlling in all respects. No translation, if any, of this Agreement shall have any force or effect in the interpretation hereof or in the determination of the intent of the Parties hereunder. Each Party stipulates that any dispute shall be commenced and prosecuted in its entirety in, and consents to the exclusive jurisdiction and proper venue of, the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware, and each Party and Parent consents to personal and subject matter jurisdiction and venue in any such court and waives and relinquishes all right to attack the suitability or convenience of any such venue or forum by reason of their present or future domiciles, or by any other reason. The Parties acknowledge that all Orders issued by the forum court will be binding and enforceable in all jurisdictions and countries. Without limiting any other means of service, each Party agrees that service of any process, summons, notice or document with respect to any Proceeding may be served on it in accordance with the notice provisions set forth in Section 5.1. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 6.9 Executed in Counterparts. This Agreement may be executed by facsimile signatures (including PDF, TIFF, JPEG, and BMP files) and in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 6.10 No Strict Construction. Notwithstanding the fact that this Agreement has been drafted or prepared by one of the Parties, each Party confirms that both it and its counsel have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the Parties. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

Section 6.11 Entire Agreement. This Agreement (including the Services Schedules and any other attachments to this Agreement) and the Purchase Agreement constitute the entire agreement between the Parties, and supersede all prior agreements and understandings, oral and written, between the Parties, with respect to the subject matter hereof, and there are no conditions to this Agreement that are not expressly stated in this Agreement.

Section 6.12 Amendments and Waivers. Except as set forth in Sections 1.1(a), 1.1(c) and 1.2, no modifications, amendments or supplements to this Agreement shall be valid and binding unless set forth in a written agreement executed and delivered by both Parties. No waiver by any Party of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed and delivered by the Party so waiving. Except as provided in the preceding sentence, no action taken or omitted shall be deemed to constitute a waiver by the Party taking or omitting such action of compliance with any covenants or agreements contained in this Agreement or any other document or instrument executed and delivered pursuant hereto. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

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Section 6.13 Specific Performance. Each of the Parties agrees that irreparable damage would occur in the event that any of the provisions of this Agreement to be performed by Buyer or Dover were not performed in accordance with their specific terms or were otherwise breached. Accordingly, prior to any termination of this Agreement pursuant to the terms hereof, each Party shall be entitled to specific performance of the terms hereof, including an injunction or injunctions and any other equitable relief to prevent breaches of this Agreement by the other Party, and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware, this being in addition to any other remedy to which such party is entitled at law or in equity. Buyer and Dover hereby waive (i) any defense in any action for an injunction, specific performance and other equitable relief that a remedy at law would be adequate and (ii) any requirements of applicable Law to post security as a prerequisite to obtaining equitable relief.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers as of the date first written above.


LTX-CREDENCE CORPORATION

By:
Name:
Title:

DOVER PRINTING & IDENTIFICATION, INC.

By:
Name:
Title:

[Transition Services Agreement]

EXHIBIT A-1

ECT-USA Provides Professional Human Resource Services to DEK USA, Inc. and DEK USA Logistics, Inc.


Provider:		ECT Pomona or DEK USA, Inc. and DEK USA Logistics, Inc. - See “description of services” below

Provider Contact:		Xxx Xxxxxx, Xxxxxxx Xxxxxxx Technologies, 000 X Xxxxxxxx Xxx , Xxxxxx , XX 00000, XXX Xxx Xxxxx, HR Manager, Xxxxxxx Xxxxxxx Technologies, 0000 Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxx, XX 00000, XXX

Recipient:		DEK USA, Inc. and DEK USA Logistics, Inc. or ECT Pomona - See “description of services” below

Recipient Contact:		Xxxxx Xxxxx, General Manager DEK USA, 0000 Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxx, XX 00000, XXX Xxxxx Xxxxx, Director of HR, DEK Printing Machines Ltd, 00 Xxxxxx Xxxx, Xxxxxxxx, XX0 0XX, XX.

Description of Service:		Provision of professional HR services (based on 2.5 day/ week commitment.). DEK and ECT have agreed that DEK is going to be making an offer to Xxx Xxxxx to become a DEK employee. If she accepts, she will need to provide transitions services to ECT under this TSA agreement. If she declines and stays with ECT, She will need to provide transition services to DEK.

Service Period:		No longer than 6 months post-closing

Termination Notice Period:		30 Days

Fee Structure:		Based on annual fee of $50,000 per annum, billed at $4,167 per month for any part of a month

EXHIBIT A-2

DEK UK Providing Pay and Benefits Services to ECT-ST and ECT-ET Employees


Provider:		DEK Printing Machines UK and DEK Northern Europe

Provider Contact:		Clare Del Xxxxx (UK HR Manager), DEK Printing Machines Ltd, 00 Xxxxxx Xxxx, Xxxxxxxx, XX0 0XX, XX. Xxxxx Xxxxx (Director of HR), DEK Printing Machines Ltd, 00 Xxxxxx Xxxx, Xxxxxxxx, XX0 0XX, XX.

Recipient:		ECT-ST and ET employees in UK

Recipient Contact:		Xxx Xxxxxx, Xxxxxxx Xxxxxxx Technologies, 000 X Xxxxxxxx Xxx , Xxxxxx , XX 00000, XXX Xxxxxx Xxxxxxxxx, Director Global Human Resources, Multitest Elektronische Systeme GmbH, Äußere Xxxxxxxxxxxxx 0, 00000 Xxxxxxxxx, Xxxxxxx.

Description of Service:		Provision of all local pay and relevant benefits associated with employment in UK. Reimbursement of Travel and Subsistence expenses

Service Period:		No longer than 6 months post-closing

Termination Notice Period:		30 Days

Fee Structure:		Cost of provision of all salary and benefits to ECT employees + 5%

EXHIBIT A-3

DEK GmbH providing professional HR Support Services to ATG-LM GmbH


Provider:		DEK GmbH

Provider Contact:		Stefan Odrazka, FC GmbH, Xxxxxxx-Xxxxx-Xxx. - 00, 00000 Xxx Xxxxxx, Xxxxxxx Xxxxx Xxxxx, Director of HR, DEK Printing Machines Ltd, 00 Xxxxxx Xxxx, Xxxxxxxx, XX0 0XX, XX.

Recipient:		ATG-LM GmbH

Recipient Contact:		Xxx Xxxxxx, ECT VP HR, ECT, 000 X. Xxxxxxxx Xxx., Xxxxxx, XX 00000, XXX Xxxxxx Xxxxxxxxx, General Manager, ECT Europe, atg-LM, Xxx Xxxxxx 0, X-00000 Xxxxxxxx, Xxxxxxx

Description of Service:		Provision of professional HR services (based on 2.5 day/ week commitment) to ATG-LM managers/ employees based from the ATG-XX Xxxxxxxx office location.

Service Period:		No longer than 6 months post-closing

Termination Notice Period:		30 Days

Fee Structure:		€32,268 per year billed as €2,689 per month for any part of a month.

EXHIBIT A-4

Icon Hosts an atg-LM Employee


Provider:		Icon Technology Company Ltd

Provider Contact:		Xxxxxx Xxx, Head of HR for DTGS and DEK Asia, The West of the 0X, 0xx xxxxxxxx, Xxxxxxx Xxxxxxxxxx Xxxx, 0 Xxxxxxx Xxxx, Xxx Xxxxx 67th Area, Boa’an Xxxxxxxx, Xxxxxxxx, Xxxxxxxxx, 000000, PRC

Recipient:		ATG Luther & Maelzer GmbH

Recipient Contact:		Xxx Xxxxxx, Xxxxxxx Xxxxxxx Technologies, 000 X Xxxxxxxx Xxx, Xxxxxx , XX 00000, XXX Juergen Szeitszam cc Xxxxxx Xxxxxxxxx (CFO) Zum Xxxxxx 0 00000 Xxxxxxxx-Xxxxxxxxxxxx Xxxxxxx

Description of Service:		Icon hosts and pays the payroll and provides key employee benefits to one atg-LM person.

Service Period:		No longer than 6 months post-closing

Termination Notice Period:		30 Days

Fee Structure:		Actual “costs” associated with providing pay and benefits to employees + 7.5%

EXHIBIT X-0

XXX-XX Xxxxxx Providing Payroll and Benefits to DEK Employees in Taiwan


Provider:		ATG-LM Taiwan

Provider Contact:		Xxxxx Xxx, CFO, ECT Singapore, BLK 000 Xxxxxxx Xxx, #00-00/00, Xxxxxxxxx 000000 Xxxxxxx Xxx, Finance Manager, atg-LM/TSL Taiwan, Xx. 00, Xxxx Xxxxx-Xxxxx Xxxx, Xx Xxx Xxxxxx, Taoyuan, Taiwan

Recipient:		DEK Employees in Taiwan/ DTG International, GmbH

Recipient Contact:		Xxxxxx Xxx, Head of HR for DTGS and DEK Asia, The West of the 0X, 0xx xxxxxxxx, Xxxxxxx Xxxxxxxxxx Xxxx, 0 Xxxxxxx Xxxx, Xxx Xxxxx 67th Area, Boa’an District, Shenzhen, Guangdong, 518101, PRC Peland Koh Director EA Business, 000X Xxxxxxxxxxxx Xxxxx #00-00, Xxxxxxxxx Xxxxx Xxxxx, Director of HR, 00 Xxxxxx Xxxx, Xxxxxxxx, XX0 0XX, XX.

Description of Service:		Provision of all local pay and relevant benefits associated with employment of DEK employees in Taiwan.

Service Period:		No longer than 6 months post-closing

Termination Notice Period:		30 Days

Fee Structure:		Cost of provision of all salary and benefits to DEK employees + 7.5%

Note that any pension liabilities and severance liabilities related to the DEK employees will not be a continuing liability of atg-LM Taiwan.

EXHIBIT A-6

Exercise of Dover Stock Options and SSARS


Provider:		ECT Singapore; Multitest e.s. GmbH; Xxxxxxx Xxxxxxx Technologies, Inc.; and Multitest Singapore

Provider Contact:		Buyer will provide a contact for each entity post-closing

Recipient:		Dover Corporation

Recipient Contact:		Xxx Xxxxxx

Description of Service:		Reporting of and payment to appropriate local Government agency for tax consequences of exercise of stock option/SSARS exercise of Dover shares

Service Period:		Twelve months from closing date

Termination Notice Period:		N/A

Fee Structure:		See description below

Attached is a complete schedule of the outstanding Stock Options (SO’s) and SSARS granted by Dover Corporation (“Dover”) to certain ECT and MT employees that will be eligible to vest and be exercised for a period not to exceed 12 months from the closing date in accordance with the terms of Dover’s equity compensation plan (the “Plan”). The process for exercising and properly reporting the employee and employer tax consequences will be as follows:

An employee properly exercises his/her eligible SO’s or SSARS by notifying Dover in accordance with the Plan terms.

Dover will calculate the amount of compensation resulting from the exercise and notify the appropriate ECT/MT employer as listed on the attached schedule.

The ECT/MT employer will calculate the amount of employee taxes which needs to be withheld from the exercise value and will determine the amount (if any) of any employer taxes associated with the exercise and report these two separate amounts to Dover.

Dover will calculate the number of shares to be remitted, net of the employee withholding taxes and remit such shares to the individual.

Dover will remit cash equal to the employee withholding obligation and the employer taxes to the appropriate ECT/MT employer.

The ECT/MT employer with be responsible for remitting any and all taxes related to reporting the exercise of the SO’s or SSARS and any other informational returns required to be filed.

EXHIBIT A-7

Multitest Penang Hosts 9 DEK Employees


Provider:		Multitest Electronic Systems (Penang) Sdn. Bhd

Provider Contact:		Xxxxx Xxxx, HR Manager, Multitest Electronic Systems (Penang) Sdn.Bhd, Xxxx 000, Xxxxx Xxxxx Xxxx Xxxxx Xxxx, Xxxxx 1, Jalan Sultan Azlan Shah \| 00000 Xxxxxx \| Malaysia Email:x.xxxx@xxxxxxxxx.xxx Loh Kiam Hong (Finance Manager)

Recipient:		DEK Employees based in Malaysia/ DTG International, GmbH

Recipient Contact:		Xxxxxx Xxx, Head of HR for DTGS and DEK Asia, The West of the 0X, 0xx xxxxxxxx, Xxxxxxx Xxxxxxxxxx Xxxx, 0 Xxxxxxx Xxxx, Xxx Xxxxx 67th Area, Boa’an District, Shenzhen, Guangdong, 518101, PRC Peland Koh Director EA Business, 000X Xxxxxxxxxxxx Xxxxx #00-00, Xxxxxxxxx Xxxxx Xxxxx, Director of HR, 00 Xxxxxx Xxxx, Xxxxxxxx, XX0 0XX, XX.

Description of Service:		Multitest Penang hosts and pays the payroll/ provides the main benefits to DEK employees based and working in Malaysia.

Service Period:		No longer than 6 months post-closing

Termination Notice Period:		30 Days

Fee Structure:		Cost of provision of all salary and benefits to DEK employees + 5%

EXHIBIT A-8

Multitest Philippines Hosts 2 DEK Employees


Provider:		Multitest Electronic Systems (Philippines) Corporation

Provider Contact:		Xxxx Xxxxx Lan, Finance Manager, Multitest Singapore, xx.xxxx@xxxxxxxxx.xxx 00 Xxxx Xxxxx Xxxx 0, Xx.00-00/00 Xxxxxxxx,. Xxxxxxxxx 000000. tel: (00)-0000 0000

Recipient:		DEK employees based and working from Philippines/ DTG International, GmbH

Recipient Contact:		Xxxxxx Xxx, Head of HR for DTGS and DEK Asia, The West of the 0X, 0xx xxxxxxxx, Xxxxxxx Xxxxxxxxxx Xxxx, 0 Xxxxxxx Xxxx, Xxx Xxxxx 67th Area, Boa’an District, Shenzhen, Guangdong, 518101, PRC Peland Koh Director EA Business, 000X Xxxxxxxxxxxx Xxxxx #00-00, Xxxxxxxxx Xxxxx Xxxxx, Director of HR, 00 Xxxxxx Xxxx, Xxxxxxxx, XX0 0XX, XX.

Description of Service:		Multitest Philippines hosts and pays the payroll and provides key employee benefits to 2 DEK employees

Service Period:		No longer than 6 months post-closing

Termination Notice Period:		30 Days

Fee Structure:		Actual “costs” associated with providing pay and benefits to employees + 7.5%

EXHIBIT A-10

ECT–Singapore providing Payroll and Benefits to DEK Employees residing/ working in Singapore


Provider:		ECT Singapore

Provider Contact:		Xxxxx Xxx, CFO, ECT Singapore, XXX 000 Xxxxxxx Xxx, #00-00/00, Xxxxxxxxx 000000

Recipient:		DEK Employees in Singapore

Recipient Contact:		Xxxxxx Xxx, Head of HR for DTGS and DEK Asia, The West of the 0X, 0xx xxxxxxxx, Xxxxxxx Xxxxxxxxxx Xxxx, 0 Xxxxxxx Xxxx, Xxx Xxxxx 67th Area, Boa’an District, Shenzhen, Guangdong, 518101, PRC Peland Koh Director EA Business, 000X Xxxxxxxxxxxx Xxxxx #00-00, Xxxxxxxxx Xxxxx Xxxxx, Director of HR, 00 Xxxxxx Xxxx, Xxxxxxxx, XX0 0XX, XX.

Description of Service:		Provision of all local pay and relevant benefits associated with employment in Singapore.

Service Period:		No longer than 6 months post-closing

Termination Notice Period:		30 Days

Fee Structure:		Cost of provision of all salary and benefits to DEK employees + 5%

EXHIBIT A-11

ECT Singapore Providing Accounting Services to DEK Division of Dover Asia Trading


Provider:		ECT Singapore

Provider Contact:		Lim Chin Whay

Recipient:		DEK Division of Dover Asia Trading

Recipient Contact:		So-Xxxx Xxx and Xxxxx Pay

Description of Service:		Accounting services to the DEK Division of Dover Asia Trading: • Transaction processing in new CCN in Glovia; AP, Payroll, AR, GL Journals • Bank account and other balance sheet reconciliations • Month End close • Khalix reporting

Service Period:		No longer than 6 months post-closing

Termination Notice Period:		30 Days

Fee Structure:		US$4,500 per month

EXHIBIT X-00

Xxxxx Xxxxx Hosts 10 MT Employees


Provider:		Dover China

Provider Contact:		Xxxxxx Xxxx XXXX@XxxxxXxxx.XXX

Recipient:		Multitest Puxi

Recipient Contact:		Xxxx Xxxxx Lan Tel: 0000000000, email: xx.xxxx@xxxxxxxxx.xxx

Description of Service:		Dover China hosts 10 MT employees

Service Period:		No longer than 6 months post-closing

Termination Notice Period:		30 Days

Fee Structure:		Cost + 5%

EXHIBIT A-14

Dover Southeast Asia (Thailand) Ltd. Hosts 5 MT and 5 ECT Employees


Provider:		Dover Southeast Asia (Thailand) Ltd.

Provider Contact:		Wichai Wongwareetip, General Manager Dover Southeast Asia (Thailand) Ltd. 000/0, Xxxxxxx Square, room A540, Xxxx 0 xxxx, Xxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxx 00000. Thailand Tel: +66 0 000- 0000, fax: x00 0 000-0000, cell: x00 00 000-0000 xxxxxx.xxxxx@xxxxxxxx.xx.xx

Recipient:		MT Singapore

Recipient Contact:		Choon Xxx Xxxx, Finance Controller Multitest Electronis Systems Asia 00 Xxxxx Xxxx 0, 00-00/00 Xxxxxxxx Xxxxxxxxx 000000 Tel: + 00 0000-0000, Fax: + 00 0000-0000, DID: + 65 6848-0886 xx.xxxx@xxxxxxxxx.xxx

Description of Service:		Dover Southeast Asia (Thailand) Ltd. hosts and pays the payroll of 5 MT employees and 5 ECT Employees

Service Period:		No longer than 6 months post-closing

Termination Notice Period:		30 Days

Fee Structure:		Total Cost plus 5% xxxx up

EXHIBIT X-00

Xxxxx Xxxxx Hosts 3 MT and 1 ECT Employees


Provider:		Dover India

Provider Contact:		Xxxxxx Xxxxx; Dover India Pvt Ltd.; xxxxxxxxxxx@xxxxxxxxx.xx.xx; x00-00-00000000

Recipient:		MT Germany ECT Singapore

Recipient Contact:		Xxxx Xxxxxx, Manager Finance Phone: + 49 / 8031 / 406-119 Fax: + 49 / 8031 / 406-480 x.xxxxxx@xxxxxxxxx.xxx Multitest elektronische Systeme GmbH Aeussere Xxxxxxxxxxxxx 0 \| X-00000 Xxxxxxxxx xxxx://xxx.xxxxxxxxx.xxx Lim Chin Whay, Financial Controller Phone: + 00 0000 0000 Fax: + 00 0000 0000 xxxxx@xxxxxxx.xxx Xxxxxxx Xxxxxxx Technologies 000, Xxxxxxx Xxx, #00-00/00, Xxxxxxxxx 000000

Description of Service:		Dover India hosts and pays the payroll of 3 MT employees and 1 ECT employee

Service Period:		Until April 30^th 2014

Termination Notice Period:		30 Days


Fee Structure:	name	cost [USD/month]		Service period

	Xxxxxxx, Xxxxxxxxxxxxxx		5200,-	up to April 30, 2014

	Xxxx, Xxxxxxxx		3800,-	up to April 30, 2014

	Xxxxx, Xxxx		900.-	up to April 30, 2014

	Pradeep, Kumar		877.-	up to April 30, 2014

	Plus 10% of resources cost for team lead (general administration, performance appraisals, trainings and other daily ongoing issues)

EXHIBIT X-00

Xxxxx Xxxxxxxxxxx Hosts 1 MT Employee


Provider:		Dover Netherlands via Hulsbos and Xxxxx (tax and accounting service)

Provider Contact:		Xxx Xxxxxxx; Loire 182-184; 0000 Xxx Xxxx, XX; Tel.: x00 (0) 000000000; email: xxx.xxxxxxx@xxxxxxxxxxxx.xx

Recipient:		Multitest elektronische Systeme GmbH

Recipient Contact:		Xxxxxx Xxxxxxx; Human Resources; Äußere Oberaustr. 4; 83026 Rosenheim, Ger; Tel.: x00 (0) 0000 000000; email: x.xxxxxxx@xxxxxxxxx.xxx

Description of Service:		Dover Netherlands hosts and pays the payroll of 1 MT sales employee via external Tax and Accounting service provider Hulsbos and Xxxxx

Service Period:		No longer than 6 months post-closing

Termination Notice Period:		30 Days

Fee Structure:		Gross income + service fee: annually approx.. 125 k €.

EXHIBIT A-18

ECT Pomona to Support DEK USA Sales Tax services


Provider:		ECT, Pomona (So. Calif)

Provider Contact:		Xxxxxx Xxxxxx

Recipient:		DEK USA

Recipient Contact:		Xxx Xxxxxxxx and Hong Thov

Description of Service:		Provide all Sales Tax related services to DEK USA, Santa Clara, CA: 1) Prepare and file the returns 2) Process the sales payments and record in GL 3) Reconcile the sales tax related GL accounts, quarterly 4) Other, relevant to sales tax

Service Period:		No longer than filing all 2013 returns by Jan 31, 2014.

Termination Notice Period:		30 Days

Fee Structure:		$1,500 per month

EXHIBIT A-19

ATG Taiwan MIS hosting


Provider:		ATG Taiwan

Provider Contact:		ATG division of ECT - Xxxx Xxxxxx (CIO)

Recipient:		DTG International GmbH and associated DEK entities

Recipient Contact:		Xxx Xxxxxxxx (CIO DEK)

Description of Service:		Atg Taiwan currently host all the IT infrastructure for ‘DEK’ employees on this site. The service requirement includes • IT servers and associated hardware connecting the employees to DEK • IT support on site • Logically separate data stores and AD management

Service Period:		No longer than 6 months post-closing

Termination Notice Period:		30 days (required for AT&T MPLS provision under DEK contract into site for both physical and logical separation)

Fee Structure:		500 USD per month until termination.

EXHIBIT A-20

Dover Khalix Corporate Consolidation Package


Provider:		Dover Inc

Provider Contact:		Xxxxxx Xxxxxxxx

Recipient:		All Multitest and ECT Companies

Recipient Contact:		Xxxxx Xxx and Xxxxxx Xxxxxx

Description of Service:		Khalix is Corporate consolidation package for Dover, there are reporting requirements within the ECT and MT group that currently cannot be replicated without access to the Khalix package post closing. ECT and MT and all its associated reporting entities will require • Access to Khalix to upload monthly results and consolidate Group results • Reporting from Khalix • Dover corporate support around the package to ensure that we maintain communication for upgrades, patching and access control This will be a production environment only that uses the current version and structure of the existing DRS system (excluding non DTG companies). Dover would only be supporting the application for the first 6 months, and so it would be an additional $27,370 for renewing with Longview for an additional 6 months. This is for DRS only. DPLAN is not part of this agreement.

Service Period:		No longer than 12 months post-closing

Termination Notice Period:		30 days



Fee Structure:	1.	Longview license fee is fixed for the 6 month period at $23,000, (no shorter term pro-ration). If renewed for a second 6 month period the fee would be $23,000.

	2.	Maintenance fee for Longview at $4,370 for the full 6 month period. If renewed for a second 6 month period the fee would be $4,370.

	3.	Dover Support of Application $35,000 for 6 months (This includes security/passwords, monthly rollover, hosting, backups, and end user support). This service is not renewable beyond the 6 month period.

EXHIBIT A-21

Multitest Santa Xxxxx Sub-Leasing 0000 Xxxxxxx Xx., Xxxxx Xxxxx, to DEK USA

IT support


Provider:		Multitest Santa Xxxxx

Provider Contact:		Xxx XxXxxxx

Recipient:		DEK USA

Recipient Contact:		Xxx Xxxxxxxx and Xxxxx Pay

Description of Service:		DEK USA are moving employees between MT sites. During this transition process we will require support until we can fully transition over to DEK infrastructure. This will/ may include • Phone provision • Internet provision • Help with IT configuration of office and servers

Service Period:		All to be resolved within 60 days of office move

Termination Notice Period:		30 Days

Fee Structure:		Re-charge phone/ internet connection at cost

EXHIBIT A-22

DTGS Supports ECTS IT Connectivity


Provider:		DTGS

Provider Contact:		Xxx Xxxxxxxx (DEK CIO) Xxxxx Xxxxx (Asia Infrastructure Manager)

Recipient:		ECTS

Recipient Contact:		Xxxx Xxxxxx (ECT CIO)

Description of Service:		There are a range of services provided for infrastructure support for the ECT Shenzhen site. The following TSA defines what will be provided over the period to transition of these services into ECTS own facility Service 1 • Provision of WAN accelerators (Riverbed) and Firewalls (Checkpoint) and related management console access. Service 2 • Server room - the server room into the DTGS site will be available for hosting items of the ECTS infrastructure. Access will be given to approved individuals by the Asian Infrastructure Manager as and when required • Sharing of the network fibre core switches to facilitate the delivery of applications into the ECTS site Service 3 • Internet and MPLS connectivity into the ECTS site (currently a shared line) Service 4 • Infrastructure support and intelligent hands


Service Period:		Service 1 - 6 months Service 2 - 12 months for the hosting of servers and services within the DTGS server room (until the initial expiry of the ECTS lease within the ‘Shenzhen’ campus) Service 3 - 6 months for the MPLS and internet line (subject to the provision of AT&T into ECTS facility i.e. DTGS won’t cut service off subject to there being an active order with AT&T for the provision of this service independently to ECTS). Service 4 - available whilst hosting Services 1-3 above.

Termination Notice Period:		Service 1 - 30 days subject to the minimum service period of defined above Service 2 - 30 days subject to the minimum Service 3 - 30 days subject to above Service 4 - 30 days

Fee Structure:		Service 1 - US$100 per month Service 2 - Server room hosting - US$400 per month (discuss) Service 3 - MPLS - US$1500 per month or part thereof. Internet line - US$300 per month or part thereof Service 4 - US$100 per hour

EXHIBIT A-23

TSL MIS hosting of services


Provider:		TSL (Suzhou)

Provider Contact:		ATG division of ECT - Xxxx Xxxxxx (CIO ECT)

Recipient:		DTG International GmbH

Recipient Contact:		Xxx Xxxxxxxx (CIO DEK)

Description of Service:		TSL currently host all the IT infrastructure for ‘DEK’ employees on this site. This includes Short term • IT servers and associated hardware connecting the employees to DEK • IT support on site as per existing arrangement. • Logically separate data stores and AD management • Server Backup • Landline Service (Telephone) • Door control/Access system • Internet and MPLS lines into the office Long term Sharing server room will be covered under separate facility lease agreement TSA.

Service Period:		Short term - No longer than 6 months post-closing (6 months required for AT&T MPLS line into business) Long term - based on formal agreement for renting fully serviced server room

Termination Notice Period:		Short term 30 days (once adequate internet connectivity in)

Fee Structure:

Services other than MPLS line are covered in TSA (exhibit A-29-TSL Providing Facility Services to DEK’s Suzhou Technology Center in Suzhou)

For internet and MPLS lines TSL will invoice DTGS at the rate of 25% of the amounts billed by the vendor to TSL.

EXHIBIT A-23a

DEK Provides to TSL IT Management Support


Provider:		DEK/DTG

Provider Contact:		Xxx Xxxxxxxx (CIO DEK)

Recipient:		ATG-LM division of ECT

Recipient Contact:		Xxxx Xxxxxx (ECT), Xxxxxx Xxxxxxxxx (ATG-LM)

Description of Service:		TSL currently host the physical IT infrastructure for ECT, ATG-LM and DEK employees on this site. The site receives limited high level IT Support from the DEK/DTG IT team in Europe and in Shenzhen. In addition the Checkpoint Firewall, Riverbed Accelerator and LAN switches are owned by DEK/DTG. ATG-LM owns the Active Directory server but it is configured within the DEK domain. ATG-LM contracts for MPLS and Internet data connectivity and shares this connectivity with DEK The required services include Short term • Continued AD and network IT management support through the transition period while services are separated and independent high level IT support is staffed.

Service Period:		Short term - No longer than 6 months post-closing (6 months required for AT&T MPLS line into business)

Termination Notice Period:		Short term 30 days (once adequate internet connectivity)

Fee Structure:		$375 per month

EXHIBIT A-23b

TSL sublets part of Facility in Suzhou to DEK Suzhou Branch Office


Provider:		Test Solutions (Suzhou) Co., Ltd. (TSL)

Provider Contact:		Xxxx Xxxx

Recipient:		DTG Technology (Shenzhen) Co. Ltd. (DTG S)

Recipient Contact:		Xxxxx Xxxx

Description of Service:		1. Sub-lease to DTG S of the space occupied by DEK’s STC. 2. Electricity & Utilities 3. Facility Administration (see 1-5 below) 1) Security 2) One cleaning worker 3) Stationary 4) Copy machines 5) Drinking water and coffee

Service Period:		DEK Suzhou Branch office will attempt to enter into a separate lease with the landlord. In the event this is not possible, through to the expiry of TSL’s lease with the landlord - Aug 4^th , 2017

Termination Notice Period:		NA, either will have a separate lease or will participate until the end of the existing lease.

Fee Structure:		1. Monthly sub-lease rent of CNY37,032.41 from Aug 5^th, 2012 to Aug 4^th, 2015. CNY40,242.41 from Aug 5^th, 2015 to Aug 4^th, 2017 2. Electricity recharged to DTG S based on area. 3. Facility Administration. CNY6,600 per month ,to be reviewed every six months.

EXHIBIT A-24

Transition of ERP and related Services to ECT units by DEK


Provider:		DTGI
Provider Contact:		Xxx Xxxxxxxx (DEK CIO)

Recipient:		All ECT units utilizing Glovia at separation
Recipient Contact:		Xxxx Xxxxxx (ECT CIO)

Description of Service:		DEK presently hosts and provides core support services for the Glovia ERP and related ancillary systems/processes utilized by ECT businesses under the ‘DTG’ group of companies shared operating umbrella. The following TSA defines what will be provided over the Service period indicated during the transition of these services to independent provisioning and management by ECT/ATG-LM and their units. Service 1: Continued hosting of Glovia and its ancillary systems. The interfaces and services considered herein are broadly identified as: • Linux and support of Oracle database on DEK’s physical servers as well as general support from DEK Europe/Asia IT and help teams. Under this service, logically separate ‘environments’ will be created on existing architecture for the use of ECT and associated entities to ensure data confidentiality between users on the infrastructure until ECT standalone platform is created. • FTP services as existing and as related to the existing environment and bootstraps. • ODBC links as existing and as related to the existing environment and bootstraps. • Journal automation tools for data entry, as per the existing environment bootstraps. • General Glovia operating environments, as existing for business units (CCN’s, etc.) as per existing ECT and ATG_LM and sub-units.

• Client/Role setups as existing.

• External programs and customizations needed to support the existing environment, inclusive of source code where it is in DEK’s possession, to support maintenance thereof including Linux setup and support, and Linux based scripts as per the existing environment. This covers DEKs current scripts that support around the environment e.g. printer daemon, etc.

• Existing live and all existing data relating to ECT and ATG_LM units and subunits will remain available within the logically separate environment post transition and will also need to be copied across as part of the creation of the physically separate ECT standalone environment.

• Disaster recovery environment settings and setup information, as may be required during migration up to the point of ECT going live with an independent environment.

• Vertax interfaces as per the existing environment.

• Downloads and uploads will be the responsibility of ECT/ATG and DEK on their respective systems. (Note: This only relates to the ERP support and not to any reporting requirement detailed in a separate TSA.)

• Impromptu v7.03

• Ensure the transfer of licences which are owned by ECT

• Migrating any existing report templates needed by ECT or ATG-LM

• PUBLISHER interfaces as per the existing environment.

• Live and Test systems

• Support for underlying Xxxxxx xxxxxx & Oracle database relating to the PUBLISHER forms

• The commissioning and retirements of printers into and out of the ERP environment. ECT are responsible for the maintenance and support of the physical printer.

• Support, where appropriate & where resources allow for small customisations into the suite of forms used by ECT. Any changes performed by DEK in support of this will be tested and signed off by ECT prior to release.

• Storage and access to pdf’s will be maintained for ECT and its employees/consultants and continue to be copied to ECT server over the transition to the stand-alone environment

• DEK will provide limited support to the set-up of the RPSS screening process within the logically separate ECT environment.

• Interfaces to ECT specific ‘data pipelines’ as used to co-ordinate data with ECT’s external systems and other ECT ERP environments, but where ECT remains fully responsible for the pipelines and those other ERP environments itself. DEK is responsible for ensuring that the ERP system is capable to pick up the files off the ECT system.

• Any existing bank interfaces used by ECT or ATG-LM units.

Service 2: Maintain existing levels of client support to ECT and ATG-LM users from DEK IT staff in UK and elsewhere as per the attached table.

Service 3: Glovia ERP Systems Engineering support sufficient to maintain operation, recover from operating faults, etc. ECT will provide authorization for DEK support users to access the ECT information and schema’s (where appropriate), standard NDA’s will exist within the purchase agreement to cover such access.

Service 4: Liaison with Glovia International and the Glovia ‘CLARIFY’ support service. As the holder of the core system, Glovia requires that inquiries/communications with CLARIFY pass through DEK resources until such time as ECT/ATG-LM have a stand-alone environment and licensing.

Service 5: Cooperation with Glovia International, ECT hired consultants and ECT staff during the transition of the operating environment to a stand-alone fully independent ECT environment.



		Service 6: Reasonable cooperation with ECT and its employees/consultants with regard to understanding any customized code features for which ECT will need to take over support in the process of transition to a fully independent environment. In cases where such customizations were developed by external contractors, DEK will not block access to such contractors, as may be needed, for future ECT maintenance and support of the code. All of the above services to be delivered at the same level of timeliness and responsiveness that DEK is able to provide and does provide in running its own business, and representative of the level of support obtained under the Dover/DTG umbrella until separation. It is recognized that DEK does not and has not provided full 24/7 coverage and that ECT/ATG-LM need to be simultaneously developing an independent support team. ECT and ATG-LM are responsible for obtaining Glovia, Oracle and related server licensing as well as client licensing as this is not transferable from DEK.

Service Period:		Services 1 through 6 - up to 6 months Commencement will be the date of DEK or ECT signing of the sale agreement between Dover and the new buyer (whichever the earlier)

Termination Notice Period:		Services 1 - 6 - 30 days subject to the maximum service period of defined above

Fee Structure:		Service 1 - 6 - Where the provision is for hardware, hosting, system admin support - US$30 per month per user (excluding license costs as it is assumed these will be borne direct by ECT as part of their separation) DEK will, while under the Dover umbrella, support the set-up of the environment at cost for analyst time Other support costs - Agreed prior to work being undertaken Limited liability - Commercially best efforts



Appendix 1		Escalation and support lines

		1^st level support - ECT super users 2^nd level support - ECT IT team 3^rd level support - Prodigy consulting 4^th level support - Glovia Clarify/ DEK Management resolution - Xxxxx Xxxxxx / Xxx Xxxxxxxx

EXHIBIT A-26

DTG Technology (Shenzhen) Co. Ltd providing pay, benefits and professional HR services to ATG-LM Shenzhen Employees


Provider:		DTS Technology (Shenzhen) Co Ltd.

Provider Contact:		Xxxxxx Xxx, Head of HR for DTGS and DEK Asia, The West of the 0X, 0xx xxxxxxxx, Xxxxxxx Xxxxxxxxxx Xxxx, 0 Xxxxxxx Xxxx, Xxx Xxxxx 67th Area, Boa’an District, Shenzhen, Guangdong, 518101, PRC Xxxxx Xxxxx, Director of HR, 00 Xxxxxx Xxxx, Xxxxxxxx, XX0 0XX, XX.

Recipient:		Employees of ATG-LM Shenzhen

Recipient Contact:		Xxxxx Xxx CFO, 00 Xxxxxx Xxxx #00-00 XX, 0xx Xxxxx Xxxxx Xxxx, Xxxxxxxxx 000000. Xxx Xxxxxx, VP HR, Xxxxxxx Xxxxxxx Technologies, 000 X Xxxxxxxx Xxx , Xxxxxx , XX 00000, XXX

Description of Service:		Provision of all local pay, relevant benefits and when required appropriate professional HR services (e.g. recruitment/ training, management of employee relationships issues) associated with employment in Shenzhen, China.

Service Period:		No longer than 6 months post-closing

Termination Notice Period:		30 Days

Fee Structure:		Cost of provision of all salary and benefits to ATG-LM Shenzhen employees + 7.5%

EXHIBIT A-27

DTG Technology (Shenzhen) Co. Ltd providing pay, benefits and professional HR services to Multitest Chengdu Employees


Provider:		DTS Technology (Shenzhen) Co Ltd.

Provider Contact:		Xxxxxx Xxx, Head of HR for DTGS and DEK Asia, The West of the 0X, 0xx xxxxxxxx, Xxxxxxx Xxxxxxxxxx Xxxx, 0 Xxxxxxx Xxxx, Xxx Xxxxx 67th Area, Boa’an District, Shenzhen, Guangdong, 518101, PRC Xxxxx Xxxxx, Director of HR, 00 Xxxxxx Xxxx, Xxxxxxxx, XX0 0XX, XX.

Recipient:		Multitest Employees in Chengdu, China

Recipient Contact:		Xxxxx Xxxx, HR Manager, Multitest Electronic Systems (Penang) Sdn.Bhd, Xxxx 000, Xxxxx Xxxxx Xxxx Xxxxx Xxxx, Xxxxx 1, Jalan Sultan Azlan Shah \| 00000 Xxxxxx \| Malaysia Email:x.xxxx@xxxxxxxxx.xxx Xxxxxx Xxxxxxxxx, Director Global Human Resources, Multitest Elektronische Systeme GmbH, Äußere Xxxxxxxxxxxxx 0, 00000 Xxxxxxxxx, Xxxxxxx.

Description of Service:		Provision of all local pay, relevant benefits and when required appropriate professional HR services (e.g. recruitment/ training, management of employee relationships issues) associated with employment in Chengdu, China.

Service Period:		No longer than 6 months post-closing

Termination Notice Period:		30 Days

Fee Structure:		Cost of provision of all salary and benefits to Multitest Chengdu employees + 7.5%

EXHIBIT A-29

DTGI Providing ECT Overall Infrastructure Support


Provider:		DTG International GmbH

Provider Contact:		Xxx Xxxxxxxx (DEK CIO) Xxxxxxx Xxxxxxx

Recipient:		ECT

Recipient Contact:		Xxxx Xxxxxx Xxx Xxxxxxxxx (Network Manager)

Description of Service:		There are a range of services provided for infrastructure support for where ECT currently rely upon hardware and, in some instances, support services from DEK. In particular, ATG clients in the Shenzhen, Suzhou and Taiwan locations are configured as members of the DEK Active Directory. The following TSA defines what will be provided over the period to transition of these services into ECTs’ own group, some of these services are received within the ECT Shenzhen (A-34), Suzhou (A-31) and Taiwan (A-19), ATG in DTGS (A-33) locations and these are covered in the respective TSA’s covering those locations. • Global firewall management server and remote access gateways (VPN & Checkpoint) • Global Riverbed Management console • Global Wireless internet access management servers • WSUS (Windows Update) • Kaspersky Management Server • Some AD services including cooperation and support during the migration of ATG users to a DEK-independent AD structure in Suzhou, Shenzhen and Taiwan. • Hosting and content management support of ATG-LM website.


Service Period:		6 months from the date of signing contracts

Termination Notice Period:		30 days subject

Fee Structure:		$375 per month

EXHIBIT A-30

DTGS Providing Back Office Services to ATG


Provider:		DTGS

Provider Contact:		Xxxxx Xxxx

Recipient:		ECT Shenzhen

Recipient Contact:		Xxxxx Xxxxx

Description of Service:		Phase I: ATG is part of DTGS (Jul and Aug), full support from back office as current service, including 1. GMO and admin: Management and support 2. HR: Recruitment, salary and pension payment, employee transfer etc. 3. QA: Quality system maintenance and support. 4. Purchase: Shared vendor master maintenance and support. 5. Logistic: Import and export, handbook maintenance etc. 6. Facility: Facility maintenance and management. 7. Finance: Accounting booking, reporting, and analysis, training etc. 8. MIS services as described below Phase II: ATG is part of ECT (estimate from Sep 1). Finance, Logistic and MIS provide partial support with ECT requirement, including: 1. Finance: training, assistant Khalix reporting, ERP querying, help answer year end questions etc. 2. Logistic: assistant for handbook setting up, import and export issue querying. 3. MIS services as described below: MIS services • Provision of all IT infra-structure to the ATG division, currently within DTGS. This includes


		• Applications - both notes and non-notes (eg Pro works) • Mail (notes) • Data storage on DTGS servers • Helpdesk support and underlying processes (eg starters, leavers, laptop/Desktop provision) • Internet connectivity (MPLS, Interent, Web filters) • General IT control environment - back ups, physical security, etc. Other than files shares and segregation through Active Directory Control whilst ATG are resident on the whole IT infrastructure for the DTGS there will be no additional segregation of data and network infrastructure to facilitate this hosting

Service Period:		Phase I: Jul and Aug 2013 Phase II: Sep 1 till notice from ECT for termination service and maximum period is till Jan 31, 2014.

Termination Notice Period:		30 Days

Fee Structure:		Phase I: Charge based on current rate with all functions, amount 95,151 RMB per month. Phase II: Finance charge 50% of current rate, amount 13,391 RMB; Logistic charge 50% amount 8,716 RMB; MIS charge 50%, amount 6,386 RMB.

EXHIBIT A-31

Icon Providing Lease Services to ATG in Hong Kong


Provider:		Icon Technology Co Ltd

Provider Contact:		Xxxxxx Xxxx

Recipient:		ATG Luther & Maelzer GmbH

Recipient Contact:		Xxxxxx Xxxxxxxxx

Description of Service:		Sign the lease agreement for ATG Hong Kong office use and arrange the payment monthly.

Service Period:		1^st day of Aug 2013 to 31^st day of July 2014. The agreement can be transferred and will need to be transferred to ATG directly during the service period. This will be done within 90 days of closing.

Termination Notice Period:		N/A

Fee Structure:		1. Monthly office lease HKD12,500 2. Monthly telephone/delivery charge based on the usage 3. Service commission according to ATG sales in Asia (based on the agreement signed by DEK and ATG)

EXHIBIT A-32

US Medical Plan


Provider:		Dover Corporation

Provider Contact:		Xxx Xxxxxxx, Dover Corporation Downers Grove, Illinois 000.000.0000

Recipient:		ECT and Multitest US entities

Recipient Contact:		Xxx Xxxxxx, ECT VP HR

Description of Service:		Continued participation in the Dover Health and Welfare Plan for US employees

Service Period:		No longer than 90 days post closing

Termination Notice Period:		30 Days

Fee Structure:		Premiums charged based on the historical rates and actual monthly enrollment over the service period. A true up of actual costs will made after a 90 day claim run-off period commencing at the end of the service period. The true up will be based on premiums collected during service period against actual incurred claims plus any applicable plan overhead costs over the same period. After reconciliation is completed OpCo will either be billed or refunded the difference between collected premiums and actual costs.

EXHIBIT A-33

Transition Service Agreement for Glovia Support from OKI to ECT


Provider:		DEK
Provider Contact:		Xxxxxx Xxxxx, OKI
Recipient:		ECT, ECT Shenzhen, ATG-LM
Recipient Contact:		Xxxx Xxxxxx, ECT
Description of Service:		OKI has provided in-time-zone basic user support and user add/drop support as well as basic print/publish systems ‘reset’ functionality for ECT Pomona. This assures availability of these basic services at times when the DEK-UK resources are offline. This TSA provides for short term continuity of these services while ECT hires and trains independent staff in preparation to migrate to a fully independent Glovia Environment. Service 1 - OKI to provide support from OKI employee Nikki Batang in support of the above services for a period to average no more than 4 hours per week during the assigned service period.
Service Period:		Service 1 - Until December 31, 2013

Termination Notice Period:		Service 1 - 30 days subject to the maximum service period of defined above

Fee Structure:		Service 1 - US$997 per month

EXHIBIT A-34

Dover Supply Chain _ MIS

IT support


Provider:		Dover and various suppliers for IT systems detailed below

Provider Contact:		Xxxxxx Xxxxxxxx

Recipient:		DTG International and associated DEK entities

Recipient Contact:		Xxxx Xxxxxx - ECT

Description of Service:		There are a number of service providers which are currently covered under a Dover Service Umbrella for the provision of core IT services into ECT and ECT associated entities. As part of the transition ECT will have to review supply chains however in the interim there will be some reliance on Dover pricing options for Insight - Hardware and software for both infrastructure and individual users AT&T - WAN provision, Voice Conferencing, Web Conferencing and in USA for mobile phone and fixed line provision

Service Period:		Insight - New agreement to be signed within 30 days of change of ownership but pricing protected until August 2014. AT&T - New contract to be signed within 30 days of change of ownership and there is no price protection under the old agreement.

Termination Notice Period:		30 Days

Fee Structure:		All are billed direct

EXHIBIT A-35

MT Philippines and MT China to Support Liquidation of MT Philippines and MT China Rep Offices


Provider:		MT Electronic Systems (Philippines) Corporation (MTP)

Provider Contact:		Xxxxxx Xxxxxx, CFO Multitest electronische Systeme GmbH

Recipient:		Dover Global Trading Pte. Ltd. (DGT)

Recipient Contact:		Xxxxx Xx and Xxxxxx Xxxx

Description of Service:		DGT is in the process of liquidating the old MT Philippines Rep Office. From time to time DGT may need to consult with the employees of MT in order to complete the liquidation The MT China employees reside in a Rep Office of the Dover RHQ. After the transition of the MT employees to a new entity, MT China will need to assist Dover RHQ in liquidating the Rep Office. This will require access to records for the last three years to complete the liquidation, transfer of the “chop” to the RHQ, and time in which to prepare the liquidation papers.

Service Period:		Until liquidation is effective

Termination Notice Period:		N/A

Fee Structure:		Any out of pocket expenses incurred by MT in assisting DGT and Dover RHQ

EXHIBIT 36

Multitest Singapore provides office space to Xxxxxxxx Employees


Provider:		Multitest Electronic Systems (Asia)

Provider Contact:		Choon Xxx Xxxx, Finance Controller Multitest Electronis Systems Asia 00 Xxxxx Xxxx 0, 00-00/00 Xxxxxxxx Xxxxxxxxx 000000 Tel: + 00 0000-0000, Fax: + 00 0000-0000, DID: + 65 6848-0886 xx.xxxx@xxxxxxxxx.xxx

Recipient:		Dover Asia Trading Pte Ltd

Recipient Contact:		Xxxxx Xx, xxxxxxx@xxxxxxxxx.xxx

Description of Service:		Multitest Singapore provides workstations, utilities and facilities usage to Xxxxxxxx employees

Service Period:		No longer than 6 months post-closing

Termination Notice Period:		30 Days

Fee Structure:		fixed fee S$3,600/quarter

EXHIBIT A-37

DEK UK Providing Other Services to ECT-ST and ECT-ET Employees


Provider:		DEK Printing Machines UK and DEK Northern Europe

Provider Contact:		Xxxxx Xxxx, UK Financial Controller, DEK Printing Machines Ltd, 00 Xxxxxx Xxxx, Xxxxxxxx, XX0 0XX, XX.

Recipient:		ECT and Multitest employees in UK

Recipient Contact:		Xxxxxx Xxxxxx, Vice President Finance Group, Multitest Elektronische Systeme GmbH, Äußere Xxxxxxxxxxxxx 0, 00000 Xxxxxxxxx, Xxxxxxx.

Description of Service:		Provision of all support services to ECT / Multitest employees in the UK. This includes but not limited to: Leases in the UK (Lincoln and Macclesfield) Utility bills in relation to leased buildings Local communication - Telephones / Mobiles / Internet connections The buyer will be required to move these leases and services into their own name.

Service Period:		No longer than 6 months post-closing

Termination Notice Period:		30 Days

Fee Structure:		Cost of provision of all costs detailed above + 10%.

Execution Version

Exhibit K

Accounting Principles

In August of 2013, Xxxxxxx Xxxxxxx Technologies LLC sold its equity interests in Xxxxxxx/Xxxxxxx Japan, Ltd. and Contact Products Japan, Ltd., which consequently will not be transferred to Buyer as part of the ECT Business. Such equity interests were sold for ¥100, and any excess value of such equity interests reflected on the books and records of Xxxxxxx Xxxxxxx Technologies LLC has been written off. These investments were historically reported using the cost method of accounting.

Exhibit L

ASSET PURCHASE AGREEMENT RELATING TO THE PURCHASE OF

CERTAIN ASSETS FROM DOVER CORPORATION REGIONAL

HEADQUARTERS CHINA

CONTRACTING PARTIES

DOVER CORPORATION REGIONAL HEADQUARTERS CHINA

and

[BUYER]

2013

, 2013

TABLE OF CONTENTS



		2
ARTICLE 1	TRANSFER OF ASSETS	2

		2
ARTICLE 2	ASSETS PURCHASE PRICE AND PAYMENT	2

		3
ARTICLE 3	CLOSING AND CLOSING CONDITIONS	3

		4
ARTICLE 4	CLOSING DATE	4

		5
ARTICLE 5	CERTAIN PRE- AND POST-CLOSING MATTERS	5

		5
ARTICLE 6	REPRESENTATIONS AND WARRANTIES	5

		5
ARTICLE 7	MISCELLANEOUS PROVISONS	5

ASSETS PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made this day of , 2013 between Dover Corporation Regional Headquarters China (“Seller”), a corporation duly organized and validly existing under the laws of the People’s Republic of China (“China”) [Note: We need to see a copy of Dover RHQ China’s business license and certificate of approval to confirm its legal status. Is Dover RHQ China the only entity that owns Multitest China assets?] and [Buyer] (“Buyer”), a corporation duly organized and validly existing under the laws of the People’s Republic of China. Each of Seller and Buyer is referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS, Seller owns relevant assets comprising Multitest’s China business division, including without limitation, relevant equipment, machinery, inventory, intellectual property rights, business contracts, as well as any and all other assets, rights and interests relating to Multitest’s business in China, whether tangible or intangible, which are further specified in Annex 1 to the Agreement (collectively, the “Assets”); and

WHEREAS, prusuant to the terms and conditions of the Master Sale and Purchase Agreement (“MSPA”) executed by Dover Printing & Identification, Inc., Dover Corporation (solely for purposes of Sections 11.3(b), 11.4 and 11.16 thereof), and [ ] dated [ ], 2013, Seller and Buyer wish to enter this Agreement under which Seller will sell to Buyer and Buyer will purchase from Seller the Asset (the “Asset Transfer”), which is further provided in Article 1.

NOW, THEREFORE, the Parties, after friendly discussion and based on the principles of equality and mutual benefit, agree to the following terms and conditions:

ARTICLE 1

TRANSFER OF ASSETS

Transfer of Assets. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in Article 4.1), Seller shall transfer the ownership of the Assets as specified in Annex 1 of the Agreement to Buyer (the “Transferred Assets”) and Buyer shall accept the Transferred Assets from Seller.

Ownership. Upon the Closing of the Asset Transfer, Buyer shall own the Transferred Assets.

ARTICLE 2

ASSET PURCHASE PRICE AND PAYMENT

Purchase Price of of the Transferred Assets. The Parties hereby agree that the aggregate purchase price of the Transferred Assets is Renminbi [ ]. If required, the purchase price shall be allocated among different classes of assets. The Parties further agree that that the above purchase price shall be paid at the Closing or another time as agreed by the Parties.

Benefits. Both Parties agree that, effective as of the Closing Date, Buyer shall succeed to Seller’s rights to receive any benefits derived from the Transferred Assets.

Taxes. Seller and Buyer shall be responsible for their respective PRC taxes, fees, charges, levies and costs imposed by applicable laws in connection with or arising from the Asset Transfer. For the avoidance of doubt, Seller shall be responsible for any corporate income tax and turnover taxes (i.e., Business Tax and VAT) in connection with its income received from the Asset Transfer hereunder.

ARTICLE 3

CLOSING AND CLOSING CONDITIONS

Closing. Subject to the fulfillment and/or waiver of the conditions to completion of the Asset Transfer (the “Closing”) as set forth in Article 3.2, the Closing shall take place at a location to be agreed by the Parties on the Closing Date (as defined below).

Closing Conditions. The obligations of Seller and Buyer to enter into and complete the Closing are subject to the fulfillment, prior to or simultaneously with Closing, of the following conditions, any of which may be waived by the obligee:

Execution. This Agreement, and any ancillary contracts (if any) (collectively, the “Basic Documents”), each in relation to the Asset Transfer, shall have been executed by the duly authorized and/or legal representatives of the relevant parties thereto.

Third Parties’ Consent. All third party notices (if any) have been served and all necessary third party consents (if any) have been obtained as required by contract or by law that are required for the purposes of effecting the Asset Transfer under the terms and conditions of this Agreement, if any.

Employees. All employees associated with the Transferred Assets who Buyer wishes to retain and offered employment based on terms comparable to the existing terms with Seller have accepted the offer. The Parties may include a list of such employees as an appendix to this Agreement.

ARTICLE 4

CLOSING DATE

Closing Date. Provided that all the conditions to Closing set out in Article 3 have been fulfilled and/or waived by Seller or Buyer (as the case may be), the closing date (the “Closing Date”) for the completion of the Asset Transfer shall occur on the Closing Date under the MSPA.

Procedures. On the Closing Date, the Parties shall carry out the following procedures to effect the Asset Transfer (the Parties can waive any or all of the following procedures):

Seller shall present to Buyer all the certificates proving legal and beneficial ownership of the Transferred Assets and applicable governmental registrations and permits (if applicable); and

Seller shall issue to Buyer valid formal tax invoice relating to the Asset Transfer (including the VAT invoice or BT invoice (if applicable)).

ARTICLE 5

CERTAIN PRE- AND POST-CLOSING MATTERS

Completion of Conditions. The Parties shall use their respective commercially reasonable best efforts in good faith to cause all conditions to Closing set forth in Article 3 to be satisfied as soon as practicable after the date of this Agreement.

Obligations Post-Closing. The Parties agree to promptly handle any formalities relating to the Asset Transfer that remain unresolved after the Closing (if applicable).

ARTICLE 6

REPRESENTATIONS AND WARRANTIES

Please refer to MSPA.

ARTICLE 7

MISCELLANEOUS PROVISIONS

Termination. If the MSPA is terminated, the Parties shall have the right to terminate this Agreement by mutual agreement.

Effect of Termination. If this Agreement is terminated pursuant to Article 7.1, this Agreement shall become wholly void and of no further force and effect, and , and there shall be no liability under this Agreement on the part of Seller or Buyer, except as provided in the MSPA.

Rights of Each Party. Any right of termination conferred upon each Party under this Agreement shall be in addition to and without prejudice to all other rights and remedies available to such Party.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, each Party shall pay its own respective transaction expenses, except as otherwise agreed by the Parties.

Notices. Notices or other communications required to be given by any Party pursuant to this Agreement shall, unless otherwise agreed by the Parties, be written in English and Chinese and delivered in person or sent in letter by registered mail or international courier service, in either case postage prepaid, or by facsimile or similar telecommunications equipment to the address of the other Party set forth below or to such other address as may from time to time be designated by the other Party through written notice to such Party. Any such notice shall be deemed given when so delivered personally or, if sent by registered mail, fifteen (15) days after the date of deposit in the mails or, if sent by international courier service, three (3) days after the date of deposit with the courier service or, if delivered by facsimile or similar telecommunications equipment, at the time of receipt thereof.

Seller:

[Dover Corporation Regional Headquarters China
Unit 1-11,19^th Floor, Chamtime International Financial
Center, 0000 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxxxxxxx
000000, China] [To confirm]

Buyer:

[Address]

Governing Law. The formation, validity, interpretation and performance of this Agreement shall be governed by the laws of the PRC.

Dispute Resolution.

Any dispute, controversy or claim arising out of or relating to this Agreement, or the performance, interpretation, breach, termination or validity hereof shall be resolved through friendly consultation. Such consultation shall begin immediately after one Party has delivered to the other Party written request for such consultation stating specifically the nature of the dispute, controversy or claim. If the dispute cannot be resolved within sixty (60) days following the date on which such notice is given, the dispute shall be submitted to arbitration upon the request of either Party with notice to the other Party.

The arbitration shall be conducted in Shanghai under the auspices of Shanghai International Economic and Trade Arbitration Commission (the “Arbitration Center”). There shall be three arbitrators. Each Party shall select one arbitrator within 30 days after giving or receiving the demand for arbitration. The President of the Arbitration Center shall select the third arbitrator. If any Party does not appoint an arbitrator who has consented to participate within 30 days after the selection of the first arbitrator, the relevant appointment shall be made by the President of the Arbitration Center.

The arbitration proceedings shall be conducted in English.

Each Party shall cooperate with the other Party in making full disclosure of and providing complete access to all information and documents requested by the other Party or Parties in connection with such proceedings, subject only to any confidentiality obligations binding on such Party.

The award of the arbitration tribunal shall be final and binding upon the Parties and the winning Party may, at the cost and expenses of the losing Party, apply to any court of competent jurisdiction for enforcement of such award.

Each Party irrevocably consents to the service of process, notices or other papers in connection with or in any way arising from the arbitration or the enforcement of any judgment or arbitral award, by use of any of the methods and to the addresses set forth for the giving of notices in Article 7.5. Nothing contained herein shall affect the right of any Party to serve such processes, notices or other papers in any other manner permitted by applicable law.

In order to preserve its rights and remedies, each Party shall be entitled to seek preservation of property in accordance with law from any court of competent jurisdiction or from the arbitration tribunal pending the final decision or award of the arbitration tribunal.

During the period when a dispute is being resolved, except for the matter being disputed, the Parties shall in all other respects continue their implementation of this Agreement.

Appendices. The appendices attached hereto and the other documents delivered pursuant hereto are hereby made an integral part of this Agreement as if set forth in full herein.

Successors and Assigns. This Agreement shall be binding upon the Parties and their respective successors and assigns. No Party may assign or delegate its rights and obligations under this Agreement without the consent of the other Party, except as provided in MSPA.

Severability. If any provision of this Agreement is held to be unenforceable, invalid or void to any extent for any reason, to the maximum extent allowable under Chinese law, the enforceability and validity of the remaining provisions of this Agreement shall be addressed according to Section 11.15 of the MSPA.

Entire Agreement. This Agreement and the MSPA supersede all prior agreements made between the Parties with respect to the subject matter hereof and constitute the entire agreement among the Parties. It is expressly agreed that no amendments hereof shall be effective unless made in writing and signed by both Parties.

Language. This Agreement is executed in Chinese and English in five (5) counterparts in each language. Both language versions shall be equally valid. Each Party acknowledges that it has reviewed both language versions of this Agreement and that they are the same in all material respects.

Headings. The headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement.

Breach. If a Party breaches this Agreement, it shall be liable for actual losses and damages suffered by the other Party.

MSPA. If there is any discrepancy between this Agreement and the MSPA, the MSPA shall prevail to the extent permissible under law.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, this Agreement is signed by the authorized representatives of the Parties on the date first above written.


Dover Corporation Regional Headquarters						[BUYER]


/By:						/By:
/Name:						/Name:
/Title:						/Title:
/Date:						/Date:

Signature Page

ASSIGNMENT OF MEMBERSHIP INTEREST

This ASSIGNMENT OF MEMBERSHIP INTEREST, dated as of [________, 2013] (“Assignment”), is entered into by and between DOVER COMMUNICATIONS TECHNOLOGIES, INC., a Delaware corporation (“Assignor”), and [BUYER], a [•] (“Assignee”).

WHEREAS, Assignor wishes to sell, transfer, convey and assign to Assignee, and Assignee wishes to accept, acquire and receive, all of Assignor’s right, title and interest in and to the Assignor’s membership interest in Xxxxxxx Xxxxxxx Technologies LLC (the “Company”) outstanding membership interests (the “Membership Interest”). All terms not otherwise defined herein shall have the meaning assigned to them in that certain Master Sale and Purchase Agreement dated as of [ ], 2013 by and among Dover Printing & Identification, Inc., Dover Corporation and Assignee (the “Master Purchase Agreement”);

WHEREAS, Assignee is, contemporaneously herewith, paying Assignor $[•] for the assignment by Assignor to Assignee of the Membership Interest in accordance with the terms of the Master Purchase Agreement;

NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee agree as follows:

1. Assignor hereby conveys, transfers, assigns and delivers unto Assignee all of Assignor’s right, title and interest in, to and under the Membership Interest TO HAVE AND TO HOLD the Membership Interest unto Assignee and its successors and assigns forever.

2. Assignee hereby accepts all of Assignor’s right, title and interest in and to the Membership Interest herein conveyed, and hereby acquires such Membership Interest in its entirety.

3. Simultaneous herewith (i) Assignor shall cease to be a Member of the Company, and (ii) Assignor shall cease to have any right, title or interest in or to, or duty or obligation under, the Membership Interest and the Limited Liability Company Agreement of the Company dated March 30, 2013.

4. This Assignment and all matters arising out of or relating to this Assignment (including this Assignment’s interpretation, construction, performance and enforcement) shall be construed and interpreted according to the Laws of the State of New York, excluding any choice of law rules that may direct the application of the Laws of another jurisdiction.

5. Each of Assignor and Assignee stipulates that any dispute shall be commenced and prosecuted in its entirety in, and consents to the exclusive jurisdiction and proper venue of, the federal court located within the Southern District of the State of New York (or if such court does not have jurisdiction, any state court located in the Borough of Manhattan, New York City, New York), and each Party consents to personal and subject matter jurisdiction and venue in any such court and waives and relinquishes all right to attack the suitability or convenience of any such venue or forum by reason of their present or future domiciles, or by any other reason. Each of

Assignor and Assignee acknowledge that all Orders issued by any such court will be binding and enforceable in all jurisdictions and countries. Without limiting any other means of service, each of Assignor and Assignee Party agrees that service of any process, summons, notice or document with respect to any Proceeding may be served on it in accordance with the notice provisions set forth in Section 11.7 of the Master Purchase Agreement. EACH OF ASSIGNOR AND ASSIGNEE HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS ASSIGNMENT.

6. This Assignment may be executed by facsimile signatures (including PDF, TIFF, JPEG, and BMP files) and in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature page follows]

IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this Assignment as of the date first above written.


Assignor:

DOVER COMMUNICATIONS TECHNOLOGIES, INC.

By:
Name:
Title:

Assignee:

[BUYER]

By:
Name:
Title:

[Signature page of Assignment of Membership Interest]

COPYRIGHT ASSIGNMENT

This Copyright Assignment (the “Assignment”), dated as of _____________, 2013, is by and between Delaware Capital Formation, Inc., a Delaware corporation, located at 000 Xxxxxxxxxx Xxxx, Xxxxx 0, Xxxxxxxxxx, Xxxxxxxx 00000 (“Assignor”),¹ to LTX-Credence Corporation, a Massachusetts corporation, located at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx (“Assignee”).

WHEREAS, Assignor is the owner of certain registered copyrights listed on the attached Schedule A (the “Assigned Copyrights”);

WHEREAS, the Assignor’s affiliate and Assignee have entered into a Master Purchase and Sale Agreement of even date herewith (“Purchase Agreement”) pursuant to which Assignor is selling certain assets to Assignee, including the Assigned Copyrights; and

WHEREAS, pursuant to the Purchase Agreement, the Assignee has acquired all right, title and interest in and to the Assigned Copyrights, and the parties wish to record such acquisition in the United States Copyright Office.

NOW, THEREFORE, in consideration of the sum of US$10 (ten US Dollars) and other good and valuable consideration paid by the Assignee to the Assignor, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee agree as follows:

1. Assignment. Effective as of date hereof, and pursuant to the Purchase Agreement, the Assignor sells, transfers, conveys, assigns and delivers to Assignee and Assignee accepts all right, title and interest in and to (i) the registered copyrights set forth in Schedule A hereto; (ii) including all extensions or renewals; (iii) all licenses for the use of the Assigned Copyrights; (iv) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages, claims, and payments for past and future infringements thereof; (v) all rights to xxx for past, present, and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing; (vi) all rights corresponding to any of the foregoing throughout the world; and (vii) the right to assign the rights conveyed herein, the same to be held and enjoyed by Assignee for its own use and benefit, and for the benefit of its successors, assigns, and legal representatives.

2. Governing Law. This Assignment shall be governed by, and construed in accordance with (i) the laws of the United States, in respect to copyright issues, and (ii) in all other respects, including as to validity (except for copyright issues), interpretation and effect, by the laws of the State of Delaware without giving effect to the conflict of laws rules thereof.

3. Counterparts. This Assignment may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

¹	Note to Dover: Do any other Dover entities other than DCFown copyrights being assigned to LTX? If so, they should be covered by a similar agreement.

4. Miscellaneous. This Assignment is subject to all the terms and conditions of the Purchase Agreement and its terms shall not modify the applicable terms and conditions of the Purchase Agreement.

5. Further Assurances. Assignor agrees at Assignee’s expense to execute such further documents and to perform such further lawful acts as may reasonably be requested by Assignee, to effectuate this Assignment.

[Remainder of page intentionally blank]

- 2 -

IN WITNESS WHEREOF, the undersigned have executed this Assignment as of the date first written above.

ASSIGNOR

DELAWARE CAPITAL FORMATION, INC.

Name:

Title:

Name:

Title:

COMMONWEALTH OF MASSACHUSETTS

County of _________)

On this ___ day of _________, 2013, before me, the undersigned notary public, personally appeared ______________________, proved to me through satisfactory evidence of identification, which was _______________________, to be the person whose name is signed on the preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose.

[affix seal]

Notary Public

My commission expires:

- 3 -

Schedule A

Assignment of Copyright


Title	Regis. No.	Regis. Date
Scorpion HV90 SMT bare board test system : user manual and guide to operations.	TX3808618	1/7/1997
Computer aided processing.	XX0000000	12/30/1996
VIPER II Computer Program	TX4455170	1/7/1997
CAF-NT 1.20.	TX4456105	1/13/1997
Fault Viewer.	TX4471772	12/30/1996
Krhyi.	TX4483584	1/7/1997
DetECT.	TX4494204	6/13/1997
DETECT II Computer Program	TX4498668	1/7/1997
NODE Viewer Computer Program Plus Sealer Notes (Various Releases)	TX4504899	6/27/1997
Computer aided fixturing. By Xxxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxxx & Xxxxxxx X. Xxxxxx.	TX4522819	1/7/1997
9090 bare board test system : user manual and guide to operations.	TX4554235	12/30/1996
CAF Computer Program Plus Release Notes Text of User’s Manual and Release Notes	TX778271	1/7/1997
MPS (Manufacturing Process Software)	TX5794027	6/24/2003
VG organizer; computer program	TX5226237	6/19/2000

- 4 -

PATENT ASSIGNMENT

This Patent Assignment (the “Assignment”), dated as of , 2013, is by and between Delaware Capital Formation, Inc., a Delaware corporation, located at 000 Xxxxxxxxxx Xxxx, Xxxxx 0, Xxxxxxxxxx, Xxxxxxxx 00000 (“Assignor”),¹ to LTX-Credence Corporation, a Massachusetts corporation, located at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx (“Assignee”).

WHEREAS, Assignor is the owner of certain patents and patent applications listed on the attached Schedule A (the “Assigned Patents”);

WHEREAS, pursuant to the Purchase Agreement, the Assignee has acquired all right, title and interest in and to the Assigned Patents, and the parties wish to record such acquisition in the respective Patent and Trademark Offices.

1. Assignment. Effective as of date hereof, and pursuant to the Purchase Agreement, Assignor sells, transfers, conveys, assigns and delivers to Assignee and Assignee accepts all right, title and interest in and to (i) the patents and patent applications set forth in Schedule A hereto; (ii) all inventions and improvements described and claimed therein, and patents which may be granted from divisions, reissues, substitutions, continuations, continuations-in-part, reexaminations, foreign counterparts and extensions thereof claiming priority to the underlying said patent rights; (iii) all licenses for the use of the Assigned Patents; (iv) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages, claims, and payments for past and future infringements thereof; (v) all rights to xxx for past, present, and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing; (vi) all rights corresponding to any of the foregoing throughout the world; and (vii) the right to assign the rights conveyed herein, the same to be held and enjoyed by Assignee for its own use and benefit, and for the benefit of its successors, assigns, and legal representatives.

2. Successors. This Assignment shall inure to the benefit of and is binding upon the respective successors and assigns of Assignor and Assignee.

3. Governing Law. This Assignment shall be governed by, and construed in accordance with (i) the laws of the United States, in respect to patent issues, and (ii) in all other respects, including as to validity (except for patent issues), interpretation and effect, by the laws of the State of Delaware without giving effect to the conflict of laws rules thereof.

¹	Note to Dover: Do any other Dover entities other than DCF and DTG own patents being assigned to LTX? If so, they should be covered by a similar agreement.

4. Counterparts. This Assignment may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

5. Miscellaneous. This Assignment is subject to all the terms and conditions of the Purchase Agreement and its terms shall not modify the applicable terms and conditions of the Purchase Agreement.

6. Further Assurances. Assignor agrees at Assignee’s expense to execute all applications, amended specifications, deeds or other instruments, and to do all acts necessary or proper to secure the grant of Letters Patent in the United States and in all other countries to Assignee, to vest and confirm in said corporation, its successors and assigns, the legal title to all such patents.

Witness my hand and seal this day of , 2013.

DELAWARE CAPITAL FORMATION, INC.

Name:

Title:

Name:

Title:

COMMONWEALTH OF MASSACHUSETTS

County of )

On this day of , 2013, before me, the undersigned notary public, personally appeared , proved to me through satisfactory evidence of identification, which was , to be the person whose name is signed on the preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose.

[affix seal]

Notary Public

My commission expires:

- 2 -

Schedule A

Assignment of Patent


*Title*		*Serial No.*		*Filing Date*


*Title*		*Patent No.*		*Issue Date*

- 3 -

TRADEMARK ASSIGNMENT

This Trademark Assignment (the “Assignment”), dated as of , 2013, is by and between Delaware Capital Formation, Inc., a Delaware corporation, located at 000 Xxxxxxxxxx Xxxx, Xxxxx 0, Xxxxxxxxxx, Xxxxxxxx 00000 (“Assignor”),¹ to LTX-Credence Corporation, a Massachusetts corporation, located at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx (“Assignee”).

WHEREAS, Assignor is the owner of certain trademark applications and registrations listed on the attached Schedule A (the “Assigned Trademarks”);

WHEREAS, pursuant to the Purchase Agreement, the Assignee has acquired all right, title and interest in and to the Assigned Trademarks, and the parties wish to record such acquisition in the United States Patent and Trademark Office.

1. Assignment. Effective as of the date hereof, and pursuant to the Purchase Agreement, certain Affiliates of the Assignor have transferred their businesses to which the Assigned Trademarks relate to the Assignee and the Assignor sells, transfers, conveys, assigns and delivers to Assignee and Assignee accepts all right, title and interest of the Assignor in and to (i) the trademarks and trademark applications set forth in Schedule A hereto, together with the goodwill of the business symbolized thereby; (ii) all renewals and extensions of any such application, registration and filing; (iii) all licenses for the use of the Assigned Trademarks; (iv) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages, claims, and payments for past and future infringements thereof; (v) all rights to xxx for past, present, and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing; (vi) all rights corresponding to any of the foregoing throughout the world; and (vii) the right to assign the rights conveyed herein, the same to be held and enjoyed by Assignee for its own use and benefit, and for the benefit of its successors, assigns, and legal representatives.

2. Governing Law. This Assignment shall be governed by, and construed in accordance with (i) the laws of the United States, in respect to trademarks issues, and (ii) in all other respects, including as to validity (except for trademarks issues), interpretation and effect, by the laws of the State of Delaware without giving effect to the conflict of laws rules thereof.

¹	Note to Dover: Do any other Dover entities other than DCF own trademarks being assigned to LTX? If so, they should be covered by a similar agreement.

3. Counterparts. This Assignment may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

4. Miscellaneous. This Assignment is subject to all the terms and conditions of the Purchase Agreement. The parties intend that this Assignment is for recordation purposes only and its terms shall not modify the applicable terms and conditions of the Purchase Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Assignment as of the date first written above

ASSIGNOR

DELAWARE CAPITAL FORMATION, INC.

Name:

Title:

Name:

Title:

COMMONWEALTH OF MASSACHUSETTS

County of )

[affix seal]

Notary Public

My commission expires:

Schedule A

Assignment of Trademark


*Xxxx*	*Serial No.*	*Filing Date*


*Xxxx*	*Reg. No.*	*Reg. Date*

COPYRIGHT ASSIGNMENT

This Copyright Assignment (the “Assignment”), dated as of _____________, 2013, is by and between DTG International GmbH, a Swiss limited liability company, located at Xxxxxxxxxxxxx 000, 0000 Xxxxxx, Xxxxxxxxxxx (the “Assignor”),¹ to LTX-Credence Corporation, a Massachusetts corporation, located at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 (“Assignee”).

WHEREAS, Assignor is the owner of certain registered copyrights listed on the attached Schedule A (the “Assigned Copyrights”);

3. Counterparts. This Assignment may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

¹	Note to Dover: Do any other Dover entities other than DCF and DTG own patents being assigned to LTX? If so, they should be added as parties.

[Remainder of page intentionally blank]

-2-

IN WITNESS WHEREOF, the undersigned have executed this Assignment as of the date first written above.

ASSIGNOR

DTG INTERNATIONAL GMBH

Name:

Title:

COMMONWEALTH OF MASSACHUSETTS

County of )

[affix seal]

Notary Public

My commission expires:

-3-

Schedule A

Assignment of Copyright


Title		Regis. No.		Regis. Date

-4-

PATENT ASSIGNMENT

This Patent Assignment (the “Assignment”), dated as of , 2013, is by and between DTG International GmbH, a Swiss limited liability company, located at Xxxxxxxxxxxxx 000, 0000 Xxxxxx, Xxxxxxxxxxx (collectively, “Assignor”),¹ to LTX-Credence Corporation, a Massachusetts corporation, located at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx (“Assignee”).

WHEREAS, Assignor is the owner of certain patents and patent applications listed on the attached Schedule A (the “Assigned Patents”);

2. Successors. This Assignment shall inure to the benefit of and is binding upon the respective successors and assigns of Assignor and Assignee.

¹	Note to Dover: Do any other Dover entities other than DCF and DTG own patents being assigned to LTX? If so, they should be added as parties.

4. Counterparts. This Assignment may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

5. Miscellaneous. This Assignment is subject to all the terms and conditions of the Purchase Agreement. The parties intend that this Assignment is for recordation purposes only and its terms shall not modify the applicable terms and conditions of the Purchase Agreement.

Witness my hand and seal this day of , 2013.

DTG INTERNATIONAL GMBH

Name:

Title:

COMMONWEALTH OF MASSACHUSETTS

County of )

[affix seal]

Notary Public

My commission expires:

-2-

Schedule A

Assignment of Patent


*Title*	*Serial No.*	*Filing Date*


*Title*	*Patent No.*	*Issue Date*

-3-

TRADEMARK ASSIGNMENT

This Trademark Assignment (the “Assignment”), dated as of _____________, 2013, is by and between DTG International GmbH, a Swiss limited liability company, located at Xxxxxxxxxxxxx 000, 0000 Xxxxxx, Xxxxxxxxxxx (“Assignor”),¹ to LTX-Credence Corporation, a Massachusetts corporation, located at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 (“Assignee”).

WHEREAS, Assignor is the owner of certain trademark applications and registrations listed on the attached Schedule A (the “Assigned Trademarks”);

1. Assignment. Effective as of the date hereof, and pursuant to the Purchase Agreement, the Assignor has transferred its businesses to which the Assigned Trademarks relate to the Assignee and the Assignor sells, transfers, conveys, assigns and delivers to Assignee and Assignee accepts all right, title and interest of the Assignor in and to (i) the trademarks and trademark applications set forth in Schedule A hereto, together with the goodwill of the business symbolized thereby; (ii) all renewals and extensions of any such application, registration and filing; (iii) all licenses for the use of the trademarks; (iv) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages, claims, and payments for past and future infringements thereof; (v) all rights to xxx for past, present, and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing; (vi) all rights corresponding to any of the foregoing throughout the world; and (vii) the right to assign the rights conveyed herein, the same to be held and enjoyed by Assignee for its own use and benefit, and for the benefit of its successors, assigns, and legal representatives.

3. Counterparts. This Assignment may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

¹	Note to Dover: Do any other Dover entities other than DCF and DTG own trademarks being assigned to LTX? If so, they should be covered by a similar agreement.

IN WITNESS WHEREOF, the undersigned have executed this Assignment as of the date first written above

ASSIGNOR

DTG INTERNATIONAL GMBH

Name:

Title:

COMMONWEALTH OF MASSACHUSETTS

County of )

[affix seal]

Notary Public

My commission expires:

Schedule A

Assignment of Trademark


*Xxxx*	*Serial No.*	*Filing Date*


*Xxxx*	*Reg. No.*	*Reg. Date*

EQUITY TRANSFER AGREEMENT RELATING TO THE TRANSFER OF THE

ENTIRE EQUITY INTEREST IN XXXXXXX XXXXXXX TECHNOLOGIES

(SHENZHEN) LIMITED

CONTRACTING PARTIES

DOVER ASIA TRADING PRIVATE LTD.

and

CREDENCE INTERNATIONAL, LTD.

TABLE OF CONTENTS




		2
ARTICLE 1	TRANSFER OF REGISTERED CAPITAL	2

		2
ARTICLE 2	EQUITY PURCHASE PRICE AND PAYMENT	2

		3
ARTICLE 3	CLOSING AND CLOSING CONDITIONS	3

		5
ARTICLE 4	CLOSING DATE	5

		5
ARTICLE 5	CERTAIN PRE- AND POST-CLOSING MATTERS	5

		6
ARTICLE 6	REPRESENTATIONS AND WARRANTIES	6

		9
ARTICLE 7	MISCELLANEOUS PROVISONS	9

EQUITY TRANSFER AGREEMENT

THIS EQUITY TRANSFER AGREEMENT (this “Agreement”) is made this day of , 2013 between Dover Asia Trading Private Ltd. (“Seller”), a corporation duly organized and validly existing under the laws of Singapore, and and Credence International, Ltd. (“Buyer”), a corporation duly organized and validly existing under the laws of British Virgin Islands. Each of Seller and Buyer is referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS, Xxxxxxx Xxxxxxx Technologies (Shenzhen) Limited (the “Company”) is a wholly foreign-owned enterprise duly organized and validly existing under the laws of the People’s Republic of China (“PRC” or “China”) and a wholly-owned subsidiary of Seller; and

WHEREAS, pursuant to the terms and conditions of the Master Sale and Purchase Agreement (“MSPA”) executed by Dover Printing & Identification, Inc., Dover Corporation (solely for purposes of Sections 11.3(b), 11.4 and 11.16 thereof), and LTX – Credence Corporation dated [ ], 2013, Seller and Buyer wish to enter into this Agreement under which Seller will transfer to Buyer and Buyer will accept from Seller the entire equity interest in the Company’s registered capital held by Seller, which constitutes 100% of the equity interests in the registered capital of the Company (the “Equity Transfer”) as further provided in Article 1.

NOW, THEREFORE, the Parties, after friendly discussion and based on the principles of equality and mutual benefit, agree to the following terms and conditions:

ARTICLE 1

TRANSFER OF REGISTERED CAPITAL

Transfer of Interest. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in Article 4.1), Seller shall transfer its entire interest in the registered capital of the Company (constituting 100% of the equity interests in the registered capital of the Company) to Buyer (the “Transferred Equity Interest”) and Buyer shall accept the Transferred Equity Interest from Seller.

Ownership. Upon the Closing of the Equity Transfer, Buyer shall hold 100% of the equity interests in the registered capital of the Company.

Approvals. Promptly after execution of this Agreement, the Parties shall, in compliance with the requirements of PRC law, submit this Agreement and other relevant application documents to the relevant examination and approval authority (the “Examination and Approval Authority”) for approval. This Agreement shall become effective upon receipt of such approval which shall not materially change the contents of this Agreement or the intention of the Parties contemplated hereunder.

ARTICLE 2

EQUITY PURCHASE PRICE AND PAYMENT

Purchase Price for the Transferred Equity Interest. The Parties hereby agree that the purchase price of the Transferred Equity Interest is US$[ ]. The Parties further agree that that the above price shall be paid on the Closing or another time as agreed by the Parties.

Dividends. Both Parties agree that, effective as of the Closing Date, Buyer shall succeed to Seller’s rights with respect to receipt of any dividends paid by the Company.

Taxes. Seller and Buyer shall pay their respective taxes, fees, charges, levies and costs imposed in connection with or arising from the transfer of the Transferred Equity Interest from Seller to Buyer in accordance with applicable tax laws in China. For the avoidance of doubt, Seller shall be responsible for capital gains tax in connection with its income received from the Equity Transfer. Seller shall provide Buyer with evidence of fulfillment of relevant PRC tax filing obligations(i.e., copies of tax returns and tax settlement receipts) upon settlement of all applicable PRC taxes(if any).

ARTICLE 3

CLOSING AND CLOSING CONDITIONS

Closing. Subject to the fulfillment and/or waiver of the conditions to completion of the Equity Transfer (the “Closing”) as set forth in Article 3.2, the Closing shall take place at a location to be agreed by the Parties on the Closing Date (as defined below).

Execution. This Agreement, the Amendments to Articles of Association of the Company and any ancillary documents as required by regulations (collectively,

the “Basic Documents”), each in relation to the Company after the Equity Transfer, shall have been executed by the duly authorized and/or legal representatives of the relevant parties thereto.

Government Approvals. All necessary approvals, licenses, permits and registrations in connection with the Equity Transfer shall have been obtained and be in full force and effect and there shall be no litigation, administrative proceeding, investigation or inquiry pending in connection therewith. The approvals and registrations to be received shall include the following:

3.2.2.1

the approval of the Equity Transfer and Basic Documents and issuance of a new Certificate of Approval to the Company recording Buyer as the parent of the Company by the Examination and Approval Authority; and

3.2.2.2

the issuance of a new Business License to the Company recording Buyer as the parent of the Company by the local administration for industry and commerce (the “Company Registration Authority”).

Appointment of New Directors. All current Seller-appointed directors of the Company whom Buyer does not wish to retain as directors of the Company shall have tendered their resignations and Buyer shall have appointed new directors to replace these resigned directors.

Corporate Procedures. Each of Seller and Buyer shall have carried out and attended to its respective internal procedures which are required under the laws of the PRC in order to complete the Equity Transfer.

ARTICLE 4

CLOSING DATE

Closing Date. Provided that all the conditions to Closing set out in Article 3 have been fulfilled and/or waived by Seller or Buyer (as the case may be), the closing date (the “Closing Date”) for the completion of the Equity Transfer shall occur on the Closing Date under the MSPA.

Procedures. On the Closing Date, the Parties shall carry out the following procedures to effect the Equity Transfer (the Parties can waive any or all of the following procedures):

(a)

Seller shall present for cancellation to the Company the investment certificate previously issued by the Company to Seller (if applicable); and

(b)

Buyer shall be issued a new investment certificate by the Company (if applicable).

ARTICLE 5

CERTAIN PRE- AND POST-CLOSING MATTERS

Obligations Pre-Closing. The Parties agree that during the period between execution of this Agreement and Closing, Seller shall be and shall continue to be the beneficial owner of the Transferred Equity Interest and shall not, without Buyer’s prior consent, create or cause to be created any liens, charges or other encumbrances on such interest.

Obligations Post-Closing. The Parties agree to promptly handle any formalities relating to the Equity Transfer that remain unresolved after the Closing, including, without limitation, amendment of registrations with other government agencies such as tax bureaus, foreign exchange bureau, customs, and others (if applicable).

ARTICLE 6

REPRESENTATIONS AND WARRANTIES

Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer that, as of the date hereof and as of the Closing Date:

(a)

Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction where it is incorporated, and has the full legal right, power and authority required to enter into this Agreement and perform fully its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery by Buyer and approval by the Examination and Approval Authority, constitutes the valid and binding obligation of Seller enforceable in accordance with its terms.

(b)

Except as otherwise set forth in this Agreement, no filings with, notices to, or licenses, permits, consents, authorizations, qualifications, orders or other approvals of any governmental body or any other person are necessary to be obtained by Seller for its execution, delivery and performance of this Agreement.

(c)

The execution and delivery of this Agreement, the consummation of the transactions contemplated by it, and the fulfillment of and compliance with the terms and conditions of it, do not (i) violate any law or regulation, or any judicial or administrative order, award, judgment or decree, to which Seller is subject or by which Seller is bound, (ii) conflict with the terms, conditions or provisions of the organizational documents of Seller or (iii) result in a breach of or constitute a default under the terms of any agreement, contract, instrument or commitment to which Seller is a party or by which Seller is bound.

(d)

Seller is the lawful record and beneficial owner of the Transferred Equity Interest. Except as otherwise disclosed to Buyer, the Transferred Equity Interest is owned free and clear of all pledges, liens, charges, encumbrances, security interests, claims, options and restrictions of every kind.

(e)

All information contained in this Agreement (including the recitals) and supplied by Seller in connection with the Equity Transfer is true and correct.

(f)

Seller shall have performed and complied in all material respects with all of its obligations under this Agreement and each Basic Document that are to be performed or complied with by it prior to the Closing Date, and Seller shall not otherwise be in default in any material respect under any provision of this Agreement or any other Basic Document.

Representations, Warranties and Covenants of Buyer. Buyer hereby represents, warrants and covenants to Seller that, as of the date hereof and as of the Closing Date:

(a)

Buyer is duly established and validly existing under the laws of the jurisdiction where it is incorporated and has full legal right, power and authority required to enter into this Agreement and perform fully its obligations thereunder. This Agreement has been duly authorized, executed and delivered by Buyer and, assuming the due authorization, execution and delivery by Seller and approval by the Examination and Approval Authority, constitutes the valid and binding obligation of Buyer enforceable in accordance with its terms.

(b)

Except as otherwise set forth in this Agreement, no filings with, notices to, or licenses, permits, consents, authorizations, qualifications, orders or other approvals of any governmental body or any other person are necessary to be obtained by Buyer for its execution, delivery and performance of this Agreement.

(c)

The execution and delivery of this Agreement, the consummation of the transactions contemplated by it, and the fulfillment of and compliance with the terms and conditions of it, do not (i) violate any law or regulation, or any judicial or administrative order, award, judgment or decree, to which Buyer is subject or by which Buyer is bound, (ii) conflict with the terms, conditions or provisions of the organizational documents of Buyer or (iii) result in a breach of or constitute a default under the terms of any agreement, contract, instrument or commitment to which Buyer is a party or by which Buyer is bound.

(d)

Buyer has sufficient financial resources and capacity to pay the Equity Purchase Price.

(e)

Buyer shall have performed and complied in all material respects with all of its obligations under this Agreement and each Basic Document that are to be performed or complied with by it prior to the Closing Date, and Buyer shall not otherwise be in default in any material respect under any provision of this Agreement or any other Basic Document.

ARTICLE 7

MISCELLANEOUS PROVISIONS

Termination. If the MSPA is terminated, this Agreement shall be terminated accordingly. .

Effect of Termination. If this Agreement is terminated pursuant to Article 7.1, this Agreement shall become wholly void and of no further force and effect, and there shall be no liability under this Agreement, on the part of Seller or Buyer, except as provided in the MSPA.

Rights of Each Party. Any right of termination conferred upon each Party under this Agreement shall be in addition to and without prejudice to all other rights and remedies available to such Party.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, each Party shall pay its own respective transaction expenses, except as otherwise agreed by the Parties.

Governing Law. This Agreement and all matters arising out of or relating to this Agreement and the transactions contemplated hereby (including this Agreement’s interpretation, construction, performance and enforcement) shall be construed and interpreted according to the Laws of the People’s Republic of China, excluding any choice of law rules that may direct the application of the laws of another jurisdiction.

Dispute Resolution.

Any controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance or termination, shall be referred to and finally resolved by arbitration at the New York offices of the International Center for Dispute Resolution of the American Arbitration Association (“AAA”) in accordance with its International Arbitration Rules. The arbitration award shall be final and binding on the Parties. The prevailing Party shall have the right to apply to a court of competent jurisdiction for enforcement of such award.

Appendices. The appendices attached hereto and the other documents delivered pursuant hereto are hereby made an integral part of this Agreement as if set forth in full herein.

Severability. If any provision of this Agreement is held to be unenforceable, invalid or void to any extent for any reason, to the maximum extent allowable under Chinese laws, the enforceability and validity of the remaining provisions of this Agreement shall be addressed according to Section 11.15 of the MSPA.

Entire Agreement. This Agreement and the MSPA shall supersede all prior agreements made between the Parties with respect to the subject matter hereof and constitute the entire agreement among the Parties. It is expressly agreed that no amendments hereof shall be effective unless made in writing and signed by both Parties.

Headings. The headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement.

Breach. If a Party breaches this Agreement, it shall be liable for actual losses and damages suffered by the other Party.

MSPA. If there is any discrepancy between this Agreement and the MSPA, the MSPA shall prevail to the extent permissible under China law.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, this Agreement is signed by the authorized representatives of the Parties on the date first above written.


DOVER ASIA TRADING PRIVATE LTD.						CREDENCE INTERNATIONAL, LTD.



XXXXXXX XXXXXXX TECHNOLOGIES (SHENZHEN) LIMITED

Signature Page

EQUITY TRANSFER AGREEMENT RELATING TO THE TRANSFER OF THE

ENTIRE EQUITY INTEREST IN TEST SOLUTIONS (SUZHOU) CO., LTD.

CONTRACTING PARTIES

DOVER ASIA TRADING PRIVATE LTD.

and

CREDENCE INTERNATIONAL, LTD.

2013 ________

________, 2013

TABLE OF CONTENTS




		2

ARTICLE 1	TRANSFER OF REGISTERED CAPITAL	2

		2

ARTICLE 2	EQUITY PURCHASE PRICE AND PAYMENT	2

		3

ARTICLE 3	CLOSING AND CLOSING CONDITIONS	3

		5

ARTICLE 4	CLOSING DATE	5

		5

ARTICLE 5	CERTAIN PRE- AND POST-CLOSING MATTERS	5

		6

ARTICLE 6	REPRESENTATIONS AND WARRANTIES	6

		9

ARTICLE 7	MISCELLANEOUS PROVISONS	9

EQUITY TRANSFER AGREEMENT

THIS EQUITY TRANSFER AGREEMENT (this “Agreement”) is made this _____ day of ____, 2013 between Dover Asia Trading Private Ltd. (“Seller”), a corporation duly organized and validly existing under the laws of Singapore, and Credence International, Ltd. (“Buyer”), a corporation duly organized and validly existing under the laws of British Virgin Islands. Each of Seller and Buyer is referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS, Test Solutions (Suzhou) Co., Ltd. (the “Company”) is a wholly foreign-owned enterprise duly organized and validly existing under the laws of the People’s Republic of China (“PRC” or “China”) and a wholly-owned subsidiary of Seller; and

WHEREAS, pursuant to the terms and conditions of the Master Sale and Purchase Agreement (“MSPA”) executed by Dover Printing & Identification, Inc., Dover Corporation (solely for purposes of Sections 11.3(b), 11.4 and 11.16 thereof), and LTX-Credence Corporation dated [ ], 2013, Seller and Buyer wish to enter into this Agreement under which Seller will transfer to Buyer and Buyer will accept from Seller the entire equity interest in the Company’s registered capital held by Seller, which constitutes 100% of the equity interests in the registered capital of the Company (the “Equity Transfer”) as further provided in Article 1.

NOW, THEREFORE, the Parties, after friendly discussion and based on the principles of equality and mutual benefit, agree to the following terms and conditions:

ARTICLE 1

TRANSFER OF REGISTERED CAPITAL

Ownership. Upon the Closing of the Equity Transfer, Buyer shall hold 100% of the equity interests in the registered capital of the Company.

ARTICLE 2

EQUITY PURCHASE PRICE AND PAYMENT

Consideration for the Transferred Equity Interest. The Parties hereby agree that the purchase price for the Transferred Equity Interest is US$[ ]. The Parties further agree that that the above price shall be paid at Closing or another time as agreed by the Parties.

Dividends. Both Parties agree that, effective as of the Closing Date, Buyer shall succeed to Seller’s rights with respect to receipt of any dividends paid by the Company.

ARTICLE 3

CLOSING AND CLOSING CONDITIONS

Execution. This Agreement, the Amendments to Articles of Association of the Company and any ancillary documents as required by regulations (collectively, the “Basic Documents”), each in relation to the Company after the Equity Transfer, shall have been executed by the duly authorized and/or legal representatives of the relevant parties thereto.

the issuance of a new Business License to the Company recording Buyer as the parent of the Company by the local administration for industry and commerce (the “Company Registration Authority”).

ARTICLE 4

CLOSING DATE

Closing Date. Provided that all the conditions to Closing set out in Article 3 have been fulfilled and/or waived by Seller or Buyer (as the case may be), the closing date (the “Closing Date”) for the completion of the Equity Transfer shall occur on the Closing Date under the MSPA.

Procedures. On the Closing Date, the Parties shall carry out the following procedures to effect the Equity Transfer (the Parties can waive any or all of the following procedures):

Seller shall present for cancellation to the Company the investment certificate previously issued by the Company to Seller (if applicable); and

Buyer shall be issued a new investment certificate by the Company (if applicable).

ARTICLE 5

CERTAIN PRE- AND POST-CLOSING MATTERS

Obligations Pre-Closing. The Parties agree that during the period between execution of this Agreement and Closing, Seller shall be and shall continue to be the record or beneficial owner of the Transferred Equity Interest and shall not, without Buyer’s prior consent, create or cause to be created any liens, charges or other encumbrances on such interest.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES

Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer that, as of the date hereof and as of the Closing Date:

All information contained in this Agreement (including the recitals) and supplied by Seller in connection with the Equity Transfer is true and correct.

Representations, Warranties and Covenants of Buyer. Buyer hereby represents, warrants and covenants to Seller that, as of the date hereof and as of the Closing Date:

Except as otherwise set forth in this Agreement, no filings with, notices to, or licenses, permits, consents, authorizations, qualifications, orders or other approvals of any governmental body or any other person are necessary to be obtained by Buyer for its execution, delivery and performance of this Agreement.

The execution and delivery of this Agreement, the consummation of the transactions contemplated by it, and the fulfillment of and compliance with the terms and conditions of it, do not (i) violate any law or regulation, or any judicial or administrative order, award, judgment or decree, to which Buyer is subject or by which Buyer is bound, (ii) conflict with the terms, conditions or provisions of the organizational documents of Buyer or (iii) result in a breach of or constitute a default under the terms of any agreement, contract, instrument or commitment to which Buyer is a party or by which Buyer is bound.

Buyer has sufficient financial resources and capacity to pay the Equity Purchase Price.

ARTICLE 7

MISCELLANEOUS PROVISIONS

Termination. If the MSPA is terminated, this Agreement shall be terminated accordingly.

Effect of Termination. If this Agreement is terminated pursuant to Article 7.1, this Agreement shall become wholly void and of no further force and effect, and there shall be no liability under this Agreement on the part of Seller or Buyer, except as provided in the MSPA.

Rights of Each Party. Any right of termination conferred upon each Party under this Agreement shall be in addition to and without prejudice to all other rights and remedies available to such Party.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, each Party shall pay its own respective transaction expenses, except as otherwise agreed by the Parties.

Dispute Resolution.

Appendices. The appendices attached hereto and the other documents delivered pursuant hereto are hereby made an integral part of this Agreement as if set forth in full herein.

Headings. The headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement.

Breach. If a Party breaches this Agreement, it shall be liable for actual losses and damages suffered by the other Party.

MSPA. If there is any discrepancy between this Agreement and the MSPA, the MSPA shall prevail to the extent permissible under law.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, this Agreement is signed by the authorized representatives of the Parties on the date first above written.


DOVER ASIA TRADING PRIVATE LTD.						CREDENCE INTERNATIONAL, LTD.






TEST SOLUTIONS (SUZHOU) CO., LTD.

Signature Page

atg L&M German Transfer Deed

[notarielle Beurkundung erforderlich / requires notarization]


Vertrag über den Verkauf und die Abtretung von GmbH-Geschäftsanteilen		Agreement on the Sale and Transfer of Shares in a Limited Liability Company

(nachfolgend der “Vertrag” genannt)		(hereinafter referred to as the “Agreement”)

zwischen		between

Dover Germany GmbH,


einer deutschen Gesellschaft mit beschränkter Haftung, eingetragen im Handelsregister des Amtsgerichts Potsdam unter HRB 21182 (nachfolgend “Verkäuferin” genannt),		a German company with limited liability, registered with the commercial register of the local court of Potsdam under HRB 21182 (hereinafter referred to as “Seller”),

und		and

[LTX acquiring entity],


eine [##] Gesellschaft, [##], (nachfolgend “Käuferin” genannt),		a [##] company [##] (hereinafter referred to as “Buyer”),

die Verkäuferin und die Käuferin nachfolgend gemeinsam die “Parteien” genannt.		the Seller and Buyer hereinafter collectively referred to as the “Parties”.

Präambel		Recitals

(1) Die Verkäuferin ist Inhaberin von insgesamt drei (3) Geschäftsanteilen mit einem Nennbetrag von jeweils EUR 25.000.00, EUR 2.000.000.00, und EUR 2.975.000,00 (die “Geschäftsanteile”) (entsprechen 100 % des eingetragenen Stammkapitals von EUR 5.000.000.,00) an der atg Luther & Maelzer GmbH, einer deutschen Gesellschaft mit beschränkter Haftung mit Sitz in Wertheim, eingetragen		(1) Seller holds three (3) shares with a nominal value of each EUR 25.000.00, EUR 2.000.000.00, and EUR 2.975.000,00 (the “Shares”) (representing 100 % of the registered share capital of EUR 5.000.000,00) in atg Luther & Maelzer GmbH, a German limited liability company having its corporate seat in Wertheim, registered

atg L&M German Transfer Deed


im Handelsregister des Amtsgerichts Mannheim unter HRB 705702 (nachfolgend “Zielgesellschaft” genannt).		with the commercial register of the local court of Mannheim under HRB 705702 (hereinafter referred to as “Target Company”).

(2) Die Zielgesellschaft ist Teil eines Geschäftsbereiches, den die Verkäuferin bzw. die mit ihr verbundenen Unternehmen mit Kaufvertrag vom [—] (der “Kaufvertrag”) an die Käuferin bzw. die mit der Käuferin verbundenen Unternehmen verkauft haben. In Zuge dieses Verkaufs hat sich die Verkäuferin bzw. haben sich die mit ihr verbundenen Unternehmen verpflichtet, an die Käuferin die Geschäftsanteile an der Zielgesellschaft zu verkaufen und abzutreten. Die vorliegende Urkunde begründet keine darüber hinausgehenden Rechte oder Pflichten der Parteien dieses Vertrages untereinander.		(2) The Target Company belongs to a business segment which the Seller or affiliated companies of Seller sold to the Buyer (including affiliated companies of Buyer) under a certain master sale and purchase agreement (the “Master SPA”) dated [—]. In connection with such sale, the Seller or affiliated companies of Seller have undertaken to sell, transfer and assign all Shares in the Target Company to the Buyer. The present notarial deed shall not create any further rights or obligations among the Parties of this Agreement.

(3) Die Zielgesellschaft hält Grundbesitz.		(3) The Target Company owns real property.

Dies vorausgeschickt, vereinbaren die Verkäuferin und die Käuferin Folgendes:		Therefore, Seller and Buyer agree as follows:

atg L&M German Transfer Deed


§ 1		Section 1

Die Verkäuferin verkauft hiermit die Geschäftsanteile an die diesen Verkauf annehmenden Käuferin.		Seller sells the Shares to Buyer, who hereby accepts such sale.

Die Verkäuferin xxxxx hiermit die Geschäftsanteile an die Käuferin ab. Die Geschäftsanteile werden mit xxxxx damit verbundenen Rechten und Pflichten übertragen, einschließlich des Gewinnbezugsrechts.		Seller hereby assigns and transfers the Shares to Buyer. The Shares are assigned and transferred with all ancillary rights and obligations pertaining thereto, including all dividend rights.

Die Abtretung steht unter der aufschiebenden Bedingung der Zahlung des Kaufpreises. Der Xxxxxx hat die Zahlung des Kaufpreises dem Notar anzuzeigen.		The assignment shall be subject to the condition precedent of the payment of the Purchase Price. The buyer has to give notice to the public notary of the payment of the Purchase Price.

Die Käuferin nimmt hiermit die vorstehende Abtretung an.		Buyer hereby accepts such assignment and transfer.

Die Verkäuferin wird den Notar unverzüglich über den Eintritt der Bedingung unterrichten.		The Seller shall immediately notify the notary about the satisfaction of the condition precedent.

§ 2		Section 2

Der Kaufpreis für die Geschäftsanteile beträgt USD [###] (“Kaufpreis”).		The purchase price for the Shares amounts to USD [###] (“Purchase Price”).

§ 3		Section 3

Im Rahmen des gesetzlich Zulässigen wird jede Gewährleistung und jede sonstige Haftung der Verkäuferin im Zusammenhang mit der Übertragung der Geschäftsanteile gemäß diesem Vertrag über die Abtretung von GmbH-Geschäftsanteilen ausgeschlossen. Etwaige Rechte der		Any representations or warranties as well as any other liability of Seller in connection with the sale and transfer of the Shares under this Agreement shall be excluded to the fullest extent legally permissible, provided, however, that any rights of the Buyer or affiliated companies of the Buyer against the Seller or

atg L&M German Transfer Deed


Käuferin oder mit ihr verbundener Unternehmen gegen die Verkäuferin oder die mit dieser verbundenen Unternehmen aus anderen vertraglichen Vereinbarungen bleiben von dieser Urkunde unberührt.		affiliated companies of the Seller arising out of any other contractual arrangements shall not be affected by this deed.
§ 4		Section 4

Die Verkäuferin bevollmächtigt die Käuferin bis zur Aufnahme der aktualisierten Gesellschafterliste bei dem zuständigen Handelsregister die Gesellschafterrechte der Verkäuferin auszuüben.		Seller hereby authorizes Buyer to exercise all shareholder rights of Seller until the updated shareholder list has been taken in by the competent commercial register.

§ 5		Section 5

1. Die Kosten der Beurkundung dieses Vertrages trägt jede Partei je zur Hälfte.		1. The notary fees for the notarization of this Agreement shall be split 50/50 between the Parties.

2. Dieser Vertrag unterliegt deutschem Recht. Das UN-Kaufrecht findet keine Anwendung.		2. This Agreement shall be governed by, and construed in accordance with, the laws of Germany. The UN Convention on Contracts for the International Sales of Goods shall not apply.

3. Ausschließlicher Gerichtsstand für alle Streitigkeiten aus diesem Vertrag oder seiner Wirksamkeit ist Potsdam.		3. Exclusive venue for all disputes arising under this Agreement or its validity shall be Potsdam.

4. Nur die deutsche Fassung dieses Vertrages ist bindend. Die englische Fassung ist dieser Urkunde nur der Einfachheit halber beigefügt und wird von dem beurkundenden Notar nicht mitverlesen.		4. Only the German version of this Agreement shall be binding. The English version has been added for convenience only and has not been read out by the notary public.

* * * * *

MULTITEST German Transfer Deed

[notarielle Beurkundung erforderlich / requires notarization]


Vertrag über den Verkauf und die Abtretung von GmbH-Geschäftsanteilen		Agreement on the Sale and Transfer of Shares in a Limited Liability Company

(nachfolgend der “Vertrag” genannt)		(hereinafter referred to as the “Agreement”)

zwischen		between

Dover Germany GmbH,


einer deutschen Gesellschaft mit beschränkter Haftung, eingetragen im Handelsregister des Amtsgerichts Potsdam unter HRB 21182 (nachfolgend “Verkäuferin” genannt),		a German company with limited liability, registered with the commercial register of the local court of Potsdam under HRB 21182 (hereinafter referred to as “Seller”),

und		and

[LTX acquiring entity],


eine [##] Gesellschaft, [##], (nachfolgend “Käuferin” genannt),		a [##] company [##] (hereinafter referred to as “Buyer”),

die Verkäuferin und die Käuferin nachfolgend gemeinsam die “Parteien” genannt.		the Seller and Buyer hereinafter collectively referred to as the “Parties”.

Präambel		Recitals

(1) Die Verkäuferin ist Inhaberin von insgesamt vier (4) Geschäftsanteilen mit einem Nennbetrag von jeweils EUR 322.410,00, EUR 597.590,00, EUR 80.000,00 und EUR 336.000,00 (die “Geschäftsanteile”) (entsprechen 100 % des eingetragenen Stammkapitals von EUR 1.336.000,00) an der Multitest GmbH, einer deutschen Gesellschaft mit beschränkter Haftung mit Sitz in Rosenheim, eingetragen im Handelsregister des Amtsgerichts Traunstein unter HRB 14634 (nachfolgend “Zielgesellschaft” genannt).		(1) Seller holds four (4) shares with a nominal value of each EUR 322,410.00, EUR 597,590.00, EUR 80,000.00 and EUR 336,000.00 (the “Shares”) (representing 100 % of the registered share capital of EUR 1,336,000.00) in Multitest GmbH, a German limited liability company having its corporate seat in Rosenheim, registered with the commercial register of the local court of Traunstein under HRB 14634 (hereinafter referred to as “Target Company”).

MULTITEST German Transfer Deed



(2) Die Zielgesellschaft ist Teil eines Geschäftsbereiches, den die Verkäuferin bzw. die mit ihr verbundenen Unternehmen mit Kaufvertrag vom [—] (der “Kaufvertrag”) an die Käuferin bzw. die mit der Käuferin verbundenen Unternehmen verkauft haben. In Zuge dieses Verkaufs hat sich die Verkäuferin bzw. haben sich die mit ihr verbundenen Unternehmen verpflichtet, an die Käuferin die Geschäftsanteile an der Zielgesellschaft zu verkaufen und abzutreten. Die vorliegende Urkunde begründet keine darüber hinausgehenden Rechte oder Pflichten der Parteien dieses Vertrages untereinander.		(2) The Target Company belongs to a business segment which the Seller or affiliated companies of Seller sold to the Buyer (including affiliated companies of Buyer) under a certain master sale and purchase agreement (the “Master SPA”) dated [—]. In connection with such sale, the Seller or affiliated companies of Seller have undertaken to sell, transfer and assign all Shares in the Target Company to the Buyer. The present notarial deed shall not create any further rights or obligations among the Parties of this Agreement.

(3) Die Zielgesellschaft hält keinen Grundbesitz.		(3) The Target Company does not own real property.

MULTITEST German Transfer Deed


Dies vorausgeschickt, vereinbaren die Verkäuferin und die Käuferin Folgendes:		Therefore, Seller and Buyer agree as follows:



§ 1		Section 1

Die Verkäuferin verkauft hiermit die Geschäftsanteile an die diesen Verkauf annehmenden Käuferin.		Seller sells the Shares to Buyer, who hereby accepts such sale.

Die Verkäuferin xxxxx hiermit die Geschäftsanteile an die Käuferin ab. Die Geschäftsanteile werden mit xxxxx damit verbundenen Rechten und Pflichten übertragen, einschließlich des Gewinnbezugsrechts.		Seller hereby assigns and transfers the Shares to Buyer. The Shares are assigned and transferred with all ancillary rights and obligations pertaining thereto, including all dividend rights.

Die Abtretung steht unter der aufschiebenden Bedingung der Zahlung des Kaufpreises. Der Xxxxxx hat die Zahlung des Kaufpreises dem Notar anzuzeigen.		The assignment shall be subject to the condition precedent of the payment of the Purchase Price. The buyer has to give notice to the public notary of the payment of the Purchase Price.

Die Käuferin nimmt hiermit die vorstehende Abtretung an.		Buyer hereby accepts such assignment and transfer.



Die Verkäuferin wird den Notar unverzüglich über den Eintritt der Bedingung unterrichten.		The Seller shall immediately notify the notary about the satisfaction of the condition precedent.

§ 2		Section 2

Der Kaufpreis für die Geschäftsanteile beträgt USD [###] (“Kaufpreis”).		The purchase price for the Shares amounts to USD [###] (“Purchase Price”).

§ 3		Section 3

Im Rahmen des gesetzlich Zulässigen wird jede Gewährleistung und jede sonstige Haftung der Verkäuferin im Zusammenhang mit der Übertragung der Geschäftsanteile gemäß diesem Vertrag über die Abtretung von GmbH-Geschäftsanteilen ausgeschlossen. Etwaige Rechte der Käuferin oder mit ihr verbundener Unternehmen gegen die Verkäuferin oder die mit dieser verbundenen Unternehmen aus anderen vertraglichen Vereinbarungen bleiben von dieser Urkunde unberührt.		Any representations or warranties as well as any other liability of Seller in connection with the sale and transfer of the Shares under this Agreement shall be excluded to the fullest extent legally permissible, provided, however, that any rights of the Buyer or affiliated companies of the Buyer against the Seller or affiliated companies of the Seller arising out of any other contractual arrangements shall not be affected by this deed.

MULTITEST German Transfer Deed



§ 4		Section 4

Die Verkäuferin bevollmächtigt die Käuferin bis zur Aufnahme der aktualisierten Gesellschafterliste bei dem zuständigen Handelsregister die Gesellschafterrechte der Verkäuferin auszuüben.		Seller hereby authorizes Buyer to exercise all shareholder rights of Seller until the updated shareholder list has been taken in by the competent commercial register.

§ 5		Section 5

1. Die Kosten der Beurkundung dieses Vertrages trägt jede Partei je zur Hälfte.		1. The notary fees for the notarization of this Agreement shall be split 50/50 between the Parties.

2. Dieser Vertrag unterliegt deutschem Recht. Das UN-Kaufrecht findet keine Anwendung.		2. This Agreement shall be governed by, and construed in accordance with, the laws of Germany. The UN Convention on Contracts for the International Sales of Goods shall not apply.

3. Ausschließlicher Gerichtsstand für alle Streitigkeiten aus diesem Vertrag oder seiner Wirksamkeit ist Potsdam.		3. Exclusive venue for all disputes arising under this Agreement or its validity shall be Potsdam.

4. Nur die deutsche Fassung dieses Vertrages ist bindend. Die englische Fassung ist dieser Urkunde nur der Einfachheit halber beigefügt und wird von dem beurkundenden Notar nicht mitverlesen.		4. Only the German version of this Agreement shall be binding. The English version has been added for convenience only and has not been read out by the notary public.

* * * * *

AGREEMENT

FOR THE SALE OF THE QUOTA HELD IN ECT

XXXXXXX XXXXXXX TECHNOLOGIES HUNGARY

GYÁRTÁSELLENŐRZŐ KORLÁTOLT FELELŐSSÉGŰ

TÁRSASÁG BY DOVER CORPORATION AND

DOVER GLOBAL HOLDINGS INC

AGREEMENT

dated ______ 2013

ENTERED INTO BY AND BETWEEN:

1.	DOVER GLOBAL HOLDINGS INC, a company incorporated in Delaware, USA (registration no FEIN 00-0000000), whose registered office is at 000 Xxxxxxxxxx Xxxx , Xxxxx 0, Xxxxxxxxxx, Xxxxxxxx 00000 (“Dover Global”);

DOVER CORPORATION, a company incorporated in Delaware, USA (registration no FEIN 00-0000000), whose principal executive office is at 0000 Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxx, Xxxxxxxx 00000 (“Dover” and together with Dover Global, the “Sellers” or each individually and generically a “Seller” as appropriate); and

3.	*[]** a company incorporated in [] (registration no. []) whose registered office is at [] (the “Purchaser*”).

(the Sellers and the Purchaser jointly are the “Parties”)

WHEREAS

The Sellers are the registered quotaholders in ECT Xxxxxxx Xxxxxxx Technologies Hungary Gyártásellenőrző Korlátolt Felelősségű Társaság, incorporated in Hungary (registration no: 20-09-065537) whose registered office is at HU-8900 Zalaegerszeg, Sport u 3 (the “Company”) collectively holding 100% of the Quota of the Company.

The Purchaser, Dover and Dover Printing & Identification, Inc., an affiliate of Dover (“DP&I”), entered into a master sale and purchase agreement (“SPA”) on [*] 2013, pursuant to which Dover and DP&I agreed to procure the sale of, among other things, the Quota (as defined below) to the Purchaser for the consideration and upon the terms set out in the SPA and this Agreement.

C.	On the basis of the above, the Sellers have agreed to sell the Quota and the Purchaser has agreed to purchase the Quota for the consideration and upon the terms set out in the SPA and this Agreement.

IN ACCORDANCE WITH THE ABOVE, THE PARTIES AGREE AS FOLLOWS:

1.	INTERPRETATION

1.1	In this agreement:

“Agreement” means the present sale and purchase agreement for the Quotas of the Company.

“Deed of Foundation” means the current deed of foundation of the Company as of the date hereof.

- 2 -

“Quota” means the fully paid up quotas of the Company with a nominal value of HUF [3,000,000] held by the Sellers, in the proportion of [*] percent exclusively held by Dover Global and the remaining [*] percent held exclusively by Dover, which quotas together represent 100 percent of the registered capital of the Company.

1.2	Capitalised terms used in this Agreement shall have the same meaning ascribed to them in the SPA, unless expressly defined otherwise herein.

2.	SALE AND PURCHASE

2.1	The Sellers agree to sell with full title guarantee and the Purchaser agrees to purchase the Quota, and each right attaching to the Quota at the Closing, free of any encumbrance.

2.2	The total purchase price for the Quota shall be payable and settled in accordance with the terms of the SPA.

2.3	The Sellers shall procure that all of the completion obligations relating to the transfer of the Quota set out in the SPA are duly satisfied in accordance with the terms of the SPA.

3.	GOVERNING LAW AND JURISDICTION

3.1

This Agreement and all matters arising out of or relating to this Agreement and the transactions contemplated hereby (including this Agreement’s interpretation, construction, performance and enforcement) shall be construed and interpreted according to the Laws of the State of Delaware, excluding any choice of law rules that may direct the application of the Laws of another jurisdiction. This Agreement shall be construed and interpreted in accordance with the English language only, which language shall be controlling in all respects. No translation, if any, of this Agreement shall have any force or effect in the interpretation hereof or in the determination of the intent of the Parties hereunder; provided, however, that the Parties agree that for the purposes of enforcement by any court, judicial execution or authority in Hungary, such bodies and persons can freely rely on the Hungarian translation of this Agreement and, in such case, the Hungarian version is deemed prevailing.

3.2

Each Party stipulates that any dispute shall be commenced and prosecuted in its entirety in, and consents to the exclusive jurisdiction and proper venue of, the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware, and each Party consents to personal and subject matter jurisdiction and venue in any such court and waives and relinquishes all right to attack the suitability or convenience of any such venue or forum by reason of their present or future domiciles, or by any other reason. The Parties acknowledge that all Orders issued by any such court will be binding and enforceable in all jurisdictions and countries. Without limiting any other means of service, each Party agrees that service of any process, summons, notice or document with respect to any Proceeding may be served on it in accordance with the notice provisions set forth in Section 11.7 of the SPA. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

- 3 -

4.	GENERAL

4.1	The Parties agree that the Purchaser may exercise its rights relating to the Quota following the Closing.

4.2	The Purchaser declares that it is aware of the Deed of Foundation of the Company and it accepts the provisions thereof as binding upon it.

5.	COUNTERPARTS

5.1

This Agreement may be executed in any number of counterparts, and by the Parties on separate counterparts, but shall not be effective until each Party has executed at least one counterpart. Each counterpart shall constitute an original of this Agreement, but the counterparts shall together constitute but one and the same instrument.

- 4 -

6.	SIGNATURE

This Agreement is signed by duly authorised representatives of the Parties:


Signed by		)
for and on behalf of		)
DOVER GLOBAL HOLDINGS INC		)

Signed by		)
for and on behalf of		)
DOVER CORPORATION		)

Signed by		)
for and on behalf of		)
*[].**		)

- 5 -

DATED THIS DAY OF 2013

Between

DOVER NETHERLANDS SERVICES B.V.

as the Vendor

and

LTX-CREDENCE SDN. BHD.

as the Purchaser

SALE AND PURCHASE AGREEMENT

relating to five million eighty eight thousand three hundred fifteen (5,088,315) ordinary shares of

Ringgit Malaysia One (RM1.00) each

consisting of

the entire issued and paid-up share capital of

MULTITEST ELECTRONIC SYSTEMS (PENANG) SDN. BHD.

TABLE OF CONTENTS


CLAUSE	HEADING	PAGE

1.	DEFINITIONS AND INTERPRETATION		1

2.	SALE OF THE SALE SHARES		3

3.	CONSIDERATION FOR THE SALE SHARES		3

4.	COMPLETION		3

5.	COSTS		4

6.	EFFECT OF COMPLETION		5

7.	COMMUNICATIONS		5

8.	ENTIRE AGREEMENT		5

9.	TIME OF ESSENCE		5

10.	COUNTERPARTS		5

11.	FURTHER ASSURANCE		5

12.	GOVERNING LAW		6

THIS SALE AND PURCHASE AGREEMENT is made on___________________________2013

BETWEEN:

(1)	DOVER NETHERLANDS SERVICES B.V. (Company No.: [• ]), a company incorporated in accordance with the laws of the Netherlands and having its registered office at [•] (the “Vendor”); and

(2)	LTX-Credence Sdn. Bhd. (Company No.: [•]), a company incorporated in [•] and having its registered office at [•] (the “Purchaser”),

(collectively, the “Parties” and each, a “Party”).

WHEREAS:

(A)

MULTITEST ELECTRONIC SYSTEMS (PENANG) SDN. BHD. (Company No.: 513668-H) (the “Company”), was incorporated in Malaysia on 8 May 2000 and has, at the date hereof, an issued and paid-up capital of Ringgit Malaysia Five Million Eighty Eight Thousand Three Hundred Fifteen (RM5,088,315) consisting of five million eighty eight thousand three hundred fifteen (5,088,315) ordinary shares of Ringgit Malaysia One (RM1.00) each in the Company.

(B)	The Vendor is the legal and beneficial owner of five million eighty eight thousand three hundred fifteen (5,088,315) ordinary shares of Ringgit Malaysia One (RM1.00) each in the share capital of the Company, representing the entire issued and paid-up share capital of the Company.

(C)

The Vendor is an affiliate of Dover Printing & Identification, Inc. (“Dover”) and Dover Corporation, which have on [•-insert date of Master Agreement] entered into a Master Sale and Purchase Agreement with LTX-Credence Corporation (“LTX”), an affiliate of the Purchaser, in relation to, amongst others, the sale and purchase of the outstanding capital stock of certain companies, including the Company (the “Master Agreement”).

(D)	This Agreement is entered into pursuant to Section 1.4 of the Master Agreement.

NOW IT IS HEREBY AGREED as follows:

1.	DEFINITIONS AND INTERPRETATION

1.1	In this Agreement unless the context requires otherwise:

“Business Day” means a day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks are open for business in Malaysia;

“Company” shall have the meaning ascribed to it in Recital (A);

“Completion” means completion of the sale and purchase of the Sale Shares pursuant to Clause 4;

“Completion Date” means the date of this Agreement;

“Consideration” shall have the meaning ascribed to it in Clause 3.1;

“Dover” shall have the meaning ascribed to it in Recital (C);

“Encumbrance” means any mortgage, lien, pledge, charge, claim, security interest or encumbrance of any kind, or any defect in title, in each case arising by contract, by operation of Law (as defined in the Master Agreement) or otherwise;

“Master Agreement” shall have the meaning ascribed to it in Recital (C);

“Sale Shares” means five million eighty eight thousand three hundred fifteen (5,088,315) Share, representing the entire issued and paid-up share capital of the Company; and

“Share” means the ordinary share of Ringgit Malaysia One (RM1.00 each) in the share capital of the Company.

1.2	In this Agreement, a reference to:

(a)

a statutory provision shall include that provision and any regulations made in pursuance thereof as from time to time modified, re-enacted or consolidated, whether before or after the date of this Agreement and shall include also any past statutory provision or regulation (as from time to time modified, re-enacted or consolidated) which such provision or regulation has directly or indirectly replaced (except to the extent that any such statutory provision or regulation made, modified, re-enacted or consolidated after the date of this Agreement would create or increase any liability of any party under this Agreement);

(b)

“this Agreement” includes all amendments, additions, and variations thereto agreed between the Parties;

(c)

“person” shall mean any individual, corporation, partnership, limited liability company, joint venture, joint stock company, trust, unincorporated organization or Governmental Entity (as defined in the Master Agreement);

(d)

“written” and “in writing” include any means of visible reproduction; and

(e)

“Recitals” and “Clauses” are to the recitals and clauses of this Agreement (unless the context otherwise requires).

1.3	Unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing a specific gender shall include the other genders (male, female or neuter).

1.4	The headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement.

1.5	Any thing or obligation to be done under this Agreement which requires or falls to be done on a stipulated day, shall be done on the next succeeding Business Day, if the day upon which that thing or obligation to be done falls on a day which is not a Business Day.

2.	SALE OF THE SALE SHARES

Subject to the terms and conditions of this Agreement, the Vendor shall sell as legal and beneficial owner of the Sale Shares, and the Purchaser shall purchase the Sale Shares, free from all Encumbrances and together with all rights, dividends, entitlements and advantages at the Completion Date and thereafter.

3.	CONSIDERATION FOR THE SALE SHARES

3.1	The consideration for the purchase of the Sale Shares shall be such amount as is determined in accordance with the terms of the Master Agreement (the “Consideration”).

3.2	The Consideration shall be satisfied by the payment thereof to the Vendor in accordance with Clause 4.3.

4.	COMPLETION

4.1	Completion shall take place on the Completion Date, where all of the events described below shall occur.

4.2	On Completion, the Vendor shall deliver to the Purchaser:

(a)

the share certificate in respect of the Sale Shares, together with the valid share transfer form in respect of the Sale Shares, duly executed by the Vendor in favour of the Purchaser or its nominee;

(b)

a certified true copy of the resolutions passed by the board of directors of the Company:

(i)

approving the transfer of the Sale Shares to the Purchaser or its nominee;

(ii)

authorising the issue of a new share certificate in respect of the Sale Shares in favour of the Purchaser or its nominee; and

(iii)

approving the entry into the register of members of the Company the name of the Purchaser or such nominee as the holder of the Sale Shares and the making of such other entries into other corporate records of the Company as may be necessary;

(c)

a certified true copy of the resolutions passed by the board of directors of the Vendor:

(i)

approving the sale of the Sale Shares to the Purchaser or its nominee; and

(ii)

authorising the execution and delivery by the Vendor of this Agreement and all other documents and agreements ancillary or pursuant thereto or in connection therewith, and the execution thereof (where necessary) under the common seal of the Vendor; and

(d)

a certified true copy of the resolutions passed by shareholders of the Vendor:

(i)

approving the sale of the Sale Shares to the Purchaser or its nominee; and

(ii)

4.3

On Completion and against compliance with the provisions of Clause 4.2, the Purchaser shall procure LTX to deliver payment of the Consideration to the Vendor, in accordance with the terms of the Master Agreement. The Vendor agrees that the obligation of the Purchaser to pay the Consideration pursuant to this Agreement shall be settled and discharged in full upon the remittance by LTX or its affiliate(s) of the Consideration to the Vendor in accordance with the terms of the Master Agreement.

4.4	On Completion, the Purchaser shall deliver to the Vendor:

(a)

a certified true copy of the resolutions passed by the board of directors of the Purchaser:

(i)

approving the purchase of the Sale Shares from the Vendor; and

(ii)

authorising the execution and delivery by the Purchaser of this Agreement and all other documents and agreements ancillary or pursuant thereto or in connection therewith, and the execution thereof (where necessary) under the common seal of the Purchaser; and

(b)

a certified true copy of the resolutions passed by the shareholders of the Purchaser:

(i)

approving the purchase of the Sale Shares from the Vendor; and

(ii)

4.5	The Purchaser shall not be obliged to perform any of its obligations under Clauses 4.3 and 4.4 unless the Vendor performs its obligations under Clause 4.2.

COSTS

5.1	Each of the Vendor and the Purchaser shall bear 50% of stamp duty and other documentary taxes (if any) payable in connection with the transfer of the Sale Shares from the Vendor to the Purchaser.

5.2

Save as set out in Clause 5.1 and the Master Agreement, each Party shall bear its own legal and other costs and expenses of and incidental to the negotiation, preparation, execution and performance by it of this Agreement and all ancillary documents and the sale and purchase hereby agreed to be made.

6.	EFFECT OF COMPLETION

The provisions of this Agreement, including the covenants and undertakings herein contained (insofar as the same shall not have been fully performed at Completion), shall remain in full force and effect notwithstanding Completion and shall not in any respect be extinguished or affected by Completion, or by any other event or matter whatsoever, except by a specific and duly authorised written waiver or release by the Purchaser. Completion shall not prejudice any rights of any Party which may have accrued hereunder prior to Completion.

7.	COMMUNICATIONS

Each and every communication under this Agreement shall be made in writing. Each communication or document to be delivered to or by a Party shall be deemed sent to or by that Party for the purpose of this Agreement if delivered to or by Dover (in respect of the Vendor) and LTX (in respect of the Purchaser) in accordance with Section 11.7 of the Master Agreement.

8.	ENTIRE AGREEMENT

This Agreement and the documents referred to in it (including the Master Agreement) constitute the entire agreement and understanding between the Parties relating to the subject matter of this Agreement and no Party has entered into this Agreement in reliance upon any representation, warranty or undertaking of the other Party which is not set out or referred to in this Agreement. Nothing in this Clause 8 shall however operate to limit or exclude liability for fraud.

9.	TIME OF ESSENCE

Any time, date or period mentioned in any provision of this Agreement may be extended by mutual agreement between the Parties but as regards any time, date or period originally fixed and not extended or any time, date or period so extended as aforesaid, time shall be of the essence.

10.

COUNTERPARTS

This Agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Each Party may enter into this Agreement by signing any such counterpart and each counterpart shall be as valid and effectual as if executed as an original.

11.

FURTHER ASSURANCE

Each of the Parties shall, and shall use reasonable endeavours to procure that any necessary third party shall, from time to time following Completion execute such documents and perform such acts and things as the other Parties may reasonably require to transfer the Sale Shares to the Purchaser and to give each Party the full benefit of this Agreement.

12.

GOVERNING LAW

12.1	This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

12.2

The Parties agree to submit to the exclusive jurisdiction of the federal court located within the Southern District of the State of New York (or if such court does not have jurisdiction, any state court located in the Borough of Manhattan, New York City, New York) in accordance with Section 11.4 of the Master Agreement.

The rest of this page is intentionally left blank.

IN WITNESS WHEREOF the Parties have hereunto set their hands.

THE VENDOR


SIGNED by [•] for and on behalf of DOVER NETHERLANDS SERVICES B.V. in the presence of:		) ) ) ) )




Name:

THE PURCHASER


SIGNED by [•] for and on behalf of LTX-CREDENCE SDN. BHD. in the presence of:		) ) ) ) )




Name:

DEED OF ASSIGNMENT OF SHARES OF STOCK

Deed of Assignment made and executed this day of , 2013 by and between:

DOVER ASIA TRADING PTE. LTD., a corporation duly organized and validly existing under the laws of Singapore, with principal address at 0 Xxxxxx Xxxxxxxxx #00-00, Xxxxxx Xxx Financial Centre Tower 1, Xxxxxxxxx 000000 (hereinafter called “ASSIGNOR”); and

, a corporation duly organized and validly existing under the laws of s, with principal address at (hereinafter called the “ASSIGNEE”).

WHEREAS, the ASSIGNOR is the owner of 88,740 common shares (inclusive of five directors’ qualifying shares) (the “Sale Shares”), evidenced by Stock Certificates Nos. [—], representing 100% of the total issued and outstanding capital stock of Dover Southeast Asia (Philippines) Corporation, a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal office at Units 1203-1204 Alabang Business Tower, 0000 Xxxxxx Xxxxxx, Xxxxxxxx Business Park, Xxxxx Alabang, Xxxxxxxxxx Xxxx0000, Xxxxxxxxxxx, which Sale Shares have a par value of One Hundred Philippine Pesos (P100.00) each share or an aggregate par value of Eight Million Eight Hundred Seventy Four Thousand Philippine Pesos (P8,874,000.00);

WHEREAS, the ASSIGNOR is willing to assign, transfer and convey to the ASSIGNEE the ASSIGNOR’s right, title and interest in and to the Sale Shares;

WHEREAS, the ASSIGNEE is willing to accept such assignment;

NOW, THEREFORE, the parties agree as follows:

For and in consideration of the sum of Philippine Pesos (P ), the receipt and sufficiency of which are hereby acknowledged by the ASSIGNOR, the ASSIGNOR hereby unconditionally and irrevocably assigns, transfers, and conveys unto the ASSIGNEE all of its, right, title and interest in and to the Sale Shares, free and clear of all liens, charges, claims, and encumbrances whatsoever.

IN WITNESS WHEREOF, the parties hereto have executed this Deed of Assignment at on the date first above mentioned.



Assignor		DOVER ASIA TRADING PTE. LTD.

	By
		Name:
		Title:



Assignee

	By
		Name:
		Title:

Signed in the presence of:

ACKNOWLEDGMENT¹


REPUBLIC OF THE PHILIPPINES		)
		) SS.

I certify that on this date before me, a notary public duly authorized in the city named above to take acknowledgments, personally appeared:

Name

Community Tax

Certificate No.

or Passport No.

Place/

Date of Issue

who was identified by me through competent evidence of identity to be the same person described in the foregoing instrument, who acknowledged before me that his signature on the instrument was voluntarily affixed by him for the purposes stated therein, and who declared to me that he has executed the instrument as his free and voluntary act and deed.

Witness my hand and seal this day of , 2013.

Doc. No. ;

Page No. ;

Book No. ;

Series of 2013.

¹	Note to Draft: Acknowledgement to be updated, as needed, to reflect timing and location of parties when executing the Deed of Assignment.

P R O X Y

DOVER ASIA TRADING PTE. LTD. (the “Seller”), a corporation duly organized and validly existing under the laws of Singapore, with principal address at 0 Xxxxxx Xxxxxxxxx #00-00, Xxxxxx Xxx Financial Xxxxxx Xxxxx 0, Xxxxxxxxx 000000, does hereby appoint ______________________________ (the “Purchaser”), acting through any of the Purchaser’s authorized representatives, as its proxy to represent the Seller and vote all shares registered in the name of the Seller on the books of DOVER SOUTHEAST ASIA (PHILIPPINES) CORPORATION (the “Corporation”) at any and all regular and special meetings of the stockholders of the Corporation and any adjournments and postponements thereof.

This proxy is coupled with an interest and may not be amended, revoked or cancelled without the prior written consent of the Purchaser. This proxy revokes and supersedes any previously executed proxy or proxies and shall continue until such time as the same is revoked or withdrawn by the Purchaser through notice in writing delivered to the Secretary of the Corporation at least three (3) business days before any scheduled meeting.

IN WITNESS WHEREOF, the undersigned has caused this Proxy to be signed this th day of _________, 2013 in ________________________.


DOVER ASIA TRADING PTE. LTD.

By
		Name:
		Title:

SIGNED IN THE PRESENCE OF:

WH Draft: 5 September 2013

DATED THIS DAY OF 2013

Between

[DOVER ASIA TRADING PRIVATE LIMITED]

as the Seller

and

[LTX-CREDENCE SINGAPORE PTE. LTD.]

as the Buyer

ASSET PURCHASE AGREEMENT

WONGPARTNERSHIP LLP

12 Marina Boulevard Xxxxx 00

Xxxxxx Xxx Xxxxxxxxx Xxxxxx Xxxxx 0

Xxxxxxxxx 000000

Tel: x00 0000 0000

Fax: x00 0000 0000 /+ 00 0000 0000

Email: xxxxxxxxx@xxxxxxxxxxxxxxx.xxx

Website: xxxx://xxx.xxxxxxxxxxxxxxx.xxx

TABLE OF CONTENTS


CLAUSE	HEADING	PAGE

1.	DEFINITIONS AND INTERPRETATION		1

2.	SALE OF THE ACQUIRED BUSINESS		4

3.	LIABILITIES		4

4.	CONSIDERATION		4

5.	SALE ASSETS		4

6.	EMPLOYMENT OF THE EMPLOYEES		5

7.	COMPLETION		5

8.	COMMUNICATIONS		6

9.	COSTS		6

10.	EFFECT OF COMPLETION		6

11.	ASSIGNMENT		6

12.	VARIATIONS		6

13.	REMEDIES AND WAIVERS		6

14.	ENTIRE AGREEMENT		7

15.	TIME OF ESSENCE		7

16.	COUNTERPARTS		7

17.	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT		7

18.	GOVERNING LAW		7

SCHEDULE 1

COMPLETION DELIVERABLES OF THE SELLER

THIS ASSET PURCHASE AGREEMENT is made on 2013

BETWEEN:

(1)	[DOVER ASIA TRADING PRIVATE LIMITED (Company No.: 199703457R), a company incorporated in Singapore and having its registered office at 0 Xxxxxx Xxxxxxxxx, #00-00, Xxxxxx Xxx Financial Centre, Singapore 018981 (the “Seller”)]; and¹

(2)	[LTX-CREDENCE SINGAPORE PTE. LTD.] (Company No.: [199206943D]), a company incorporated in [Singapore] and having its registered office at [6, Xxxxxxxxx Xxxxx Xxxxxx 0, #00-00, Xxxxxxxxx 000000] (the “Buyer”),

(collectively, the “Parties” and each, a “Party”).

WHEREAS:

(A)

The Seller is an affiliate of Dover Printing & Identification, Inc. (“Dover”), which has on [•-date] 2013 entered into a master sale and purchase agreement (the “Master Agreement”) with LTX-Credence Corporation (“LTX”), an affiliate of the Buyer, in relation to, amongst others, the sale and purchase of all right, title and interest in and to all of the Acquired Assets (as defined in the Master Agreement).

(B)

This Agreement is entered into pursuant to section 1.4 of the Master Agreement. The Seller has agreed to sell, and the Buyer has agreed to purchase, all of the Sale Assets (as defined below) (with a view to carrying on the Acquired Business as a going concern in succession to the Seller) and in connection therewith, the Buyer has agreed to make offers of employment to the Employees (as defined below), in each case on the terms and subject to the conditions of this Agreement.

NOW IT IS HEREBY AGREED as follows:

1.	DEFINITIONS AND INTERPRETATION

1.1	In this Agreement, and in the Schedule, unless the context requires otherwise:

“Acquired Business” means the ECT Business;

“Assumed Liabilities” shall have the meaning ascribed to it in the Master Agreement, in relation to any Liability of the Seller of every kind and description to the extent relating primarily or exclusively to the operation of the Acquired Business or the Sale Assets and for the purpose of this definition only, “Liability” shall have the meaning ascribed to it in the Master Agreement;

“Acquired Real Property” shall have the meaning ascribed to it in the Master Agreement;

“Business Day” means a day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks are open for business in Singapore;

“Commencement Date” means, subject to all applicable laws, in respect of an Employee, the date on which such Employee will commence his/her employment with the Buyer if he/she accepts the offer of employment from the Buyer or if he/she is transferred from the Seller to the Buyer pursuant to Clause 6.1 by operation of law;

¹	Note to Draft: Form of agreement to be used for transfer of assets from Dover Global Trading Pte. Ltd.

“Completion” means the completion of the sale and purchase of the Sale Assets pursuant to Clause 7;

“Completion Date” means the date of this Agreement;

“ECT Business” shall have the meaning ascribed to it in the Master Agreement;

“Employees” means those employees of the Seller working primarily or exclusively on matters with respect to the Acquired Business and/or the Seller;

“Employment Act” means the Employment Act (Chapter 91 of Singapore);

“Employment Act Employee” means any Employee whose contract of employment will be transferred on Completion to the Buyer pursuant to Section 18A of the Employment Act;

“Excluded Assets” shall have the meaning ascribed to it in the Master Agreement, in relation to the assets, rights and properties of the Seller;

“Excluded Liabilities” shall have the meaning ascribed to it in the Master Agreement, in relation to any Liability of the Seller and for the purpose of this definition only, “Liability” shall have the meaning ascribed to it in the Master Agreement;

“Government Entity” shall have the meaning ascribed to it in the Master Agreement;

“Government Order” shall mean any order, writ, injunction, judgment, ruling or decree of any Governmental Entity or arbitration panel;

“GST” means goods and services tax charged under the GST Act;

“GST Act” means the Goods and Services Tax Act (Chapter 117A of Singapore);

“Liabilities” shall have the meaning ascribed to it in the Master Agreement;

“Lien” shall have the meaning ascribed to it in the Master Agreement;

“Non-Employment Act Employees” means those Employees other than the Employment Act Employees;

“Order” shall have the meaning given to it in Clause 4.3;

“Permitted Liens” shall have the meaning ascribed to it in the Master Agreement;

“Permitted Real Property Exceptions” shall have the meaning ascribed to it in the Master Agreement;

“Proceeding” shall have the meaning ascribed to it in the Master Agreement;

“Sale Assets” means all of the assets, rights and properties of, including licenses granted to, the Seller of every kind and description, wherever located, whether real, personal, mixed, tangible or intangible, used, held for use or useful exclusively or primarily in connection with the Acquired Business. The Sale Assets shall include those set out in Clause 2.2;

“Sold Contracts” means any oral or written indenture, note, bond, mortgage, deed of trust, lease, license or sublicense, contract, instrument, commitment, undertaking, arrangement or other agreement entered into between the Seller and any third party in connection with the Acquired Business, and “Sold Contract” means any one of them;

“Sold Tangible Assets” means the tangible assets used, held for use or useful exclusively or primarily by the Seller in connection with the Acquired Business;

“Taxation Authority” means the Inland Revenue Authority of Singapore and any other governmental or other authority whatsoever competent to impose any taxes whether in Singapore or elsewhere.

1.2	In this Agreement, a reference to:

(a)

(b)

“this Agreement” includes all amendments, additions, and variations thereto agreed in writing between the Parties;

(c)

“person” shall have the meaning ascribed to “Person” in the Master Agreement (notwithstanding that “person” may be sometimes used herein in conjunction with some of such words), and their respective successors, legal personal representatives and assigns, as the case may be, and pronouns shall have a similarly extended meaning;

(d)

“written” and “in writing” include any means of visible reproduction; and

(e)

“Clause” and “Schedule” are to the clauses of, and the schedule to, this Agreement (unless the context otherwise requires).

1.3	Sections 11.10 (Interpretive Provisions), Section 11.11 (Section Headings; Table of Contents), and 11.12 (No Strict Construction) of the Master Agreement shall apply to this Agreement as if set forth herein.

1.4	Any thing or obligation to be done under this Agreement which requires or falls to be done on a stipulated day, shall be done on the next succeeding Business Day, if the day upon which that thing or obligation to be done falls on a day which is not a Business Day.

2.	SALE OF THE ACQUIRED BUSINESS

2.1

Subject to the terms and conditions of this Agreement, the Seller shall sell, assign, transfer and convey as legal and beneficial owner, and the Buyer shall purchase (with a view to carrying on the Acquired Business as a going concern in succession to the Seller), all of the Seller’s right, title and interest in and to the Sale Assets, free and clear of all Liens (other than Permitted Liens and, in the case of Acquired Real Property, Permitted Real Property Exceptions), with effect from the Completion Date and together with all rights, entitlement and advantages as of and including the Completion Date.

2.2	For the avoidance of doubt, the Sale Assets shall comprise inter alia:

(a)

all Sold Tangible Assets;

(b)

all Sold Contracts; and

(c)

all claims and rights against third parties arising from or relating to any of the above.

The

Sale Assets shall not include any of the Excluded Assets.

3.	LIABILITIES

3.1	It shall be an express term and condition of the Buyer’s purchase of the Sale Assets that the Buyer does not at any time take on or assume any of the Excluded Liabilities.

3.2	The Buyer shall assume and agree to pay, perform and discharge all of the Assumed Liabilities.

4.	CONSIDERATION

4.1	The consideration for the purchase of the Acquired Business and the Sale Assets shall be such amount of the Closing Payment (as defined in the Master Agreement) as allocated to the Seller as set out in Schedule 2.5(a) of the Master Agreement (the “Consideration”).

4.2	The Consideration shall be satisfied by the payment thereof to the Seller or Dover in accordance with Clause 7.4.

4.3

The Parties acknowledge and agree that the Acquired Business and the Sale Assets shall be sold as a going concern for the purposes of the Goods and Services Tax (Excluded Transactions) Order (the “Order”) and GST shall not be chargeable in respect of the Consideration provided that qualification as a going concern under the Order shall not be a condition precedent to Completion. The Parties further agree to use all reasonable endeavours to secure that paragraph 2(b) of the Order shall apply to the sale of the Sale Assets so that the sale is treated as neither a supply of goods nor of services for the purposes of the Goods and Services Tax Act (Chapter 117A of Singapore). In the event that the Taxation Authority determines that the sale of the Acquired Business and the Sale Assets do not qualify as an excluded transaction under the Order, the Seller shall bear all GST payable in connection with the purchase of the Acquired Business and the Sale Assets.

5.	SALE ASSETS

5.1

Subject to the occurrence of Completion, as of the Completion Date, the Seller shall convey to the Buyer possession of all Sold Tangible Assets to the extent that they are capable of delivery. To the extent any Sold Tangible Asset is in the possession of a third party, the Seller shall assign and transfer effective as of Completion its claim for return of such Sold Tangible Asset to the Buyer and deliver on the Completion Date the warehouse receipts to the Buyer.

5.2	The Seller shall inform the Buyer promptly in writing if title to any item of the Sale Assets cannot be transferred to the Buyer at Completion.

5.3	Subject to the occurrence of Completion, the risk of any incidental loss or any incidental deterioration of any Sale Assets shall pass, and the benefits and burdens of the Sale Assets shall accrue, to the Buyer as of the Completion Date.

6.	EMPLOYMENT OF THE EMPLOYEES

6.1

The Parties acknowledge that the transfer of the Acquired Business on Completion shall, with respect to any Employment Act Employees who have not entered into a new contract of employment with the Buyer prior to Completion, constitute a transfer of undertaking pursuant to Section 18A of the Employment Act, and the Parties agree that the contracts of employment made between the Seller and the Employment Act Employees will have effect from and after Completion as if originally made between the Buyer and the Employment Act Employees. For avoidance of doubt, the period of employment of any Employment Act Employee with the Seller at the time of the transfer shall count as a period of employment with the Buyer for purposes of Section 5.2(a)(ii) of the Master Agreement.

6.2	The Seller shall terminate its employment relationships with the Non-Employment Act Employees with such termination to take effect at the end of the last working day immediately preceding each Non-Employment Act Employee’s Commencement Date.

6.3	The Seller shall fully cooperate with the Buyer for purposes of preparing and explaining the offer of employment and concluding new employment agreements with the Employees.

7.	COMPLETION

7.1	Completion shall take place on the Completion Date, where all of the events described below shall occur.

7.2	On Completion, the Seller shall deliver to the Buyer the documents set out in Schedule 1 and deliver the Sold Tangible Assets to the Buyer by allowing the Buyer to take possession of the Sold Tangible Assets.

7.3

On Completion, the Seller shall deliver to the Buyer all the records of the Acquired Business for GST purposes that are required by Section 46 of the GST Act to be preserved by the Buyer, except to the extent the Seller has received a written waiver from the Comptroller of GST waiving the requirement to transfer such records to the Buyer.

7.4

On Completion and against compliance with the provisions of Clause 7.2 and 7.3, the Buyer shall procure LTX to deliver payment of the Consideration to the Seller, in accordance with section 2.2 of the Master Agreement. The Seller agrees that the obligation of the Buyer to pay the Consideration pursuant to this Agreement shall be settled and discharged in full upon the remittance by LTX or its affiliate(s) of the Consideration to the Seller or Dover in accordance with section 2.2 of the Master Agreement.

7.5	The Buyer shall not be obliged to perform any of its obligations under Clause 7.4 unless the Seller performs its obligations under Clauses 7.2 and 7.3.

8.	COMMUNICATIONS

Each and every communication under this Agreement shall be made in writing. Each communication or document to be delivered to or by a Party shall be deemed sent to or by that Party for the purpose of this Agreement if delivered to or by Dover (in respect of the Seller) and LTX (in respect of the Buyer) in accordance with section 11.7 of the Master Agreement.

COSTS

All costs, expenses, fees and charges in connection with the preparation, negotiation, execution and consummation of this Agreement and the performance of the transactions contemplated hereunder shall be borne as provided in the Master Agreement.

10.

EFFECT OF COMPLETION

The provisions of this Agreement, including the covenants and undertakings herein contained (insofar as the same shall not have been fully performed at Completion), shall remain in full force and effect notwithstanding Completion and shall not in any respect be extinguished or affected by Completion, or by any other event or matter whatsoever, except by a specific and duly authorised written waiver or release by the Party to whom the obligations, covenants and undertakings are owed. Completion shall not prejudice any rights of any Party which may have accrued hereunder prior to Completion.

11.

ASSIGNMENT

This Agreement shall be binding upon the Parties and their respective successors and assigns. No Party may assign or delegate its rights and obligations under this Agreement without the consent of the other Party, except as provided in Master Agreement.

12.

VARIATIONS

12.1

No variation of this Agreement (or of any of the documents referred to in this Agreement) shall be valid and binding unless it is in writing and signed by or on behalf of each Party. The expression “variation” shall include any amendment, modification, supplement, deletion or replacement however effected.

12.2

Unless expressly agreed, no variation shall constitute a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have already accrued up to the date of variation, and the rights and obligations of the Parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so varied.

13.

REMEDIES AND WAIVERS

No waiver by any Party of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed and delivered by the Party so waiving. Except as provided in the preceding sentence, no action taken or omitted shall be deemed to constitute a waiver by the Party taking or omitting such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement, the Master Agreement or

any other document or instrument executed and delivered pursuant hereto. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. The rights provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

14.

ENTIRE AGREEMENT

This Agreement (including the Schedule) and the Master Agreement constitute the entire agreement between the Parties, and supersede all prior agreements and understandings, oral and written, between the Parties, with respect to the subject matter of this Agreement.

15.

TIME OF ESSENCE

Any date, time or period mentioned in any provision of this Agreement may be extended by mutual agreement between the Parties but as regards any time, date or period originally fixed and not extended or any time, date or period so extended as aforesaid, time shall be of the essence.

16.

COUNTERPARTS

This Agreement may be signed in any number of counterparts, including by facsimile signatures (including PDF, TIFF, JPEG, and BMP files), each of which shall be deemed an original, but all of which constitute one and the same instrument.

17.

CONTRACTS (RIGHTS OF THIRD PARTIES) ACT

A person who is not party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore) to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from the said Act.

18.

GOVERNING LAW

18.1

18.2

Without limiting any other means of service, each Party agrees that service of any process, summons, notice or document with respect to any Proceeding may be served on it in accordance with the notice provisions set forth in Section 11.7 of the Master Agreement. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

IN WITNESS WHEREOF the Parties have hereunto set their hands.

THE SELLER


SIGNED by
[—]		)
for and on behalf of		)
[DOVER ASIA TRADING PRIVATE		)
LIMITED]		)
in the presence of:		)



Name:

THE BUYER


SIGNED by
[—]		)
for and on behalf of		)
[LTX-CREDENCE SINGAPORE PTE.		)
LTD.]		)
in the presence of:		)



Name:

SCHEDULE 1

COMPLETION DELIVERABLES OF THE SELLER

On Completion, the Seller shall deliver to the Buyer the following:

1.	duly executed assignments or novations in a form reasonably acceptable to the Buyer or otherwise to vest in the Buyer those Sale Assets which are not transferable by delivery;

2.	copies of the Sold Contracts;

3.	duly executed employment contracts in the agreed form in respect of each Non-Employment Act Employee;

4.	a copy of the duly executed acknowledgments to each of the notices furnished to Employment Act Employees in relation to the transfer of the Acquired Business;

5.	such other documents and things as the Buyer may reasonably require to perfect its title to the Sale Assets or to give effect to this Agreement; and

6.	all documents of title and such transfer and/or discharge instruments (where applicable) (in registrable form) duly executed in the Buyer’s favour in respect of the Acquired Real Property.

STOCK POWER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto [BUYER], a [—], [Fifty (50) shares] of the Common Stock of multitest ELECTRONIC SYSTEMS INC., a Delaware corporation (the “Corporation”), standing in its name on the books of the Corporation represented by Certificate No. [—] herewith, and does hereby irrevocably constitute and appoint [ ] to transfer said stock on the books of the Corporation with full power of substitution.

Dated


DELAWARE CAPITAL FORMATION, INC.

By:
		Name: Title:

In the Presence of

EXHIBIT M


				0000 Xxxxxxxx Xxxxxxx; Xxxxx 000 Xxxxxxx Xxxxx, XX 00000

Xxxx Xxxxxxx ProWorks Manager / Senior Engineer				Phone: (000) 000-0000 Cell: (000) 000-0000 Email: Xxxx.Xxxxxxx@XxxxxXxxx.Xxx

Form of ProWorks Software Maintenance and License Agreement

1.1 Definition & Scope:

This agreement is made between Dover Printing & Identification, Inc., the owner of ProWorks software (referred to herein as “DPI”), and LTX-Credence Corporation (referred to herein as “LTX” or “Customer”). This agreement is referred to as the “ProWorks License Agreement” in the Master Sale and Purchase Agreement between DPI, Dover Corporation and Customer, dated as of [ ], 2013 (the “Purchase Agreement”).

Customer and its affiliates (which include, without limitation, the Acquired Companies (as defined in the Purchase Agreement) use ProWorks software (which is described in Exhibit A) in support of production operations, including, as of the date hereof, those known as ECT, MultiTest and ATG/L&M. In that context, ProWorks software is used to define the design intent, production build and verification processes for the manufacture of capital equipment. This agreement sets out the levels of service that are required for the provision, support and continued development and enhancement of ProWorks software.


2.1		This agreement is effective from the date of the signature of the final signatory hereof and shall continue until six months after Customer notifies DPI in writing of termination of this agreement. Sections 2.1, 2.3.1, 2.3.3, 2.3.4, 2.5, 2.6, 2.7, 3.5, 4, and 5 shall survive any termination or expiration of this agreement according to their respective terms.

2.2		The cost of the annual Maintenance will be as set forth in the table in Section 3.1, which reflects 16% of the current list price that DPI charges for a license to the object code of the ProWorks software and annual Maintenance fees (the “list price”). DPI shall provide Maintenance and any support at no less than the levels of maintenance and support that DPI provides to any of its other customers or licensees. LTX understands that the next renewal date for the annual maintenance is January 1, 2014, and DPI acknowledges that maintenance until then is either paid up or provided at no charge.

2.3.1		This agreement covers the use of the ProWorks software by Customer, its affiliates, and certain third party vendors to the extent set forth herein. As used herein:

		An “affiliate” of, or a person “affiliated” with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

		“Pre-Existing Acquired Company Vendors” means any third party vendor engaged by an Acquired Company prior to the effective date of this Agreement that uses the ProWorks software for the purpose of supporting an Acquired Company.

		“Added Vendors” means any third party vendor, other than Jabil or Pre-Existing Acquired Company Vendors, engaged by Customer or its affiliates on or after the effective date of this Agreement that uses the ProWorks software for the purpose of supporting Customer or its affiliates.


Software Maintenance Agreement		Page 2


		“Jabil” means Jabil Circuit, Inc. and its affiliates.

		Jabil, Pre-Existing Acquired Company Vendors, and Added Vendors shall collectively be “Vendors.”

2.3.2		The fees outlined in table 3.1 cover the maintenance and related license cost for the Acquired Companies and the right to transfer these existing licenses to LTX or other LTX affiliates, or Jabil owned operations.

2.3.3		Any Added Vendors may purchase maintenance and related licenses for the ProWorks software directly from DPI at the then-current list price. DPI will supply security devices to Added Vendors as needed.

		DPI will provide licenses and Maintenance to Pre-Existing Acquired Company Vendors at the same license scope, level of service, and at the same cost that DPI provided to such Pre-Existing Acquired Company Vendor immediately prior to the effective date of this Agreement. For clarity, if any Pre-Existing Acquired Company Vendor was permitted to use the ProWorks software or received Maintenance without charge prior to the effective date of this Agreement, DPI shall not charge for such use or Maintenance after the effective date of this Agreement.

2.3.4		Subject to the terms and conditions of this agreement, DPI hereby grants Customer and its affiliates a non-exclusive, irrevocable, perpetual, royalty-free, fully paid-up, worldwide right and license (a) to use, copy, modify, enhance and prepare derivative works of the ProWorks object code and source code for internal use, (b) to distribute the ProWorks object code and source code and modifications and derivative works between and among Customer and its affiliates, (c) to copy and distribute, and to sublicense the right to use and copy, the ProWorks object code and modifications and derivative works to Jabil, (d) to copy and distribute, and to sublicense the right to use, copy, modify, enhance and prepare derivative works, the ProWorks object code and source code and modifications and derivative works to third party service providers who agree to host and/or maintain the ProWorks source code and object code solely on behalf of Customer and/or its affiliates (“Outsourcing Service Providers”), and who are subject to restrictions with regards to confidentiality and no further distribution, but who may copy and distribute modifications and derivative works to Customer, its affiliates and Outsourcing Service Providers, and (e) to copy and distribute, and to sublicense the right to use and copy, the ProWorks object code modifications and derivative works made by Customer, its affiliates and Outsourcing Service Providers, to Vendors for use on behalf of Customer and its affiliates with no right of distribution other than among Vendor and their affiliates for such purpose. Customer, and its affiliates, will not, solely for the period prior to Customer providing notice of termination pursuant to Section 2.6, (i) modify, enhance or create derivative works of the ProWorks source code or object code pursuant to the license granted above in subpart (a); (ii) distribute, pursuant to the license granted above in subparts (b), (c), or (e), modifications or derivative works of the ProWorks source code or object code made by Customer or its affiliates; or (iii) sublicense to an Outsourcing Service Provider the right to modify or create derivative works of the ProWorks source code or object code pursuant to the license granted above in subpart (d). This paragraph does not extend to sales or distribution outside of LTX or its affiliates, except for distribution as provided herein.


Software Maintenance Agreement		Page 3


		In the event that an Added Vendor, which has not paid a then-previous license fee to DPI for the ProWorks software, uses a version of the ProWorks software as modified by Customer or its affiliates in accordance with (e) in the foregoing paragraph, DPI may charge such Added Vendor a one-time fee equal to 75% of its standard license agreement fee, but in no other event may DPI charge a Vendor a license or maintenance fee with respect to the ProWorks software obtained from Customer or its affiliates. For clarity, in such case, DPI will not be responsible for installation or training or any other service associated with this license to such Added Vendor.

2.3.5		Customer may request a current copy of the source code for internal use only, at any time. The source code may not be distributed outside of LTX and its affiliates (except to an Outsourcing Service Provider) nor may it or any derivative works be incorporated into any new software or product other than to maintain or enhance Customer’s or its affiliates’ use (or as used on behalf of Customer or its affiliates as provided herein) of the ProWorks software. Customer agrees to extend confidentiality obligations to protect and secure the source code from access by others outside of LTX, its affiliates and Outsourcing Service Providers, except as provided in Section 2.6.

		For clarity, DPI’s maintenance obligations hereunder are only applicable with respect to source code as maintained by DPI (including any updates from DPI during the term hereof), and DPI shall have no obligation to maintain altered or additional versions in the event that LTX or its affiliates modify such source code.

2.4.1		Customer may expand DPI’s obligations for Maintenance to cover additional systems for additional users or servers affiliated with Customer, its affiliates or Jabil by increasing the number of servers and/or seats above those set forth in the table in Section 3.1. Provided that Customer pays for each expansion seat the fee set forth in the table in Section 3.2, DPI will supply the necessary security devices for use with the ProWorks software to Customer as requested by Customer.

2.5		Should Customer distribute the ProWorks source code or derivative works containing the source code to an unauthorized third party, or use the ProWorks software outside of the scope of the licenses granted herein, Customer will be liable for such breach. Customer grants DPI the right to audit Customer’s and its affiliates’ use of ProWorks 1 time per calendar year following Customer’s receipt from DPI of a copy of the source code and while Customer or its affiliates continue to use the ProWorks software hereunder, provided Customer’s sole obligation in connection with such audit will be to supply to DPI a list of which of its affiliates and Outsourcing Service Providers, if any, are using the source code, subject to DPI agreeing to reasonable confidentiality obligations.

2.6		Customer shall be entitled to terminate this agreement upon six (6) months’ notice to DPI; provided that in such case, DPI shall provide Customer with a copy of the then-current released version of the source code for the ProWorks software in accordance with Section 2.7. No Maintenance or license fees shall accrue after the termination of this agreement, and there shall be no limitations or restrictions with regards to the number of seats or servers with respect to which Customer, its affiliates, Jabil or Outsourcing Service Providers may use the ProWorks software for Customer’s and its affiliates’ internal business purposes and for use by Vendors as


Software Maintenance Agreement		Page 4


		outlined in section 2.3.4. For the avoidance of doubt, Customer may not resell or distribute the source code or any derivatives thereof, including executable files, except in accordance with this agreement.

2.7		DPI shall promptly, at no cost to Customer, and no later than five (5) working days after a termination notice under Section 2.6, deliver to Customer a full and complete copy of the then-current production release version of the ProWorks source code, corresponding object code, in the electronic formats typically used by DPI with respect to each item of the code, along with all available documentation and all data of Customer and its affiliates. DPI shall deliver to Customer any updates or upgrades to the source code prior to the effective termination date of this agreement.

		After the effective date of this Agreement, if the parties become aware that any of Customer’s or its affiliates’ data is stored or resides on a server controlled by DPI or its affiliates, DPI shall assist Customer with the transition of any such data and related data configuration on the applicable server to a server controlled by Customer as designated by Customer. DPI shall delete Customer’s or its affiliates’ data stored in DPI’s control or possession if so instructed by Customer in writing.

		DPI warrants and covenants that, for a period of six months after Customer gives notice of termination (extended day-for-day until DPI complies with the first sentence of this Section 2.7), the source code (including any updates from DPI during such time period) when compiled in accordance with DPI’s instructions, will perform and conform to the specifications set forth in all related documentation. DPI shall provide Customer assistance to implement, configure and install the software on Customer’s and its affiliate’s systems.

“Maintenance” means the provision of the following support to the groups and systems designated by Customer:

•

User and process support and training

•

Software upgrades including enhancements, bug fixes and functionality upgrades

•

Security upgrades

•

Documentation (both technical and application related)

3.1 Current Annual Maintenance Cost for Customer


Name	Qty		Cost/Unit		Total (USD)
Servers		9		1,600	$	14,400
Edit Seats		38		400	$	15,200
View Seats		240		40	$	9,600
Offline License		1		200	$	200

Total					$	39,400


Software Maintenance Agreement		Page 5

3.2 Additional Seats for Expansion


Name	Cost/Unit
Servers		1,800
Edit Seats		450
View Seats		45

3.3 Support Hours and methods


3.5.1		Support (including by phone, Skype and email) within two hours will be guaranteed during US business hours. Emergency help is generally available 16 hours per day via Skype, but is not guaranteed.

3.2.2		Customer will provide access to its network and ProWorks software systems such that DPI can provide remote access “dial in” support via Team Viewer or other suitable tools of the customer’s choice.

3.4 Support Management


3.6.1		DPI will manage all changes within a documented Change Management Process.

3.6.2		All patches and technical updates will be tested prior to release.

3.6.3		Each release will be delivered with appropriate documentation.

3.6.4		Emergency and high priority changes may require implementation and delivery at short notice.

3.6.5		Sufficient levels of resource and capability will be maintained by DPI in order to achieve the agreed response levels.

3.6.6		Customer agrees to participate in scheduled review meetings to discuss open issues, progress and requests.

3.6.7		Customer and DPI will conduct an annual management review of the service levels outlined in this agreement.

3.5 Security (Non-Disclosure)

DPI will undertake all reasonable efforts to ensure the security of the ProWorks software system and its data at all times and ensure non-disclosure of Customer’s and its affiliates’ data to any third party except with prior written agreement with Customer.


Software Maintenance Agreement		Page 6

3.6 Responsibilities:

It is the responsibility of DPI to:


3.8.1		Manage and communicate the controls and processes around customisation and patch control.

3.8.2		Communicate the scheduled maintenance calendar on an annual basis.

3.8.3		Perform testing for patch and customisation requirements for the services to applicable processes.

3.8.4		Provide documentation on the service.

3.8.5		To notify Customer when software service updates are available.

It is the responsibility of Customer to:


3.8.6		Maintain server hardware and the operating system.

3.8.7		Ensure that their underlying infrastructure meets the minimum systems requirements as set out by DPI.

3.8.8		Be responsible for the backing up and storage of data.

3.8.9		Ensure that adequate IT controls are in place around the system.

3.8.10		Manage and control the rights, roles and applicability of the users in the access of the service.

3.8.11		Raise any performance, availability or service issue through the prescribed method as defined by DPI.

3.8.12		Arrange and supply system training for the service.

3.7 Service Disputes

In the event of a dispute that cannot be resolved through the standard escalation process, complaints should be addressed to Xxxxx Xxxxxx, Director of Supply Chain, DPI.

3.8 Stakeholders, Contact Details and Escalation


Company	Position	Responsibility
Customer	CIO	• Infrastructure
		• System availability
		• Patch application
		• Upgrade release

Customer	Manufacturing Systems Manager	• Application owner
		• User interface/support
		• Patch testing
		• Upgrade testing

DPI	Project Manager	• Primary contact
		• Testing
		• Scheduling and managing priorities
		• Insuring customer satisfaction


Software Maintenance Agreement		Page 7

4.	Representations

DPI represents and warrants that is has all right, title, and interest in the ProWorks software and all intellectual property rights therein and the rights to grant the licenses hereunder to Customer.

5.	Miscellaneous

(a) This agreement shall be interpreted under the laws of the State of Delaware, without regard to its principles of conflicts of law. (b) If any provision of this agreement is found to be invalid or unenforceable, the remainder of this agreement shall remain valid and enforceable according to its terms. (c) This agreement may not be assigned by either party without the prior written consent of the other party; provided, however, that either party may assign this agreement and any licenses granted to it herein to the surviving entity in connection with a merger or consolidation in which it participates, or to a purchaser of all, or substantially all, of its assets related to this agreement, so long as such surviving entity or purchaser shall expressly assume, in writing, the performance of all of the applicable terms of this agreement. This agreement shall be binding on the parties and their permitted successors and assigns.

IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their duly authorized representatives.


Signatories:

Signed:	(Customer)

Name:	Position:	Date:

Signed:	(DPI)

Name:	Position:	Date:

EXHIBIT A

[TO COME]

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MASTER SALE AND PURCHASE AGREEMENT between DOVER PRINTING & IDENTIFICATION, INC., DOVER CORPORATION (solely for purposes of Sections 11.3(b), 11.4 and 11.16) and LTX-CREDENCE CORPORATION dated as of September 6, 2013

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