0000910680-07-000785 Sample Contracts

NOTICE OF RESIGNATION
Aerosonic Corp /De/ • August 24th, 2007 • Search, detection, navagation, guidance, aeronautical sys

Reference is hereby made to that certain Share Purchase Agreement dated as of August 21, 2007 by and among Aerosonic Corporation, a Delaware corporation, Op Technologies, Inc., an Oregon corporation, Optimization Technologies, Inc., an Oregon corporation and certain Shareholders of Optimization Technologies, Inc. with respect to Section 2.6 of the Agreement. All capitalized terms used but not defined herein shall have the meaning set forth in the Stock Purchase Agreement.

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SHARE PURCHASE AGREEMENT by and among AEROSONIC CORPORATION and OP TECHNOLOGIES, INC. and OPTIMIZATION TECHNOLOGIES, INC. and CERTAIN SHAREHOLDERS OF OPTIMIZATION TECHNOLOGIES, INC. (for the purposes of Section 2.6 only) Dated August 21, 2007
Share Purchase Agreement • August 24th, 2007 • Aerosonic Corp /De/ • Search, detection, navagation, guidance, aeronautical sys • Florida

This Share Purchase Agreement (this “Agreement”) is dated August 21, 2007 by and among Aerosonic Corporation, a Delaware corporation (“Buyer”), OP Technologies, Inc., an Oregon corporation (the “Company”), Optimization Technologies, Inc., an Oregon corporation (“Seller”) and holders of at least 90% of the issued and outstanding shares of capital stock, on a fully-diluted basis, of Seller for purposes of Section 2.6 hereof only.

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FORM OF LOCK-UP AGREEMENT August 21, 2007
Lock-Up Agreement • August 24th, 2007 • Aerosonic Corp /De/ • Search, detection, navagation, guidance, aeronautical sys

In connection with the Share Purchase Agreement (the “Agreement”), dated August 21, 2007, by and among Aerosonic Corporation, a Delaware corporation (“Buyer”), OP Technologies, Inc., an Oregon corporation (the “Company”), Optimization Technologies, Inc., an Oregon corporation (“Seller”), and certain shareholders of Seller for purposes of Section 2.6 of the Agreement only, and as an inducement to Buyer to enter into the Agreement and consummate the transactions contemplated by the Agreement, the undersigned agrees to, neither directly nor indirectly, during the “Restricted Period” (as hereinafter defined), without the prior written consent of Buyer:

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Ancillary Agreements None
Aerosonic Corp /De/ • August 24th, 2007 • Search, detection, navagation, guidance, aeronautical sys
Sample 1
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