Exhibit 2.1

EXECUTION VERSION

STOCK PURCHASE AGREEMENT

among

Veeco Instruments Inc. (“Seller”),

Veeco Metrology Inc. (the “Company”)

and

Bruker Corporation (“Buyer”)

August 15, 2010

TABLE OF CONTENTS

i

ii

iii

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 15, 2010 among (i) Veeco Instruments Inc., a Delaware corporation (the “Seller”); (ii) Veeco Metrology Inc., an Arizona corporation (the “Company”); and (iii) Bruker Corporation, a Delaware corporation (the “Buyer”).  The Seller, the Company and the Buyer are referred to herein collectively as the “Parties” and individually as a “Party”.

WHEREAS, the Seller is the record owner of all of the issued and outstanding capital stock of the Company;

WHEREAS, upon the terms and subject to the conditions set forth herein, the Buyer desires to purchase from the Seller and the Seller desires to sell to the Buyer all of the issued and outstanding capital stock of the Company (the “Stock Purchase”);

WHEREAS, the Company owns certain assets described on Exhibit A (the “Company Selected Assets”), the Seller (or one of its Subsidiaries) owns certain assets described on Exhibit B (the “Seller Selected Assets”), and the Seller and the Company are simultaneously herewith entering into a Contribution and Distribution Agreement (the “Contribution and Distribution Agreement”) pursuant to which the Company shall distribute, transfer and/or license the Company Selected Assets to the Seller (or one of its Subsidiaries) and the Seller will contribute and transfer to the Company the Seller Selected Assets (the “Contribution and Distribution Transaction”) prior to the Closing; and

WHEREAS, Buyer, through itself or one or more of its direct or indirect Subsidiaries, desires to purchase and assume from Seller or one or more of its direct or indirect Subsidiaries, and Seller, through itself or one or more of its direct or indirect Subsidiaries, desires to sell, transfer and assign to Buyer or one of more of its Subsidiaries, the assets described on Exhibit C (the “Purchased Assets”) and the liabilities described on Exhibit D (the “Assumed Liabilities”) upon the terms and subject to the conditions specified in this Agreement (the “Asset Purchase”).

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

PURCHASE

Section 1.01                                Stock Purchase.

(a)                                  General.  On the terms and subject to the conditions set forth herein, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell to the Buyer, the Shares, which Shares collectively constitute and shall constitute as of the Closing Date all of the issued and outstanding shares of capital stock of the Company, for the Purchase Price as specified in Section 1.01(b).

(b)                                 Purchase Price.  The combined purchase prices for the Shares (the “Stock Purchase Price”) and the Purchased Assets (the “Asset Purchase Price” and together with the Stock Purchase Price, the “Purchase Price”), subject to the assumption by the Buyer of the Assumed Liabilities, shall be Two Hundred Twenty-Nine Million Dollars ($229,000,000), subject to adjustment as set forth in this Article I.  The Purchase Price shall be paid by the Buyer to the Seller at the Closing in cash by delivery to the Seller of immediately available funds.  The Parties agree that the allocation of the Purchase Price between the Stock Purchase Price and the Asset Purchase Price shall be determined using the procedures specified in Section 6.02(h)(iii).  The Asset Purchase Price shall be paid by the Buyer (as agent for each Subsidiary of the Buyer party to a Business Transfer Agreement) to the Seller (as agent for each Subsidiary of the Seller party to a Business Transfer Agreement) at the Closing in cash by delivery to the Seller of immediately available funds.

(c)                                  Flow of Funds.  At least two (2) Business Days prior to the Closing, the Parties shall agree upon a flow of funds memorandum setting forth all payments required to be made by or on behalf of all Parties at the Closing, including for each such payment identification of the payor, the payee, the amount and the wire transfer information.

Section 1.02                                Asset Purchase.  The Purchased Assets shall be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, pursuant to (i) a business transfer agreement for each non-United States jurisdiction in which Purchased Assets or Assumed Liabilities are located, based substantially on the form attached hereto as Exhibit E, with only such deviations therefrom as are required by Applicable Law (the “Business Transfer Agreements”), and (ii) such other agreements as may reasonably be required to effect the sale, conveyance, transfer, assignment and delivery of the Purchased Assets and assumption of the Assumed Liabilities, which shall be executed no later than at or as of the Closing by one or more of the Seller’s Subsidiaries, as appropriate, and the Buyer or one of its Subsidiaries (documents identified in item (ii), together with the Business Transfer Agreements, are sometimes hereinafter referred to collectively as the “Asset Purchase Documents”).  Such sale, assignment, transfer, conveyance and delivery of the Purchased Assets and such assumption of the Assumed Liabilities will be subject to the terms and conditions of this Agreement and the Asset Purchase Documents.

Section 1.03                                Escrow.  On the Closing Date and immediately before the Closing, the Seller, the Buyer and Branch Banking and Trust Company (the “Escrow Agent”) shall enter into an Escrow Agreement in the form attached hereto as Exhibit F (the “Escrow Agreement”).  On the Closing Date and immediately before the Closing, the Buyer shall withhold Twenty-Two Million Nine Hundred Thousand Dollars ($22,900,000) (the “Escrow Deposit”) from the Stock Purchase Price and deposit such amount into escrow pursuant to the terms of the Escrow Agreement.

Section 1.04                                The Contribution and Distribution Transaction.  Simultaneously with the execution of this Agreement, the Seller and the Company shall enter into the Contribution and Distribution Agreement and, provided that all conditions precedent to the Contribution and Distribution Transaction set forth in the Contribution and Distribution Agreement have been satisfied or waived, the Seller and the Company shall consummate, or cause to be consummated, the Contribution and Distribution Transaction prior to the Closing.  In connection with the

2

consummation of the Contribution and Distribution Transaction, the Seller and the Company shall enter into a license agreement in substantially the form attached to the Contribution and Distribution Agreement as Exhibit C thereto (the “License Agreement”), pursuant to which the Company shall license certain Intellectual Property to the Seller on the terms and conditions set forth in the License Agreement.

Section 1.05                                Closing Net Working Capital Adjustment.

(a)                                  Within thirty (30) days after the Closing Date, the Buyer shall prepare and deliver to the Seller a pro forma balance sheet of the Company together with a statement of the Closing Net Working Capital (the “Statement of Closing Net Working Capital”) and a copy of all work papers relating to the preparation of the Statement of Closing Net Working Capital.  The Statement of Closing Net Working Capital shall be based upon the books and records of the Company and the books and records relating to the Purchased Assets and Assumed Liabilities and shall be prepared in accordance with Modified GAAP.  The Seller, and any accountants or advisors retained by the Seller, shall be permitted access to the books and records of the Company and to the personnel familiar with the preparation of the Statement of Closing Net Working Capital for the purposes of reviewing the Statement of Closing Net Working Capital.

(b)                                 The Statement of Closing Net Working Capital shall be final and binding on the Parties unless the Seller shall, within thirty (30) days after the delivery of the Statement of Closing Net Working Capital, deliver to the Buyer written notice of any disagreement with the Statement of Closing Net Working Capital, which notice shall describe the nature of any such disagreement.  If the Seller raises any objections within the aforesaid thirty (30) day period, then the Seller and the Buyer shall in good faith attempt to resolve the disputed matter.  If the Seller and the Buyer are unable to resolve all disagreements within thirty (30) days after receipt by the Buyer of a written notice of disagreement, then, within ten (10) days thereafter, the Seller and the Buyer shall jointly select an arbiter from a nationally recognized independent public accounting firm that is not the independent auditor of any of the Buyer or the Company or their Affiliates or any firm that has provided services to the Buyer, the Seller or the Company since December 31, 2007 (or such other arbiter as the parties shall mutually select).  If the Buyer and the Seller are unable to select an arbiter within such time period, the American Arbitration Association shall make such selection (the Person so selected shall be referred to herein as the “Accounting Arbitrator”).

(c)                                  The Accounting Arbitrator shall consider only those matters set forth in the Statement of Closing Net Working Capital upon which the Buyer and the Seller have disagreed and shall be required to resolve the matters in accordance with the terms and provisions of this Agreement.  In submitting a dispute to the Accounting Arbitrator, each of the Buyer and the Seller shall concurrently furnish, at its own expense, to the Accounting Arbitrator and the other Party such documents and information as the Accounting Arbitrator may request.  Each of the Buyer and the Seller may also furnish to the Accounting Arbitrator such other information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other Party.  Neither the Buyer nor the Seller shall have or conduct any communication with the Accounting Arbitrator without the other Party’s either being present or receiving a concurrent copy of any written or email communication.  The Accounting Arbitrator may conduct a conference concerning the objections

3

of, and disagreements between, the Seller and the Buyer, at which conference each Party shall have the right to (i) present its documents, materials and other evidence (previously provided to the Accounting Arbitrator and the other Party), and (ii) have present its advisors, accountants, counsel and other representatives.

(d)                                 The Accounting Arbitrator shall resolve each item of disagreement based solely on the presentations and supporting material provided by the Parties and not pursuant to any independent review (the foregoing, however, shall not preclude the Accounting Arbitrator from independent research of facts or determining proper application of Modified GAAP or the terms of this Agreement with respect to the subject matter of the objections and disagreement between the Parties).  The Parties will instruct the Accounting Arbitrator to issue a detailed written report within thirty (30) days after the selection of the Accounting Arbitrator that sets forth the resolution of all items in dispute and that contains a final Statement of Closing Net Working Capital.  Such report shall be final and binding upon the Parties.  The fees and expenses of the Accounting Arbitrator incurred in connection with the determination of the disputed items by the Accounting Arbitrator shall be borne by the Seller and the Buyer in an amount proportionate to the dollar amount contested and not awarded to such Party as a percentage of the total dollar amount contested by the Parties, as determined by the Accounting Arbitrator.  The Buyer, the Company and the Seller shall cooperate fully with the Accounting Arbitrator and respond on a timely basis to all requests for information or access to documents or personnel made by the Accounting Arbitrator or by other Parties hereto, all with the intent to fairly and in good faith resolve all disputes relating to the Statement of Closing Net Working Capital as promptly as reasonably practicable.

(e)                                  If the amount representing Closing Net Working Capital (calculated in a manner consistent with prior practice before June 27, 2010 and in accordance with this Section 1.05(e)) as reflected in the Statement of Closing Net Working Capital as finally determined in accordance with this Section 1.05 is less than the Target Closing Net Working Capital by more than Five Hundred Thousand Dollars ($500,000), the Purchase Price shall be decreased on a dollar-for-dollar basis by the amount of such shortfall (but only to the extent that such shortfall exceeds Five Hundred Thousand Dollars ($500,000)).  If the amount representing Closing Net Working Capital (calculated in a manner consistent with prior practice before June 27, 2010 and in accordance with this Section 1.05(e)) as reflected in the Statement of Closing Net Working Capital as finally determined in accordance with this Section 1.05 is greater than the Target Closing Net Working Capital by more than Five Hundred Thousand Dollars ($500,000), the Purchase Price shall be increased by the sum of (i) One Dollar ($1.00) for each dollar of Closing Net Working Capital in excess of Thirty-Two Million Seven Hundred Seventy-Six Thousand Dollars ($32,776,000) up to and including Thirty-Three Million One Hundred Twenty-Seven Thousand Dollars ($33,127,000), and (ii) by Fifty Cents ($0.50) for each dollar of Closing Net Working Capital in excess of Thirty-Three Million One Hundred Twenty-Seven Thousand Dollars ($33,127,000).  Notwithstanding the foregoing, the Parties agree that if the amount of Closing Backlog is materially lower than $30,900,000, then the Parties will negotiate in good faith regarding an equitable adjustment to the Purchase Price adjustment contemplated by this Section 1.05.

(f)                                    If any adjustment pursuant to this Section 1.05 results in an aggregate increase in the Purchase Price, within five (5) Business Days after the final determination of the

4

Closing Net Working Capital, the Buyer shall remit to the Seller in immediately available funds the amount of such increase.  Conversely, if any adjustment pursuant to this Section 1.05 results in an aggregate reduction in the Purchase Price, within five (5) Business Days after the final determination of the Closing Net Working Capital, the Seller and the Buyer shall send joint written instructions to the Escrow Agent, instructing the Escrow Agent to distribute to the Buyer in immediately available funds the amount of such reduction from the Escrow Deposit.

ARTICLE II

CLOSING

Section 2.01                                Time and Place of the Closing.  The closing of the Transactions (the “Closing”) shall take place at the offices of Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, NY 10104-0050, as soon as practicable, and in any event within three (3) Business Days, following the satisfaction or waiver of the conditions set forth in Article VII, or on such other date as the Buyer and the Seller may mutually agree in writing.  If the Closing would otherwise occur hereunder between September 20 and September 30, 2010, the Closing shall occur as of 12:01 a.m. on October 1, 2010.

Section 2.02                                Deliveries.  At the time of the Closing, (a) the Seller shall deliver to the Buyer a stock certificate or certificates representing all of the Shares, endorsed in blank or accompanied by a duly executed assignment document or documents, (b) the Seller and the Company shall deliver to the Buyer the various certificates, instruments and documents referred to in Section 7.02, (c) the Buyer shall deliver the Purchase Price to the Seller and the Escrow Deposit to the Escrow Agent, each as set forth in Article I, and (d) the Buyer shall deliver to the Seller the certificates, instruments and documents referred to in Section 7.03.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER

Except as set forth in the disclosure schedules delivered by the Company and the Seller to the Buyer on the date hereof (the “Company Disclosure Schedules”) and subject to Section 11.04, the Company and the Seller represent and warrant as of the date hereof (except to the extent that a representation, warranty or Company Disclosure Schedule expressly states that such representation or warranty, or the information in such Company Disclosure Schedule, is accurate only as of an earlier date) to the Buyer as follows:

Section 3.01                                Existence and Power.  The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Arizona.  The Company is duly qualified to do business as a foreign corporation and is in good standing in each other jurisdiction where the transaction of its business requires such qualification, except where the lack of such qualification would not reasonably be expected to have a Material Adverse Effect on the Company.  The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.  The Company has heretofore made available to the Buyer true and complete copies of the Company Articles and bylaws of the Company as in effect as of the date hereof.

5

Section 3.02                                Corporate Authorization.  Each of the Company and the Seller has all requisite corporate power, authority and legal right under its respective articles or certificate of incorporation and bylaws to enter into this Agreement, perform its obligations under this Agreement and consummate the Transactions.  The execution, delivery and performance by each of the Company and the Seller of this Agreement and any Ancillary Document to which either of them is a party and the consummation by each of the Company and the Seller of the Transactions have been duly authorized by all necessary corporate action on the part of the Company and the Seller, including approval by their respective Boards of Directors.  Assuming the due authorization, execution and delivery of this Agreement by each Party (other than the Company and the Seller), this Agreement constitutes a valid and legally binding agreement of each of the Company and the Seller, enforceable against them in accordance with its terms and conditions, subject to Applicable Laws of general application relating to public policy, bankruptcy, insolvency and the relief of debtors, Applicable Laws governing specific performance, injunctive relief and other equitable remedies and general principles of equity.

Section 3.03                                Noncontravention.  Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by Section 3.04 have been duly made or obtained, as applicable, neither the execution and delivery by the Company or the Seller of this Agreement or any Ancillary Document to which either is a party, nor the consummation by the Company or the Seller of the Transactions (i) violate any provision of the Company Articles, the certificate of incorporation of the Seller or the bylaws of the Company or the Seller, or (ii) will result in a violation or breach of, or constitute a default under, any of the terms of any Material Contract.

Section 3.04                                Governmental Authorization.  The execution and delivery by each of the Company and the Seller of this Agreement and any Ancillary Documents to which either of them is a party, and the consummation by each of the Company and the Seller of the Transactions, require no action by or in respect of, or filing with, any Governmental Body, other than (i) compliance with any requirements of the HSR Act and any Foreign Antitrust Laws, (ii) compliance with any applicable requirements of any applicable securities laws, whether federal, state or foreign and (iii) any actions or filings the absence of which would not reasonably be expected to have a Material Adverse Effect on the Company or materially impair the ability of the Company or the Seller to consummate the Transactions.

Section 3.05                                Capitalization.  As of the date hereof, the authorized capital stock of the Company consists of one thousand (1,000) shares of Common Stock, of which there are one hundred (100) shares of Common Stock issued and outstanding.  No shares of Common Stock are held in the treasury of the Company.  All outstanding shares of Common Stock are duly authorized, validly issued, fully paid and nonassessable.  The Company does not have any outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or that are convertible into or exercisable for securities having the right to vote) on any matter.  There are no options, warrants or other rights (including preemptive rights) or agreements, arrangements or commitments of any character, whether or not contingent, relating to issued or unissued Common Stock or obligating the Company to issue, redeem, repurchase or otherwise acquire any share of Common Stock, or other equity interest in the Company.  The Seller is the sole record owner of the Shares, free of any Encumbrances, and the Seller has the power and authority to sell the Shares to the Buyer.

6

Section 3.06                                Subsidiaries.  Except as set forth on Schedule 3.06, as of the date hereof the Company does not own, directly or indirectly, any shares of capital stock or other equity or ownership interests in any other Person (collectively, “Third Party Interests”).  The Company has no rights to, and is not bound by any commitment or obligation to, acquire by any means, directly or indirectly, any Third Party Interests or to make any investment in, or contribution or advance to, any Person.

Section 3.07                                Financial Statements.

(a)                                  Attached to Schedule 3.07(a) of the Company Disclosure Schedules are true and correct copies of (i) the unaudited combined balance sheet of the Company and the related international business units/sales and service organizations (the “Company Balance Sheet”) as of June 27, 2010 (the “Company Balance Sheet Date”), and the related unaudited combined statement of income of the Company and the related international business units/sales and service organizations for the six (6) fiscal months ended June 27, 2010, (ii) the audited combined balance sheet of the Company and the related international business units/sales and service organizations as of December 31, 2009, and the related audited combined statement of income of the Company and the related international business units/sales and service organizations for the year ended December 31, 2009, and (iii) the unaudited combined balance sheets of the Company and the related international business units/sales and service organizations as of December 31, 2007 and 2008 and the related unaudited combined statements of income of the Company and the related international business units/sales and service organizations for the years ended December 31, 2007 and 2008 (collectively, the “Company Financial Statements”).

(b)                                 Except as indicated on Schedule 3.07(b) of the Company Disclosure Schedules or in the Company Financial Statements, the Company Financial Statements fairly present in all material respects the financial position of the Company and the related international business units/sales and service organizations as of the respective dates thereof and the results of operations of the Company and the related international business units/sales and service organizations for the periods then ended, as applicable, all in accordance with GAAP (in the case of unaudited Company Financial Statements, subject to the absence of footnotes thereto and year-end audit adjustments).

Section 3.08                                Events Subsequent.

(a)                                  Since the Company Balance Sheet Date through the date hereof, (i) there has not been any Material Adverse Effect on the Company, and, (ii) except for the Transactions, the Company has been operated only in the Ordinary Course of Business.

(b)                                 Since the Company Balance Sheet Date through the date hereof, there has not been any:

(i)                                     damage, destruction or other casualty, whether or not covered by insurance, materially affecting the Company or any assets material to the business owned, held or used by the Company;

7

(ii)                                  transaction or commitment made, or Contract entered into, by the Company, or termination or amendment by the Company of any Contract, in either case, that is material to the Company, other than transactions, commitments, Contracts, terminations or amendments made in the Ordinary Course of Business;

(iii)                               sale or other disposition of assets that are owned, held or used by the Company other than in the Ordinary Course of Business;

(iv)                              cancellation, compromise, settlement, waiver or release by the Company involving an amount in excess of One Hundred Thousand Dollars ($100,000);

(v)                                 (w) increase in the compensation or fringe benefits of any present or former director, officer, employee or consultant of the Company, (x) grant of any severance or termination pay to any present or former director, officer or employee of the Company, (y) establishment, adoption, entrance into, amendment or termination of any Employee Benefit Plan or collective bargaining agreement (other than as may be required by the terms of an existing Employee Benefit Plan or as may be required by Applicable Law or in order to maintain its qualification under Sections 401 and 501 of the Code or to provide for the effects of Section 409A of the Code) or (z) grant of any equity or equity-based awards, in the case of each of clause (w), (x), (y) or (z) above, other than in the Ordinary Course of Business or as may be required under Applicable Law or for which the Seller, rather than the Company, shall be responsible; or

(vi)                              agreement, whether in writing or otherwise, to do any of the foregoing.

(c)                                  Except as set forth in Schedule 3.08 of the Company Disclosure Schedules, since December 31, 2009 through the date hereof, there has been no resignation or termination of any management level employee of the Company.

Section 3.09                                No Undisclosed Liabilities.  As of the date hereof, there are no liabilities or obligations of the Company of any kind whatsoever, including any inter-company liabilities, whether accrued, contingent, absolute, determined, determinable or otherwise, other than liabilities, obligations, conditions or circumstances (a) disclosed and provided for in the Company Balance Sheet, (b) of a nature not required by GAAP to be reflected on a balance sheet of the Company, (c) incurred or arising in the Ordinary Course of Business since the Company Balance Sheet Date or in connection with the Transactions, (d) related to the future performance of any Contract, (e) of a subject matter covered by any of the other representations and warranties set forth in this Agreement or otherwise disclosed in the Company Disclosure Schedules, (f) that would not reasonably be expected to have a Material Adverse Effect on the Company or (g) that will be discharged or paid in full prior to the Closing Date.

Section 3.10                                Taxes.

(a)                                  The Company has filed (or has had filed on its behalf) all Tax Returns required to have been filed by it, except for Tax Returns the non-filing of which would not reasonably be expected to have a Material Adverse Effect on the Company.  Except as set forth on Schedule 3.10(a), the Company has not requested or obtained any extension of time within

8

which to file any Tax Return, which Tax Return has not since been filed.  All Taxes required to have been paid by the Company (whether or not shown on any Tax Return) have been paid or are currently being disputed in good faith except for Taxes the liability for which would not reasonably be expected to have a Material Adverse Effect on the Company.

(b)                                 There is no Proceeding presently pending or Threatened with regard to any Tax matter concerning the Company that would reasonably be expected to have a Material Adverse Effect on the Company.

(c)                                  The Company has not received a written ruling relating to any Tax, or entered into a written agreement with any Taxing Authority relating to any Tax, that would have continuing effect after the Closing Date with respect to any taxable period for which the Company has not filed a Tax Return, and there are no requests for issuance of such a ruling or agreement pending on behalf of the Company.

(d)                                 Except as set forth on Schedule 3.10(d), neither the Company, nor any Person on behalf of the Company, has waived any statute of limitations or agreed to any extension of time that has continuing effect with respect to assessment or collection of any Tax for which the Company is expected to be held liable.

(e)                                  The Company is not, nor has it been, a party to any Tax allocation, Tax sharing or similar agreement or arrangement the principal purpose of which is or was the allocation of Tax liabilities computed on a consolidated, combined, unitary or similar basis (a “Group Return”) among entities that have been or will be required to compute their Tax liability by filing on such a basis.  Except as set forth on Schedule 3.10(e), the Company (i) has not been a member of an “affiliated group” (within the meaning of Section 1504 of the Code) filing a consolidated federal income Tax Return, or included or required to be included in any other group of entities filing or required to file any other type of Group Return that would cause the Company to be liable for Taxes under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), and (ii) is not liable for Taxes of another Person having liability on the basis described in clause (i) either by contract or by reason of being a transferee or successor of such a Person.

(f)                                    The Company has not constituted (or been included, or required to be included, in a Tax Return for a group of entities filing income Tax Returns on a consolidated, combined, unitary or similar basis during a taxable period that included another corporation that constituted during such taxable period) either a “distributing corporation” or a “controlled corporation” within the meaning of Section 355(a)(1)(A) of the Code in a distribution qualifying (or intended to qualify) under Section 355 of the Code (or so much of Section 356 as relates to Section 355).

(g)                                 The Company has made available to the Buyer complete and accurate copies of all of the following materials:  (i) all income Tax Returns filed by or with respect to the Company that relate to taxable periods ending after December 31, 2006 (other than Group Returns), (ii) all examination reports relating to Taxes of the Company issued after December 31, 2006, proposing any material change to any Tax Return previously filed by the Company or asserting a Company obligation to file a material Tax Return that has not been filed (but

9

including only the portion of such a report in respect of any Group Return that is relevant to adjustments concerning Company items relevant to such Group Return) and (iii) all statements of Taxes assessed after December 31, 2006, against the Company (other than in respect of Group Returns) in excess of amounts shown on Tax Returns filed for the relevant taxable period before such assessment.

(h)                                 The Company has not been a beneficiary of or participated in any “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(1) that was, is or, to the Knowledge of the Company, will be, required to be disclosed under Treasury Regulations Section 1.6011-4.

(i)                                     Since December 31, 2006, the Company has received no notice in writing from any Taxing Authority that such Taxing Authority believes that the Company was required to file any Tax Return of a type referred to in such notice that the Company has not filed for the most recent period for which such Tax Return would be due, the failure to file of which would be reasonably likely to have a Material Adverse Effect on the Company.

(j)                                     No property of the Company is “tax-exempt use property” or “tax-exempt bond financed property” within the meaning of Section 168 of the Code, and no property of the Company directly or indirectly secures any debt the interest on which is exempt from Tax under Section 103(a) of the Code.

(k)                                  The Company is not a party to any “safe harbor lease” within the meaning of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect immediately before amendment by the Tax Equity and Fiscal Responsibility Act of 1982.

(l)                                     No property of the Company is used predominately outside the United States within the meaning of Section 168(g)(1)(A) of the Code.

(m)                               The Company is not a party to any Contract under which it is treated as a lessor or lessee of “limited use property” within the meaning of Rev. Proc. 2001-28.

(n)                                 The Company is not a party to any joint venture, partnership or other agreement or arrangement that is treated or required to be treated as a partnership for U.S. federal income Tax purposes.  The Company does not own any interest in an entity that either is treated or required to be treated as an entity disregarded as separate from its owner for U.S. federal Tax purposes, or is an entity as to which an election pursuant to Treasury Regulations Section 301.7701-3 has been made.

(o)                                 To the Knowledge of the Company and the Seller, no claim has been made by a Taxing Authority on or after January 1, 2008, in a jurisdiction in which the Company does not file Tax returns or pay Tax that it is or may be subject to taxation by such jurisdiction.

Section 3.11                                Property.

(a)                                  Schedule 3.11(a) of the Company Disclosure Schedules contains a correct and complete list and description of all Owned Real Property.  Except as set forth on

10

Schedule 3.11(a) of the Company Disclosure Schedules, the following applies to the Owned Real Property:

(i)                                     To the Knowledge of the Company and the Seller, the current use and operation of the Owned Real Property comply in all material respects with present applicable zoning and other land use laws regulating the use or occupancy of the Owned Real Property or the activities conducted thereon.

(ii)                                  The Owned Real Property is not subject to any leases, tenancies or occupancies, except that of the Company.

(iii)                               The Company and the Seller have not granted to any third parties any options to lease or purchase any Owned Real Property.

(iv)                              The Company and the Seller have not caused any work or improvements to be performed upon or made to any of the Owned Real Property for which there remains outstanding any material payment obligation that could result in the imposition of any material lien on the Owned Real Property or the Improvements thereon.

(b)                                 Schedule 3.11(b) of the Company Disclosure Schedules contains a correct and complete description of the Company’s Leased Real Property and each lease, sublease, license, or other use agreement (each, a “Lease”) establishing the Company’s interest in such Leased Real Property.

(i)                                     Seller has made available to Buyer a true and correct copy of each Lease, together with amendments thereto.

(ii)                                  To the Seller’s Knowledge, the Company has a valid leasehold in and to all Real Property that is the subject of the Leases.

(iii)                               To the Seller’s Knowledge, each such Lease is in full force and effect as of the date hereof.

(iv)                              To the Seller’s Knowledge, no written notice of material default under any such Lease has been sent or received by the Seller which remains uncured as of the date hereof.

(c)                                  To the Seller’s Knowledge, neither the Seller nor the Company has received any written notice from any Governmental Body asserting a material violation or alleged material violation of applicable Laws with respect to the Company Real Property that remains uncured as of the date hereof.

(d)                                 To the Seller’s Knowledge, neither the Seller nor the Company has received any written claim or right of adverse possession by any Person with respect to the Company Real Property.

(e)                                  To the Seller’s Knowledge, (i) no portion of the Company Real Property is subject to any Order for sale, condemnation, expropriation or taking (by eminent domain or

11

otherwise) by any Governmental Body, and (ii) no such sale, condemnation, expropriation or taking has been proposed or threatened.

(f)                                    The Company does not lease or sublease any real property or interests therein in connection with, and necessary for, the present operation of the business of the Company other than the Company Real Property.

(g)                                 To the Seller’s Knowledge, there is no material defect in the condition or repair of the Improvements at the Owned Real Property which prevents the operation of the metrology business of the Company at such Owned Real Property in the Ordinary Course of Business.

(h)                                 Schedule 3.11(h) of the Company Disclosure Schedules sets forth a true, correct and complete list of all items of tangible personal property owned by the Company as of the Company Balance Sheet Date having a net book value per unit in excess of Twenty-Five Thousand Dollars ($25,000); or not owned by the Company but in the possession of or used or useful in the business of the Company and having rental payments therefor in excess of One Hundred Thousand Dollars ($100,000) per year (collectively, the “Personal Property”).  The Company has good title to, or a valid leasehold interest in, all of its Personal Property, free and clear of any Encumbrances, except for Permitted Encumbrances.

(i)                                     Except as set forth on Schedule 3.11(i) of the Company Disclosure Schedules, to the Knowledge of the Company, the Company’s material items of equipment are in good working condition and repair in all material respects, free from material defects and such equipment is adequate and suitable for the purpose for which it is currently being used.

(j)                                     No representation or warranty is made in this Section 3.11 with respect to any Intellectual Property (which is the subject of Section 3.12).

Section 3.12                                Intellectual Property.

(a)                                  Schedule 3.12(a) of the Company Disclosure Schedules lists all issued patents, registered trademarks and registered copyrights and pending applications for patents, trademarks and copyrights, in each case owned by the Company (the “Company Registered Intellectual Property”).  Each item of material issued or registered Company Registered Intellectual Property was, to the Knowledge of Company, validly issued or registered, as applicable, is subsisting and has not expired or been canceled or abandoned, and all documents, certificates and fees required to be filed or paid on or before the date hereof with respect to the Company Registered Intellectual Property have been filed or paid with the relevant patent, trademark, copyright or other authorities.  Except as set forth on Schedule 3.12(a) of the Company Disclosure Schedules, the Company owns the entire right, title and interest in and to the Company Registered Intellectual Property, free and clear of any Encumbrances.

(b)                                 Schedule 3.12(b) of the Company Disclosure Schedules lists all material agreements pursuant to which the Company (i) has received a license or sub-license with respect to any material item of Intellectual Property (excluding any (A) commercial off-the-shelf software products and (B) any agreements with aggregate annual license, maintenance, support and other fees of less than One Hundred Thousand Dollars ($100,000)); or (ii) has licensed to

12

Third Parties the right to use any material item of Company Registered Intellectual Property (other than (x) customer, developer and reseller licenses and other agreements entered into in the Ordinary Course of Business, and (y) sale and license-back arrangements, licenses to standards bodies and other licenses that are not intended to generate revenue) (such agreements, the “Material Intellectual Property Agreements”).  To the Knowledge of the Company, (i) all of the Material Intellectual Property Agreements are valid and binding agreements of the Company; (ii) the Company is not in material breach under any Material Intellectual Property Agreement; and (iii) no Third Parties to the Material Intellectual Property Agreements are in material breach thereof, except where such breach would not reasonably be expected to have a Material Adverse Effect on the Company.

(c)                                  Except as set forth in Schedule 3.12(c) of the Company Disclosure Schedules and to the Knowledge of the Company, (i) the Company owns or has the right to use all Intellectual Property necessary for the operation of the business of the Company as currently conducted (including any new products of the Company currently planned by the Company as of the date hereof to be launched between the date hereof and December 31, 2011); (ii) no Person is infringing, misappropriating or diluting any of the Company Registered Intellectual Property, such that the occurrence of any of the foregoing has had or would reasonably be expected to have a Material Adverse Effect on the Company; and (iii) the Company has not misappropriated or infringed upon the Intellectual Property rights of any Third Party.

(d)                                 The Company has taken steps customary and reasonable in its industry to protect and preserve the confidential and proprietary nature of all Confidential Information of the Company except to the extent that the failure to take such steps would not reasonably be expected to have a Material Adverse Effect on the Company.  The Company has a policy of requiring each employee, consultant and independent contractor to execute proprietary information, confidentiality and assignment agreements substantially in the Company’s standard forms that assign to the Company all rights to any Intellectual Property relating to the Company’s business that is developed by the employees, consultants or contractors, as applicable.  To the Knowledge of the Company, there has not been any unauthorized disclosure of any Confidential Information related to the Company.  To the Knowledge of the Company, none of the activities of the employees of the Company performed for the Company violates any agreement or arrangement which any such employee has with a former employer.

Section 3.13                                Material Contracts and Government Contracts.

(a)                                  Schedule 3.13(a) of the Company Disclosure Schedules lists all of the following written Contracts to which the Company is a party (other than Leases) as of the date hereof: (i) any Contract the performance of which requires payment by or to the Company during the next twelve (12) months in excess of One Hundred Thousand Dollars ($100,000) (other than Contracts for the supply of goods or services entered into in the Ordinary Course of Business), (ii) any Contract concerning the establishment by the Company of a partnership, joint venture or similar arrangement, including any Contract between the Company, on the one hand, and any Affiliate of the Company, on the other hand, (iii) any Contract containing a non-competition clause, (iv) any Contract for acquisition of capital stock or all or substantially all assets of another Person or a division thereof (whether by merger, stock or asset purchase), (v) any Contract regarding dispositions of any assets of the Company (other than the sale of inventory in

13

the Ordinary Course of Business or with a value less than One Hundred Thousand Dollars ($100,000)), (vi) any Contract involving any resolution or settlement of any actual or Threatened Proceeding with a value of greater than One Hundred Thousand Dollars ($100,000), and (vii) any Contract with a distributor, agent or sales representative who generated orders for the Company in excess of Two Hundred Fifty Thousand Dollars ($250,000) during the fiscal year ended December 31, 2009.  The Contracts listed in Schedule 3.13(a) of the Company Disclosure Schedules are referred to in this Agreement as the “Material Contracts”.  The Company has made available to the Buyer a copy of each Material Contract, which copies are true and complete in all material respects.

(b)                                 All of the Material Contracts are valid, binding and currently in full force and effect.  The Company is not in material default as of the date hereof under any of the Material Contracts, and, to the Knowledge of the Company, no event has occurred as of the date hereof that, through the passage of time or the giving of notice, or both, would constitute a default by the Company or give rise to a right of termination or cancellation by another party under any of the Material Contracts.  To the Knowledge of the Company, no other Person is in default under any of the Material Contracts.  Except as described in Schedule 3.13(b) of the Company Disclosure Schedules, none of the Material Contracts has been cancelled, terminated, amended or modified.

(c)                                  To the Knowledge of the Company, the Company is in compliance in all material respects with all pricing, cost accounting, cost recording, cost charging, progress billing and other requirements of Applicable Laws regarding government contracting, in each case, required by any Governmental Body with which the Company currently does business.

Section 3.14                                Legal Compliance.  Except as set forth in Schedule 3.14 of the Company Disclosure Schedules, the Company is in compliance with all Applicable Laws and Orders of any Governmental Body except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect on the Company.  Except as set forth in Schedule 3.14 of the Company Disclosure Schedules, the Company has not received any written notice of, and the Company has no Knowledge of, any existing violation of a material nature of any Applicable Laws and/or Orders applicable to the Company.

Section 3.15                                Proceedings and Orders.  Except as set forth in Schedule 3.15 of the Company Disclosure Schedules or as would not reasonably be expected to have a Material Adverse Effect on the Company, the Company (i) is not subject to any outstanding Order, and (ii) is not a party to any pending Proceeding or, to the Knowledge of the Company, Threatened Proceeding.

Section 3.16                                Labor Matters.  Except as set forth on Schedule 3.16 of the Company Disclosure Schedules, the Company is in compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, except for any noncompliance which would not reasonably be expected to have a Material Adverse Effect on the Company.  There is no unfair labor practice complaint pending or, to the Knowledge of the Company, Threatened against the Company before the National Labor Relations Board.  The Company is not a party to or subject to, and is not currently negotiating in

14

connection with entering into, any collective bargaining agreement or other contract or understanding with a labor union or organization.

Section 3.17                                Employee Benefit Plans.

(a)                                  Schedule 3.17(a) of the Company Disclosure Schedules contains a correct and complete list identifying each Employee Benefit Plan, and each other material employment, severance or similar contract with respect to which the Company has any unsatisfied liability.  Copies of such plans and contracts (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and, if applicable, all current summary plan descriptions and summaries of material modifications together with the most recent annual report (Form 5500, including any applicable schedules and attachments thereto) prepared in connection with any such plan or trust have been made available for review by the Buyer.

(b)                                 Neither the Company nor any ERISA Affiliate sponsors, maintains or contributes to, or has, in the past six (6) years, sponsored, maintained or contributed to, any Employee Benefit Plan that is subject to Title IV of ERISA or that is a “multiemployer plan” (within the meaning of Section 3(37) of ERISA).

(c)                                  Except as set forth in Schedule 3.17(c) of the Company Disclosure Schedules, each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination or opinion letter from the Internal Revenue Service (“IRS”).  Each Employee Benefit Plan has been maintained in material compliance with its terms and with Applicable Law; and all contributions required to be made under each Employee Benefit Plan have been timely made or accrued in accordance with past custom and practice.

(d)                                 Except as otherwise provided in this Agreement or set forth in Schedule 3.17(d) of the Company Disclosure Schedules, the consummation of the Transactions will not by itself entitle any employee or independent contractor of the Company to any material severance pay from the Company or material acceleration of the time of payment or vesting or trigger any payment or funding by the Company (through a grantor trust or otherwise) of material compensation or benefits under, increase the amount payable by the Company or trigger any other material obligation of the Company pursuant to, any Employee Benefit Plan.

(e)                                  Except to the extent required under Sections 601 through 609 of ERISA and Section 4980B of the Code, the Company provides no health or welfare benefits for any retired or former employee, and is not obligated to provide health or welfare benefits to any active employee following such employee’s retirement or other termination of service.

(f)                                    Excluding routine claims for benefits, there is no action, suit, audit, proceeding or, to the Knowledge of the Company, investigation pending against or involving or, to the Knowledge of the Company, Threatened against or involving any Employee Benefit Plan before any court or arbitrator or any Governmental Body, or state, federal or local official.

15

Section 3.18                                Environmental Matters.

(a)                                  Except as set forth in Schedule 3.18 of the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property.  There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company.

(b)                                 To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer).

(c)                                  The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property.

(d)                                 To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities.

(e)                                  Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Barbara Property.

(f)                                    The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Section 3.19                                Insurance.  Schedule 3.19 of the Company Disclosure Schedules sets forth a true, correct and complete list of all fire, theft, casualty, general liability, workers’ compensation, business interruption, environmental impairment, product liability, automobile and other property/casualty insurance policies (excluding any insurance policies relating to any Employee Benefit Plan or financial product policies, such as directors and officers, employment

16

practices, fiduciary, crime and travel accident policies) maintained by the Seller for itself and its Subsidiaries, and under which the Company is listed as either a beneficiary or an insured, specifying the insurer and the effective date of each such policy (collectively, the “Insurance Policies”) and all claims made by the Company under such Insurance Policies since December 31, 2006. True, correct and complete copies of all Insurance Policies have been previously made available by the Company to the Buyer.  All premiums due on the Insurance Policies or renewals thereof have been paid, and there is no default under the Insurance Policies. Except as set forth on Schedule 3.19 of the Company Disclosure Schedules, the Company has no material outstanding claim or material dispute with any insurance carrier regarding claims, settlements or premiums.

Section 3.20                                Customers.  Schedule 3.20 of the Company Disclosure Schedules sets forth (A) a correct and complete list of the top twenty (20) customers of the Company on the basis of annual revenues for the fiscal year ended December 31, 2009 (the “Major Customers”), (B) a list of Contracts with any Major Customer in effect or outstanding as of the date hereof other than Contracts entered into in the Ordinary Course of Business and (C) a list of the Company’s top ten (10) service Contracts on the basis of the unfilled value of such Contracts as of June 27, 2010 (provided that Material Contracts listed on Schedule 3.13(a) of the Company Disclosure Schedules need not be relisted on Schedule 3.20 of the Company Disclosure Schedules).  No Major Customer within the last twelve (12) months has canceled or otherwise terminated, or, to the Knowledge of the Company, Threatened to cancel or otherwise terminate, any customer relationship of such Major Customer with the Company.

Section 3.21                                Suppliers.

(a)                                  Schedule 3.21(a) of the Company Disclosure Schedules sets forth a list of the Company’s suppliers of goods or services with whom the Company had aggregate purchases for the fiscal year ended December 31, 2009 in excess of One Hundred Thousand Dollars ($100,000) (each, a “Material Supplier”), showing the aggregate amount that the Company paid to each such Material Supplier during such period.  No Material Supplier has canceled or otherwise terminated or, to the Knowledge of the Company, Threatened to cancel or otherwise terminate, its relationship with the Company.

(b)                                 Schedule 3.21(b)(i) of the Company Disclosure Schedules sets forth a list of the Company’s suppliers that are Sole Source Suppliers of any raw materials, services, supplies, equipment or parts to the metrology business, and, to the Knowledge of the Company, no such supplier, nor any key supplier set forth in Schedule 3.21(b)(ii) of the Company Disclosure Schedules, has indicated in the six (6) month period prior to the date hereof that it shall cease, or materially decrease, its supply of products or services to the Company.

Section 3.22                                Accounts Receivable.  Except as set forth in Schedule 3.22 of the Company Disclosure Schedule, all accounts receivable of the Company reflected on the Company Balance Sheet that remain uncollected as of the date hereof are valid receivables, arising from sales actually made or services actually provided, net of the applicable reserve for doubtful accounts on the Company Balance Sheet or in Schedule 3.22 of the Company Disclosure Schedules.  All such accounts receivable are reflected on the Company Balance Sheet or in Schedule 3.22 of the Company Disclosure Schedules in accordance with GAAP as of the

17

date thereof.  To the Company’s Knowledge, there is no contest, counterclaim or right of setoff under any Contract with any obligor of any such account receivable relating to the amount or validity of such account receivable.  No such obligor has been released in whole or in part by the Company from paying the full value of its obligation to the Company and the Company has not agreed to do so.  No such account receivable has been subordinated or assigned by the Company and the Company has not agreed to do so.

Section 3.23                                Affiliate Transactions.  Except as set forth in Schedule 3.23 of the Company Disclosure Schedules or as otherwise expressly set forth herein, since January 1, 2009 through the date hereof, no Affiliate of the Company has had any (A) material business arrangement or relationship with the Company, or (B) interest in any material asset, real or personal, tangible or intangible, owned by the Company.  Except as set forth in Schedule 3.23 of the Company Disclosure Schedules or as otherwise expressly set forth herein, there are no material assets owned by the Seller or any of its Affiliates (other than the Company) that are used in the business of the Company.  Since the Company Balance Sheet Date, through the date hereof, there has been no material change in the intercompany agreements between the Seller or any of its Affiliates (other than the Company), on the one hand, and the Company on the other hand.

Section 3.24                                Brokers.  Except as set forth in Schedule 3.24 of the Company Disclosure Schedules, no broker, finder or investment banker (each, a “Broker”) is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions for which the Company or its Affiliates will be responsible.

Section 3.25                                Product Warranties.  Except as set forth in Schedule 3.25 of the Company Disclosure Schedules, during the twelve (12) month period prior to the date hereof, there have been no material claims for the breach of any product warranty or any material liability with respect to any product manufactured and sold by the Company, other than warranty claims (to replace, repair or refund) made in the Ordinary Course of Business.

Section 3.26                                Inventory.  Taking into account the reserves for inventory in the Company’s financial records, to the Knowledge of the Company, the inventory held by the Company as of the date hereof is of a quantity and quality reasonably considered usable and salable in the Ordinary Course of Business, and the quantities of such inventory are not excessive, but are reasonable for the continued operation of the metrology business of the Company in the Ordinary Course of Business.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE BUYER

Except as set forth in the disclosure schedules delivered by the Buyer to the Seller on the date hereof (the “Buyer Disclosure Schedules”), the Buyer represents and warrants as of the date hereof, except to the extent that a representation, warranty or Buyer Disclosure Schedule expressly states that such representation or warranty, or the information in such Buyer Disclosure Schedule, is accurate only as of an earlier date, to the Seller as follows:

18

Section 4.01                                Corporate Existence and Power.  The Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of its state of incorporation.  The Buyer is duly qualified to do business as a foreign corporation and is in good standing in each other jurisdiction where the transaction of its business requires such qualification, except where the lack of such qualification would not reasonably be expected to have a Material Adverse Effect on the Buyer.  The Buyer has heretofore made available to the Seller true and complete copies of the certificate or articles of incorporation and bylaws of the Buyer as currently in effect.

Section 4.02                                Corporate Authorization.  The Buyer has all requisite corporate power, authority and legal right under its certificate of articles or certificate of incorporation and bylaws (or comparable organizational documents) to enter into this Agreement, perform its obligations under this Agreement and consummate the Transactions.  The execution, delivery, and performance by the Buyer of this Agreement and any Ancillary Documents to which it is a party, and the consummation by the Buyer of the Transactions, have been duly authorized by all necessary corporate action on the part of the Buyer, including the approval of its Board of Directors.  Assuming the due authorization, execution and delivery of this Agreement by each Party (other than the Buyer), this Agreement constitutes a valid and legally binding agreement of the Buyer, enforceable against it in accordance with its terms and conditions, subject to Applicable Laws of general application relating to public policy, bankruptcy, insolvency and the relief of debtors, Applicable Laws governing specific performance, injunctive relief and other equitable remedies and general principles of equity.

Section 4.03                                Noncontravention.  Except for the consents, approvals, authorizations, Permits and material contracts described in Schedule 4.03 of the Buyer Disclosure Schedules, neither the execution and delivery of this Agreement, nor the consummation of the Transactions, do (i) violate any provision of the charter, bylaws or other governing documents of the Buyer, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under any of the terms of any note, bond, mortgage, indenture, license, contract, lease, or other instrument or obligation to which the Buyer is a party (or result in the imposition of any Encumbrance (other than Permitted Encumbrances) upon the Buyer’s assets) or (iii) violate any Applicable Law or any Order of any Governmental Body applicable to the Buyer.

Section 4.04                                Governmental Authorization.  The execution and delivery by the Buyer of this Agreement and any Ancillary Documents to which it is a party, and the consummation by the Buyer of the Transactions, require no action by or in respect of, or filing with, any Governmental Body, other than (i) compliance with any applicable requirements of the HSR Act and any Foreign Antitrust Laws and (ii) compliance with any applicable requirements of any applicable securities laws, whether federal, state or foreign.

Section 4.05                                Proceedings and Orders.  Except as set forth in Schedule 4.05 of the Buyer Disclosure Schedules, the Buyer (i) is not subject to any outstanding Order, and (ii) is not party to any pending Proceeding or, to the Knowledge of the Buyer, Threatened Proceeding, that would, in any case, prohibit or materially impair the Buyer’s ability to perform its obligations under this Agreement or to complete the Transactions in accordance with the terms of this Agreement and the Ancillary Documents.

19

Section 4.06                                Financing.  The Buyer has available, and on the Closing Date shall have available, sufficient funds, available lines of credit or other sources of immediately available funds to enable the Buyer to pay the Purchase Price and all Transaction Expenses payable by the Buyer pursuant hereto.

(a)                                  Schedule 4.06 of the Buyer Disclosure Schedules sets forth true, accurate and complete copies of an executed debt commitment letter, dated as of July 12, 2010 (as the same may be amended or replaced in accordance with Section 5.06, the “Debt Provider Letter”) from JPMorgan Chase Bank, N.A. (the “Buyer Debt Provider”) regarding debt funding available to the Buyer in the amount noted therein for the purpose of funding the Purchase Price and all Transaction Expenses payable by the Buyer pursuant hereto and the Ancillary Documents (the “Debt Funding”).

(b)                                 The statements made in the Debt Provider Letter are true, correct, accurate and complete as of July 12, 2010, and have not been amended, modified or terminated in any respect.  As of the date hereof, the amount of unused availability under the Buyer Debt Provider facility continues to be the amount of unused availability set forth in the Debt Provider Letter in all material respects.  No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Buyer or the Buyer Debt Provider under any term or condition of the Debt Provider Letter.  The Buyer has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of the Closing to be satisfied by the Buyer contained in the Debt Provider Letter.  The Debt Funding, plus other cash immediately available to the Buyer for purposes of the Transactions, is sufficient to pay the Purchase Price and all Transaction Expenses payable by the Buyer pursuant hereto, and to allow the Buyer to perform all of its other obligations under this Agreement and to consummate the Transactions, subject to the terms hereof.

(c)                                  Other than as set forth in the Debt Provider Letter, there are no contractual contingencies, side letters or similar arrangements under any agreement relating to the Transactions to which the Buyer or any of its Affiliates is a party that would permit the Buyer Debt Provider to reduce the total amount of the Debt Funding, or to impose any additional condition precedent to availability of the Debt Funding.  The board of directors of the Buyer has authorized the Buyer to draw on the funds available to the Buyer under the Debt Provider Letter as necessary to enable the Buyer to pay the Purchase Price and any and all Transaction Expenses payable by the Buyer pursuant to this Agreement and the Ancillary Documents.  The Buyer has received commitments from the Buyer Debt Provider that the Buyer is entitled to call in accordance with the Debt Provider Letter, in an amount sufficient to enable the Buyer to pay the Purchase Price and all Transaction Expenses payable by the Buyer pursuant to this Agreement and the Ancillary Documents.  The Buyer has provided all applicable notices under the Debt Provider Letter and taken all other actions required to be taken by it thereunder to draw on the requisite amount of the commitment to the Buyer of the Buyer Debt Provider, sufficient (when taken together with other sources of funds immediately available to the Buyer) to enable the Buyer to pay the Purchase Price and any and all Transaction Expenses payable by the Buyer pursuant to this Agreement and the Ancillary Documents.

20

Section 4.07                                Foreign Ownership.

(a)                                  Schedule 4.07(a) of the Buyer Disclosure Schedules sets forth the identity of each governmental entity or non-U.S. Person, and such Person’s specific right or interest, that has a direct or indirect right or interest with respect to the corporate activities (including any economic rights) of Buyer or any of Buyer’s Affiliates.

(b)                                 Schedule 4.07(b) of the Buyer Disclosure Schedules sets forth the prior acquisition transactions of the Buyer and Buyer’s Affiliates that were subject to CFIUS review, indicating whether each was approved during the initial 30-day review period or was subject to an investigation and if such prior acquisition transaction was not approved within 30 days of initial notification to CFIUS, indicating how many days elapsed between the initial CFIUS notification and approval of the transaction by CFIUS.

(c)                                  Schedule 4.07(c) of the Buyer Disclosure Schedules sets forth all existing agreements of the Buyer and Buyer’s Affiliates with CFIUS or any of its member agencies indicating, with respect to each agreement: (i) the governmental agency involved, (ii) the subject matter of the agreement, (iii) the date that it was entered into and (iv) any audits or other investigations by CFIUS with respect to compliance with such agreement.  Neither the Buyer or any of its Affiliates has, or may have, breached or violated or would, with notice, the passage of time or both, breach or violate, in any material respect any agreement with CFIUS or any of its member agencies.

Section 4.08                                Solvency.  The Buyer is not entering into this Agreement or the Ancillary Documents with the intent to hinder, delay or defraud any Person to which the Buyer is, or may become, indebted.  The Purchase Price is not less than the reasonably equivalent and fair market value of the Shares and the Purchased Assets.  Immediately following the Closing and after giving effect to the Stock Purchase, the Asset Purchase and the other Transactions, the Buyer shall not (i) be insolvent (either because its financial condition is such that the sum of its debts and other liabilities, including subordinated, contingent, disputed, unliquidated or otherwise, is greater than the fair market value of its assets or because the fair saleable value of its assets is less than the amount required to pay its probable liability on its existing debts as they become absolute and mature); (ii) have unreasonably small capital with which to engage in its business; (iii) have incurred debts or liabilities beyond its ability to pay them as they become due; or (iv) be unable to realize upon its assets and pay its debts and other liabilities, including subordinated, contingent, disputed, unliquidated or otherwise, as they mature in the normal course of business.  No fact, circumstance or condition exists that would be reasonably likely to render the Buyer insolvent.

Section 4.09                                Securities Act.  The Buyer (i) understands that the Shares have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, (ii) is acquiring the Shares solely for its own account for investment purposes, and not with a view to the distribution thereof, (iii) is a sophisticated investor with knowledge and experience in business and financial matters, (iv) has received certain information concerning the Seller and the Company and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding the Shares, (v) is able to bear the economic risk and lack of liquidity

21

inherent in holding the Shares and (vi) is an “Accredited Investor” as defined in Regulation D under the Securities Act.

Section 4.10                                Brokers.  Except as set forth in Schedule 4.10 of the Buyer Disclosure Schedules, no Broker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Buyer or any of its Affiliates.

ARTICLE V

PRE-CLOSING COVENANTS

Section 5.01                                Reasonable Best Efforts.

(a)                                  The Parties shall each cooperate with the other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to promptly (i) take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable to consummate and make effective the Transactions as soon as practicable, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Third Party necessary, proper or advisable to consummate the Transactions, and (iii) execute and deliver such documents, certificates and other papers as a Party may reasonably request to evidence the other Party’s satisfaction of its obligations hereunder.  Subject to Applicable Laws relating to the exchange of information and in addition to Section 5.01(d), the Parties shall have the right to review in advance, and, to the extent practicable, each will consult the other on, any information relating to the Company or the Buyer and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any Third Party and/or any Governmental Body in connection with the Transactions.

(b)                                 Without limiting the foregoing, the Parties shall: (i) within five (5) Business Days of the date of this Agreement each make an appropriate filing pursuant to the HSR Act and each make (or, if applicable, the applicable Party shall make) any Foreign Antitrust Laws with respect to the Stock Purchase and as promptly as practicable file any other required submissions under the HSR Act and take any and all other actions necessary or appropriate to bring about the expiration or termination of any applicable waiting period under the HSR Act and any Foreign Antitrust Laws; and (ii) cooperate with one another (A) promptly to determine whether any other filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other Applicable Law, including any Foreign Antitrust Law and (B) promptly, and in any event within ten (10) Business Days, make any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations or approvals.

(c)                                  Without limiting Section 5.01(a), each Party shall:

22

(i)                                     use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any Order that would restrain, prevent or delay the Closing or the consummation of any of the Transactions, including defending through litigation or arbitration on the merits any claim asserted in any court by any Person; and

(ii)                                  use its reasonable best efforts to avoid or eliminate each and every impediment under the HSR Act and any Foreign Antitrust Laws that may be asserted by any Governmental Body with respect to the Transactions so as to enable the Closing to occur as soon as reasonably possible.

(d)                                 Each Party shall keep the other Party reasonably apprised of the status of matters relating to the completion of the Transactions and work cooperatively in connection with obtaining all required approvals or consents of any Governmental Body (whether domestic, foreign or supranational).  In that regard, each Party shall, to the extent permitted by Applicable Law and subject to all applicable privileges, including the attorney-client privilege, without limitation:  (i) promptly notify the other Party of, and if in writing, furnish the other Party with copies of (or, in the case of material oral communications, advise the other orally of), any communications from or with any Governmental Body with respect to the Transactions, (ii) permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Body, (iii) not participate in any meeting with any such Governmental Body unless it consults with the other Party in advance and, to the extent permitted by such Governmental Body, gives the other the opportunity to attend and participate thereat, (iv) furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Body with respect to this Agreement, the Ancillary Documents and the Transactions, and (v) furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Body.

Section 5.02                                Operation of Business.  Except (a) for the consummation of the Transactions, or (b) as set forth on Schedule 5.02 of the Company Disclosure Schedules or as otherwise expressly contemplated by this Agreement, the Contribution and Distribution Agreement, the Asset Purchase Documents or any other Ancillary Document, during the period from the date hereof and continuing until the earlier of the termination of this Agreement or the Closing Date, the Company shall conduct its business in the Ordinary Course of Business.  The Company agrees to pay debts and Taxes when due unless subject to good faith dispute, and to pay or perform other obligations in the Ordinary Course of Business subject to good faith disputes over whether payment or performance is owing.  Without limiting the generality of the foregoing, except (i) for the consummation of the Transactions, (ii) as set forth in Schedule 5.02 of the Company Disclosure Schedules or (iii) to the extent consented to by the Buyer, from the date hereof until the Closing Date, the Company shall not, and the Seller shall not cause the Company to, do any of the following:

(i)                                     adopt or propose any change to the Company Articles or the Company’s bylaws;

23

(ii)                                  merge or consolidate with any other Person or acquire all or substantially all of the stock or assets of any other Person or effect any business combination, recapitalization or similar transaction;

(iii)                               sell, lease, license or otherwise dispose of any material amount of assets, securities or property except (A) pursuant to existing Contracts or commitments or (B) in the Ordinary Course of Business;

(iv)                              except in the Ordinary Course of Business (including, without limitation, distributions for tax liabilities of the stockholders) declare, set aside or pay any dividend or other distribution with respect to the capital stock of the Company;

(v)                                 create or incur any Encumbrance on any material asset other than (A) in the Ordinary Course of Business or (B) Permitted Encumbrances;

(vi)                              make any material loan, advance or capital contribution to or investment in any Person;

(vii)                           change any method of accounting or accounting principles or practice, except for any such change required by reason of a concurrent change in GAAP; or

(viii)                        agree or commit to do any of the foregoing.

Section 5.03                                Publicity.  The Parties shall (i) develop a joint communication plan with respect to this Agreement and the Transactions, (ii) ensure that all press releases and other public statements with respect to this Agreement and the Transactions shall be consistent with such joint communication plan, and (iii) consult promptly with each other prior to issuing any press release or otherwise making any public statement with respect to this Agreement, the Stock Purchase, the Asset Purchase and the Transactions, provide to the other Party for review a copy of any such press release or statement, and not issue any such press release or make any such public statement without the other Party’s consent, unless either Party determines in good faith that such disclosure is required or advisable under Applicable Law or any listing agreement with, or rules and regulations of, a securities exchange.

Section 5.04                                Access.  The Company shall permit representatives of the Buyer (including legal counsel and accountants) to have, upon prior written notice, reasonable access during normal business hours and under reasonable circumstances, and in a manner so as not to interfere with the normal business operations of the Company, to the premises, personnel, books, records (including Tax records), Contracts, and documents of or solely pertaining to the Company.  Neither the Buyer nor any of its respective representatives shall contact any employee, customer, supplier or landlord of the Company without the prior written consent of the Executive Vice President and General Manager of the Company.  The Buyer shall retain for a reasonable period after the Closing Date (and at least as long as is consistent with the Buyer’s record-retention policies and practices), those books, records (including Tax records), Contracts and documents of or pertaining to the Company, and shall provide the Seller and its representatives reasonable access thereto, during normal business hours and on prior notice, for reasonable business purposes and for the purpose of historical research and publication of historical materials relating to the Company.

24

Section 5.05                                Confidentiality.  The Buyer shall comply with, and shall cause its representatives to comply with, all of its and their obligations under the confidentiality agreement, dated as of May 6, 2010 (the “Confidentiality Agreement”), between the Seller and the Buyer with respect to the terms and conditions of this Agreement and the Transactions and the Company information disclosed pursuant to Section 5.04 or otherwise, which agreement will remain in full force and effect until the Closing Date, and shall survive any termination of this Agreement.

Section 5.06                                Financing.

(a)                                  The Buyer shall use its reasonable best efforts to (i) satisfy all conditions applicable to the Buyer in the Debt Provider Letter; and (ii) consummate the Debt Funding at or prior to the Closing.  Immediately after this Agreement is executed and delivered by the Parties, the Buyer shall trigger the call provisions under the Debt Provider Letter, provide all applicable notices thereunder and take any and all other actions required to be taken by the Buyer thereunder to call the Buyer Debt Provider to contribute the requisite amount of its commitment to the Buyer sufficient (when taken together with other sources of funds immediately available to the Buyer) to enable the Buyer to pay the Purchase Price and any and all Transaction Expenses payable by the Buyer pursuant to this Agreement and the Ancillary Documents.

(b)                                 In the event that any portion of the Debt Funding becomes unavailable on the terms and conditions contemplated in the Debt Provider Letter, the Buyer shall use its reasonable best efforts to obtain any such unavailable portion from alternative sources on comparable or more favorable terms to the Buyer (as determined in the reasonable good faith judgment of the Buyer) as promptly as practicable following the occurrence of such event.  The Buyer shall promptly provide the Seller with the documentation evidencing such alternative sources of financing and shall give the Seller prompt notice (but in any event within two (2) Business Days) of any material breach by any party to the Debt Provider Letter or any termination of the Debt Provider Letter.  The Buyer shall keep the Seller informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange for replacement financing, if necessary, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Debt Provider Letter (or any replacement thereof) without first consulting with the Seller or, if such amendment or modification would or would be reasonably expected to prevent, delay or hinder the Buyer’s ability to consummate the Transactions, without first obtaining the Seller’s prior written consent (which consent shall not be unreasonably withheld).

(c)                                  For the avoidance of doubt, if the Buyer fails to obtain the Debt Funding contemplated by the Debt Provider Letter, or any alternative financing, the Buyer shall continue to be obligated to perform its obligations under this Agreement, including this Section 5.06, and to consummate the Stock Purchase, the Asset Purchase and the other Transactions on the terms contemplated hereby (subject only to satisfaction or waiver of the conditions set forth in Sections 7.01 and 7.02, as applicable).  The Parties hereby agree and acknowledge that, with respect to the Buyer’s obligations pursuant to this Section 5.06, time is of the essence.  Notwithstanding anything to the contrary in this Agreement, there shall be no cure period for any breach by the Buyer of this Section 5.06.

25

Section 5.07                                No Other Representations or Warranties.

(a)                                  The Buyer acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Seller and the Company and their businesses and operations, and the Buyer has requested such documents and information from the Seller and the Company as it considers material in determining whether to enter into this Agreement and to consummate the Transactions.  The Buyer acknowledges and agrees that it has had an opportunity to ask all questions of and receive answers from the Seller and the Company in determining whether to enter into this Agreement and to consummate the Transactions.  In connection with such investigation, the Buyer and its representatives have received from the Seller, the Company or their respective representatives certain other estimates, projections and other forecasts for the Seller and the Company and certain estimates, plans and budget information.

(b)                                 The Buyer agrees that, except for the representations and warranties made by the Company that are expressly set forth in Article III of this Agreement (as modified by the Company Disclosure Schedules) and in any certificate provided pursuant to Sections 7.02(a) and 7.02(b), neither the Seller nor the Company nor any other Person makes, or shall be deemed to have made, any representation or warranty, express or implied, of any kind, including any representation or warranty as to merchantability, habitability, workmanship, profitability, future performance, fitness for a particular purpose or non-infringement, whether or not contained in any document or other communication provided or otherwise made available to the Buyer or any Person acting on behalf of the Buyer during the course of due diligence or otherwise (including in any management presentation, information or offering memorandum, supplemental information, data room, estimate, projection, forecast, plan, budget or other forward-looking information or other materials or information with respect to any of the above).

Section 5.08                                Certain Company Accruals. The Seller shall take or cause to be taken all actions necessary for it to assume all accruals on the books and records of the Company in respect of certain obligations of the Company and/or the Seller listed on Schedule 5.08 of the Company Disclosure Schedules and shall pay (i) the bonus compensation and profit sharing liabilities set forth therein (which amounts shall be prorated for the partial year ended on the Closing Date and shall expressly exclude any accrued sales commissions) within thirty (30) days after the Closing and (ii) the transaction incentive payments and severance payments set forth therein within thirty (30) days after the Closing or at such later date as is contemplated by the applicable agreement governing any such payments.

Section 5.09                                Transition Services. During the period commencing on the date hereof and ending three (3) days prior to the Closing Date, the Parties may mutually agree in writing to modify the transition services described on Schedule A attached to the Transition Services Agreement on terms and conditions mutually agreeable to the Parties.

Section 5.10                                Third Party Consents. The Seller and the Company shall use (and shall cause their respective Subsidiaries to use) their respective commercially reasonable best efforts to promptly obtain, and deliver to the Buyer, the third party consents set forth on Schedule 3.03 of the Company Disclosure Schedules prior to the Closing.  To the extent the same, in whole or in part, are not so obtained, such efforts shall continue for a period of six months after the

26

Closing and the parties shall cooperate with each other in any reasonable arrangement to provide that the Company shall receive all of the benefits (and bear all of the obligations) of the Seller (or the applicable Affiliate of the Seller) in, to or under any of the agreements set forth on Schedule 3.03.

ARTICLE VI

POST-CLOSING COVENANTS

Section 6.01                                General.  In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, each Party shall take such further action (including the execution and delivery of such further instruments and documents) as the other Party reasonably may request, all at the sole cost and expense of the requesting Party.

Section 6.02                                Employee Matters.

(a)                                  For the period from the Closing Date through the first (1st) anniversary thereof, the Buyer agrees to provide, or cause the Company to provide, each employee of the Company (each, a “Company Employee”) with (i) compensation (including salary, wages, and historical bonus potential but excluding any equity-based compensation, transaction, severance or change of control bonuses or payments) that is no less favorable in the aggregate than the compensation provided by the Company immediately prior to the Closing; and (ii) employee benefits plans, programs and arrangements that in all material respects are no less favorable in the aggregate than the employee benefits as in effect for other employees of the Buyer and its Affiliates immediately prior to the Closing (collectively, “Comparable Compensation and Benefits”).

(b)                                 Notwithstanding the foregoing, with respect to each benefit plan, program, practice, policy or arrangement (including the Buyer’s severance plans, policies, or arrangements, and paid time off, vacation, and sick leave policies), maintained by the Buyer or the Company and in which any of the Company Employees become eligible to participate (the “Buyer Plans”), for purposes of determining eligibility to participate, vesting and benefit accrual, employment service with the Company (or predecessor employers to the extent the Company provides past service credit) shall be treated as employment service with the Buyer and/or any of its applicable Subsidiaries; provided, however, that such prior employment service shall not be recognized to the extent that such recognition would result in a duplication of benefits.  Such credit for prior employment service also shall apply for purposes of satisfying any waiting periods or evidence of insurability requirements applicable under any of the Buyer Plans.  The Buyer shall use its commercially reasonable efforts to cause each of the applicable Buyer Plans to (i) waive all limitations as to pre-existing condition exclusions, evidence of insurability requirements and waiting periods with respect to participation and coverage requirements applicable to Company Employees and their eligible dependents under the Buyer Plans, except to the extent that such limitations, evidence of insurability and waiting periods were applicable to such individuals under a comparable Employee Benefit Plan, and (ii) give Company Employees and their eligible dependents credit under the Buyer Plans for amounts paid during the year in which the Closing occurs under a corresponding Employee Benefit Plan for purposes of

27

satisfying any applicable deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Buyer Plans.

(c)                                  The Buyer shall cause the applicable Buyer Plan to accept eligible rollover distributions (as defined in Section 402(c)(4) of the Code and inclusive of any outstanding participant loans) from Company Employees with respect to any account balances distributed on or as of the Closing Date by the applicable Employee Benefit Plan.  The distributions and rollovers described herein shall comply with Applicable Law; and each Party shall make all filings and take any actions required of such Party under Applicable Law in connection therewith.

(d)                                 The Buyer shall assume and honor all balances under the Company’s vacation, paid time off, and sick leave policies accrued by Company Employees as of the Closing Date to the extent set forth in the Statement of Closing Net Working Capital as finally determined in accordance with Section 1.05.

(e)                                  With respect to matters relating to the Non-Company Employees, the Seller and the Buyer agree to the procedures, terms and conditions set forth in Exhibit G.

(f)                                    The Parties acknowledge that the lists of employees on Schedules 10.01(a), 10.01(d), 10.01(e) and G.6 are complete and accurate to the knowledge of each Party as of the date of this Agreement, but remain subject to review and correction.  The Parties shall cooperate to review and, if required, correct each such Schedule within ten (10) days after the date of this Agreement.

Section 6.03                                Tax Matters.

(a)                                  Post-Closing Tax Return Filings.

(i)                                     The Seller shall prepare and timely file (or cause to be prepared and timely filed) with the appropriate Taxing Authorities all income Tax Returns for the Company for all taxable periods ending on or before the Closing Date (each, a “Seller Return”).   The Seller will include the Company in a federal consolidated income tax return of the affiliated group of which Seller is the common parent for the taxable year of the Company that includes the Closing Date.  If necessary to permit the Seller to properly file any Seller Return, the Buyer shall cause each Seller Return to be executed by an authorized Person on behalf of the Company.  The Buyer shall prepare and timely file (or cause to be prepared and timely filed) with the appropriate Taxing Authorities all Tax Returns (other than Seller Returns) required to be filed by the Company with respect to any taxable period beginning before the Closing Date that are due after the Closing Date (each a “Buyer Return”).  The Buyer (or the Company) shall timely pay the Tax shown as due on each such Tax Return (other than Seller Returns that are Group Returns), and shall be entitled to indemnification in respect of such Tax to the extent provided by Section 9.01.  Each such Tax Return shall be prepared in a manner consistent with the prior practice of the Company unless otherwise required by Applicable Law or specified in Schedule 6.03(a)(i).  The Buyer shall make such revisions to Buyer Returns as are reasonably requested by the Seller within fifteen (15) days after receipt by the Seller of each Buyer Return for review pursuant to Section 6.03(a)(ii).

28

(ii)                                  The Buyer shall provide the Seller with a copy of each Buyer Return that the Buyer proposes to file for review and approval at least thirty (30) days before the filing of such return (or, if required to be filed within thirty (30) days after the Closing Date or the end of the taxable period to which such return relates, as soon as reasonably practicable following the Closing or end of such taxable period, as the case may be), accompanied by a statement (a “Pre-Closing Tax Statement”) setting forth and calculating in reasonable detail the Pre-Closing Taxes (as defined below) and Indemnified Taxes that are shown as due on such Tax Return.  For purposes of this Agreement, “Indemnified Taxes” means the excess of the Pre-Closing Taxes over the amount of such Pre-Closing Taxes that was taken into account in computing the Closing Net Working Capital.  Failure to file a Tax Return that would be a Buyer Tax Return shall not limit the Seller’s indemnification obligation for Indemnified Taxes under Section 9.01 in any case that such non-filing is consistent with the prior practice of the Company in respect of the similar Tax Return in the immediately preceding taxable period.

(iii)                               If the Seller disagrees with the manner of preparation of a Buyer Return or the amount of Pre-Closing Taxes or Indemnified Taxes calculated in a Pre-Closing Tax Statement with respect to such Buyer Return, within thirty (30) days after receipt of such Buyer Return and Pre-Closing Tax Statement the Seller shall provide to the Buyer a notice of such dispute (a “Tax Statement Dispute”).  If the Seller does not provide a notice of Tax Statement Dispute within such thirty-day period, the Seller shall be deemed to have accepted the Buyer Tax Return and Pre-Closing Tax Statement relating thereto for purposes of Article IX.  If the Seller provides the Buyer with a notice of a Tax Statement Dispute, the Seller shall also provide the Buyer with a written explanation of the reasons for its disagreement with such Buyer Return and/or Pre-Closing Tax Statement.  The Buyer and the Seller shall attempt to resolve their disagreement within the fifteen (15) days following the Seller’s notification to the Buyer of a Tax Statement Dispute.  If the Seller and the Buyer cannot reach complete agreement within fifteen (15) days, they each shall select a Tax expert from an accounting firm or law firm knowledgeable in the area of the dispute, and such experts shall attempt to resolve the differences.  Each Party shall be responsible for the costs and fees of its Tax expert.  If the Buyer and the Seller are unable to resolve their disagreement through their respective Tax experts, the dispute shall be submitted to an arbitrator (the “Tax Arbitrator”) pursuant to the procedures described in Section 1.05(b) with respect to the Accounting Arbitrator, for resolution within fifteen (15) days of such submission.  The decision of the Tax Arbitrator with respect to such dispute shall be binding upon the Parties.

(iv)                              Each Pre-Closing Tax Statement with respect to a Buyer Return shall be treated as the notice required by Section 9.04(a) in respect of any claim for indemnity by any Buyer Indemnified Party in respect of the Indemnified Taxes shown thereon with respect to a Buyer Return.  Any Loss attributable to Indemnified Taxes shall be determined by reference to actual losses or expenses of the Buyer Indemnified Parties in the same manner as other Losses pursuant to Article IX, and, for instance, shall be reduced by any Tax benefit that is correlative to the incurring of or payment of such Indemnified Taxes.  The amount of the Loss attributable to Indemnified Taxes shown in any Pre-Closing Tax Statement as finally determined pursuant to the preceding paragraph shall be treated as a “Loss” that is indemnifiable pursuant to Section 9.01.  For purposes of this Agreement, “Pre-Closing Taxes” means all Taxes attributable to taxable periods (or the portion thereof) of the Company, the Seller and the Seller’s Subsidiaries ending on or before the Closing Date, all Taxes attributable to the Section 

29

338(h)(10) Election, all Taxes attributable to the transactions described in Sections 1.02 and 1.04 hereof, other than (x) Taxes that are Transaction Expenses required to be borne by the Buyer pursuant to Section 11.01, and (y) Taxes incurred by the Company other than in the ordinary course of business or contemplated by this Agreement, that are attributable to the acts or omissions of the Buyer or the Buyer’s Affiliates occurring after the Closing time on the Closing Date.

(v)                                 The provisions of any Tax sharing agreement under which the Company may incur liability to the Seller or any of its Affiliates shall be terminated on or before the Closing Date in respect of any taxable period or portion thereof of the Company beginning after the Closing Date, and any liability of the Company to the Seller or any of its Affiliates under any such Tax sharing agreement shall be discharged or released on or before the Closing Date, so that the Company shall neither have nor thereafter incur any liability to Seller or any of its Affiliates thereunder.

(b)                                 Taxable Year Closing; Allocation of Taxes.  The Buyer and the Seller shall, unless otherwise required by Applicable Law, treat the taxable periods of the Company as ending as of the close of business on the Closing Date.  The Buyer shall not permit the Company to take any action after the Closing time on the Closing Date that is out of the Ordinary Course of Business, except as required by this Agreement.  For purposes of this Agreement, Taxes incurred by the Company with respect to a taxable period that includes but does not end on the Closing Date shall be allocated to the portion of the period ending on the Closing Date: (i) except as provided in (ii) and (iii) below, such as sales tax, to the extent feasible, on a specific identification basis, according to the date of the event or transaction giving rise to the Tax, and (ii) except as provided in (iii) below, with respect to periodically assessed ad valorem Taxes and Taxes not otherwise reasonably allocable to specific transactions or events, in proportion to the number of days in such period occurring through the Closing Date compared to the total number of days in such period, and (iii) in the case of any Tax based upon or related to income or receipts, in an amount equal to the Tax that would be payable if the relevant taxable period ended on the Closing Date including taxable periods of any flow-though entities in which Company holds any equity interest.  Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date.  All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practices of the Company.  For avoidance of doubt, for all income tax purposes, all deductions arising under section 83(h) of the Code as a result of exercises or settlement of options by Company Employees against stock of the Seller after the Closing Date shall reported by the Parties as expenses of the Seller as successor to the Company pursuant to Section 381 of the Code, and neither Buyer nor the Company shall take any Tax reporting position inconsistent with such treatment by the Seller.

(c)                                  Tax Elections; Amended Returns.  Except in connection with a Proceeding resolved pursuant to Section 6.03(e) (including consistent correlative adjustments to Tax Returns for non-audited taxable periods), no Party or Affiliate of a Party may amend or cause the amendment of a Tax Return of the Company, or file or amend any Tax election, or file a Tax Return after the due date thereof, concerning the Company, in each case, with respect to any taxable period that would affect the computation of Pre-Closing Taxes, without the written consent of the Seller, which consent shall not be unreasonably withheld or delayed.  The Buyer

30

shall, upon request by the Seller, cooperate in the preparation of and submission to the proper Taxing Authority of any amended Tax Return with respect to the Company for any taxable period beginning before the Closing Date that is necessary to cause such Tax Return to be consistent with adjustments to a Tax Return for any other taxable period proposed by a Taxing Authority or correlative to adjustments of items included in the consolidated federal income Tax Return of the Seller or Tax Returns of its other Affiliates, or that is otherwise required by Applicable Law to be filed.

(d)                                 Overpayments and Overaccruals of Certain Taxes.  If, as the result of an audit or examination, a claim for refund, the filing of an amended Tax Return or other determination, other than amounts attributable to any carryback of Tax attributes of the Buyer or its Affiliates (including the Company) arising in a taxable period (or portion thereof) beginning after the Closing Date (but subject to prior consent of Seller pursuant to Section 6.03(c) to the filing of such carryback claim), there has been an overpayment with respect to Taxes of the Company for taxable periods or a portion thereof ending on the Closing Date that would be Indemnified Taxes if unpaid as of the Closing Date, Taxes paid pursuant to a claim for indemnification under Section 9.01, or an overaccrual of Taxes that were reflected as a liability in the calculation of Closing Net Working Capital, the Buyer shall promptly pay an amount equal to such overpayment or overaccrual, and the interest actually received thereon, to the Seller upon receipt by (or crediting for the benefit of) the Buyer or its Affiliates or reversal of the overaccrual on the financial statements of the Buyer or the Company, unless and to the extent that the entitlement to any refund or credit of such overpayment was taken into account in computing the amount of indemnified Loss in respect of such Taxes or reflected in the calculation of Closing Net Working Capital.  For the avoidance of doubt, the Buyer shall not offset any Tax refunds payable to the Seller hereunder against any indemnifiable Losses except with the prior written consent of the Seller.

(e)                                  Audits and Contests Regarding Taxes.  Any Party who receives, or whose Affiliate receives, any notice of a pending or Threatened Tax audit, assessment or adjustment or other Proceeding related to Taxes against or with respect to the Company that may give rise to a right to indemnification from the Escrow Deposit pursuant to the terms of Article IX shall promptly notify the Seller within five (5) Business Days of receipt of such notice.  The Buyer and the Seller each agree to consult with and to keep the other informed on a regular basis regarding the status of any Tax Proceeding to the extent that such Proceeding could affect a liability of any of the Parties (including indemnity obligations hereunder).  The Seller shall have the right to represent the Company’s interests in any Tax Proceeding pertaining to Indemnified Taxes or Taxes of the Seller and to employ counsel of its choice at the Seller’s expense in such Proceeding, and to control the disposition of any issue involved in such Proceeding; provided that, except in the case of a Proceeding relating to a Group Return in which the Company was included for any period through the Closing Date, the Buyer shall have the right to participate in such Proceeding at its own expense, and shall be entitled to control the disposition of any issue involved in such Proceeding that reasonably would not be expected to affect either Indemnified Taxes or Taxes of the Seller.  Both the Buyer and the Seller shall be entitled to represent their own interests in light of their responsibilities (including indemnity obligations) for related Taxes, at their own expense, in any Tax Proceeding involving a taxable period of the Company that includes but does not end on the Closing Date or involving both a taxable period of the Company ending on or before the Closing Date and a taxable period ending after the Closing Date, and no

31

such Proceeding may be settled or compromised by the Seller or the Buyer without the consent of both the Seller and the Buyer, which consent shall not be unreasonably withheld.  Except as otherwise provided in this Section 6.03(e), the provisions of Article IX, including the provisions therein addressing settlement authority, shall govern the manner in which Tax Proceedings are conducted.

(f)                                    Cooperation, Access to Information and Records Retention.  The Seller and the Buyer shall cooperate as and to the extent reasonably requested by the other in connection with the preparation and filing of Tax Returns as provided herein and any Proceeding with respect to Taxes relating to the Company.  Such cooperation shall include the provision of records and information reasonably relevant to any Tax Return or Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.  The Buyer agrees (i) to retain all books and records relevant to Taxes of the Company (including Tax Returns (other than income Tax Returns, which shall be retained by the Seller)) relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations for assessment of Taxes for such respective taxable period, and (ii) to give the Seller reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the Seller so requests, the Buyer shall allow the Seller to take possession of or copy such books and records.

(g)                                 Tax Certificates.  The Buyer and the Seller agree, upon request of the other, to use all reasonable efforts to obtain any certificate or other document from any Governmental Body as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the Transactions).

(h)                                 Section 338(h)(10) Election; Purchase Price Allocation.

(i)                                     The Seller and the Buyer agree they shall make a joint election under Section 338(h)(10) of the Code (and any similar elections permitted by applicable state or local Tax law) (collectively, the “Section 338(h)(10) Elections”) with respect to sale and purchase of the Shares under this Agreement.  The Buyer shall provide a properly completed Form 8023 (previously executed on behalf of the Buyer) to Seller before the Closing, and the Seller shall execute and deliver to the Buyer on the Closing Date such Form 8023 and any other such documents that are or have been provided by the Buyer for execution at the Closing that are required to make effective the Section 338(h)(10) Elections.  Each Party shall promptly execute such other forms as may be reasonably requested by the other in connection with making or perfecting the Section 338(h)(10) Elections.  The Buyer shall be responsible for the preparation and filing of all forms and documents required to make the Section 338(h)(10) Elections.  The Parties shall cooperate fully with each other and make available to each other such Tax data and other information as may be reasonably required by the Buyer or the Seller in order to timely file the Section 338(h)(10) Elections.  The Parties shall take a consistent position for all relevant Tax purposes that the Parties’ election under Section 338(h)(10) and any similar elections under state and local law were validly made and fully effective.

(ii)                                  In connection with the Section 338(h)(10) Elections and the Asset Purchase, the Parties agree that the Purchase Price and other items properly includible in the deemed sales price of the assets of the Company pursuant to the Section 338(h)(10) Elections

32

and Asset Purchase (the “Tax Consideration”) shall be allocated for Tax purposes among the Company’s assets in a manner consistent with the provisions of Section 338 and Section 1060 of the Code and all regulations promulgated thereunder.  The Tax Consideration shall be allocated among the Company’s assets and the Purchased Assets in a manner consistent with the fair market values of such assets as are agreed between the Parties or determined pursuant to Section 6.03(h)(iii).  Appendix B (the “Value Schedule”) sets forth the amounts that the Parties agree as of the Closing Date are the fair market values of specific assets or groups of assets listed thereon (if any).

(iii)                               The Buyer shall deliver to the Seller, along with the Statement of Closing Net Working Capital pursuant to Section 1.05(a), a statement containing the Buyer’s proposed allocation of the Tax Consideration among the Company’s assets and the Purchased Assets (the “Allocation Statement”), and draft IRS Forms 8883 and 8594 as proposed to be included by the Buyer with its Tax Return for the taxable year that includes the Closing Date.  The Allocation Statement shall be prepared in a manner consistent with the Value Schedule.  Within thirty (30) days after receipt of the Allocation Statement, the Seller shall review and comment on the Allocation Statement, and provide to the Buyer draft IRS Forms 8883 and 8594 proposed to be included by the Seller in its Tax Return for the taxable year in which the Closing occurs.  Any dispute regarding the Allocation Statement or manner of completing the Parties’ respective Forms 8883 and 8594 shall be resolved by an independent accounting firm selected under procedures similar to those specified in Section 1.05.

(iv)                              The Parties agree (A) to be bound by the Allocation Statement as finally agreed between the Parties or as determined by an independent accounting firm pursuant to Section 6.03(h)(iii), (B) to act in a manner consistent with the Allocation Statement in the preparation and filing of income Tax Returns (including filing their respective Forms 8883 and 8894 and any amended thereto), (C) to provide a copy of any amendment or supplement to its Form 8883 or 8894 to the other as promptly as practicable after such amendment or supplement is filed with the IRS and (D) in the course of any Proceeding concerning Taxes, to take no position and cause their Affiliates to take no position inconsistent with the Allocation Statement; provided, however, that if in any audit of any Tax Return of any Party by a Taxing Authority the allocation of the Tax Consideration is finally determined by a Taxing Authority to be different from the Allocation Statement, then each Party may (but shall not be required to) take any position or action consistent with the allocation of the Tax Consideration as finally determined in such Proceeding.  In the event that any Taxing Authority disputes the allocation of the Tax Consideration as reflected by any of the Parties on their respective Tax Returns, such Party shall promptly notify the other Parties of the nature of such dispute.

Section 6.04                                Name Change.  The Buyer shall cause the Company to make all filings, take all other actions, and provide all notices necessary to (i) change the Company’s corporate name upon the Closing to a name that does not include the word “Veeco” or any variation or simulation thereof, (ii) promptly adopt new trade names, trademarks and servicemarks that do not include the word “Veeco” or any variation or simulation thereof; (iii) promptly cause all registrations relating to Company Registered Intellectual Property, Owned Real Property and other Company-owned assets to be amended to reflect the new Company name, (iv) promptly cause all bank, brokerage, line of credit, and other financial accounts to be updated to reflect the new Company name, and (v) promptly cause all Encumbrances relating to the Company to be

33

updated to reflect the new Company name.  Notwithstanding the foregoing, the Seller shall grant to the Company a non-exclusive, limited, paid-up license to use the “Veeco” trademark during a transition period not to exceed six (6) months solely for purposes of (A) selling any inventory of the Company that contains, or is marked with, such trademarks and is existing as of the Closing or (B) using and distributing any marketing materials of the Company that contain, or are marked with, such trademarks and are existing as of the Closing.

Section 6.05                                Covenant Not to Compete.  For a period of five (5) years from and after the Closing Date, the Seller will not, directly or indirectly and in any capacity of any nature whatsoever, engage in the business of designing, manufacturing or selling atomic force microscopes, scanning probe microscopes, stylus profilers or fast 3D optical microscopes used to provide surface measurements in (a) research or (b) offline or quality assurance (QA) production environments, in any geographic area in which the Company conducts that business as of the Closing Date; provided, however, that the Seller may own less than five percent (5%) of the outstanding stock of any company and shall not be deemed to engage solely by reason thereof in any of its businesses; provided, further, that this section shall not prevent the Seller from designing, manufacturing, using or selling in-situ metrology equipment for use in process equipment systems or incorporating third-party metrology equipment into Seller’s process equipment systems.  In addition, (A) for a period of two (2) years from and after the Closing Date, the Seller will not, directly or indirectly and in any capacity of any nature whatsoever, solicit for employment, consulting or other similar relationship any then current employees of the Company or any Non-Company Employees hired by Buyer, or any persons who were employees of the Company at any time within the immediately preceding six (6) months, and (B) for a period of one (1) year from and after the Closing Date, the Seller will not, directly or indirectly and in any capacity of any nature whatsoever, hire as an employee, consultant or in a similar capacity any then current employee of the Company or any Non-Company Employees hired by Buyer, or any persons who were employees of the Company at any time within the immediately preceding six (6) months; provided, however, that the Seller and its Affiliates may at any time make offers to and hire any employee or consultant who is not selected by the Buyer to continue to provide services to the Company or an Affiliate of the Company following the Closing or who is terminated by the Buyer or any of its Affiliates (including the Company following the Closing).  Furthermore, nothing in the immediately preceding sentence shall be construed to prevent the Seller from hiring such employees or consultants resulting from advertising of open positions, participating in job fairs or the like, or other forms of soliciting candidates for employment or consulting services which are general in nature.

ARTICLE VII

CONDITIONS TO OBLIGATION TO CLOSE

Section 7.01                                Conditions to Obligations of Each Party Under This Agreement.  The respective obligations of each Party to effect the Stock Purchase and the Asset Purchase shall be subject to the satisfaction at or prior to the Closing of the following conditions (any or all of which may be waived in writing by a Party, in whole or in part):

(a)                                  Proceedings.  No Governmental Body of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation or Order (whether

34

temporary, preliminary or permanent) that (i) is in effect and (ii) has the effect of making the Stock Purchase illegal or otherwise prohibiting consummation of the Stock Purchase (which illegality or prohibition would reasonably be expected to have a Material Adverse Effect on the Buyer and its Subsidiaries on a combined basis with the Company), if the Stock Purchase were consummated notwithstanding such statute, rule, regulation or Order; provided, however, that prior to asserting this condition, subject to Section 5.01, each of the Parties shall have used their reasonable best efforts to prevent the entry of any Order and to appeal as promptly as possible any such Order that may be entered.

(b)                                 Regulatory Approvals.  Any applicable mandatory waiting periods, together with any extensions thereof, including any additional waiting period required as a consequence of any supplemental request by a Governmental Body, under the HSR Act and any Foreign Antitrust Laws shall have expired or been terminated.

(c)                                  Completion of Contribution and Distribution and License.  The Contribution and Distribution Transaction, including, the execution and delivery of the License Agreement, shall have been consummated in accordance with the terms and subject to the conditions set forth in the Contribution and Distribution Agreement.

Section 7.02                                Additional Conditions to Obligations of the Buyer.  The obligations of the Buyer to effect the Stock Purchase and the Asset Purchase shall be subject to the satisfaction at or prior to the Closing of the following conditions (any or all of which may be waived in writing by the Buyer, in whole or in part):

(a)                                  Representations and Warranties.  The representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all material respects as of the Closing Date, as if made as of such time (except to the extent that such representations and warranties expressly relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such date).  The Buyer shall have received a certificate signed on behalf of the Company to such effect.

(b)                                 Agreements and Covenants.  Each of the Company and the Seller shall have performed or complied with all of its covenants hereunder in all material respects through the Closing.  The Buyer shall have received a certificate signed on behalf of the Company to such effect.

(c)                                  Documents.  All of the other documents, instruments and agreements to be executed and/or delivered pursuant to this Agreement (including the Asset Purchase Documents and the Escrow Agreement) shall have been executed by the parties thereto other than the Buyer and delivered to the Buyer.

(d)                                 No Material Adverse Effect.  Since the date of this Agreement, no Material Adverse Effect on the Company shall have occurred.

(e)                                  Consulting Agreement.  The Buyer shall have entered into either (i)  a new employment agreement on terms and conditions mutually satisfactory to Mark Munch and Buyer or (ii)  a transition consulting agreement with Mark Munch having a duration of at least six (6) months, on substantially the terms and conditions set forth in Exhibit H.

35

(f)                                    Severance Arrangements.  The Seller shall have assumed full responsibility for any severance or similar payments due to Mark Munch and Ross Smith, and any Company Employee that is entitled to such payments, in each case, as a result of the consummation of the Transactions (without regard to whether such payments become due as a matter of law or by contract) and not due to any action or inaction of the Buyer or its Affiliates following the Closing.

(g)                                 Transition Services Agreement.  The Company and the Seller shall have entered into a transition services agreement in the form attached hereto as Exhibit I.

(h)                                 Continued Employment by Designated Non-Company Employees.  At least seventy-five percent (75%) of the Designated Non-Company Employees shall have either (i) delivered duly executed employment offer letters or employment agreements in customary form to the Buyer or an Affiliate, or (ii) in jurisdictions in which employment continues automatically as a result of “transfer of undertaking” or similar foreign laws, continued employment with the Buyer or an Affiliate in accordance with Applicable Laws.

(i)                                     FIRPTA.  The Seller and the Company shall each have delivered a Foreign Investment and Real Property Tax Act of 1980 (“FIRPTA”) Certification, which (i) states that such Person is not a foreign person, (ii) sets forth such Person’s name, identifying number and address, and (iii) is signed by such Person under penalties of perjury, meeting the requirement of Treasury Regulations Section 1.1445-2(b)(2).

(j)                                     Title Policy.  Chicago Title Company or another title insurance company licensed to do business in the State of California, shall be irrevocably and unconditionally committed to issue to the Company a CLTA standard coverage policy of owner’s title insurance in an amount not less then the fair market value of the Santa Barbara Property insuring the Company as the fee owner of the Santa Barbara Property, subject only to the Permitted Encumbrances and the other standard exceptions in such policy form.

Section 7.03                                Additional Conditions to Obligations of the Company and the Seller.  The obligations of the Company and the Seller to effect the Stock Purchase and the Asset Purchase shall be subject to the satisfaction at or prior to the Closing of the following conditions (any or all of which may be waived in writing by the Company and the Seller, in whole or in part):

(a)                                  Representations and Warranties.  The representations and warranties of the Buyer set forth in Article IV of this Agreement shall be true and correct in all material respects as of the Closing Date, as if made as of such time (except to the extent that such representations and warranties expressly relate to a specific date or as of the date hereof, in which case such representations and warranties shall be true and correct in all material respects as of such date).  The Seller shall have received a certificate signed on behalf of the Buyer to such effect.

(b)                                 Agreements and Covenants.  The Buyer shall have performed or complied with all of its covenants hereunder in all material respects through the Closing.  The Seller shall have received a certificate signed on behalf of the Buyer to such effect.

(c)                                  Documents.  All of the documents, instruments and agreements to be executed and/or delivered pursuant to this Agreement (including the Asset Purchase Documents

36

and the Escrow Agreement) shall have been executed by the parties thereto other than the Seller and the Company and delivered to the Seller.

ARTICLE VIII

TERMINATION

Section 8.01                                Termination.  This Agreement may be terminated and the Stock Purchase and Asset Purchase may be abandoned at any time prior to the Closing:

(a)                                  By mutual written consent of the Buyer and the Seller;

(b)                                 By either the Buyer or the Seller if:

(i)                                     the Closing shall not have been consummated on or before the Termination Date; provided, however, that if, as of such date, as it may be extended pursuant hereto, (A) any applicable mandatory waiting periods, including any extensions thereof or any additional waiting periods required as a consequence of any supplemental request by a Governmental Body, under the HSR Act or any Foreign Antitrust Laws shall not have expired or been terminated, and (B) all other conditions set forth in Article VII have been satisfied (other than those conditions that can by their terms only be satisfied in connection with the Closing, provided that such conditions are not incapable of being performed at the Closing), then the Termination Date, or any extension thereof, may be extended at the sole discretion of the Seller for an additional six (6) months (provided that the Seller’s right to extend the Termination Date pursuant hereto shall be limited to two (2) three (3)-month extensions); or

(ii)                                  a Governmental Body shall have issued an Order or taken any other action, in each case that has become final and non-appealable and that restrains, enjoins or otherwise prohibits the Stock Purchase and/or Asset Purchase.

(c)                                  By the Buyer, if (i) the Buyer is not in material breach of its obligations under this Agreement, and (ii) (x) any of the representations and warranties of the Company set forth herein become untrue or inaccurate such that Section 7.02(a) would not be satisfied or (y) there has been a breach on the part of the Company or the Seller of any of its covenants or agreements contained in this Agreement such that Section 7.02(b) would not be satisfied, and, in each of case (x) and case (y), such breach (if curable) has not been cured within thirty (30) days after written notice to the Seller; or

(d)                                 By the Seller, if (i) neither the Company nor the Seller is in material breach of its obligations under this Agreement, and (ii) (x) any of the representations and warranties of the Buyer set forth herein become untrue or inaccurate such that Section 7.03(a) would not be satisfied or (y) there has been a breach on the part of the Buyer of any of its covenants or agreements contained in this Agreement such that Section 7.03(b) would not be satisfied, and, in each of case (x) and case (y), other than a breach by the Buyer of its covenants set forth in Section 5.06, such breach (if curable) has not been cured within thirty (30) days after written notice to the Buyer.

37

Section 8.02                                Effect of Termination.

Except as provided in this Section 8.02, in the event of the termination of this Agreement pursuant to Section 8.01, this Agreement (other than this Section 8.02, Section 5.03, Section 5.05 and Sections 11.01, 11.03, 11.05, 11.07, 11.08 and 11.09, which shall survive such termination) shall forthwith become void, and there shall be no liability on the part of any Party or any of their respective officers or directors to the other and all rights and obligations of any Party will cease, except that nothing herein will relieve any Party from liability for (i) breach of any covenant or agreement contained in this Agreement, including, without limitation, the failure to consummate the Transactions, or (ii) actual fraud.

ARTICLE IX

INDEMNIFICATION

Section 9.01                                Indemnification of the Buyer.  Subject to the limitations set forth in this Article IX, from and after the Closing, the Buyer and its officers, directors, employees, Affiliates and agents (collectively, the “Buyer Indemnified Parties”), shall be entitled to indemnification for any and all Losses arising out of (a) any inaccuracy of any representation or the breach of any warranty made by the Company in Article III or in any Ancillary Document; (b) any nonfulfillment by the Company before the Closing, or by the Seller or any Affiliate of the Seller of any covenant or agreement in this Agreement or any Ancillary Document that has not been cured within thirty (30) days after receipt of written notice thereof by the Seller, and/or (c) Indemnified Taxes (except as otherwise provided in Section 6.03(a)(ii)).  Except for claims based on the Seller’s or the Company’s fraud or intentional misrepresentation or claims for Indemnified Taxes or claims based on a breach of Section 3.18(e) or (f), indemnification under this Section 9.01 shall be limited to recovery from the Escrow Deposit.

Section 9.02                                Indemnification of the Seller.  From and after the Closing, the Buyer shall defend, indemnify and hold the Seller and its officers, directors, employees, stockholders, Affiliates and agents (collectively, the “Seller Indemnified Parties”) harmless from and against any and all Losses arising out of (a) any inaccuracy of any representation or the breach of any warranty made by the Buyer in Article IV or in any Ancillary Document and/or (b) any nonfulfillment by the Company after the Closing, or by the Buyer or any Affiliate of the Buyer of any covenant or agreement in this Agreement or in any Ancillary Document that has not been cured within thirty (30) days after receipt of written notice thereof by the Buyer.

Section 9.03                                Third Party Claims.

(a)                                  In the event that any Buyer Indemnified Party desires to make a claim against the Escrow Deposit or any Seller Indemnified Party desires to make a claim against the Buyer, in each case in connection with any Proceeding, demand or other claim of a Third Party at any time instituted against or made upon such Indemnified Party for which such Indemnified Party may seek indemnification hereunder (a “Third Party Claim”), such Indemnified Party shall promptly notify the applicable Indemnification Control Person of such Third Party Claim and the Indemnified Party’s claim for indemnification with respect thereto.

(b)                                 The Indemnification Control Person shall have the right to assume the defense of any Third Party Claim with counsel of its choice by providing written notice to the

38

Indemnified Party within thirty (30) days after the Indemnification Control Person has received notice of such Third Party Claim; provided, however, that, except as otherwise provided in respect of claims subject to Section 6.03(e), the Indemnified Party shall not be required to permit such an assumption of the defense of any Third Party Claim that, if not first paid, discharged or otherwise complied with, would reasonably be expected to result in a Material Adverse Effect on the Buyer or the Seller (as the case may be).

(c)                                  The assumption of the defense of any Third Party Claim by the Indemnification Control Person shall not constitute an admission of responsibility to indemnify the Indemnified Party or in any manner impair or restrict the Indemnifying Party’s rights to later be reimbursed its costs and expenses if indemnification under this Agreement with respect to such Proceeding, demand or other claim was not required.  The Indemnification Control Person shall not, in the defense of such claim, consent to the entry of any judgment (other than a judgment of dismissal on the merits without costs) or enter into any settlement without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned, except that no such consent shall be required if the sole relief provided is monetary damages that are reimbursed to the Indemnified Party in full as Losses (subject to, with respect to claims by the Buyer Indemnified Parties, the remaining Deductible Amount, if any, that will be paid by the Buyer Indemnified Party, and subject to the other indemnification limitations set forth in this Agreement).

(d)                                 If the Indemnification Control Person assumes the defense of a Third Party Claim, the Indemnified Party shall be entitled to participate in the defense of such claim, but solely by observation and comment to the Indemnification Control Person, and any counsel selected by the Indemnified Party shall not appear on its behalf in any Proceeding arising hereunder.  The Indemnified Party shall bear the fees and expenses of any additional counsel retained by it to participate in its defense.

(e)                                  If the Indemnification Control Person does not assume the defense of a Third Party Claim after receipt of notice of such Third Party Claim from the Indemnified Party pursuant to Sections 9.03(a) and 9.03(b), the Indemnified Party may defend against such claim in such manner as it reasonably deems appropriate.  The Indemnified Party may not settle such claim without the written consent of the Indemnification Control Person, which consent shall not be unreasonably withheld, delayed or conditioned.

(f)                                    The Buyer Indemnified Parties and the Seller Indemnified Parties shall cooperate in good faith and in all respects with the Indemnification Control Person and its representatives (including its counsel) in the investigation, negotiation, settlement, trial and/or defense of any Third Party Claim (and any appeal arising therefrom).  The Parties shall cooperate with each other in any notifications to and information requests of any insurers.  No individual representative of any Indemnifying Party, or any Indemnifying Party’s Affiliates, shall be personally liable for any Loss or Losses under this Agreement, except as specifically agreed to by said individual representative.

39

Section 9.04                                Payment of Claims.

(a)                                  In the event that any Buyer Indemnified Party desires to seek indemnification under this Article IX, the Buyer shall give reasonably prompt written notice to the Seller specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim asserted.  If the Seller disputes such claim for indemnification, it shall notify the Buyer within thirty (30) days after its receipt of notice of such claim for indemnification, whereupon the Buyer and the Seller shall meet and attempt in good faith to resolve their differences with respect to such claim for indemnification.  If the dispute has not been resolved within thirty (30) days after such parties first met to attempt a resolution, either the Seller or the Buyer may initiate litigation in accordance with Section 11.09.  If the Seller does not dispute such claim for indemnification, the Escrow Agent shall, to the extent jointly requested by the Seller and the Buyer, pay the Buyer Indemnified Party an amount in cash equal to the amount of such claim in accordance with the terms of the Escrow Agreement.

(b)                                 In the event that any Seller Indemnified Party desires to seek indemnification under this Article IX, the Seller shall give reasonably prompt written notice to the Buyer specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim asserted.  If the Buyer disputes such claim for indemnification, it shall notify the Seller within thirty (30) days after its receipt of notice of such claim for indemnification, whereupon the Buyer and the Seller shall meet and attempt in good faith to resolve their differences with respect to such claim for indemnification.  If the dispute has not been resolved within thirty (30) days after such parties first met to attempt a resolution, either the Seller or the Buyer may initiate litigation in accordance with Section 11.09.  If the Buyer does not dispute such claim for indemnification, the Buyer shall pay, or shall cause the Company to pay, the Seller Indemnified Party an amount in cash equal to the amount of such claim.

Section 9.05                                Limitations on Indemnification.  Except for claims based on the Seller’s or the Company’s fraud or intentional misrepresentation, claims for Indemnified Taxes, or claims based on a breach of Section 3.18(e) or (f), no claim may be made against the Escrow Deposit unless and until the Buyer Indemnified Parties have incurred aggregate Losses for which the Buyer Indemnified Parties are entitled to indemnification pursuant to this Agreement in excess of Two Million Dollars ($2,000,000) in the aggregate (the “Deductible Amount”) and then only to the extent that such aggregate amount of Losses exceeds the Deductible Amount.  With respect to claims based on a breach of Section 3.18(e) or (f), no claim may be made against the Escrow Deposit or otherwise unless and until the Buyer Indemnified Parties have incurred aggregate Losses for which the Buyer Indemnified Parties are entitled to indemnification pursuant to this Agreement in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate (the “Environmental Deductible Amount”) and then only to the extent that such aggregate amount of Losses exceeds the Environmental Deductible Amount.  Notwithstanding any other provision in this Agreement to the contrary, except for claims based on the Seller’s or the Company’s fraud or intentional misrepresentation or claims for Indemnified Taxes, the maximum aggregate indemnification to which all the Buyer Indemnified Parties are entitled shall not exceed an amount equal to the Escrow Deposit.  Notwithstanding any other provision of this Agreement to the contrary, if on the Closing Date any Buyer Indemnified Party knows of any information that would cause one or more of the representations or warranties in this Agreement to be inaccurate as of the date made, the Buyer Indemnified Parties shall have no right or remedy after the Closing with respect to such inaccuracy and shall be deemed to have waived all rights to indemnification in respect thereof.

40

Section 9.06           Exclusive Remedy.  Except in the case of actual fraud or intentional misrepresentation by the Company or the Seller arising from its representations and warranties contained in Article III of this Agreement, the Buyer acknowledges and agrees that the indemnification set forth in this Article IX shall be the sole and exclusive remedy of the Buyer and its Affiliates for any and all Losses or any other liabilities sustained or incurred by the Buyer or its Affiliates or their successors and assigns in connection with this Agreement, the Ancillary Documents, the Stock Purchase, the Asset Purchase or otherwise arising out of the Transactions; and the Buyer hereby waives any other remedy that they, or any other Person entitled to indemnification hereunder, may have hereunder, at law, in equity or otherwise.  Once any portion of the Escrow Deposit is released pursuant to the terms of the Escrow Agreement, the Buyer Indemnified Parties shall have no further claim to such amounts.  Except as provided in this Article IX, no claim, action or remedy shall be brought or maintained by any Buyer Indemnified Party against the Seller or its officers, directors, employees, stockholders, Affiliates or agents, and no recourse shall be brought or granted against any of them, by virtue of or based upon any alleged misstatement or omission respecting any inaccuracy in or breach of any of the representations, warranties or covenants of any Party hereto set forth or contained in this Agreement or any Ancillary Document.

Section 9.07           Effect of Insurance, Taxes and Other Recoveries.

(a)           The amount of any Losses for which indemnification is provided under this Article IX shall be reduced by (a) any amounts that may be recovered by the Indemnified Party or any of its Affiliates from any Third Party, including, without limitation, recovery of Losses covered by the Raytheon Indemnity or Losses that otherwise arise from the legal obligations of the Raytheon Company,  (b) any insurance proceeds or other cash receipts or source of reimbursement that may be received by the Indemnified Party or any of its Affiliates with respect to such Losses (each source named in clauses (a) and (b), a “Collateral Source”) and (c) the amount of any net Tax benefit, if any, available to the Indemnified Party or its Affiliates attributable to such Losses.  The Indemnified Party shall, and shall cause its Affiliates to, diligently pursue all available remedies and causes of action to recover the amount of its claim as may be available from any Collateral Source.  In the event that an Indemnifying Party indemnifies an Indemnified Party on any claim referred to in the previous sentence and the Indemnified Party is not pursuing such claim, the Indemnified Party shall assign to the Indemnifying Party, to the fullest extent allowable, its rights and causes of action with respect to such claim.  In the event that such assignment is not permissible, the Indemnifying Party shall be allowed to pursue such claim in the name of the Indemnified Party or its Affiliate at the Indemnifying Party’s expense.  The Indemnified Party shall provide the Indemnifying Party reasonable assistance in prosecuting such claim, including making the Indemnified Party’s books and records relating to such claim available and making its and its Affiliates’ employees available for interviews, depositions, testimony and similar matters.  If the amount of any Loss with respect to any indemnification claim is required to be reduced under this Section 9.07 after the date on which the Indemnifying Party is required pursuant to this Article IX to pay such indemnification claim, the Indemnified Party shall promptly reimburse the Indemnifying Party any amount that the Indemnifying Party would not have had to pay pursuant to this Article IX had such reduction been determined at or prior to the time of such payment.

41

(b)           Indemnified Parties shall not seek indemnification under this Article IX of any Losses potentially covered by the Raytheon Indemnity, unless and until Indemnified Parties have exhausted all reasonable efforts to obtain indemnification for the full amount of such Losses pursuant to the terms of the Raytheon Indemnity.

(c)           For purposes of this Article IX, the amount of the Losses relating to any item included as a liability or reserve in calculating the Closing Net Working Capital shall be calculated net of the amount so included.

(d)           The Buyer shall take, and shall cause its Affiliates to take, all reasonable steps to mitigate and otherwise minimize their Losses to the maximum extent reasonably possible upon and after becoming aware of any event that would reasonably be expected to give rise to any Losses.

Section 9.08           No Double Recovery.  Notwithstanding the fact that any Buyer Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one provision of this Agreement in respect to any fact, event, condition or circumstance, no Person shall be entitled to recover the amount of any Losses suffered by such Person more than once under both this Agreement and the Ancillary Documents in respect of such fact, event, condition or circumstance, and no Buyer Indemnified Party shall have recourse to the Escrow Deposit to the extent that the Buyer has otherwise been fully compensated on a dollar-for-dollar basis for such Losses pursuant to the Closing Net Working Capital adjustment set forth in Section 1.05.

Section 9.09           Survival of Representations, Warranties and Covenants.  The representations and warranties in this Agreement or any Ancillary Document delivered by or on behalf of the Parties hereto shall survive the Closing for a period of twelve (12) months after the Closing Date, provided that the representations in Section 3.18(e) and (f) shall survive for a period of sixty (60) months after the Closing Date and the representations in Section 3.10 shall survive until sixty (60) days after expiration of the applicable statute of limitations.  The covenants and agreements of the Parties to be wholly performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the Closing Date; and the other covenants or agreements to be performed at or after the Closing shall survive the Closing until fully performed.  After the end of the twelve (12) month period set forth in each of the two preceding sentences, no claim for breach of such representations, warranties or covenants may be brought, and no action with respect thereto may be commenced, no Buyer Indemnified Party shall have recourse to the Escrow Deposit and no Party shall have any liability or obligation with respect thereto, unless the Indemnified Party gave written notice to the Indemnifying Party, specifying with particularity the breach of the representation, warranty or covenant claimed, on or before the expiration of such twelve (12) month period, in which case the right of the Party providing such written notice to assert its right to indemnification as to the matters so noticed shall not expire until the dispute is resolved under the terms of this Agreement.

42

ARTICLE X

DEFINITIONS

Section 10.01         Defined Terms.  When used in this Agreement, the following terms shall have the meanings set forth below:

“Accounting Arbitrator” has the meaning set forth in Section 1.05(b).

“Affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended.

“Agreement” has the meaning set forth in the preamble hereof.

“Allocation Statement” has the meaning set forth in Section 6.03(h)(iii).

“Ancillary Documents” means the documents, instruments and agreements to be executed and/or delivered pursuant to this Agreement or pursuant to any Ancillary Document.

“Applicable Law” or “Applicable Laws” means, with respect to any Person, any and all laws (including the common law), ordinances, constitutions, regulations, statutes, treaties, rules, codes, licenses, requirements, orders and injunctions adopted, enacted, implemented, promulgated, issued, entered by or under the authority of any Governmental Body having jurisdiction over such Person or any of such Person’s properties or assets.

“Asset Purchase” has the meaning set forth in the recitals hereof.

“Asset Purchase Documents” has the meaning set forth in Section 1.02.

“Asset Purchase Price” has the meaning set forth in Section 1.02.

“Assumed Liabilities” has the meaning set forth in the recitals hereof.

“Broker” has the meaning set forth in Section 3.24.

“Business Day” means any day of the year other than a Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by law to be closed.

“Business Transfer Agreement” has the meaning set forth in Section 1.02.

“Buyer” has the meaning set forth in the preamble hereof.

“Buyer Debt Provider” has the meaning set forth in Section 4.06(a).

“Buyer Disclosure Schedules” has the meaning set forth in Article IV.

“Buyer Indemnified Parties” has the meaning set forth in Section 9.01.

43

“Buyer Plans” has the meaning set forth in Section 6.02(b).

“Buyer Return” has the meaning set forth in Section 6.03(a)(i).

“Cash” means, as of the close of business on the Closing Date, the sum of the cash of the Company determined in accordance with GAAP together with cash on hand, cash reflected in bank accounts and cash equivalents, including marketable securities.

“CFIUS” means the Committee on Foreign Investment in the United States.

“Closing” has the meaning set forth in Section 2.01.

“Closing Backlog” means the aggregate dollar amount of all unfilled orders for products and services of the Company and its international business units/sales and service organizations as of the Closing Date.

“Closing Date” means the date on which the Closing occurs.

“Closing Net Working Capital” means, on the Closing Date (but without giving effect to the Closing), the sum of current assets of the Company and current assets of the Company’s international business units/sales and service organizations attributable to the Purchased Assets and Assumed Liabilities (in each case, excluding any income Tax assets of the Company and any Cash distributed on the Closing Date pursuant to the Contribution and Distribution Agreement) minus the sum of current liabilities of the Company and current liabilities of the Company’s international business units/sales and service organizations attributable to the Purchased Assets and Assumed Liabilities (in each case, excluding (i) any income Tax liabilities of the Company, (ii) any liabilities for bonus compensation, transaction incentive payments and profit sharing, (iii) any portion of the Transaction Expenses paid or payable by the Seller, (iv) any amounts paid or payable by the Seller or any of its Affiliates (other than the Company) for accrued vacation, paid time off or sick leave that is not assumed and honored by the Buyer (or one of its Affiliates) in accordance with Section G-13 of Exhibit G), and (v) liabilities due to any termination or resignation of Company Employees or Non-Company Employees prior to the Closing, in each case as determined in accordance with Modified GAAP.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral Source” has the meaning set forth in Section 9.07.

“Common Stock” means the common stock, par value $0.01 per share, of the Company.

“Company” has the meaning set forth in the preamble hereof.

“Company Articles” means the articles of incorporation of the Company.

“Company Balance Sheet” has the meaning set forth in Section 3.07(a).

“Company Balance Sheet Date” has the meaning set forth in Section 3.07(a).

44

“Company Disclosure Schedules” has the meaning set forth in Article III.

“Company Employee” has the meaning set forth in Section 6.02.

“Company Financial Statements” has the meaning set forth in Section 3.07(a).

“Company Real Property” means collectively, the Owned Real Property and the Leased Real Property.

“Company Registered Intellectual Property” has the meaning set forth in Section 3.12(a).

“Company Selected Assets” has the meaning set forth in the recitals hereof.

“Comparable Compensation and Benefits” has the meaning set forth in Section 6.02(a).

“Confidential Information” means any information or compilation of information not generally known to the public or the industry or that the Company has not disclosed to Third Parties without a written obligation of confidentiality relating to the Company’s procedures, techniques, methods, concepts, ideas, affairs, products, processes or services, including information relating to distribution, marketing, merchandising, selling, research, development, manufacturing, purchasing, accounting, engineering, financing, costs, pricing and pricing strategies and methods, customers, suppliers, creditors, employees, contractors, agents, consultants, plans, billing, needs of customers and products and services used by customers, all lists of suppliers, distributors and customers and their addresses, prospects, sales calls, products, services, prices and the like, as well as any specifications, formulas, plans, drawings, accounts or sales records, sales brochures, catalogs, code books, manuals, trade secrets, knowledge, know-how, operating costs, sales margins, methods of operations, invoices or statements and the like; provided, however, that the term “Confidential Information” shall not be deemed to include information that (i) becomes generally available to the public without any fault of the Company, (ii)  is disclosed to a Governmental Body pursuant to Applicable Law and is publicly available as a result of such disclosure, (iii) is released by the Company without restriction, (iv) is received by Buyer without restriction from a third party properly in possession thereof and not subject to confidentiality obligations with respect thereto, or (v) is independently developed by Buyer without reference to the Confidential Information.

“Confidentiality Agreement” has the meaning set forth in Section 5.05.

“Contract” means any agreement, lease, license agreement (other than a license granted by a Governmental Body), contract, consensual obligation, promise, commitment, arrangement, understanding or undertaking (whether written or oral and whether express or implied) of any type, nature or description.

“Contribution and Distribution Agreement” has the meaning set forth in the recitals hereof.

“Contribution and Distribution Transaction” has the meaning set forth in the recitals hereof.

45

“Debt Funding” has the meaning set forth in Section 4.06(a).

“Debt Provider Letter” has the meaning set forth in Section 4.06(a).

“Deductible Amount” has the meaning set forth in Section 9.05.

“Designated Non-Company Employees” means the Non-Company Employees listed on Schedule 10.01(a) of the Company Disclosure Schedules; provided, however, if the Buyer fails to continue a Non-Company Employee’s employment in accordance with Applicable Laws, or to make a “qualified offer” to a Non-Company Employee, as applicable, in accordance with Schedule G, or proposes to relocate such Non-Company Employee within one (1) year after the Closing, then such Non-Company Employee shall not be deemed to be a “Designated Non-Company Employee.”

“DII Contract” has the meaning set forth in Section 3.18(f).

“Dollars” and the sign “$” mean United States Dollars.

“Employee Benefit Plan” means any material “employee benefit plan” (as such term is defined in ERISA Section 3(3)) that is covered by Title I of ERISA and is maintained or sponsored by the Company or any of its ERISA Affiliates for the benefit of any current or former employee, director, consultant or independent contractor of the Company.

“Encumbrances” means any mortgage, pledge, assessment, security interest, lease, lien, adverse claim, levy, charge or other encumbrance of any kind.

“Environment” has the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

“Environmental Claim” means administrative, regulatory or judicial action, suits, demands, demand letters, claims, notices of non-compliance or violation, investigation or Proceedings, Orders or agreements, arising under any Environmental Law or any Permit issued under any Environmental Law, including (i) Environmental Claims by Governmental Bodies for enforcement, cleanup, removal, response, remedial or other action or damage pursuant to any applicable Environmental Law, and (ii) Environmental Claims by any Third Party seeking damages or injunctive relief resulting from Environmental Conditions or arising from alleged injury or threat of injury to health, safety or the Environment.

“Environmental Condition” means the presence or introduction into the Environment of any Hazardous Materials (and any resulting air, soil, groundwater or surface water contamination without regard to the location to which such resulting contamination has migrated or spread) as a result of which the Company has or may become liable to any Person or by reason of which the Company or any assets of the Company may suffer or be subject to an Environmental Claim.

“Environmental Laws” means all Applicable Laws and any Order that (i) regulates or relates to (x) the protection or clean-up of the Environment; (y) the use, treatment, generation, storage, transportation, handling, disposal or release of Hazardous Materials; or (z) the preservation or protection of waterways, groundwater, drinking water, air, wildlife, plants or

46

other natural resources; or (ii) imposes liability with respect to any of the foregoing, including the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 et seq.; or any other Applicable Law of similar effect, each as amended from time to time.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means each entity that is treated as a single employer with the Company for purposes of Code Section 414.

“Escrow Agent” has the meaning set forth in Section 1.03.

“Escrow Agreement” has the meaning set forth in Section 1.03.

“Escrow Deposit” has the meaning set forth in Section 1.03.

“Field Office” means an office outside the United States used by the Seller or a Subsidiary as a place of employment of at least one employee as of immediately prior to the Closing who will be hired by the Buyer or an Affiliate pursuant to this Agreement.

“FINSA” means the Foreign Investment and National Security Act of 2007, 50 U.S.C. App. §2061, amending the Defense Production Act of 1950, 50 U.S.C. App. §2170.

“FIRPTA” has the meaning set forth in Section 7.02(i).

“Foreign Antitrust Laws” means any applicable foreign or supranational law, regulation, legislation or decree of any jurisdiction other than the United States designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or merger control.

“GAAP” means United States generally accepted accounting principles as in effect from time to time, as applied by the Company.

“Governmental Body” means any (i)  nation, state, county, city, town, village, district or other jurisdiction of any nature; (ii) federal, state, local, municipal, foreign or other government; (iii)  governmental or quasi-governmental authority of any nature (including any governmental agency, branch, board, commission, department, instrumentality, office or other entity, and any court or other tribunal); (iv) multi-national organization or body; and/or (v) government entity exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.

“Group Return” has the meaning set forth in Section 3.10(e).

47

“Hazardous Materials” means (i) any petroleum or petroleum products, asbestos in any form, and polychlorinated biphenyls, and (ii) any chemicals, materials or substances, whether solid, liquid or gas defined as or included in the definition of “contaminant,” “pollutant,” “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” or “toxic pollutants” under any applicable Environmental Law.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.

“Improvements” means any and all structures, buildings, building systems (including without limitation roof, HVAC, electrical, plumbing, sprinklers and fire safety systems), irrigation systems, drainage systems, wells, septic systems, roads, fixtures and other improvements on, servicing or related to any of the Owned Real Property, together with the systems and facilities servicing the same.

“Indemnification Control Person” means (i) in the event of a claim by a Seller Indemnified Party, the Buyer; and (ii) in the event of a claim by a Buyer Indemnified Party against the Escrow Deposit, the Seller.

“Indemnified Party” means any Person entitled to seek indemnification pursuant to Article IX.

“Indemnified Taxes” has the meaning set forth in Section 6.03(a)(ii).

“Indemnifying Party” means any Person against whom indemnification may be sought pursuant to Article IX.

“Insurance Policies” has the meaning set forth in Section 3.19.

“Intellectual Property” means any and all (i) inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations in part, revisions, extensions and reexaminations thereof; (ii) trademarks, service marks, trade dress, logos, trade names, assumed names and corporate names, together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith, and all applications, registrations and renewals in connection therewith; (iii) copyrightable works, all copyrights and all applications, registrations and renewals in connection therewith; (iv) mask works and all applications, registrations and renewals in connection therewith; (v) trade secrets and confidential business information (including ideas, research and development, know-how, technology, formulas, compositions, processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals); (vi) computer software (including data and related software program documentation in computer-readable and hard-copy forms); (vii) other intellectual property and proprietary rights of any kind, nature or description, including web sites and web site domain names; and (viii) copies of tangible embodiments thereof (in whatever form or medium).

48

“IRS” has the meaning set forth in Section 3.17(c).

“Knowledge” of or “Known” by (i) the Company or the Seller means the actual knowledge of, or actually known by, the individuals listed on Schedule 10.01(b), and (ii) the Buyer means the actual knowledge of, or actually known by, the individuals listed on Schedule 10.01(c).

“Lease” has the meaning set forth in Section 3.11(b).

“Leased Real Property” means and includes all Real Property that the Company shall either occupy or use or has the right to occupy or use as of the Closing, but that is not owned by the Company.

“License Agreement” has the meaning set forth in Section 1.04.

“Loss” or “Losses” of a Person means any and all liabilities, losses, costs, expenses, damages, fines, penalties, charges, assessments and judgments (including reasonable attorneys’ and independent accountants’ fees) actually incurred by such Person; provided that in connection with any indemnity claim hereunder, Losses shall exclude (i) Losses that are for consequential, special, exemplary, or punitive damages, (ii) Losses for lost profits, and (iii) Loses based upon any multiplier of the Company’s earnings, cash flow or any other premium or valuation metric.

“Major Customers” has the meaning set forth in Section 3.20.

“Material Adverse Effect” means, with respect to any Person, any change or event or effect that is materially adverse to the business or financial condition of such Person and its Subsidiaries, taken as a whole, excluding, in each case, any change, event or effect arising out of or resulting from (i) changes in general legal, Tax, regulatory or business conditions that, in each case, generally affect the geographic regions or industries in which such Person conducts its business, including changes in the use, adoption or non-adoption of industry standards; (ii) changes in conditions in the U.S. or global economy or capital, financial, credit, foreign exchange or securities markets generally, including any disruption thereof; (iii) fires, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, hurricanes, floods, landslides or other acts of God or natural disasters; (iv) national or international political conditions, any outbreak or escalation of hostilities, insurrection or war, whether or not pursuant to declaration of a national emergency or war, acts of terrorism or similar calamity or crisis; (v) acts of the Government in its sovereign capacity; (vi) changes in Applicable Law or applicable accounting regulations or principles or interpretations thereof; (vii) any failure to meet any estimates, earnings or other financial projections, performance measures or operating statistics (but not excluding any such failure described in this clause (vii) in the event that the revenues and bookings of the Company and its international business units/sales and service organizations for the third quarter of fiscal year 2010 are less than eighty percent (80%) of the average revenues and bookings of the Company and its international business units/sales and service organizations for the first and second quarters of fiscal year 2010); (viii) the negotiation, announcement, pendency, execution, delivery or performance of this Agreement or the Ancillary Documents, the consummation of any of the Transactions or the identity of the other Party, including any termination of, denial of, reduction in, or similar negative impact on relationships, contractual or

49

otherwise with any customers, suppliers, distributors, partners or employees of such Person; (ix) such Person’s actions taken, delayed or omitted to be taken in accordance with this Agreement or taken at the request or with the consent of the other Party or any change, event or effect relating to any action taken (or any failure to take any action) by any other Party hereto; (x) any matter set forth in any of the Company Disclosure Schedules; or (xi) any change, event or effect that has been cured prior to the Closing.

“Material Contracts” has the meaning set forth in Section 3.13(a).

“Material Intellectual Property Agreements” has the meaning set forth in Section 3.12(b).

“Material Supplier” has the meaning set forth in Section 3.21.

“Modified GAAP” has the meaning set forth on Appendix A.

“Non-Company Employees” means each employee of the Seller or any direct or indirect Subsidiary of the Seller (other than the Company) who is primarily engaged in the business of the Company and which the Parties intend to transfer to the Buyer or any direct or indirect Subsidiary of the Buyer.  Schedule 10.01(d) of the Company Disclosure Schedule sets forth the name of each such individual so employed as of the date hereof.

“Non-U.S. Employees” means each employee of the Seller or any direct or indirect Subsidiary of the Seller (other than the Company) employed primarily at a location outside the United States who is primarily engaged in the business of the Company and which the Parties intend to transfer to the Buyer or any direct or indirect Subsidiary of the Buyer.  Schedule 10.01(e) of the Company Disclosure Schedule sets forth the name of each such individual so employed as of the date hereof.

“Order” means any order, judgment, award, decision, consent decree, injunction, ruling, writ, charge or other restriction of a Governmental Body that is binding on any Person or its property under Applicable Law.

“Ordinary Course of Business” means the ordinary course of business consistent with past practice (including with respect to quantity and frequency).

“Owned Real Property” means and includes any Real Property that is, or as of the Closing will be, owned in fee by the Company.

“Party” or “Parties” has the meaning set forth in the preamble hereof.

“Permit” or “Permits” means any and all permits, licenses, filings, authorizations, registrations, qualifications, consents, approvals or indicia of authority (and any pending applications for approval or renewal of a Permit) issued by any Governmental Body that are required by, or issued to or on behalf of, a Person, in order for the Company or such Person to own, , operate or maintain its assets or conduct its business.

“Permitted Encumbrances” means (a) Taxes, assessments and other governmental levies, fees or charges that are (i) not due and payable as of the Closing Date, or (ii) being contested by

50

appropriate Proceedings, (b) statutory Encumbrances, mechanic’s liens and similar liens for labor, materials or supplies, in each case incurred in the Ordinary Course of Business for amounts that are (i) not delinquent by more than ninety (90) days, or (ii) being contested in good faith by appropriate Proceedings and shall have adequately bonded over or released as of the Closing, (c) pledges or deposits to secure obligations under Applicable Laws related to workers’ compensation or similar legislation or to secure public or statutory obligations, (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other similar obligations, (e) Encumbrances that are a matter of public record, (f) present or future zoning, building codes and other land use Applicable Law regulating the use or occupancy of Real Property or the activities conducted thereon that are imposed by any Governmental Body having jurisdiction over such Real Property, (g)  purchase money liens (but excluding any such liens with respect to Owned Real Property) and liens securing rental payments under capital lease arrangements, (h) Encumbrances referred to in the Company Disclosure Schedules, (i) Encumbrances reflected in the Company Balance Sheet and (j) easements, rights of way, covenants, conditions, restrictions and other similar matters and other title defects and Encumbrances that do not materially impair (either individually or in the aggregate) the use or occupancy of Real Property or the operation of the business of the Company.

“Person” means an individual, a partnership, a limited partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or any other business entity or a Governmental Body.

“Personal Property” has the meaning set forth in Section 3.11(h).

“Pre-Closing Tax Statement” has the meaning set forth in Section 6.03(a)(ii).

“Pre-Closing Taxes” has the meaning set forth in Section 6.03(a)(iv).

“Proceeding(s)” means any claim, suit, litigation, arbitration, hearing, audit, investigation or other action (whether civil, criminal, administrative or investigative) commenced, brought, conducted, or heard by or before, any Governmental Body or arbitrator.

“Purchase Price” has the meaning set forth in Section 1.01(b).

“Purchased Assets” has the meaning set forth in the recitals hereof.

“Raytheon Indemnity” has the meaning set forth in Section 3.18(f).

“Real Property” of any Person, means, collectively, all real property or interests therein owned, leased, occupied, used or controlled by such Person, together with all buildings, structures, improvements and fixtures located thereon, and easements and other rights and interests appurtenant thereto.

“Release” has the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

51

“Santa Barbara Property” means the office and manufacturing facility located at 112 Robin Hill Road, Santa Barbara, California.

“Section 338(h)(10) Elections” has the meaning set forth in Section 6.03(h)(i).

“Securities Act” has the meaning set forth in Section 4.09.

“Seller” has the meaning set forth in the preamble hereof.

“Seller Indemnified Parties” has the meaning set forth in Section 9.02.

“Seller Return” has the meaning set forth in Section 6.03(a)(i).

“Seller Selected Assets” has the meaning set forth in the recitals hereof.

“Shares” means 100 shares of the Common Stock.

“Sole Source Suppliers” means suppliers of items which would require significant design engineering resources to either (a) qualify an alternate supplier of such item or (b) redesign the Company product to use a similar item from a different supplier.

“Statement of Closing Net Working Capital” has the meaning set forth in Section 1.05(a).

“Stock Purchase” has the meaning set forth in the recitals hereof.

“Stock Purchase Price” has the meaning set forth in Section 1.01(b).

“Subsidiary” means, with respect to any Person, (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof and for this purpose a Person owns a majority ownership interest in such a business entity (other than a corporation) if such Person shall be allocated a majority of such business entity’s gains or losses or shall be or shall control any managing director or general partner of such business entity (other than a corporation).  The term “Subsidiary” shall include all Subsidiaries of such Subsidiary.

“Target Closing Net Working Capital” means Thirty-Two Million Two Hundred Seventy-Six Thousand Dollars ($32,276,000).

“Tax” or “Taxes” means (a) any tax of any kind whatsoever payable to a Governmental Body, including all income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, ad valorem, value added, inventory, franchise, profits, withholding, social security (or similar), unemployment, disability, Real Property, personal property, unclaimed property, escheat, sales,

52

use, transfer, registration, alternative or add-on minimum, or estimated tax, and including any interest, penalty, or addition thereto, whether disputed or not; and (b) any liability for the Taxes described in clause (a) of another Person imposed under Treasury Regulations Section 1.1502-6 (or any similar provision of foreign, state or local law), as a transferee or successor, by contract, or otherwise.

“Tax Arbitrator” has the meaning set forth in Section 6.03(a)(iii).

“Tax Consideration” has the meaning set forth in Section 6.03(h)(ii).

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement with respect to any Tax required to be filed, or actually filed, with a Taxing Authority, including any schedule or attachment thereto, and including any amendment thereof.

“Tax Statement Dispute” has the meaning set forth in Section 6.03(a)(iii).

“Taxing Authority” means the Governmental Body responsible for the administration of any Tax.

“Termination Date” means the ninetieth (90th) day after the date hereof, as such date may be extended pursuant to Section 8.01(b).

“Third Party” or “Third Parties” means any Person that is neither a Party to this Agreement nor a Subsidiary or Affiliate of any Party.

“Third Party Claim” has the meaning set forth in Section 9.03(a).

“Third Party Interests” has the meaning set forth in Section 3.06.

“Threatened” means as follows: a Proceeding, dispute or other matter will be deemed to have been “Threatened” if any demand or statement has been made in writing, or any notice has been given in writing that would lead a reasonably prudent Person to conclude that such a Proceeding, dispute or other matter will, with substantial certainty, be asserted, commenced, taken or otherwise pursued in the future; provided, however, that the foregoing shall not include customer billing, service or warranty disputes in the Ordinary Course of Business.

“Transaction Expenses” has the meaning set forth in Section 11.01.

“Transactions” means the Stock Purchase, the Asset Purchase and any other transactions contemplated by or pursuant to this Agreement, the Contribution and Distribution Agreement, the Asset Purchase Documents or any of the other Ancillary Documents.

“Transferee” means Bruker AXS GmbH, a company organized under the laws of Germany, which is a Subsidiary of the Buyer.

“Transferor” with respect to a Non-U.S. Employee, means the Subsidiary of the Seller that employs such Non-U.S. Employee.

53

“Tucson Facility” means the office facility located at 2650 East Elvira Road, Tucson, Arizona.

“Tucson Lease Agreement” shall have the meaning set forth in the recitals to the Contribution and Distribution Agreement.

“Value Schedule” has the meaning set forth in Section 6.03(h)(ii).

ARTICLE XI

MISCELLANEOUS

Section 11.01                      Expenses.  All costs and expenses (including legal fees and expenses) arising from or incident to this Agreement, the Ancillary Documents and the Transactions (collectively, the “Transaction Expenses”) incurred by the Buyer (including the commissions, fees or other compensation of the Buyer’s Broker) shall be borne by the Buyer.  All Transaction Expenses incurred by the Company on or prior to the Closing Date (including the commissions, fees or other compensation of the Company’s Broker) shall be borne by the Seller.  All transfer, documentary, sales, use, stamp, registration and other such Taxes (including real estate transfer Taxes), and all conveyance fees, recording charges and other similar fees and charges (including any penalties and interest) incurred in connection with the consummation of the Transactions shall be shared equally by the Buyer and the Seller.  Each Party shall, and shall cause its respective Affiliates to, at its own expense, prepare and cause to be filed all necessary Tax Returns and other documentation required by Applicable Law to be filed by such Party or Affiliate of such Party with respect to all such Taxes, fees and charges, and, if required by Applicable Law, the Parties shall, and shall cause their respective Affiliates to, join in the execution of any such Tax Returns and other documentation.  Each Party shall be responsible for all filing fees for any required filings by it, including under the HSR Act and any notifications made pursuant to any Foreign Antitrust Laws.  Notwithstanding the foregoing, if either Party fails to perform any of its obligations under this Agreement, the Ancillary Documents or the Transactions or if any dispute arises between the Parties relating to this Agreement, the Ancillary Documents or the Transactions, then the defaulting Party or the Party not prevailing in such dispute, as the case may be, shall pay any and all costs and expenses incurred by the other Party on account of such default and/or in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys’ fees and disbursements.  Any such attorneys’ fees and other expenses incurred by either Party in enforcing a judgment in its favor under this Agreement, the Ancillary Documents or the Transactions shall be recoverable separately from and in addition to any other amount included in such judgment, and such attorneys’ fees obligation is intended to be severable from the other provisions of this Agreement, the Ancillary Documents and the Transactions and to survive and not be merged into any such judgment.

Section 11.02                      No Third-Party Beneficiaries.  Except as otherwise set forth in Article I and Article IX, this Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

54

Section 11.03                      Entire Agreement.  This Agreement, including the Company Disclosure Schedules, the Buyer Disclosure Schedules and any Appendices and Exhibits attached hereto, the Escrow Agreement, the Confidentiality Agreement and the other documents referred to herein, constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements or representations by or among the Parties, written or oral, to the extent that they relate in any way to the subject matter hereof.

Section 11.04                      Exhibits and Schedules.  The Company Disclosure Schedules, the Buyer Disclosure Schedules and any Exhibits and Appendices attached hereto are incorporated herein by reference and made a part hereof.  A fact or matter disclosed in the Company Disclosure Schedules with respect to one section or subsection shall be deemed to be disclosed with respect to each other section or subsection where such disclosure is appropriate to the extent that it is reasonably apparent from reading such Company Disclosure Schedule that such disclosure is applicable to such other sections or subsections.  From time to time prior to the Closing, the Company may amend, supplement or revise the Company Disclosure Schedules with respect to any matter, which disclosure shall be effective for all purposes under this Agreement, including to cure any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of such matter and for purposes of Article IX; provided that the disclosure provided in any such amended, supplemented or revised schedule shall in no way be effective for purposes of the conditions set forth in Article VII.

Section 11.05                      Succession and Assignment.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.  No Party may assign this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Party.

Section 11.06                      Counterparts and Facsimile Signatures.  This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.  The counterparts of this Agreement may be executed and delivered by facsimile signature by any of the Parties to any other Party and the receiving Party may rely on the receipt of such document so executed and delivered by facsimile as if the original had been received.

Section 11.07                      Notices.  All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be deemed duly given (a) upon receipt if delivered personally, (b) upon confirmation if telecopied or (c) on the first Business Day following dispatch if sent by an internationally recognized overnight courier service, such as Federal Express; provided that if delivered on a date that is not a Business Day or after 5:00 p.m. on a Business Day, such notice, request, demand, claim or other communication shall be deemed delivered on the next succeeding Business Day; provided, further, that such notice, request, demand, claim or other communication is delivered to the applicable Party at such Party’s address or facsimile number as set forth below.

(a)                                 If to the Buyer or to the Company after the Closing, addressed to it at:

Frank H. Laukien, Ph.D.

President and Chief Executive Officer

55

Bruker Corporation

40 Manning Road

Billerica MA 01821

Facsimile:  (978) 667-2917

With a copy to:

Richard M. Stein
Nixon Peabody LLP
100 Summer Street
Boston, MA 02110
Facsimile:  866-382-6139

(b)                                 If to the Seller or to the Company prior to the Closing, addressed to it at:

Veeco Instruments Inc.
Terminal Drive
Plainview, NY 11803
Facsimile: (516) 677-0380
Attention: General Counsel

With a copy to:

Morrison & Foerster LLP
1650 Tysons Boulevard, Suite 400
McLean, Virginia 22102
Facsimile:  (703) 760-7700
Attention:  Thomas J. Knox, Esq.

Any Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

Section 11.08                      Governing Law.  This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 11.09                      Jurisdiction; Waiver of Jury Trial.  Except for disputes to be resolved under Section 1.05(b) or Section 6.03(a)(iii), the Parties agree that any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Transactions shall be brought in any federal court located in the State of Delaware or any Delaware state court, and each of the Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any Proceeding and irrevocably waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the venue of any such Proceeding in any such court or that any such Proceeding brought in any such court has been brought in an inconvenient forum.  Process in any such Proceeding may be served on any Party anywhere in the world, whether within or

56

without the jurisdiction of any such court.  Without limiting the foregoing, each Party agrees that service of process on such Party as provided in Section 11.07 shall be deemed effective service of process on such Party.  EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS.

Section 11.10                      Amendments and Waivers.  No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by each of the Parties.  No waiver by any Party of any provision of this Agreement or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the Party making such waiver, nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Section 11.11                      Severability.  Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

Section 11.12                      Construction.  The Parties have participated jointly in the negotiation and drafting of this Agreement.  In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.  The Parties intend that each representation, warranty and covenant contained herein shall have independent significance.  Any reference in this Agreement to a statute shall be to such statute, as amended from time to time, and to the rules and regulations promulgated thereunder.  When reference is made in this Agreement to an Exhibit, Appendix, Article, Section or subsection, such reference shall be to an Exhibit, Appendix, Article, Section or subsection to or of this Agreement unless otherwise indicated.  The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”.

Section 11.13                      Specific Performance.  The Parties agree that if, on or prior to the Closing Date, any of the provisions of this Agreement or any other document contemplated by this Agreement were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine; and, therefore, on or prior to the Closing Date, the Parties shall be entitled to specific performance of the terms hereof and thereof, without proof of actual damages (and each Party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), in addition to any other remedy hereunder, at law, in equity or otherwise.  The Parties further agree not to assert that a remedy of specific performance pursuant to the preceding sentence is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach.

57

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

APPENDIX A

Modified GAAP

For purposes of this Agreement “Modified GAAP” shall mean GAAP applied on a basis consistent with the Company Financial Statements (including the Company Balance Sheet), except as modified by this Appendix A.  Use of different or alternative accounting policies and methods that are otherwise in accordance with GAAP is not permitted because such use violates this consistency requirement.  Specifically, the Company Balance Sheet shall not reflect any “inconsistency” adjustments on the basis of “materiality”.

Modified GAAP requires that these additional principles be applied with respect to the preparation of the Statement of Closing Net Working Capital:

(i)                                     Adjustment of Reserves and Valuation Accounts.  The amount of any reserve or valuation account shall be determined by applying methods, practices, assumptions, policies, factors and underlying data consistent with those used in determining the reserves or valuation accounts included in the Company Balance Sheet; and there shall be no decreases in Closing Net Working Capital due to changes made to any reserve or valuation account, and no new reserve or valuation account (including contract reserves, purchase accounting reserves, deferred Tax asset valuation accounts, allowances for bad debts, inventory reserves of any kind (including those for overabsorbed/applied overhead costs), warranty reserves and other reserves) or other expense, write-off or similar charge against an asset, except to the extent that such decreases in Closing Net Working Capital are, or such new account, expense, write-off or similar charge is, required by material changes in facts and events occurring after the Company Balance Sheet Date and before the Closing Date.

(ii)                                  Adjustment of Liability and Accrual Accounts.  The amount of all liability and accrual accounts shall be determined by applying methods, practices, assumptions, policies, factors and underlying data consistent with those used in determining the liability and accrual accounts included in the Company Balance Sheet, and there shall be no decreases in Closing Net Working Capital due to changes made to any liability and accrual accounts, and no new liability or accrual account, except to the extent that such decreases in Closing Net Working Capital are, or such new account is, required by material changes in facts and events occurring after the Company Balance Sheet Date and on or before the Closing Date.

(iii)                               Documentation.  All facts and events described in (i) and (ii) above must be documented and substantiated, and cannot be related solely to changes in management estimates recorded by the Company after the Closing.

1

APPENDIX B

Value Schedule

The Parties agree that the combined fair market value of the Shares (which, for avoidance of doubt, shall take into account the effect of the transfer of assets to, and assumption of liabilities by, the Company pursuant to the Contribution and Distribution Agreement) shall not be less than seventy percent (70%) or more than eighty percent (80%) of the Purchase Price, so that total Tax Consideration to be allocated among the assets of the Company as of the end of the Closing Date shall be an amount that is the sum of (i) not less than seventy percent (70%) or more than eighty percent (80%) of the Purchase Price, and (ii) the liabilities of the Company as of the end of the Closing Date (including for avoidance of doubt, the liabilities assumed by the Company pursuant to the Contribution and Distribution Agreement) that are properly includible in the Total Tax Consideration.  Any adjustment to the Purchase Price pursuant to Section 1.05 shall be treated as an adjustment solely to the portion of the Purchase Price pursuant to the foregoing sentence.

Consistent with the foregoing, the Parties agree that the combined fair market value of the Purchased Assets (net of assumed liabilities) is equal to the excess of the Purchase Price over the portion of the Purchase Price allocated to the Shares (that is, not less than twenty percent (20%) or more than thirty percent (30%) of the Purchase Price), so that the Total Tax Consideration to be allocated among the Purchased Assets shall be an amount that is the sum of (i) not less than twenty percent (20%) percent or more than thirty percent (30%) of the Purchase Price, and (ii) the Assumed Liabilities that are properly includible in the Total Tax Consideration.

The Parties further agree that they shall agree on the final percentage allocation of the Purchase Price between the Stock Purchase and the Asset Purchase on or before the Closing Date, which agreement shall be considered to be an amendment to this Appendix B.

1

EXHIBIT A

Company Selected Assets

1.             Real Property

Tucson Facility

2.             Personal Property

Asset

Barracuda Spam & Virus Firewall 400, Serial #BAR-SF-203978 (located at the Tucson Facility)

PowerEdge 850, Tag#  FBL6P81, Secondary DNS Linux Box (located at the Tucson Facility)

Dell PowerEdge 850, Tag# F20JCB1, Windows 2000 Backup Citrix WI box (located at the Tucson Facility)

Cisco 1841, Serial# FOC10145FW6, DMVPN Router Primary  (located at the Tucson Facility)

Cisco 1841, Serial# FCZ120213ZB, DMVPN Router Secondary  (located at the Tucson Facility)

PowerEdge 2950, Tag# 4JC5YD1, Windows 2003 ENT X64 (located at the Tucson Facility)

PowerEdge 2950, Tag# DHTXWC1, Windows 2003 ENT X64 (located at the Tucson Facility)

PowerEdge 1950, Tag# 806NBD1, Windows 2003 Standard (located at the Tucson Facility)

Tucexchcashub1 Server - 10.1.1.47 (located at the Tucson Facility)

PowerEdge 2550, Tag# 8WRDT01, Windows 2003 Standard  (located at the Tucson Facility)

3.             Rights under License Agreement

All rights the Seller receives under the License Agreement.

4.             Intercompany Indebtedness

All indebtedness of the Seller to the Company.

5.             Thailand Branch and TK Agreement

Thailand branch operations and related assets (Company may not be able to complete transfer until after the Closing)

Contractual investment arrangement with Nihon Veeco K.K. (“Veeco Japan”) pursuant to that Tokumei Kumiai “TK” Agreement effective January 1, 1999, between Veeco Japan and the Company

1

EXHIBIT B

Seller Selected Assets

1.             Contracts

1

2

3

2.             Patents and Patent Applications

See Attachment B-1.

3.             Registered Trademarks

4.             Rights under Tucson Lease Agreement

All rights the Company receives under the Tucson Lease Agreement.

5.             Intercompany Indebtedness

All indebtedness of the Company to the Seller.

4

Issued Patents (US)