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Exhibit 4.12    
    


Translation
of notarised version 11 March 2003 


Today
appeared the following persons before me the undersigned Notary 



	 	 	 	 	 
	1.	 	Dr. Björn-Axel Dißars, lawyer (* 14 March 1967), with his offices at Warburgstrasse 50, 20354 Hamburg
	

acting not on behalf of himself but pursuant to the power of attorney granted him, a certified copy of which is attached to this Agreement, on behalf of Spirent GmbH, a private limited company under the laws of Germany, registered in the commercial
register of the local court in Elmshorn under registration number HRB 1948 and with headquarters at Grosser Moorweg 45, 25436 Tornesch, Germany
	

 	
 	

 	
 	

(the "Seller");
	

and	
 	

 
	

2.	
 	

Mr. Sven-Michael Hohorst (* 05 March 1963), Artilleriestrasse 5a, 32427 Minden
	

 	
 	

 	
 	

(the "Purchaser "),





The
person appearing as per 1 above identified himself by presenting his valid identification papers The person appearing as per 2 above is personally known to the Notary. 


As
far as this Contract contains English language provisions, the Notary convinced himself that the person appearing are able to sufficiently understand English. The Notary stated that he is able to
sufficiently read and understand English. 


The
Notary asked the persons appearing whether, unless instructed by all parties jointly, he, besides his official duty as a notary, or any other person being a member of his professional partnership
was already involved in the matter being the subject of this recording. The Parties declared that this was not the case. 


The
Parties asked for recording of the following 


 
 

SHARE SALE AND PURCHASE AGREEMENT    
    


They
stated: 


PREAMBLE



	A.
	WAGO-Verwaltungs
GmbH ("WAGO Verwaltungs" or the "Company") is a private limited company under the laws of Germany, registered in the commercial register of the local court
in Minden under registration number HRB 784 and with headquarters at Hansastrasse 27, 32423 Minden, Germany.



	B.
	The
Seller owns one share of € 15,300 in WAGO Verwaltungs (the "Share").



	C.
	The
Seller wishes to sell and the Purchaser wishes to buy the Share on the terms and subject to the conditions set out in this Agreement. 





 

THEREFORE,
the Seller and the Purchaser (collectively the "Parties") agree as follows: 


	1.
	SALE
AND PURCHASE 



Pursuant
to the terms and conditions set forth in this Agreement, the Seller and the Purchaser agree as follows: 


The
Seller agrees to sell and Purchaser agrees to buy the Share. 


The
Share is sold and purchased free and clear of all encumbrances, together with the right to receive all undistributed dividends in respect of previous business years and the current business year. 


	2.
	TRANSFER
OF SHARE 



The
Seller hereby transfers the Share to Purchaser and Purchaser accepts such transfer. 


The
transfer of the Share to the Purchaser is subject to the following conditions precedent (the "Conditions Precedent") having been satisfied. 


	2.1
	The
Conditions Precedent are that



	(a)
	The
Payment (as defined below) has been made in accordance with Section 3 of this Agreement.



	(b)
	The
Seller on the one hand and Hohorst Familien Holding (Minden) Beteiligungs GmbH and Hohorst Familien Holding (Schweiz) Beteiligungs GmbH on the other hand have signed an agreement
regarding the purchase of shares held by the Seller in WAGO Kontakttechnik GmbH (the "WAGO Kontakttechnik Agreement") before the notary public recording this Agreement ("Notary") and the conditions
precedent of the WAGO Kontakttechnik Agreement have been fulfilled, except for Section 2.1. (a) and (g) of the WAGO Kontakttechnik Agreement. The Parties know the WAGO
Kontakttechnik Agreement (notary deed no. 316 of notary Dr. Ulrich Hartmann) in its entirety. They waive to attach the WAGO Kontakttechnik Agreement to this deed and to read the WAGO
Konakttechnik Agreement.



	(c)
	The
co-shareholder in the Company has waived his pre-emption right with respect to the Share and has consented to the sale and transfer thereof in the form of
the draft set out in Exhibit 2.1 (c) (i) for the purpose of the transaction described in the Preamble to this Agreement and (ii) in
the event of this Agreement being cancelled pursuant to Section 2.4 and if this right so to cancel arose because of a failure of the Purchaser to comply with his obligation under
Section 2.3, and such waiver and consent has been received by the Notary.



	(d)
	Spirent
plc ("Spirent") has issued its guarantee payable on first demand (Bürgschaft auf erstes Anfordern) for all
claims for payment that the Purchaser may have against the Seller under this Agreement, substantially in the form of the draft set out in Exhibit 2.1
(d), and the original of such guarantee has been received by the Notary.






	2.2
	Instruction
to the Notary



	(a)
	The
Parties hereby instruct the Notary promptly (unverzüglich) to confirm to the Parties that the Conditions Precedent
as per Section 2.1 (b)- (d) have been fulfilled. Such confirmation shall be binding upon them.



	(b)
	The
Parties hereby instruct the Notary to deliver upon fulfilment of all Conditions Precedents



	(i)
	to
the Seller the waiver and consent as per Section 2.1 (c) and



	(ii)
	to
the Purchaser the original guarantee as per Section 2.1 (d). 








2





 




	2.3
	Obligations
of the Parties 



The
Seller and the Purchaser undertake to use all reasonable endeavours to ensure that the Conditions Precedent will be satisfied at the earliest possible date. 



	2.4
	Cut-Off
Date 



If
the Conditions Precedent shall not have been fulfilled by 15 May 2003 the Seller on the one hand and the Purchaser on the other hand shall have the right to cancel this Agreement with
immediate effect by giving notice to the respective other Party by registered mail, notifying the Notary of such cancellation in writing, and without any claim for indemnification except as based on a
failure to comply with the obligation set out in Section 2.3. The Party who failed to comply with the obligation set out in Section 2.3 shall indemnify the other Party for any losses
suffered by it as a result of such failure. The Notary shall promptly upon notification of such cancellation to him hand over the documents as per Section 2.1 (c) and (d) to the
Seller; only if this Agreement is cancelled because the condition precedent as per section 2.1 (b) of the WAGO Kontakttechnik Agreement has not been fulfilled, the Notary has to hand
over the document as per Section 2.1 (c) to the Purchaser. If this right so to cancel this Agreement arose because of a failure of the Seller to comply with his obligation under
Section 2.3, the Seller shall promptly return the document as per Section 2.1 (c) to the Purchaser. This Agreement may however only be cancelled together with the WAGO
Kontakttechnik Agreement. 



	3.
	PRICE
AND TERMS



	3.1
	Purchase
Price 



The
purchase price for the Share is 


€ 30,538.00



(in
words: thirty thousand five hundred and thirty eight) 


(the
"Purchase Price") 



	3.2
	Payment 



Payment
of the Purchase Price (the "Payment") shall be effected by the Purchaser four (4) working days after receipt by him of the confirmation by the Notary as per Section 2.2
(a) (the "Closing Date") by giro transfer to the following bank account 



	 	 	 
	Account no.:	 	37859466
	Type of Account:	 	Euro Acccount
	Bank (the "Bank"):	 	HSBC International Division—London
	Sort Code (BLZ):	 	40-05-15
	Swift Code:	 	MID LGB 11
	Beneficiary:	 	Spirent plc.






The
Seller shall instruct the Bank to promptly notify the Purchaser and the Notary of the irrevocable receipt of the Payment. Upon receipt of such notification the Notary shall promptly confirm to the
Parties, with binding effect upon them, that and on what day all Conditions Precedent were fulfilled and the Share was transferred. 



3





 
	4.
	REPRESENTATIONS
AND WARRANTIES OF THE SELLER



	4.1
	The
Representations and Warranties 



The
following representations and warranties (the "Representations and Warranties") are given by the Seller to the Purchaser as of the date hereof: 


	(a)
	The
statement contained in Section B. of the preamble to this Agreement is correct.



	(b)
	The
Share has been validly issued, is free of all encumbrances, is fully paid and has never been pledged to any third party.



	(c)
	The
Seller is not unable to pay its debts and is not over-indebted.



	(d)
	There
are no restrictions on the ability of the Seller to sell and transfer the Share other than contained in the Articles of Association of the Company and subject to the consent of
the majority of the shareholders of Spirent as referred to in the conditions precedent of the WAGO Kontakttechnik Agreement. Save the consent of the shareholders of Spirent as per sentence 1, the
Seller has obtained all approvals and authorizations, including all corporate actions, which are required by it for the delivery and execution of this Agreement.






	4.2
	Exclusive
Nature 



Except
as expressly stated in Section 4.1 the Seller does not make any representations and does not give any warranties in respect of the Share, the Company or the Company's respective business
or assets, and the Purchaser expressly acknowledges that, being the managing director of the Company, he is not relying on any such other representations and warranties and he is intimately familiar
with the Company, its respective business and assets and condition (financial or other) and he therefore does not require any such other representations and warranties. 



	4.3
	Warranty
and Covenant of the Purchasers 



The
Purchaser undertakes that Spirent, the Seller and any of their respective affiliates (the "Indemnified Parties") shall be fully and unconditionally released from any liabilities, guarantees or
undertaking given by them in respect of the Company and/or its affiliates and/or any former or existing shareholder of the Company other than the Seller (the "Potential Liabilities"). The Purchaser
will provide the Seller with such releases at the earliest possible date. If a claim should be raised against any of the Indemnified Parties in respect of any Potential Liabilities the Purchaser shall
indemnify such Indemnified Party against, and hold it harmless from, any such claim. The foregoing shall not apply to the guarantee as per Section 2.1 (d). 



	5.
	CONSEQUENCES
OF BREACH OF REPRESENTATIONS AND WARRANTIES



	5.1
	Compensation
for Lack of Value 



Should
any of the Representations and Warranties in Section 4.1 turn out to be incorrect the Seller having given such incorrect Representation and Warranty shall compensate the Purchaser for
the difference, if any, between the actual value of the Share and the value of the Share as it would have been if the respective Representation and Warranty had not been incorrect. The Purchaser's
aggregate claims for breach of any Warranty or Representation or any other obligation or provision contained in this Agreement shall be limited to an aggregate amount equal to the Purchase Price. 



4





 
	5.2
	Other
Remedies 



Any
other rights, remedies and claims of the Purchaser of any kind in connection with this Agreement, including any rights and claims relating to curing performance
(Nacherfüllung), rescission (Rücktritt), refusal to perform contractual
obligations (Verweigerung der Erfüllung von Vertragspflichten), specific performance for delivery of a defect-free purchase
object (Lieferung einer sach- und rechtsmangelfreien Sache), reduction of the purchase price
(Minderung), damages (Schadensersatz), compensation for useless expenses (Ersatz
vergeblicher Aufwendungen), breach of pre-contractual duties (culpa in contrahendo), voidance
(Anfechtung), rescission or adjustment of this Agreement on the grounds of lapse of fundamental business assumptions
(Störung der Geschäftsgrundlage) are expressly excluded. This and the limitation as per Section 5.1 last sentence
shall not apply to claims based on actions by the Seller taken with malicious intent (vorsätzlich). 



	5.3
	Period
for Asserting Remedies 



The
rights set out in Section 5.1 and any remedies available to the Purchaser may be asserted by the Purchaser during a period of thirty (30) years from the date hereof ("Asserting
Period"). A right or remedy shall be validly asserted if written notice thereof has been given by the Purchaser to the Seller (i) within fifteen (15) business days of the Purchaser
having obtained knowledge of a misrepresentation or breach of a Warranty or Representation and (ii) before expiry of the Asserting Period. Rights and remedies so asserted shall become
time-barred three (3) months after notice was given as aforesaid unless the Purchaser has instituted arbitration proceedings or agreement in respect thereof has been achieved among
the Seller and the Purchaser during such three months. 



	6.
	NON-SOLICITATION




The
Parties hereby agree that for a period of three years following the Closing Date or one year following termination of the trading relationship between WAGO Kontakttechnik GmbH on the one hand and
Spirent plc. and certain of its affiliates as per Exhibit 6 on the other hand—whatever occurs later—they shall not, and
shall cause their affiliates not to 


	(a)
	solicit,
entice, persuade or induce any of the employees to terminate his or her employment with the respective other Party, its affiliates, its parent company or its parent company's
affiliates;



	(b)
	solicit
the employment of any such individual;



	(c)
	approach
any such individual for any of the foregoing purposes; or



	(d)
	assist
in taking such actions by any third party; 





in
each case without prior written consent of the respective other Party or its affiliate being the employer of such individual; provided, however, that this Section shall not prohibit soliciting the
employment of any such individual who has been terminated by the respective other Party, its affiliates, its parent company or its parent company's affiliates; and provided, further, that the
placement of advertisements in newspapers or journals of general circulation not directed or targeted at any such individuals shall not constitute solicitation for purposes of this Section. 


	7.
	COSTS




Each
Party shall bear the cost of its own legal and other advisors incurred in connection with the negotiation, execution and completion of this Agreement and the transaction contemplated hereby as
well as any personal taxes arising therefrom. All transfer taxes, notary's and court charges in connection with the execution and completion of this Agreement shall be borne by the Purchaser. 


5





 
	8.
	GOVERNING
LAW, DISPUTES



	8.1
	German
Law 



This
Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. 



	8.2
	Arbitration 



Any
disputes arising out of or in connection with this Agreement or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules in
effect on the date hereof. The appointing authority shall be the President of the Hamburg Court of Appeals (Präsident des Hanseatischen Oberlandesgerichts in
Hamburg). The number of arbitrators shall be three. The place of arbitration shall be Hamburg. The languages that may be used in the arbitral proceedings shall be English and
German. 



	9.
	MISCELLANEOUS



	9.1
	Entire
Agreement 



This
Agreement sets forth the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all negotiations and previous agreements—whether
oral or in writing—with respect to such subject matter. 



	9.2
	Severability




If
any of the provisions of this Agreement shall be or become invalid, this shall not affect the validity of the remaining provisions. The Parties undertake to replace any invalid provisions by such
provisions as shall come as close as possible to their commercial intentions in a legally valid manner. The same shall apply if this Agreement should contain an unintentional gap. 



6







  



	9.3
	Confidentiality




The
Parties to this Agreement shall keep this Agreement confidential also after the Closing Date and shall only make public announcements as to its contents upon mutual agreement. This does not apply
to any disclosure required under the applicable laws, by governmental regulatory bodies, under banking covenants or stock exchange regulations which a Party to this Agreement is subject to. The
contents of such disclosure will be communicated to the other Party prior to the disclosure. 


Notwithstanding
the above, the Parties may disclose such information to their professional advisors, banks or other financiers that is necessary (i) for the execution and completion of the
Agreement and the transaction contemplated hereby or (ii) for the purpose of any discussions with their banks or other financiers or (iii) as the Parties' professional advisors, banks or
other financiers may advise; each upon the understanding that suitable confidentiality obligations have been put in place prior to any such disclosure taking place. 



	9.4
	Amendment 



No
amendment to this Agreement shall be of any effect unless it is in writing and signed for or on behalf of the Parties hereto, subject to any requirement for notarisation. This shall also apply to
any amendment of the present Section 9.4. 



	9.5
	Headings




The
headings in this Agreement are inserted for convenience only and shall not affect the interpretation thereof. 



	9.6
	Gender,
Number 



Throughout
this Agreement, where such meaning would be appropriate, the masculine gender shall be deemed to include the feminine and the neuter, and the singular shall be deemed to include the plural
and vice versa. 



	9.7
	No
Assignment 



The
Parties shall not assign any rights or obligations hereunder to an affiliate or any third party without the prior written consent of the Seller (if the assignment is proposed to be undertaken the
Purchaser) or the Purchaser (if the assignment is proposed to be undertaken by Seller). The foregoing shall not apply to any assignment of rights hereunder by the Purchaser to Dresdner Bank AG,
Bielefeld. The Seller hereby explicitly and irrevocably consents to such assignment. 



	9.8
	Notices




Any
notices provided or required under the terms of this Agreement shall be given in writing and shall be effective immediately when provided by facsimile transmission or personal delivery, or five
days after being sent by internationally recognised courier, and addressed as follows: 


	(a)
	If
to the Seller 



Spirent
GmbH

Grosser Moorweg 45

25436 Tornesch

Germany

Attn. Geschäftsleitung

Fax no.: 0049 – 4101 – 799 720 




7





 


With
a copy to 


Spirent
plc.

Spirent House, Crawley Business Quarter,

Fleming Way,

Crawley,

West Sussex RH10 2QL,

United Kingdom

attn. General Counsel

Fax no.: 0044 – 1293 – 767 677 



	(b)
	If
to the Purchaser: 





Sven-Michael
Hohorst,

Artilleriestrasse 5a, 32427 Minden

Fax no.: 0511 – 887 84 26





	10.
	INSTRUCTIONS
BY THE NOTARY 




The
recording Notary further instructed that he cannot advise on the tax consequences of this Agreement and its fulfilment. This is the duty of tax authorities or tax accountants. 


The
recording was interrupted at    and started again on . 


This
protocol and its exhibits were read by the Notary to the persons appearing and were accepted and signed by them as follows: 



	 
	 	 

	Spirent B.V.

By:	 	 
	

	
 	

 
	Dr. Björn-Axel Dißars
	

	
 	

 
	Sven-Michael Hohorst




8





 
 
 

Exhibit 2.1 (c)    
    


 
 

Waiver of Pre-emption Right and Consent to the Sale and Transfer    
    


I
herewith waive my pre-emption right with respect to the share of € 15,300 held by Spirent GmbH in WAGO Verwaltungs-GmbH (the "Share") and consent
to the sale and transfer thereof to Mr. Sven-Michael Hohorst 



	(i)
	for
the purpose of such sale and transfer of the Share and



	(ii)
	in
the event of the agreement between Spirent GmbH and Mr. Sven-Michael Hohorst (the "Agreement") being cancelled due to the conditions precedents of the Agreement
not having been fulfilled until 15 May 2003 and if this right so to cancel arose because of a failure of Mr. Sven-Michael Hohorst to comply with his obligation to use all
reasonable endeavours to ensure that the conditions precedent of the Agreement will be satisfied at the earliest possible date. 







	 
	 	 

	

 	
 	






9





 
 
 

Exhibit 2.1 (d)    
    


 
 

Guarantee payable on first demand    
    


        [Letterhead of Spirent plc.] 


 
 

Guarantee    
    


Spirent
GmbH, a private limited company under the laws of Germany, registered in the commercial register of the local court in Elmshorn under registration number HRB 1948 and with headquarters at
Grosser Moorweg 45, 25436 Tornesch, Germany (the "Seller"); 


and 


Sven-Michael
Hohorst [    ] (the "Purchaser"); 


have
entered into an agreement for the sale and transfer of shares in WAGO Verwaltungs-GmbH (the "Agreement") 


We,
Spirent plc, hereby give a guarantee ("Bürgschaft") to the Purchaser for all claims for payment that the Purchaser may have against
the Seller under the Agreement. 


This
guarantee is limited to an amount of € 30,538.00. 



This
guarantee is payable on the Purchaser's first written demand specifying the amount and legal cause of the Purchaser's claim against the Seller and stating that the Seller has failed to comply
with its payment obligation in respect thereof. 


This
guarantee shall expire when this document is returned to us by or with the consent of the Purchaser or on 11 March 2033, whichever occurs earlier, unless a demand for payment
hereunder, complying with the provisions of the preceding paragraph, has been received by us on or before that date. 


This
document shall be returned to us immediately upon expiry of our guarantee. 



Any
rights or obligation arising out of this guarantee may only be transferred to a third party with our prior written consent. We hereby explicitly and irrevocably agree to a transfer of rights
hereunder to Dresdner Bank AG. 


This
guarantee shall be subject to German law. Any disputes arising out of or in connection with this guarantee shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules in
effect on the date hereof. The appointing authority shall be the President of the Hamburg Court of Appeals (Präsident des Oberlandesgerichts in
Hamburg). The number of arbitrators shall be three. The place of arbitration shall be Hamburg. The language that may be used in the arbitral proceedings shall be German or
English. 


In
the event that any provision of this guarantee should be ineffective, this shall not affect the validity of the remainder hereof. 


This
guarantee is subject to and shall be governed in accordance with German law. 



	 
	 	 

	[...], [...]	 	 
	

 	
 	


	 	 	Spirent plc.
	 	 	by:




10





 
 
 

Exhibit 6    
    


 
 

List of Affiliates    
    


	1.
	HellermannTyton
pty Limited



	2.
	HellermannTyton Ltda



	3.
	HellermannTyton
AB



	4.
	HellermannTyton
AS 


11









QuickLinks



Exhibit 4.12


SHARE SALE AND PURCHASE AGREEMENT


Exhibit 2.1 (c)

Waiver of Pre-emption Right and Consent to the Sale and Transfer

Exhibit 2.1 (d)

Guarantee payable on first demand

Guarantee

Exhibit 6

List of Affiliates