Exhibit 10.1


SALE AND PURCHASE
AGREEMENT


between


SNAP-ON EUROPE
HOLDING B.V- SNAP-ON UK HOLDINGS LTD.


AND


DUINMAAIJER B.V.






in respect of


the management buy
out of


SUN ELECTRIC
SYSTEMS B.V. AND SUN HML ENGINEERING LIMITED


18 May 2007



















 INITIALS OF SIGNATORIES
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INDEX


	
  1

  	
   

  	
  DEFINITIONS
  AND INTERPRETATION

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  SALE
  AND PURCHASE/CASH CONTRIBUTION

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  SIGNING
  AND CONDITION TO COMPLETION

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  COMPLETION

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  KNOWLEDGE
  OF PURCHASER

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  REPRESENTATIONS
  AND WARRANTIES OF THE SELLERS

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  REPRESENTATIONS
  AND WARRANTIES OF THE PURCHASER

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  SELLERS
  AND PURCHASER INDEMNITIES

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  COVENANTS

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10

  	
   

  	
  INTELLECTUAL
  PROPERTY RIGHTS, INFORMATION TECHNOLOGY

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11

  	
   

  	
  FURTHER
  ACTION, ASSISTANCE, ACCESS TO ADMINISTRATION, TRANSITION SERVICES

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12

  	
   

  	
  ASSIGNMENT
  OF RIGHTS AND OBLIGATIONS

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13

  	
   

  	
  NON-COMPETITION

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14

  	
   

  	
  CONFIDENTIALITY

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15

  	
   

  	
  COSTS

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16

  	
   

  	
  BINDING
  EFFECT AND ENTIRE AGREEMENT

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17

  	
   

  	
  NOTICES

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18

  	
   

  	
  GOVERNING LAW AND
  DISPUTE SETTLEMENT

  	
   

  	
  3

  	
   

  



 


SCHEDULES


	
  SCHEDULE 1

  	
   

  	
  SHARE
  TRANSFER DEED SES

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  2

  	
   

  	
  SHARE
  TRANSFER DOCUMENT SUN HML

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  3

  	
   

  	
  ARTICLES
  OF ASSOCIATIONS OF SES AND SUN HML

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  4

  	
   

  	
  ARTICLES
  OF ASSOCIATION OF DUINMAAIJER B.V. / MEMORANDUM OF INCORPORATION

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  5

  	
   

  	
  INCORPORATION
  DOCUMENTS SUN HML

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  6

  	
   

  	
  ASSET
  TRANSFER AGREEMENT SUN HML

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  7

  	
   

  	
  LICENSE
  AGREEMENT

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  8

  	
   

  	
  SES
  ESCROW AGREEMENT

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  9

  	
   

  	
  LEASE
  AGREEMENT

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  10

  	
   

  	
  TRANSITION
  SERVICES AGREEMENT

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  11

  	
   

  	
  PROFORMA
  COMPLETION DATE BALANCE SHEET

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  12

  	
   

  	
  NET
  WORKING CAPITAL

  	
   

  	
  3

  	
   

  



 



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  SCHEDULE 13

  	
   

  	
  OPENING
  BALANCE SHEET SUN HML

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  14

  	
   

  	
  IP
  DESIGNS

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 15

  	
   

  	
  LIST OF EMPLOYEES OF
  SES AND SUN HML

  	
   

  	
  3

  	
   

  



 



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This
Agreement is made on                 2007
by and between:


(1)                                  SNAP-ON EUROPE HOLDING B.V., a limited
liability company (“besloten vennootschap
met beperkte aansprakelijkheid”) incorporated in the Netherlands and
having its registered offices at Schepenbergweg 34, 1105 AT, Amsterdam, the
Netherlands, (the “Seller NL”),
represented by Dan Garramone; and


(2)                                  SNAP-ON UK HOLDING LTD., a limited company
incorporated in the United Kingdom and having its registered offices at
Chichester House, 278-282 High Holborn, London, WC1V7HA, United Kingdom, (the “Seller UK”), represented by [Dan
Garramone];


Seller NL and Seller UK jointly referred to as the “Sellers”,


(3)                                  Duinmaaijer B.V., a
limited liability company (“besloten
vennootschap met beperkte aansprakelijkheid”) incorporated in the
Netherlands and having its registered offices at Twickellaan 8, 1333 SH,
Almere, the Netherlands (“Purchaser”),
represented by Maarten Molenaar,


WHEREAS:


(A)                              Seller
NL is owner of all of the issued and outstanding shares in the capital of Sun Electric
Systems B.V., a limited liability company (“besloten
vennootschap met beperkte aansprakelijkheid”) incorporated in the
Netherlands and having its registered offices at Nijverheidslaan 15-17, 1382
LG, Weesp, the Netherlands, which company runs a business as described below
under “Business” (“SES”);


(B)                                Seller
UK has contributed the assets and liabilities relating to the Business as
operated in the UK into a newly formed entity and is the legal and beneficial
owner of the entire issued share capital of Sun HML Engineering Limited, a
limited liability company incorporated in England and having its registered
address at Unit 8, Tuscam Trading Estate, Trafalgar Way, Camberley, GU15 3BN,
England, which company runs a business as described below under “Business” (“Sun HML”);


(C)                                Purchaser
is a vehicle incorporated and managed by Mr. Maarten Molenaar, who has been
running the operational part of the Business of SES during the past 14 years
and who managed and provided support in the operational part of the Business
(excluding administrative matters, corporate matters and tax matters for which
Seller UK is responsible) of Sun HML during the past 7 years and the Purchaser
has the intention to continue to run the Business on the same or improved
terms;


(D)                               Sellers,
for commercial reasons and in reliance on the Purchaser’s Representations and
Warranties and in view of the Purchaser being able to continue to run the
Business, wish to sell and transfer the Shares to the Purchaser, while the
Purchaser, in reliance of the Sellers’ Representations and Warranties, wishes
to purchase and accept the Shares to continue to run the Business, on the terms
set out in this Agreement;



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(E)                                 The
Sellers acknowledge that Maarten Molenaar did not hold the position of managing
director (“statutair bestuurder”)
of SES until Completion and therefore accept giving a limited amount of
warranties in relation to having been shareholder and managing director (“statutair bestuurder”) of SES and
shareholder and director of Sun HML, only as explicitly set out in Clause 6.2
of this Agreement (which Clause includes a confirmation of the set of
warranties — including certain warranties in relation to the operation of the
Business as conducted by Sun HML — set out in the Asset Transfer Agreement Sun HML);


(F)                                 In
light of the nature of this Agreement and the knowledge of the Purchaser and
its beneficial and/or legal owners have of the Business and the operations
conducted by SES and Sun HML, the Purchaser fully acknowledges and accepts
that, with regard to the operational side of the Business, only a limited
amount of warranties in relation to the Business as conducted by SES are
provided by the Sellers;


(G)                                Sellers,
SES, Sun HML and the Purchaser have complied with all applicable employee
consultation procedures, including the provisions of the Social Economic
Council Merger Regulation for the protection of employees (“SER- Besluit Fusiegedragsregels 2000”)
and the notification and consultation procedure pursuant the Works Council Act
(“Wet op de Ondernemingsraden”);


(H)                               Seller
NL and Seller UK wish to sell and transfer, and the Purchaser wishes to
purchase and accept the Shares on the terms set out in this Agreement;


NOW
HEREBY AGREE AS FOLLOWS


1                                         DEFINITIONS
AND INTERPRETATION


1.1                                 In this Agreement (unless the context
otherwise requires), the following definitions are used:


	
  Accounts SES

  	
   

  	
  the accounts of SES for the fiscal year 2006,
  prepared by SES under the responsibility of Seller NL and in accordance with
  both local regulations (Dutch GAAP) and the instructions of Seller NL (US
  GAAP), to be formally approved by Seller NL;

  
	
   

  	
   

  	
   

  
	
  Advance Cash Contribution Payment

  	
   

  	
  has the meaning ascribed to it in Clause 3.5;

  
	
   

  	
   

  	
   

  
	
  Affiliated Party

  	
   

  	
  In respect of a person, undertaking or company:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)           any person who, company or
  undertaking which, belongs to the same group as that company or undertaking;

  



 



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  (b)           any subsidiary of that person,
  company or undertaking;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)           any person of whom, company or
  undertaking of which, that person, company or undertaking is a subsidiary,
  and any other person who, company or undertaking which, is a subsidiary of
  the first mentioned person, company or undertaking;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)           any member of a corporate body, and
  any employee, of that person, company or undertaking or of an Affiliated
  Party;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In this definition, “subsidiary” and “group” shall
  mean, respectively, a subsidiary and group as — referred to in Sections 2:24a
  and 2:24b Dutch Civil Code (“Burgerlijk Wetboek”); where necessary, said
  sections shall apply mutatis mutandis with regard to private persons,
  companies and undertakings,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Collectively referred to as “Affiliated Parties”;

  
	
   

  	
   

  	
   

  
	
  Agreement

  	
   

  	
  this agreement, representing the entire agreement
  existing between the parties relating to the subject matter hereof and
  superseding all prior arrangements and agreements and any Schedules to this
  Agreement shall form an integral part thereof;

  
	
   

  	
   

  	
   

  
	
  Asset Transfer Agreement Sun HML

  	
   

  	
  the agreement between Seller UK and Sun HML for the
  transfer of the assets and liabilities from Seller UK to Sun HML, attached as
  SCHEDULE 6;

  
	
   

  	
   

  	
   

  
	
  Assurance

  	
   

  	
  any warranty, representation, statement, assurance,
  covenant, agreement, undertaking, indemnity, or commitment of any nature
  whatsoever, including without limitation joint and several liability
  undertakings issued pursuant to Section 2:403 Dutch Civil Code;

  
	
   

  	
   

  	
   

  
	
  Business

  	
   

  	
  the business of designing, engineering, developing
  and manufacturing systems for testing and maintenance of aircraft (“Aerospace”) and the business of developing and
  selling end-of-line and 

  



 



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  laboratory roller tester equipment to European
  original equipment automobile manufacturers in the car and heavy vehicle
  industry (“Automotive”), the marketing, sales, services and support of
  the above, as operated by SES and Sun HML at the date of this Agreement;

  
	
   

  	
   

  	
   

  
	
  Business Day

  	
   

  	
  a day on which the banks are open for business in
  Wisconsin (USA), in the City of London and in Amsterdam (the Netherlands);

  
	
   

  	
   

  	
   

  
	
  Cash Contribution

  	
   

  	
  has the meaning ascribed to it in Clause 2.4;

  
	
   

  	
   

  	
   

  
	
  Closing Financial Statement

  	
   

  	
  a financial statement for SES and Sun HML, including
  balance sheets and P&L, prepared on the basis of US GAAP as per the
  Completion Date;

  
	
   

  	
   

  	
   

  
	
  Completion

  	
   

  	
  the performance of actions set out in Clause 4, to
  take place ultimately on 18 July 2007 and Completion
  Date shall be the date on which Completion has taken place;

  
	
   

  	
   

  	
   

  
	
  Draft Effective Date Balance Sheet

  	
   

  	
  has the meaning ascribed to it in Clause 2.6 (a);

  
	
   

  	
   

  	
   

  
	
  Effective Date

  	
   

  	
  28 April 2007;

  
	
   

  	
   

  	
   

  
	
  Effective Date Balance Sheet

  	
   

  	
  has the meaning ascribed to it in Clause 2.6 (b);

  
	
   

  	
   

  	
   

  
	
  Incorporation Documents Sun HML

  	
   

  	
  the incorporation documents for Sun HML, attached as
  SCHEDULE 5;

  
	
   

  	
   

  	
   

  
	
  Lease Agreement

  	
   

  	
  the lease agreement between Seller UK and Coal
  Pensions Properties Ltd. in respect of the premises used for the Business
  operated by Sun HML;

  
	
   

  	
   

  	
   

  
	
  MBO Team

  	
   

  	
  Mr. Maarten Molenaar, operational manager of SES,
  and Maarten van Alfen, David Kohl and Theo Möllers;

  
	
   

  	
   

  	
   

  
	
  Net Working Capital

  	
   

  	
  has the meaning ascribed to it in Clause 2.6 (c)
  (i);

  
	
   

  	
   

  	
   

  
	
  Opening Balance Sheet Sun HML

  	
   

  	
  the opening balance sheet of Sun HML prepared by
  Seller UK and the MBO Team, on the basis of the Proforma Balance Sheet and in
  accordance with both local regulations (English GAAP) and the instructions of
  Seller UK (US GAAP), attached as SCHEDULE 13;

  
	
   

  	
   

  	
   

  
	
  Party

  	
   

  	
  any party to this Agreement and its legal successor,
  for as long as it is a party hereto, jointly referred as “Parties”;

  



 



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  Patent

  	
   

  	
  the patent nr EP0570061B1, see SCHEDULE 7;

  
	
   

  	
   

  	
   

  
	
  Proforma Balance Sheet

  	
   

  	
  the balance sheet (together with explanatory notes)
  of SES and the business of Sun HML, prepared by SES and the Sellers,
  consistent with the Accounts SES and in accordance with both local
  regulations (Dutch and English GAAP) and the instructions of the Sellers (US
  GAAP), reflecting the assets and liabilities of SES and Sun HML as of 24
  February 2007, attached as SCHEDULE 11;

  
	
   

  	
   

  	
   

  
	
  Purchaser

  	
   

  	
  Duinmaaijer B.V., a limited liability company (“besloten
  vennootschap met beperkte aansprakelijkheid”) incorporated
  in the Netherlands and having its registered offices at Twickellaan 8, 1333
  SH, Almere, the Netherlands, trade registry number 39099003;

  
	
   

  	
   

  	
   

  
	
  Seller NL

  	
   

  	
  Snap-on Europe Holding B.V., a limited liability
  company (“besloten vennootschap met beperkte aansprakelijkheid”)
  incorporated in the Netherlands and having its registered offices at
  Schepenbergweg 34 1105 AT, Amsterdam, the Netherlands;

  
	
   

  	
   

  	
   

  
	
  Seller UK

  	
   

  	
  Snap-on Holding UK Ltd., a limited company
  incorporated in the England and Wales and having its registered offices at
  Chichester House, 278-282, High Holborn, London, WC1V7HA, United Kingdom,
  owner of SUN HML;

  
	
   

  	
   

  	
   

  
	
  Sellers

  	
   

  	
  Seller NL and Seller UK jointly;

  
	
   

  	
   

  	
   

  
	
  Sellers’ Representations and Warranties

  	
   

  	
  the representations and warranties exhaustively set
  out in Clause 6.2;

  
	
   

  	
   

  	
   

  
	
  Services

  	
   

  	
  certain services provided by the Sellers’ group of
  companies to the Purchaser immediately after Completion, set out in SCHEDULE
  10;

  
	
   

  	
   

  	
   

  
	
  SES

  	
   

  	
  Sun Electric Systems B.V., a limited liability
  company (“besloten vennootschap met beperkte aansprakelijkheid”)
  incorporated in the Netherlands and having its registered offices at
  Nijverheidslaan 15-17, 1382 LG, Weesp, the Netherlands;

  
	
   

  	
   

  	
   

  
	
  SES Escrow

  	
   

  	
  the escrow into which the part of the Cash
  Consideration allocated to SES is paid pursuant to

  



 



 INITIALS OF SIGNATORIES
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  Clause 2.5 and the SES Escrow Agreement;

  
	
   

  	
   

  	
   

  
	
  SES Escrow Agreement

  	
   

  	
  the agreement set out in SCHEDULE 8 between the
  Seller NL and the Purchaser in respect of the SES Escrow;

  
	
   

  	
   

  	
   

  
	
  Shares

  	
   

  	
  all of the issued and outstanding shares in SES (“SES Shares”) and the entire issued share
  capital of Sun HML (“Sun HML Shares”);

  
	
   

  	
   

  	
   

  
	
  Signing Date

  	
   

  	
  shall mean the date of this Agreement;

  
	
   

  	
   

  	
   

  
	
  Snap-on Inc.

  	
   

  	
  ultimate shareholder of Seller NL and Seller UK;

  
	
   

  	
   

  	
   

  
	
  Sun HML

  	
   

  	
  Sun HML Engineering Ltd., a limited liability
  company incorporated under the laws of England and Wales, with registered
  address at Unit 8, Tuscam Trading Estate, Trafalgar Way, Camberley, GU15 3BN,
  England and with registration number 06223016;

  
	
   

  	
   

  	
   

  
	
  Transaction

  	
   

  	
  the transaction contemplated in this Agreement;

  
	
   

  	
   

  	
   

  
	
  Transition Services Agreement

  	
   

  	
  the agreement set out in SCHEDULE 10 between the
  Seller NL/Seller UK and the Purchaser, as set out in Clause 11.

  



 


1.2                               In
this Agreement, save where the context otherwise requires:


(a)                                  a
reference to a statute or statutory provision shall include a reference to that
statute or provision as from time to time consolidated, modified, re-enacted or
replaced by any statute or statutory provision;


(b)                                 a
reference to a person shall include a reference to a firm, a body corporate or
an unincorporated association;


(c)                                  a
reference to a clause, sub-clause or Schedule shall be a reference to a clause,
sub-clause or Schedule (as the case may be) of or to this Agreement;


(d)                                 if
a period of time is specified and dates from a given day or the day of an act
or event, it shall be calculated exclusive of that day;


(e)                                  references
to documents “in the agreed terms” shall be to documents agreed between the
Parties, and set out in a Schedule;


(f)                                    in
this Agreement, references to an individual shall include his/her estate;


(g)                                 the
headings in this Agreement are for convenience only and shall not affect the
interpretation of any provision of this Agreement;



 INITIALS OF SIGNATORIES
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(h)                                 reference
to this Agreement includes this Agreement as amended or supplemented in
accordance with its terms;


(i)                                     unless
otherwise provided herein, all reference to a “day” shall mean a business day
in The Netherlands, exclusive of Saturdays, Sundays and Dutch statutory
holidays, and all references to a fixed time of a day shall mean Dutch time as
in effect on such day. for the calculation of a period of time, a period shall
start the day after the day of sending and include the day of receipt;


(j)                                     reference
to “include”, “includes”, “including” and all forms and derivations thereof
shall mean including but not limited to;


(k)                                  reference
to “herein”, “hereof”, “hereunder”, “hereby”, “hereto”, “herewith” and words of
similar import shall refer to this Agreement as a whole and not to any
particular article, section, subsection or other subdivision; and


(l)                                     references
to any Dutch legal term for any action, remedy, method or judicial proceeding,
legal document, legal status, court, official or any legal concept or thing
shall in respect of any jurisdiction other than the Netherlands be deemed to
include what most nearly approximates in that jurisdiction to the Dutch legal
term.


2                                         SALE
AND PURCHASE/CASH CONTRIBUTION


2.1                                 Subject to the terms and conditions of this
Agreement, Seller NL and Seller UK hereby sell the Shares to the Purchaser, and
the Purchaser hereby purchases the Shares from the Seller NL and Seller UK.


2.2                                 The consideration to be paid by the Purchaser
to Seller NL for the SES Shares under this Agreement shall be EUR 1.00 (one
euro). The consideration to be paid by the Purchaser to Seller UK for the Sun HML
Shares under this Agreement shall be GBP 1.00 (one pound sterling) at
Completion.


2.3                                 Sellers shall ensure that the Cash
Contribution is made available, pursuant to Clauses 2.4 — 2.6 to SES and/or Sun
HML in view of contributing to any operational improvement required, in the
opinion of the Purchaser, for the continuation of the Business, including
possible severance payment of employees should such be required. For the
avoidance of doubt, no other or further contributions or funding than the Cash
Contribution shall be due by Sellers or any group company of Snap-on Inc. to
SES and/or Sun HML and/or the Purchaser in respect of the Business or its
operations from the Effective Date.


2.4                                 Sellers shall leave with SES and Sun HML, as
the case may be, on the Completion Date an amount of cash equal to the cash
balance for SES on the Proforma Balance Sheet, being equal to EUR 387,156
(three hundred eighty-seven thousand hundred fifty-six euro), plus the cash
balance for Sun HML on the Proforma Balance Sheet, being equal to GBP 68
(sixty-eight pounds sterling) equal to EUR 102 (hundred and two euro), plus an
amount equal to EUR 4,100,000 (four million one hundred thousand euro) minus the cost of all SES and Sun HML
employee insurance premiums and pension contributions (on a converted to euro
basis at the official exchange rate at the Effective Date) made by 



 INITIALS OF SIGNATORIES
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SES and/or Sun HML from 1 January 2007
through the Effective Date (the “Cash
Contribution”), such Cash Contribution to be made in accordance with
Clause 2.6. The Cash Contribution shall be subject to an adjustment as set out
in Clause 2.6 and set off against the Advance Cash Contribution Payment set out
in Clause 3.5.


2.5                                 Sellers shall make the Cash Contribution by
placing, on the Completion Date, with Sun HML the amount of the Cash
Contribution allocated to Sun HML, being EUR 500,000 (five hundred thousand
euro) with the remainder of the amount of the Cash Contribution, adjusted for
Clause 2.6 and Clause 3.5 placed, on the Completion Date, into the SES Escrow.
The distribution out of the SES Escrow will be according to the Release
Schedule attached to the SES Escrow Agreement.


2.6                                 The Cash Contribution shall be subject to an
adjustment calculated and settled as follows, if any of the ending days falls
on a non-Business Day the next Business Day will be considered the date:


(a)                                  Within 10 days after the Signing Date, the
Purchaser shall prepare and deliver to the Sellers a draft consolidated balance
sheet (the “Draft Effective Date Balance
Sheet”) of SES and Sun HML as of the close of business on the
Effective Date (determined on a pro forma basis as though the transactions
contemplated by this Agreement had not been consummated). The Purchaser shall
prepare the Draft Effective Date Balance Sheet in accordance with the Proforma
Balance Sheet and the accounting principles observed therein. The Purchaser
shall be obliged to make available to the Sellers, in English, any work papers
and back-up materials used in preparing the Draft Effective Date Balance Sheet.


(b)                                 If the Sellers have any objections to the
Draft Effective Date Balance Sheet, they must deliver a statement describing
their objections to the Purchaser within 10 days after receiving the Draft
Effective Date Balance Sheet. The Purchaser and the Sellers shall use
reasonable efforts to resolve any such objections themselves through good faith
negotiation. If the Purchaser and the Sellers do not obtain a final resolution
within 10 days after the Sellers have sent the statement of objections, the
Purchaser and the Sellers shall select within 10 days a mutually acceptable
reputable and independent accounting firm to resolve any remaining objections.
The Purchaser shall pay 50% and the Sellers shall pay 50% of the costs and
expenses of any accounting firm so used. The determination made by such
accounting firm shall be made within 10 days and shall be set forth in writing
and shall be conclusive and binding upon the Parties. The “Effective Date Balance Sheet” means the
Draft Effective Date Balance Sheet together with any revisions made pursuant to
this Clause 2.6 (b).


(c)                                  The Cash Contribution shall be adjusted as
follows:


(i)                                     If
the net working capital as defined in SCHEDULE 12 (“Net Working Capital”) on the Effective Date Balance Sheet is
greater than the consolidated Net Working Capital on the Proforma Balance
Sheet, then the Purchaser shall pay to the Sellers, by wire transfer or
delivery of other immediately available funds, an amount equal to the total
difference between the consolidated Net Working Capital on the 



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Proforma Balance Sheet and the consolidated Net
Working Capital on the Effective Date Balance Sheet. Such payment shall be made
through set off as provided in the SES Escrow Agreement include a provision
stipulating that any payment due by the Purchaser on the basis of this Clause
2.6 (c) (i) but not paid, may be set off against the two last releases, until
satisfied, set out in the Release Schedule of the SES Escrow Agreement.


(ii)                                  If the Net Working Capital on the Effective
Date Balance Sheet is less than the consolidated Net Working Capital on
the Proforma Balance Sheet, then the
Sellers shall pay to SES/Sun HML, by wire transfer or delivery of other
immediately available funds, an amount equal to the total difference
between the consolidated Net Working Capital on the Proforma Balance Sheet and
the consolidated Net Working Capital on the Effective Date Balance Sheet. If after applying Clause 2.6 (c) (iii) a payment remains to be made by
the Sellers, it shall be made to SES/Sun HML within 2 Business Days after
the date on which the Effective Date Balance Sheet is determined pursuant to
Clause 2.6 (b), or the Completion Date, whichever is later.


(iii)                               The amount of the Cash Contribution
determined on the basis of Clauses 2.4 and 2.6 (c) (i) and (ii) shall be set off against the amount of the Advance
Cash Contribution Payment paid pursuant to Clause 3.5.


2.7                                 From the Effective Date to the Completion
Date the Purchaser shall be entitled to any positive operating cash generated
by SES and/or Sun HML, as measured by financial and bank records of SES and Sun
HML, provided, however, that the Purchaser shall not extract cash in whatever
form (as dividend or in any other form) from SES and/or Sun HML before and
until Completion has taken place. This positive operating cash generated by SES
and/or Sun HML will be placed or left, as the case may be, in the corresponding
bank accounts of SES and/or Sun HML at Completion and will be in addition to
the adjusted Cash Contribution as defined in Clause 2.4.


3                                         SIGNING
AND CONDITION TO COMPLETION


3.1                                 This Agreement shall be signed by the Parties
at the offices of Boekel De Nerée N.V. of Boekel De Nerée N.V. in Amsterdam,
Gustav Mahlerplein 2, 1028 MA, on the Signing Date.


3.2                                 On the Signing Date the following shall take
place:


(a)                                  Seller
NL shall deliver to the Purchaser the resolution of its general meeting of
shareholders and of its Supervisory Board, authorising the Seller NL to enter
into this Agreement;


(b)                                 Seller
UK shall deliver to the Purchaser the resolution of its board of directors
authorising the Seller UK to enter into this Agreement;



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(c)                                  the
Purchaser shall deliver to the Sellers the resolution of its general meeting of
shareholders authorising the Purchaser to enter into this Agreement and the
Transaction;


(d)                                 the
Asset Transfer Agreement Sun HML shall be entered into and performed by Seller
UK and Sun HML and this shall be provided to the Purchaser;


(e)                                  the
Patent shall be licensed by SES to Seller NL on the basis of a perpetual
royalty free license to use the patent, as set out in the agreement attached as
SCHEDULE 7;


(f)                                    the
Parties shall confirm their approval with the Proforma Balance Sheet and the
Opening Balance Sheet Sun HML;


(g)                                 the
Purchaser shall confirm that it has completed an investigation on a prima facie
basis into the operational aspects of the Business of Sun HML of which the
results were satisfactory to the Purchaser;


(h)                                 the
Purchaser and the Sellers shall sign the Transition Services Agreement, which
shall enter into effect on Completion;


3.3                                 As of the Signing Date this Agreement shall
be binding on the Parties and the following shall apply with respect to the
Business:


3.3.1                        The Business shall be run or
continue to be run by and under the responsibility of the Purchaser and the MBO
Team. All benefits accruing from and all liabilities incurred in relation to
SES and Sun HML shall be for the account of the Purchaser as from the Signing
Date and no payments into or out of SES and/or Sun HML shall be made by any of
the Sellers or the Seller’s Affiliated Parties. For the avoidance of doubt, the
Purchaser shall not extract cash out of or create liabilities for SES and/or
Sun HML other than in the ordinary course of business until Completion.


3.3.2                        With the exception of the
resolution set out in Clause 3.7, Clause 4.2(a) and 4.2(b), the Sellers shall
not take any resolutions as shareholders of SES and Sun HML and shall procure
that no resolutions as directors of SES and Sun HML are taken, without the
prior consent of the Purchaser, which consent shall not be unreasonably
withheld or delayed.


3.4                                 Sellers and the Purchaser declare to each
other that, from 31 December 2006 until Completion, unless with the prior
written approval of the other Party:


(a)                                  they
have not sold and shall not sell the whole or a substantial part of the
Business of SES and Sun HML or, except in the ordinary course of the business,
any of the properties or equipment;


(b)                                 they
have not deviated and shall not deviate materially from the nature of the
Business of SES and Sun HML that is currently being conducted;


(c)                                  they
have not engaged and shall not engage in any transaction with respect to the
Business except on an at arm’s length basis and in the ordinary course of
business;



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(d)                                 they
have not distributed and shall not distribute any dividend out of SES or Sun
HML, other than provided in Clause 3.7.


3.5                                 As an advance payment to the Cash
Contribution to be paid at Completion (“Advance Cash Contribution Payment”), the Sellers shall provide a financing arrangement beginning with the
Effective Date and ending with the Completion Date with SES and Sun HML to the
maximum of EUR 1,750,000 (one million seven hundred fifty
thousand euro), in line with standard
business practices at the standard 30-day overdraft lending rate [of ABN AMRO
Bank N.V.] in the Netherlands, to be paid into SES and Sun HML on the basis of
requests by the Purchaser, each time subject to the approval of the Sellers.
The amount that has been paid on the basis of the Advanced Cash Contribution
Payment is considered to be an advance payment only and shall be set off
against the Sellers’ obligation to pay the Cash Contribution.


3.6                                 The Seller NL undertakes to have the Accounts
SES audited and approved before Completion and the Purchaser undertakes to
procure that all assistance and co-operation and all documents and information
required to audit and approve the Accounts SES shall be provided timely to
Seller NL, at no charge.


3.7                                 The Parties acknowledge and agree that the
following are conditions precedent to Completion that may be waived by the
Sellers but not the Purchaser:


(a)                                  approval
of the Accounts SES;


(b)                                 distribution
of dividends by SES to Seller NL on the basis of the cumulative retained
earning as of the end of 2006 of at least EUR 11,200,000 (eleven million two
hundred thousand euro) [distribution
mechanism to be specified].


3.8                                 In the event that the conditions set out in
Clause 3.7 are not fulfilled on Completion Date, the Sellers shall have the
option to waive these conditions or to terminate this Agreement with no
compensation of any nature becoming due to the Purchaser. The Sellers shall
notify the Purchaser ultimately on 15 July 2007 whether the conditions set out
in Clause 3.7 have been fulfilled and if they have not, whether such conditions
are waived or termination of this Agreement is invoked. In the case that the
termination of the Agreement is invoked, all of the provisions of this
Agreement, save the provisions of Clauses 14, 15, 16 and 18, shall cease to
apply between the Parties per the date of such notification. Only in the case
that Sellers invoke the termination of this Agreement on the basis of this
Clause 3.8, and the cause for the non-fulfilment of the conditions set out in
Clause 3.7 is not attributable to the Purchaser’s lack of co-operation pursuant
to Clause 3.6, the Sellers shall compensate the Purchaser’s costs made in
connection with the preparation of this Transaction, which compensation shall
not exceed EUR 100,000 (hundred thousand euro), in aggregate. This compensation
shall be paid to the Purchaser on the basis of specified invoices issued to and
paid by the Purchaser. For the avoidance of doubt, this compensation will not
cover any costs of the Purchaser taking legal actions against the Seller, for
whatever reason and on whatever grounds.



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4                                         COMPLETION


4.1                                 Completion shall take place at the offices of
Boekel De Nerée N.V. in Amsterdam, Gustav Mahlerplein 2, 1028 MA, at 18 July
2007.


4.2                                 On Completion the Parties shall ensure that
the following takes place:-


(a)                                  Seller
NL shall deliver to the Purchaser the resolution of its general meeting of
shareholders and of its Supervisory Board, authorising Completion;


(b)                                 Seller
UK shall deliver to the Purchaser the resolution of its board of directors
authorising Completion;


(c)                                  the
Purchaser and the Sellers shall enter into the SES Escrow Agreement;


(d)                                 Seller
NL shall resign as Managing Director (“bestuurder”) of SES and the Supervisory
Director (“commissaris”) of SES shall resign and shall be replaced by a
Supervisory Board appointed by the Purchaser;


(e)                                  Seller
NL and the Purchaser shall ensure the execution of the share transfer deed
before the Civil-Law notary, Alexander Adriaen van Velten or his substitute of
Boekel De Nerée N.V. transferring the SES Shares to the Purchaser;


(f)                                    Seller
UK shall deliver to the Purchaser an executed transfer of the Sun HML Shares in
favour of the Purchaser together with the share certificate for the shares in
Sun HML (or in the case of any lost certificate an indemnity reasonably
satisfactory to the Purchaser in relation thereto);


(g)                                 Seller
UK shall deliver to the Purchaser a letter of resignation from Paul Geere as
director of Sun HML; and


(h)                                 Seller
UK shall deliver to the Purchaser a letter of resignation from Paul Clarke as
the secretary of Sun HML.


4.3                                 The consideration as referred to in Clause
2.2 shall be paid to Seller NL and Seller UK, for which payment Seller NL and
Seller UK will provide a discharge.


4.4                                 The Sellers shall make the payments pursuant
to Clause 2.5 into the SES Escrow.


4.5                                 Within 10 (ten) Business Days after the
Completion Date, the Purchaser shall provide the Sellers with all necessary
information to complete the Closing Financial Statement.


4.6                                 The Sellers and the Purchaser agree that following
the distribution of dividend by SES as set out in Clause 3.7(b) any and all
intra-group obligations of whatever nature due or owed by any of the Sellers or
by any of their Affiliated Parties have been satisfied in full, with the
exception of the Transition Services Agreement, possible obligations arising
out of the Asset Transfer Agreement Sun HML dated [         ] and
the adjustment and set off set out in Clauses 2.6 and 3.5.


4.7                                 In the event that, at any time after
Completion, funds are paid to any of the Sellers that 



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were due to SES and/or Sun HML, or vice
versa, the receiving Party shall immediately transmit such funds to the Party
to which such funds were due.


4.8                                 In the event that either Party fails to
perform in accordance with the provisions set out in Clause 4.2, the
non-defaulting Party may, at its election, terminate this Agreement or defer
Completion for 14 days in view of granting the defaulting Party a term to
remedy its default. If the defaulting party has not remedied its default within
said period, the non defaulting party may waive its right or may terminate the
Agreement without prejudice to any of its other rights and claims (including,
even if this Agreement is terminated, any right to payment of damages). In the
event, however, that Completion should be deferred to a date beyond 15 August
2007, this Agreement shall be terminated by operation of law regardless of
remedy still being possible.


5                                         KNOWLEDGE
OF PURCHASER


5.1                                 The Purchaser acknowledges and agrees that:


(a)                                  it
is an acquisition vehicle serving the legal or beneficial interests of both the
short term and the long term management of SES and Sun HML and therefore has or
should have knowledge of all business aspects of SES (including financial
(excluding audit), legal (excluding corporate matters), operational,
commercial, IT (on a limited basis), employment) involved in the operation of the
Business. With respect to Sun HML Purchaser is relying partly on information
provided by the Seller UK in respect of the management of the Business of Sun
HML and in the Asset Transfer Agreement Sun HML;


(b)                                 it
has been and is receiving independent advice from professional, legal,
financial and tax advisors regarding the Transaction and it has secured
sufficient financing (whether debt or equity) to ensure the continued existence
of SES and Sun HML;


(c)                                  all
insurances coverage, provided in relation to SES or Sun HML, pursuant to any
policy maintained by the Sellers and their Affiliated Parties with third party
insurances and within the group of Affiliated Parties, shall be terminated at
Completion and/or shall no longer provide coverage as of Completion for any
events, occurrences or accidents occurring after Completion relating to SES or
Sun HML, with the exception, however, of such insurance coverage that is
continued on a transitional basis, as described in the Transition Services
Agreement;


(d)                                 it
shall put in place such insurances as the Purchaser shall deem appropriate in
relation to SES and Sun HML to replace the transitional continuation set out in
the Transition Services Agreement.



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5.2                                 The Parties acknowledge that the Purchaser
and Maarten Molenaar derive the actual and constructive knowledge that they
have of the Business from the Business operating understanding of the MBO Team
members and such reasonable investigation into the Business and the management
of SES and Sun HML that they deemed fit, where in respect of the management of
the Business of Sun HML the Purchaser also partly relies on a prima facie basis
on information in relation to the management of the Business of Sun HML that
has been provided by the Seller UK and on the wording of the Asset Transfer
Agreement Sun HML.


6                                         REPRESENTATIONS
AND WARRANTIES OF THE SELLERS


6.1                                 Seller NL warrants, in acknowledgement of its
position as shareholder and managing director (“statutair
bestuurder”) of SES and Seller UK warrants, in acknowledgement of
its position as shareholder and director of Sun HML, to the Purchaser that the
Sellers’ Representations and Warranties set out in Clause 6.2 are true at the
Signing Date and shall be deemed repeated at Completion, provided that the
Purchaser declares that it has no knowledge of any such Sellers’ Representation
or Warranty not being fully true and/or accurate and that the Purchaser and Mr
Maarten Molenaar acknowledge that they are not aware, having made enquiries of
Mr Alan Melville, of any breach of the warranties set out in the Asset Transfer
Agreement Sun HML.


6.2                               Sellers’
Representations and Warranties


6.2.1                        Each of the Sellers has the
power and authority to enter into and to perform this Agreement.


6.2.2                        This Agreement constitutes
binding obligations on the Sellers in accordance with its terms.


6.2.3                        The copy of the articles of
association of SES attached to this Agreement as SCHEDULE 3 and the
Incorporation Documents Sun HML are valid.


6.2.4                        The SES Shares constitute 100
per cent of the issued and allotted share capital of SES and the Sun HML Shares
constitute 100 per cent of the issued and allotted share capital of Sun HML.


6.2.5                        The Shares are fully paid or
credited as paid.


6.2.6                        There is no encumbrance on the
Shares and no options have been granted on the Shares.


6.2.7                        SES and Sun HML have not been
dissolved, no resolution to dissolve has been adopted and the Sellers are not
aware of any pending or threatened action by the Public Prosecutor (“Officier van Justitie”) to dissolve SES.


6.2.8                        SES has not been declared
bankrupt (“failliet”) and to the
best knowledge of the Sellers no action or request is pending or threatened to
declare SES bankrupt, and SES has not been granted an official moratorium of
payment (“surséance van betaling”).


6.2.9                        SES and/or Sun HML own the
legal and/or beneficial title to the assets which are included in the Accounts
SES and/or the Opening Balance Sheet Sun HML;



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6.2.10                  None of the material assets is
subject to any encumbrance, with the exception of encumbrances incurred in the
ordinary course of business.


6.2.11                  To the extent that SES has remitted
payment for the wages of the employees to Seller NL, Seller NL duly assured
full and timely payment to employees and tax and social security authorities.


6.2.12                  Except for the directors registered
at the Trade Registry and Maarten Molenaar and Theo Möllers, there are no
persons holding a general power of attorney or persons who are authorized to
legally bind SES, with the exception of persons authorised to execute this
Agreement and related documents.


6.2.13                  No claims exist from current or
former managing directors (“statutaire
bestuurders”)  of
Seller NL and/or Seller UK towards SES, which originate in the period prior to
the Signing Date.


6.2.14                  The Seller UK has procured that Sun
HML is duly incorporated, that the Asset Transfer Agreement Sun HML has been
executed.


6.2.15                  Seller NL and/or Seller UK have not
committed any act or entered into any commitment, obligation, arrangement,
undertaking, or otherwise, whether actual or contingent, that would now or in
the future constitute a liability of the Purchaser or otherwise cause the
Purchaser to incur any losses or other damages.


6.2.16                  The statutory accounts for SES up to
and including the financial year 2005 have been audited and approved in
accordance with generally accepted accounting principles and practices in the
Netherlands and in accordance with US GAAP, in reliance on the information
provided by the MBO team, and have been properly filed on behalf of SES.


6.2.17                  Reports for SES with respect to taxes
and social security contributions have been timely and properly filed with the
relevant authorities, in reliance on the information provided by the MBO Team.


6.3                                 Notwithstanding any other clause of this
Agreement, the Sellers (i) shall not be in any breach of the Sellers’
Representations and Warranties and (ii) cannot be held liable in respect of any
breach of the Sellers’ Representations and Warranties to the extent that the
Purchaser and/or its representative(s) were or should have been aware, as the
manager of the daily operations, at the Completion of such breach of the
Sellers’ Representations and Warranties, because the facts and circumstances
giving rise thereto:


(i)                                     were
known or should have been known without further investigation to Mr Maarten
Molenaar; and/or


(ii)                                  have
been disclosed to the Purchaser or excepted in the Sellers’ Representations and
Warranties themselves and/or a Disclosure Letter and/or the Schedules hereto;
and/or


(iii)                               are
or should have been known to Mr Maarten Molenaar on the basis of his knowledge
of the Business and his experience in the operational management of SES.



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6.4                                 The Purchaser acknowledges and confirms that
it has knowledge on the basis of the facts and circumstances set out in Clause
5.2 and the investigation that was conducted by the Purchaser in view of the
Transaction and in reliance on the confirmation by the Seller NL that the
information provided in relation to administrative, tax and corporate matters
of SES is accurate and not misleading, and that there are no further questions
in this respect to Sellers, Snap-on Inc. or their advisers.


6.5                                 The Purchaser and MBO team acknowledge and
confirm that it is not aware of any breach of the Sellers’ Representations and
Warranties or any of the warranties set out in the Asset Transfer Agreement Sun
HML. Sellers have provided all information regarding SES and Sun HML relevant
to the Purchaser and this information is true, accurate and not misleading and
to the best of Sellers’ knowledge no relevant information has been withheld.


6.6                                 The Purchaser acknowledges and confirms that
neither of the Sellers shall be liable for more than EUR 200,000 (two hundred
thousand euro) jointly and in aggregate in respect of any breach of the Sellers’
Representations and Warranties. The Purchaser can make no claims on the basis
of the Sellers’ Representations and Warranties after expiration of 5 (five)
years in respect of title warranties, Clauses 6.2.1, 6.2.3, 6.2.4, 6.2.5,
6.2.6, 6.2.7, 6.2.8 and 6.2.9; 5 (five) years (plus the legal extension period)
in respect of tax warranties, Clause 6.2.11; and 1 (one) year in respect of
operational warranties, Clauses 6.2.2, 6.2.10, 6.2.12, 6.2.13, 6.2.14, 6.2.15,
6.2.16 and 6.2.17, after the date of signing this Agreement.


6.7                                 The Parties acknowledge and agree that the
provisions of title 1 of book 7 of the Dutch Civil Code (“Nederlands Burgerlijk Wetboek”) that
envisage to otherwise or further protect a purchaser do not apply to this
Transaction and/or to this Agreement.


7                                         REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER


7.1                                 The Purchaser warrants to the Sellers that
the Purchaser’s Representations and Warranties set out in Clause 7.2 are true
at the date of this Agreement, and this warranty shall be deemed repeated at
Completion.


7.2                               Purchaser’s
Representations and Warranties


7.2.1                        The Purchaser has the power and authority to
enter into and perform this Agreement.


7.2.2                        This Agreement constitutes binding
obligations on the Purchaser in accordance with its terms.


7.2.3                        The copy of the articles of association and
memorandum of incorporation of Duinmaaijer B.V. attached to this Agreement as
SCHEDULE 4 is valid and the Purchaser’s shareholder is Mr. Maarten Molenaar and
no others. No person has been granted any right in respect to shares or revenue
of the Purchaser or SES or Sun HML in respect of the Completion of this
Transaction.


7.2.4                        To the best knowledge of the Purchaser, all
assistance and co-operation and all documents and information required to audit
and approve the accounts SES and the 



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Proforma Balance Sheet were provided and
these accounts were prepared on a consistent basis in accordance with generally
accepted accounting principles and practices in the Netherlands and in
accordance with US GAAP by the MBO team.


7.2.5                        Since 31 December 2006, to the best knowledge
of the Purchaser: -


(i)                                     there has been no
material adverse change (nor any such material change expected) in the
financial or trading position or prospects of the Business or in the value of
the assets or amount or nature of the liabilities of SES as compared with
positions disclosed in the Proforma Completion Date Balance Sheet;


(ii)                                  SES has not disposed
of any assets or assumed or incurred any outstanding capital commitment of any
material liabilities (whether actual or contingent), otherwise than in the
ordinary course of business;


(iii)                               SES
has paid their trade creditors in the ordinary course of business and within
the normal terms of business.


7.2.6                        The Purchaser and SES have not
committed any act or entered into any commitment, obligation, arrangement,
undertaking or otherwise in relation to the operational affairs of SES, whether
actual or contingent, that would now or in the future constitute a liability of
the Sellers or any of their Affiliated Parties or otherwise cause the Sellers
or any of their Affiliated Parties to incur any losses or other damages.


7.2.7                        The Business has, to the best
knowledge of Purchaser and the MBO team, been conducted in all respects in
accordance with all applicable laws, rules, regulations, judgments, decisions,
decrees, orders or other requirements of any government, quasi government,
statutory, administrative or regulatory body, court or agency applicable to the
daily operational affairs (in the Netherlands), except for the affiliation to
the Metalektro association of social insurance (“bedrijfsvereniging”) in the period preceding the Completion
Date.


7.2.8                        The Sellers acknowledge and
confirm that Purchaser shall not be liable for more than EUR 200,000.-- (two
hundred thousand euro) in respect of any breach of the Purchaser’s
Representations and Warranties. The Sellers can make no claims on the basis of
the Purchaser’s Representations and Warranties after expiration of 5 (five)
years.


7.2.9                        To the best knowledge of the
Sellers, the Sellers acknowledge and confirm that they are not aware of any
breach of the Purchaser’s Representations and Warranties.


8                                         SELLERS AND PURCHASER INDEMNITIES


8.1                                 The Seller NL shall indemnify the Purchaser
against:


(a)                                  any
recourse that Dutch tax authorities may have against SES for claims that (1)
are referable to the fiscal unity to which SES has belonged immediately before
the Completion Date and (2) do not regard SES’s tax situation;


(b)                                 claims
made by employees of SES (other than referred to in sub c) in respect of SES
not being affiliated to the Metalektro association of social insurance (“bedrijfsvereniging”) in the period
preceding the Completion Date; and



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(c)                                  amounts
duly claimed by Metalektro pension fund (“bedrijfstakpensioenfonds
Metalektro”) and (former and present) employees of SES against SES
on the basis that SES should have been affiliated to that pension fund in the 5
year period preceding 1 July 2007 and any such claim should be referable to
this period.


8.2                                 The Sellers liability in respect of the
indemnities set out in Clause 8.1(b) shall not exceed the aggregate amount of
EUR 200,000 (two hundred thousand euro) and shall lapse in the event that the
Purchaser has not made a claim in respect of such indemnity within five (5)
years and six (6) months after the date of this Agreement.


8.3                                 The Sellers shall only be liable for the
indemnity set out in Clause 8.1(b) and in Clause 8.1(c) in the event that the
Seller NL or any person designated by Snap-on Inc. to act on behalf of Seller
NL has fully conducted at the sole discretion of Snap-on Inc. the defence
against such claims. The Sellers shall only be liable for an amount (with
respect to Clause 8.1(b) within the limitation set out in Clause 8.2 and with
respect to Clause 8.1(c) within the limitation set out in Clause 8.4) that is
finally and irrevocably awarded by a competent Dutch court no longer subject to
appeal, taking into account the reasonable interests of the Purchaser, which
shall include — for the indemnity set out in Clause 8.1(b) - providing security
to the Purchaser up to the maximum amount set out in Clause 8.2 minus the
estimated reasonable costs of conducting the defence — or with respect to the
indemnity set out in Clause 8.1(c) providing security up to the reasonably
expected amount of the relevant individual claim. The Purchaser shall be fully
informed about the progress of such procedures. In respect of Clause 8.1(b)
reasonable costs of conducting the defence, including fees and expenses, will
be deducted from the maximum amount set out in Clause 8.2.


8.4                                 The Sellers’ liability in respect of the
indemnity set out in Clause 8.1(c) shall only exist for any amount in excess of
EUR 100,000 (one hundred thousand euro). Any claim under the indemnity as set
out in Clause 8.1(c), shall only be valid if such claim has been duly submitted
to the relevant Seller in conformity with this Agreement and within five (5)
years and six (6) months after the date of this Agreement.


8.5                                 The Sellers shall not be liable to indemnify
the Purchaser for the amounts that would fall under the indemnities set out in
Clauses 8.1(b) and 8.1(c) in the event that such amounts arise from claims made
on behalf of or initiated by Mr. Maarten Molenaar on his own behalf,
irrespective of the circumstances that gave rise to such claims.


8.6                                 The Purchaser shall indemnify Seller NL
against any and all liabilities arising from Seller NL’s role as managing
director (“statutair bestuurder”)
for any claims relating to the period after Completion and having their cause
in the field of the business operations, for which Mr Maarten Molenaar was
responsible.


8.7                                 The Purchaser shall indemnify and hold
harmless each of the Sellers for any and all claims any tax authorities may
make with respect of SES or Sun HML referable to the period after the
Completion Date and with their cause after the Completion Date.


8.8                                 The Purchaser shall indemnify and hold
harmless the Seller NL from any and all liabilities arising after the Effective
Date from third party claims, including municipal or governmental authorities,
in respect of the environmental situation of the premises 



 INITIALS OF SIGNATORIES
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owned and/or used by SES, including but not
limited to claims in respect of remedying soil and/or groundwater pollution,
which indemnification however shall not exceed the aggregate amount of EUR
200,000 (two hundred thousand euro).


8.9                                 The Purchaser shall indemnify and hold the
Sellers and their Affiliated Parties harmless against (i) any claim made by any
third party (including for the avoidance of doubt SES) and based on the assertion
that the Sellers and their Affiliated Parties are liable for a debt of SES
arising from matters relating to the operational part of the Business and
without the Sellers having given any authority or power of attorney to incur
such liability, the foregoing irrespective of the grounds for that liability
and (ii) any liability resulting from a breach of the Purchaser’s
Representations and Warranties or of any of the Purchaser’s obligations under
this Agreement.


8.10                           The Purchaser covenants that at any time and
from time to time on or after the Signing Date, it shall execute and deliver
all such instruments of assumption and acknowledgements as reasonably may be
required or take such other action as the Sellers may reasonably request to
effect the release and/or discharge in full of any Assurance given by the
Sellers to any person in respect of any obligation or liability of SES
(including, without limitation, any liability of the Sellers to pay any sum to
an insurer in respect of any claim made under an insurance policy by SES and
any obligation of the Seller NL to provide security to third parties who have
relied on the 403-statement in respect of SES that was filed by the Seller NL)
and the Purchaser’s assumption of, and the substitution of the Purchaser as the
primary obligor in respect of, each such Assurance in each case on a
non-recourse basis to the Sellers. The costs of preparing such instruments
shall be borne, to the extent that such is reasonable, by the requesting
Seller. Pending such release and discharge, the Purchaser hereby agrees with
the Sellers that it shall assume and pay and discharge when due and the
Purchaser undertakes to indemnify the Sellers against all amounts paid by
either of the Sellers to any third party pursuant to any such obligation (and
all costs incurred in connection with such obligation) arising after the
Signing Date. In the event that this Agreement is terminated on the basis of
Clause 3.8, the Sellers shall resume their positions as if the assumptions had
never taken place and the Seller shall repay any payments made by the Purchaser
under the indemnification in this Clause 8.10 to the Purchaser.


9                                         COVENANTS


9.1                                 Seller UK and Sun HML shall make arrangements
with respect to the Lease Agreement allowing Sun HML to make use of the leased
building. To the extent that any costs are involved — including the provision
of guarantees by Seller UK — such arrangements shall be subject to the prior
written approval of Seller UK, with the understanding that such costs shall not
exceed the then current lease terms and conditions under the Lease Agreement.


9.2                                 The Purchaser confirms that the Business as
operated now is viable and can be continued to be operated as envisaged by the
Purchaser, taking into account the intentions and the knowledge of the
Purchaser and the provisions of this Agreement. The Purchaser confirms that it
shall use its best effort to continue to operate the Business in the best
possible way, it shall maintain as much as economically possible in 



 INITIALS OF SIGNATORIES
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effect all employment conditions currently
applicable to the employees of SES and it shall confirm that, at present time,
there are not intentions to make any of the Sun HML employees redundant or
change their terms and conditions.


9.3                                 The Parties have agreed upon a Cash
Contribution for the Purchaser to ensure continuation of the Business and for
financing possibly necessary severance payments of SES. The Purchaser
acknowledges that, based on the current management experience and knowledge
(including those of Mr. Maarten Molenaar) the Cash Contribution is amply
sufficient to cover any re-organisations that would be necessary. In this
respect, the Purchaser discharges the Sellers from any responsibility in
respect of the continuation of the Business, the employees employed in the
Business and/or the continued solvent existence of SES and Sun HML.


9.4                                 Provided that the continuity of the Business
as set out in Clause 9.3 is not harmed during a period of at least 3 years from
Completion, the Purchaser may grant such bonuses or remunerations to employees
in the Business or to members of the MBO Team as are consistent with normal
practice in the business and necessary to retain these persons for the
continuity of the Business, even if such remunerations were not already agreed on
before 1 January 2007.


9.5                                 To the best knowledge of the Purchaser the
Cash Contribution is, in the present course of the Business, sufficient to
enable the Purchaser to continue the Business in the foreseeable future, to
enable SES and Sun HML to pay their debts when due and maintain as much as
economically possible in effect all employment conditions currently applicable
to the employees of SES and Sun HML.


10                                  INTELLECTUAL
PROPERTY RIGHTS, INFORMATION TECHNOLOGY


10.1                           The Purchaser shall not, and shall ensure
that no Affiliated Party of the Purchaser shall, after Completion, use in any
way whatsoever any trading names, domain names, or registered or unregistered
trade-marks or logos which (i) contain the name “SNAP- ON” or any abbreviation
thereof or any name or lettering which is likely to be confused with the same
or (ii) are owned by any of the Sellers, the Sellers’ Affiliated Parties or any
worldwide group company of Snap-on Inc., provided that the Purchaser shall, as
soon as practicable after the Completion, but in any event within 3 (three)
months after the Completion Date, ensure that all such trading names, domain
names, trade-marks and logos are removed from all products, business stationery
and other assets held by any Affiliated Party of the Purchaser or acquired by
the Purchaser pursuant to this Agreement, and from all premises occupied by the
Purchaser or any Affiliated Party of the Purchaser.


10.2                           The Purchaser shall not, and shall ensure
that no Affiliated Party of the Purchaser shall, for one year after Completion,
use in any way whatsoever any trading names, domain names, or registered or
unregistered trade-marks or logos which contain the name “SUN” or any
abbreviation thereof or any name or lettering which is likely to be confused
with the same, provided that the Purchaser shall, for one year after the
Completion Date, ensure that all such trading names, domain names, trade-marks
and logos are removed from all products, business stationery and other assets
held by any



 INITIALS OF SIGNATORIES
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Affiliated Party of the Purchaser or acquired
by the Purchaser pursuant to this Agreement, and from all premises occupied by
the Purchaser or any Affiliated Party of the Purchaser, with the exception of
trade-marks and trade names that are registered in the name of Sun HML and/or
SES, and with the exception of the use of the “SUN” logo, for a period of one
(1) month after the Completion Date pursuant to the Transition Services
Agreement.


10.3                           Sellers or any Affiliated Party shall not,
and shall ensure that no Affiliated Party of the Sellers shall, for one year
after the Completion, use in any way whatsoever the names “Sun Test Systems”, “Sun
Electric Systems” and “Sun HML Engineering” in a manner that is likely to be
confused with the same, and shall, for one year after the Completion Date,
ensure that all such names are removed from all products, business stationery
and other assets held by any Affiliated Party of the Sellers or acquired by the
Sellers pursuant to this Agreement, and from all premises occupied by the
Sellers or any Affiliated Party of the Sellers, with the exception of
trade-marks and trade names that are registered in the name of the Sellers. For
the avoidance of doubt, nothing in this Clause 10.3 shall prevent the Sellers
and or any worldwide group company of Snap-on Inc. to use the name “SUN” in any
other names, trading names, domain names, trade-marks and/or logos.


10.4                           Within one year after the Completion Date,
the Purchaser shall design a different logo for the word “SUN” to be used in connection
with the Purchaser’s or SES trademarks, taking into account the provisions of
Clause 10.5, for which design the prior written approval of the Sellers is
required, which approval shall not unreasonably be withheld or delayed.


10.5                           In order not to give rise to any confusion in
the public mind of there being any connection between the Sellers and their
Affiliated Parties and SES and Sun HML, the Purchaser shall procure that SES,
Sun HML and their Affiliated Parties, from time to time, shall ensure that any
utilization of the word “SUN” in a logo shall be of the same font size and have
no greater focus on “SUN” than accompanying script used in such logo and that
the word “SUN” cannot be represented in any manner whatsoever in any form of
logo artwork. For the avoidance of doubt, SCHEDULE 14 sets out the agreed form
logo that the Purchaser shall procure to be used exclusively by SES, Sun HML
and their Affiliated parties from time to time.


10.6                           The Purchaser shall not, and shall ensure
that no Affiliated Party of the Purchaser shall, after Completion, use in any
way whatsoever, any intellectual property rights or information technology
belonging to the Sellers and/or their Affiliated Parties and/or Snap-on Inc.
and/or its Affiliated Parties for which no rights are granted in this
Agreement, without prior written approval of Sellers.


11                                  FURTHER ACTION, ASSISTANCE, ACCESS TO ADMINISTRATION, TRANSITION
SERVICES


11.1                           In the event and for so long as any Party is
actively contesting or defending against any charge, complaint, suit, hearing
or investigation by a third party in connection with (i) the transaction
contemplated by this Agreement or (ii) any fact, circumstance, action, 



 INITIALS OF SIGNATORIES
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failure or act or transaction on or prior to
the Completion Date involving SES or Sun HML, the other Party shall co-operate
with it and its counsel in the contest or defence, make available its personnel
and provide such testimony and access to its books and records as shall be
necessary in connection with the contest or defence, all at the sole cost and
expense of the contesting or defending Party.


11.2                           If required by any Party for the purpose of
the preparation of tax filings and/or financial reporting and/or for the
purpose of the defence set out in Clause 8.3, the other Party shall provide on
reasonable expense, and shall cause their Affiliated Parties to provide, all
reasonable co-operation to Seller UK or Seller NL in regard thereto. Such
co-operation shall in any event include (i) the disclosure of all financial or
other relevant information relating to SES or Sun HML and their employees and
their businesses as conducted prior to the Completion Date and (ii) the
permission to make copies of such financial information.


11.3                           The Purchaser shall have the right to make
use of the Services (SCHEDULE 10) for the period and in the manner set out in
the Transition Services Agreement.


11.4                           Seller NL shall provide to the Purchaser the
books and records related to SES at Completion.


12                                  ASSIGNMENT
OF RIGHTS AND OBLIGATIONS


12.1                           The Purchaser may not assign rights and/or
obligations under this Agreement to any third party.


12.2                           In the event that the Purchaser would sell
and transfer, grant any rights, acquire or arrange for any transaction with
similar objective or effect, all or a substantial part of the Business and/or
its assets, the Shares, whether in one transaction or in a series of
transactions and whether directly, indirectly or through persons or parties
that are connected or acting in connection, to a third party, who in the past
has shown its interest in buying the Shares or the Business or a substantial
part of it and of which Mr Maarten Molenaar had knowledge or had been involved
(as will be shown by reference to the list of third parties who have received
the Offering Memorandum dated June 2006), within a period of one year after the
Completion Date, the Purchaser shall have the obligation to pay 80% of the
price received by the Purchaser in that transaction to the Sellers.


12.3                           The Purchaser shall immediately notify the
Sellers in writing of any discussions with third parties regarding a possible
transaction as described in Clause 12.2.


13                                  NON-COMPETITION



 INITIALS OF SIGNATORIES
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13.1                           Provided that the Purchaser has not breached
any of its obligations as set forth in this Agreement, the Sellers agree that
they shall not, for a period of 2 (two) years after Completion, directly or
indirectly, engage in activities that are competitive with hydraulic test
equipment for aerospace application.


13.2                           The Purchaser agrees not to assert any
intellectual property against the Sellers and their parents and affiliates in
the event such intellectual property was incorporated or used, directly or
indirectly, in existing product released for sale as of the Completion Date and
the Purchaser shall impose this obligation on any successor in title to such
intellectual property.


14                                  CONFIDENTIALITY


14.1                           Each Party undertakes not to disclose this
Agreement or any information obtained in connection with the conclusion or
performance of this Agreement to any third party, unless there is an obligation
to disclose pursuant to the law, any regulation of any officially recognised
exchange, [the 2000 Merger Code (“SER-Fusiegedragsregels
2000”)] or a binding decision of the court or any other government
authority. Insofar as possible, the Party making the disclosure shall consult
with the other Party before the disclosure about the form and contents thereof.


14.2                           The Purchaser and Maarten Molenaar undertake
not to disclose any information relating to the Sellers, the Sellers’ group of
companies or Snap-on Inc. or any of its Affiliated Parties, including business,
financial, commercial, technical, market or otherwise proprietary information,
which they may have obtained at any time before Completion in their roles as
members of a management team or otherwise.


14.3                           The Purchaser shall use all reasonable
endeavours to ensure that all employees of and any persons connected with SES
and/or Sun HML do not disclose any information as meant in Clause 14.2 to any
third party.


15                                  COSTS


15.1                           Unless this Agreement provides otherwise, all
costs incurred by a Party in preparing, concluding or performing this
Agreement, are for the Party’s own account. For the avoidance of doubt, Sun HML
shall not pay any costs in relation to the Transaction.


16                                  BINDING
EFFECT AND ENTIRE AGREEMENT


16.1                           If part of this Agreement is or becomes
invalid or non-binding, the Parties shall remain bound to the remaining part.
The Parties shall replace the invalid or non-binding part by provisions which
are valid and binding and the legal effect of which, given the contents and
purpose of this Agreement, is, to the extent possible, similar to that of the
invalid or non-binding part.



 INITIALS OF SIGNATORIES
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16.2                           This Agreement may not be annulled rescinded
or nullified (“opgezegd”, “ontbonden” of “vernietigd”) in whole or in part.


16.3                           After this Agreement terminates, for whatever
reason, Clauses and 14, 15, 16 and 18 shall remain effective.


16.4                           This Agreement may only be amended or
supplemented in writing.


16.5                           With reference to the Guidelines adopted by
the Royal Notarial Professional Organisation (“Koninklijke
Notariële Beroepsorganisatie”) and concerning forms of co-operation
between civil-law notaries among themselves or with “advocaten”,
the Purchaser expressly agrees that Boekel De Nerée N.V. shall execute the
notarial deed of transfer regarding the shares in SES pursuant to this
Agreement or resulting in connection with the Transaction.


16.6                           Applicability of the Vienna Sales Convention
(“Het Weens Koopverdrag 1980”) is
excluded.


17                                  NOTICES


17.1                           Notices and other statements in connection
with this Agreement may only be given by way of a letter sent by regular or
other mail, or by telefax, and at the recipient’s place of residence as most
recently nominated in accordance with sub clauses 2 and 3 or at another place
of residence, with receipt confirmed. Each statement must be in the English
language. A statement, which does not comply with this sub clause, shall have
no effect.


17.2                           For all matters under or pursuant to this
Agreement, each Party nominates the address referred to below as its place of
residence:


	
  

  	
  the
  Seller NL

  	
   

  
	
   

  	
  address:

  	
  Schepenbergweg 34

  
	
   

  	
  postal code and
  town:

  	
  1105 AT Amsterdam

  
	
   

  	
   

  	
  The Netherlands

  
	
   

  	
  for the
  attention of:

  	
  Dan Garramone

  
	
   

  	
   

  	
   

  
	
   

  	
  the Seller
  UK

  	
   

  
	
   

  	
  address:

  	
  Chichester House

  
	
   

  	
  postal code and
  town:

  	
  278-282 High Holborn

  
	
   

  	
   

  	
  London, WC1V7HA

  
	
   

  	
   

  	
  United Kingdom

  
	
   

  	
  for the
  attention of:

  	
  Paul Geere

  
	
   

  	
   

  	
   

  



 



 INITIALS OF SIGNATORIES
 24
 









 


	
  

  	
  Snap-on
  Inc.

  	
   

  
	
   

  	
  address:

  	
  2801-80th Street

  
	
   

  	
  postal code and
  town:

  	
  Kenosha, Wisconsin 53141

  
	
   

  	
   

  	
  United States of America

  
	
   

  	
  for the
  attention of:

  	
  Dan Garramone

  
	
   

  	
   

  	
   

  
	
   

  	
  the
  Purchaser

  	
   

  
	
   

  	
  address:

  	
  Twickellaan 8

  
	
   

  	
  postal code and
  town:

  	
  1333 SH, Almere

  
	
   

  	
   

  	
  The Netherlands

  
	
   

  	
  for the
  attention of:

  	
  Maarten Molenaar

  



 


17.3                           A Party may nominate a different place of
residence from that referred to in sub clause 2 by notifying the other Party of
that new place.


18                                  GOVERNING
LAW AND DISPUTE SETTLEMENT


18.1                           This Agreement shall be governed and
construed in accordance with the laws of the Netherlands.


18.2                           All disputes arising in connection with this
Agreement shall be finally settled by arbitration in accordance with the Rules
of Netherlands Arbitration Institute (“Nederlands
Arbitrage Instituut”) by one arbitrator and the place of the
arbitration Rotterdam.


18.3                           The arbitral proceedings shall be conducted
in Amsterdam in the English language and the tribunal shall decide in
accordance with the rules of law. The arbitral proceedings cannot be
consolidated with other arbitration proceedings pursuant to Section 1046 of the
Code of Civil Procedure (“Wetboek van Burgerlijke
Rechtsvordering”), unless those proceedings are conducted
exclusively between the Parties. The Netherlands Arbitration Institute may not
have the arbitral judgement published.



 INITIALS OF SIGNATORIES
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This Agreement may be executed in any number of counterparts, each of
which shall constitute an original, and all counterparts shall together
constitute one and the same agreement, each of equal tenor and validity,


	
  Snap-on Europe Holding B.V.

  	
  Duinmaaijer B.V.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  by: Dan
  Garramone

  title: Proxy holder (“gevolmachtigde”)

  	
  by: Maarten Molenaar

  title: Managing Director

  
	
   

  	
   

  
	
  Snap-on UK
  Holding Ltd.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  by: Dan
  Garramone

  title: Director

  	
   

  



 


The MBO Team
agrees with this Agreement and accepts to be bound by the provisions of Clauses
14, 6.2.16, 6.2.17, 6.5, 7.2.7 and 7.2.4:


	
  Maarten Molenaar

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
						



 


SES and Sun HML
agree with this Agreement and accept to be bound by the provisions of Clause
10.5:


	
  Sun Electric Systems B.V.

  	
  Sun HML Engineering Limited

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  by: Dan
  Garramone

  Proxy holder of Snap-on Europe Holding B.V.,

  as Managing Director of Sun Electric Systems B.V.

  	
  by: Paul Geere/Paul Clarke

  title: Director

  
										



 



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