exhibit10_55.htm


     

    Exhibit 10.55

     

     

    CONFIDENTIAL
TREATMENT

    


    *** Text Omitted and Filed Separately
with the Securities and Exchange Commission.  Confidential Treatment Requested
Under 17C.F.R. Sections 200.80(b)(4) and 240.24b-2

    


    


    


    


    


    SHARE
PURCHASE AGREEMENT

    


    


    Among

    


    


    


    CABOT
MICROELECTRONICS GLOBAL CORPORATION,

    


    


    


    ETERNAL
CHEMICAL CO., LTD.,

    


    MAJOR
CO-SELLERS

    and

    EPOCH
MATERIAL CO. LTD.

    


    


    


    


    


    


    


    


    December
19, 2008

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


          CONFIDENTIAL
TREATMENT

        

      

    

    


    SECTION
1.      DEFINITION AND
INTERPRETATION                                                                        
5

    SECTION
2.      PURCHASE AND SALE
OF
SHARES                                                                          
11

    SECTION
3.      THE
CLOSINGS                                                                                                                
14

    SECTION 4.      CONDITIONS
PRECEDENT TO THE
CLOSINGS                                                       
15

    SECTION
5.     
CONDUCT
BETWEEN SIGNING AND CLOSINGS                                                    
19

    SECTION
6.     
REPRESENTATIONS,
WARRANTIES AND COVENANTS OF SELLERS             23

    SECTION
7.     
REPRESENTATIONS
AND WARRANTIES OF BUYER                                           23

    SECTION
8.      INDEMNIFICATION                                                                                                       
23

    SECTION
9.     
TERMINATION                                                                                                               
25

    SECTION
10.    FORCE
MAJEURE                                                                                                           
25

    SECTION
11.    MISCELLANEOUS                                                                                                          
26

    


    


    
      
        
           


        

        
          2

          
            

          

        

        
           


          CONFIDENTIAL
TREATMENT

        

      

    

    


    


    Schedule
1.           List of
Shareholders of Epoch

    


    Schedule
1-2.        Major
Co-Sellers

    


    Schedule
1-2(A).  List of Relatives of Major Co-Sellers who are shareholders of
Epoch

    


    Schedule
1-3.        Old Plant II

    


    Schedule
1-4.        Real Property
Lease

    


    Schedule
2.            Representations,
Warranties and Covenants of Eternal

    


    Schedule
2-1.         Financial Statements
of Epoch for the fiscal year 2007

    


    Schedule
2-2.         Material changes since
September 30, 2008

    


    Schedule
2-3.         A List of each
Material Contract

    


    Schedule
2-4.         A List of the
employment information

    


    Schedule
2-5.         A List of Insurance
Policies

    


    Schedule
2-6.         A List of Proceedings
by or against Epoch

    


    Schedule
2-7.         A List of Intellectual
Properties

    


    Schedule
2-8.         A List of
Permits

    


    Schedule
2-9          List of Accounts
Receivable

    


    Schedule
2-10        A List of Lease Agreements and
Real Property Leases

    


    Schedule
2-11        A List of Tangible Personal
Property

    


    Schedule
2-12        A List of Hazardous
Materials

    


    Schedule
2-13        A List of Purchase Order and
Accounts Payable

    


    Schedule
2-14        A List of Related
Persons

    


    Schedule
3.             Buyer's
Warranty

    


    Schedule  4.            List
of Executive Officers of Epoch

    


    Schedule
5.             Closing
Documents

    


    Schedule
6.             Officers
and Clients Lists

    


    Schedule
7.             List
of Epoch Personnel to Sign Mandate/Employee Agreements

    


    Schedule
8.             Planned
Capital Commitments

    


    Schedule
9             
Chief Executive Officer and Chief Financial Officer Certified
Matters

    


    Schedule
10            
Seller’s Counsel Certified Matters

    


    Attachment
A         Schedule of
Exceptions

    


    Attachment
B          Form of Mandate or
Employment Agreements

    


    Attachment
C          Form of Non-Eternal
Share Purchase Agreement

    


    


    
      
        
           


        

        
          3

          
            

          

        

        
           


          CONFIDENTIAL
TREATMENT

        

      

    

    


    SHARE
PURCHASE AGREEMENT

    


    


    THIS
SHARE PURCHASE AGREEMENT (the "Agreement") is entered into on
the

    19th
day of December, 2008 by and among the following parties (sometimes hereinafter
referred to as the "Parties"):

    


    
      	
              (1)

            	
              Cabot Microelectronics Global
      Corporation, a corporation organized and existing under the laws of
      the State of Delaware, U.S.A., with its registered office at 870 N.
      Commons Drive, Aurora, Illinois 60504, U.S.A (hereinafter referred to
      as  “Buyer");

            


    

    


    
      	
              (2)

            	
              Eternal Chemical Co., Ltd.
      (hereinafter referred to as
"Eternal");

            


    

     

    (3)          
Major Co-Sellers (as hereinafter
defined);


    
      	
               
      

            	
              and

            


    

    


    
      	
              (4)

            	
              Epoch Material Co. Ltd.
      (hereinafter referred to "Epoch").

            


    

    


    


    


    THE
PARTIES ENTER INTO THIS AGREEMENT based upon the following facts, intentions and
understandings:

     

    
      


      
        	
                A.  

              	
                Eternal
      is the majority shareholder of Epoch, a company organized and existing
      under the laws of the ROC as a company limited by shares with its
      principal office at no. 2, Luke 8th Road,
      Kaohsiung Science Park, Lu-Chuh Hsiang, Kaohsiung County, Taiwan
      82151, ROC (Uniform
Number: 80725596).

              


      

      


      
        	
                B.  

              	
                Eternal
      owns approximately eighty-eight point six percent (88.6%) of the total
      issued and outstanding capital stock of Epoch, consisting of 40,516,442
      shares of capital stock of Epoch (the “Eternal Shares”), and the employees
      of Epoch and Eternal and certain other individuals in the aggregate own
      the remaining approximately eleven point four percent (11.4%) of the
      capital stock of Epoch (the "Non-Eternal Shareholders"), consisting of
      5,213,558 shares (the “Non-Eternal Shares”). Details of the address
      and number of shares held by each shareholder in Epoch are specified in
      Schedule 1 as
      attached hereto.

              


      

      


      
        	
                C.  

              	
                Buyer
      will enter into share purchase agreements with the holders (the "First
      Co-Sellers") of the Non-Eternal Shares to acquire all of the Non-Eternal
      Shares at the First Closing (as defined herein) (“Non-Eternal Share
      Purchase Agreement”), provided, however, that notwithstanding the
      foregoing, certain Non-Eternal Shareholders who own not more than 0.5% of
      the total issued and outstanding capital stock of Epoch may fail to be
      located or may fail to execute share purchase agreements with the Buyer
      without causing a failure of a condition precedent to the obligations of
      Buyer hereunder. The Major Co-Sellers, who are part of and included
      in the First Co-Sellers, desire to enter into this Agreement for the
      limited purpose of committing to sign, and cause their relatives to sign,
      the Non-Eternal Share Purchase Agreement as provided in Section
      2.1(a)(ii) hereof. Eternal shall use its best efforts to locate the
      Non-Eternal Shareholders and cause them to enter into Non-Eternal Share
      Purchase Agreements with Buyer.

              


      

      


       

      
 

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

          CONFIDENTIAL
TREATMENT

        

      

      


      
        	
                D.  

              	
                Buyer
      desires to purchase all of the Eternal Shares and the Non-Eternal
      Shares to obtain direct ownership of all of the ownership interest of
      Epoch, which owns the Epoch Business (as hereinafter defined) and the
      Epoch Assets (as hereinafter defined).  Epoch is engaged in the
      development, production and sales of chemical
      mechanical planarization ("CMP") slurry products, CMP clean
      solutions, liquid crystal display slurry products, and various other
      polishing products, including the resale of certain consumable products
      such as o-rings and filters, for use in various polishing or planarization
      applications for the semiconductor, flat panel display, and other
      industries.

              


      

      


      
        	
                E.  

              	
                Epoch
      has acquired, developed, owned, leased, and operated certain assets and
      properties, including, but not limited to, intangible property,
      leaseholds, licenses, intellectual property and permits required for
      conducting the Epoch Business.

              


      

      


      
        	
                F.  

              	
                At
      the First Closing (as hereinafter defined), Eternal and First
      Co-Sellers will sell to Buyer the First Shares (as hereinafter
      defined), in the aggregate representing 90% of the total issued and
      outstanding capital stock of Epoch to Buyer and including all of the
      Non-Eternal Shares (subject to the exception of not more than 0.5% of
      the issued and outstanding capital stock as set forth in Paragraph B,
      provided, that in such event Eternal shall sell such additional shares to
      Buyer as may be necessary to transfer 90% of the issued and outstanding
      shares of Epoch to Buyer at the First Closing) at a price per share of
      USD$1.44325388, and at the Second Closing (as hereinafter defined) Eternal
       will sell all of the remainder of its shares to Buyer at a price per
      share of USD$1.44325388  Subject to the Working Capital
      Adjustment, if any, provided for in Section 2.2(a)(ii), the total purchase
      price that Buyer will pay to Eternal for the Eternal Shares (as
      hereinafter defined) is USD$58,475,512 (which is the price per share of
      USD$1.44325388, multiplied by the number (40,516,442) of Eternal
      Shares).

              


      

      


      
        	
                G.  

              	
                Epoch
      desires to enter this Agreement for the limited purpose of agreeing to the
      matters set forth in Sections 4, 5, and 6 hereof, where
      applicable.

              


      

      
 

    

    NOW,
THEREFORE, FOR AND IN CONSIDERATION of the premises and mutual covenants,
warranties and conditions herein contained, the Parties hereby agree as
follows:

    


    
      	
              SECTION
      1  

            	
                         DEFINITION
      AND INTERPRETATION

            


    

     

    
      	
              1.1.  

            	
              Definition and
      Interpretation

            


    

    


    In this
Agreement the following definitions and rules of interpretation shall
apply:

    


    
      	
              "Breach"

            	
              means
      any material breach of, or any material inaccuracy in, any representation
      or warranty or any breach of, or material failure to perform or
      substantially comply with, any covenant or obligation, in or of this
      Agreement or any other Contract, or any material event which with the
      passing of time or the giving of notice, or both, would constitute such a
      breach, inaccuracy or failure.

            
	
              "CMC
    Group"

            	
              means
      Cabot Microelectronics Corporation, a corporation organized and existing
      under the laws of the State of Delaware, U.S.A., with its principal
      offices at 870 Commons Drive, Aurora, Illinois 60504, U.S.A. and its
      affiliates, direct and indirect, wholly owned subsidiaries, including, but
      not limited to the Buyer.

            
	
              "Closings"

            	
              means
      the First Closing and the Second Closing.

            
	
              "Conflict"

            	
              means
      conflict with, or any violation of or default under (with or without
      notice or lapse of time, or both) any obligation or benefit, including,
      but not limited to, such conflicts, violations or defaults giving rise to
      a right of termination, cancellation, modification or acceleration of any
      obligation or benefit.

            
	
              "Consent"

            	
              means
      any approval, consent, ratification, waiver or other required
      authorization.

            
	
              "Contemplated
      Transactions"

            	
              means
      all of the transactions, including the First Transaction and the Second
      Transaction, contemplated by this Agreement.

            
	
              "Contract"

            	
              means
      any agreement, contract, Lease, consensual obligation, promise or
      undertaking (whether written or oral and whether express or
      implied).

            
	
              "Encumbrance"

            	
              means
      any charge, claim, community or other marital property interest,
      condition, equitable interest, lien, option, pledge, security interest,
      mortgage, right of way, easement, encroachment, servitude, right of first
      option, right of first refusal or similar restriction, including any
      restriction on use, voting (in the case of any security or equity
      interest), transfer, receipt of income or exercise of any other attribute
      of ownership.

            
	
              "Environment"

            	
              means
      soil, land surface or subsurface strata, surface waters (including
      navigable waters and ocean waters), publicly or privately owned treatment
      works, drains, sewer systems (including septic systems), wetlands,
      groundwaters, drinking water supply, stream sediments, ambient air
      (including indoor air) and any other environmental medium or natural
      resource.

            
	
              "Environmental
      Health and Safety Liabilities"

            	
              means
      any cost, damages, expense, Liability, obligation or other responsibility
      arising from or under any Environmental Law or Occupational Safety and
      Health Law, including those consisting of or relating to:

              (a)  any
      environmental, health or safety matter or condition (including on-site or
      off-site contamination, occupational safety and health and regulation of
      any chemical substance or product);

              (b)  any
      fine, penalty, judgment, award, settlement, legal or administrative
      proceeding, damages, loss, claim, demand or response, remedial or
      inspection cost or expense arising under any Environmental Law or
      Occupational Safety and Health Law, including, but not limited to,
      attorney, expert and consultant fees and costs;

              (c)   financial
      responsibility under any Environmental Law or Occupational Safety and
      Health Law for cleanup costs or corrective action, including any cleanup,
      removal, containment or other remediation or response actions ("Cleanup")
      required by any Environmental Law or Occupational Safety and Health Law
      (whether or not such Cleanup has been required or requested by any
      Governmental Body or any other Person) and for any natural resource
      damages;

              (d)  any
      compliance, corrective, remedial or other action or liability related
      to or arising from Eternal’s and Epoch’s operation of the Old Plant II on
      Eternal’s property; or

               (e) any
      other compliance, corrective or remedial measure required under any
      Environmental Law or Occupational Safety and Health
Law.

            
	
              "Environmental
      Law"

            	
              means
      any Legal Requirement, including but not limited to, Air Pollution Control
      Act, Water Pollution Control Act, Waste Clearance Act, Toxic Chemical
      Substance Control Act, Soil and Groundwater Pollution Remediation Act, at
      any time in force or effect in the ROC, relating to:

              (a)  emissions,
      discharges, spills, Release of Hazardous Material into the
      Environment;

              (b) 
      the use, treatment, storage, disposal, handling, manufacturing,
      transportation or shipment of Hazardous Material;

              (c)  the
      regulation of storage tanks;

              (d)  assuring
      that products are designed, formulated, packaged and used so that they do
      not present unreasonable risks to human health or the Environment when
      used or disposed; or

              (e)  otherwise
      relating to pollution or the protection of human health or the
      Environment.

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

        CONFIDENTIAL
TREATMENT

      

    

     

    
      	
              "Epoch
      Assets"

            	
              means
      the assets, Facilities, licenses, permits or any other Tangible Personal
      Property or intangible property owned or used by Epoch in the conduct of
      the Epoch Business as of the First Closing Date, as described under
      Section 6 of Schedule 2.A, except for (i) any rights related to 3D wire
      bond, (ii) 50% of the rights related to the patents application of 3D TSV,
      which has been filed by Epoch, and are to be co-owned
      by  Eternal and Buyer in accordance with Section 5.9, and (iii)
      the trademarks owned by Epoch with the word “Eternal” to be transferred to
      Eternal in accordance with Section 5 .10.

               

            
	
              "Epoch
      Business"

            	
              means
      the business as currently conducted by Epoch as of the date of this
      Agreement, which includes the development, production and sales
      of  chemical mechanical planarization (CMP) slurry products, CMP
      clean solutions, liquid crystal display slurry and clean products, and
      various other polishing products, including the resale of certain
      consumable products such as o-rings and filters, for use in various
      polishing and planarization applications for the semiconductor, flat panel
      display, and other industries, excluding the current business related to
      the wire bond in 3D applications.

            
	
              "Eternal
      First Shares”

            	
              Means
      the First Shares minus the number of shares transferred by the First
      Co-Sellers to Buyer in the First Closing.

            
	
              “Eternal
      First Purchase Price”

            	
              Means
      the aggregate purchase price for the Eternal First Shares calculated based
      on the price per share set forth in the definition of “First Purchase
      Price”, subject to any Working Capital Adjustment as provided in Section
      2.2(a)(ii).

            
	
              “Eternal
      Second Purchase Price”

            	
              Means
      the aggregate purchase price for the Eternal Second Shares calculated
      based on the price per share set forth in the definition of “First
      Purchase Price”.

            
	
              “Eternal
      Second Shares”

            	
              Means
      the remaining shares of the issued and outstanding capital stock of Epoch
      held by Eternal after the First Closing.

            
	
              "Eternal
      Shares"

            	
              Means
      the 40,516,442 shares of the issued and outstanding capital stock of Epoch
      owned by Eternal as of the date hereof and prior to the First Closing,
      which includes the one thousand (1000) shares to be transferred by Eternal
      to Buyer pursuant to Section 5.7.

               

            
	
              "Facilities"

            	
              Means
      any real property, leasehold or other interest in real property currently
      owned or operated by Epoch.

              Notwithstanding
      the foregoing, for purposes of the definitions of "Hazardous Activity" and
      "Remedial Action" and Section 22 under the Schedule 2.A hereunder
      ("Environmental Matters"), "Facilities" shall mean any real property,
      leasehold or other interest in real property currently or formerly owned
      or operated by Epoch.

            
	
              "First Closing"

            	
              has
      the meaning under Section 3.1 (a).

            
	
              "First
      Closing Date"

            	
              has
      the meaning under Section 3.1 (a).

            
	
              "First
      Purchase Price"

            	
              means
      the aggregate purchase price for the First Shares of
      fifty-nine-million-four-hundred-thousand United States Dollars
      (USD$59,400,000), which equates to the price per share of USD$1.44325388,
      multiplied by the number of First Shares (41,157,000), to be paid in an
      aggregate amount of NT$ converted at the closing spot buying exchange rate
      between one USD and NT$ as posted by Bank of Taiwan seven business days
      prior to the First Closing Date, subject to the Working Capital
      Adjustment, if any, provided for in Section 2.2(a)(ii).

            
	
              "First
      Co-Sellers"

            	
              has
      the meaning set forth in Paragraph C of the recitals above and includes
      the Major Co-Sellers.

            
	
              "First Shares"

            	
              means
      a total of 41,157,000 shares of the capital stock of Epoch, constituting
      90% of the issued and outstanding capital stock of Epoch, to be delivered
      to the Buyer at the First Closing by Eternal and the First Co-Sellers,
      including and together with all rights, interests, entitlement to
      dividends, earnings and profits of Epoch as of the First Closing
      Date.

            
	
              "First
      Transaction"

            	
              means
      the sale and purchase of the First Shares, and the indirect ownership and
      interests in the Epoch Business and Epoch Assets contemplated by this
      Agreement and any part of that transaction.

            
	
              "First Trust
      Account"

               

            	
              means
      the trust account for the First Trust Amount in accordance with Section
      2.5 hereof.

            
	
              "First Trust
      Amount"

            	
              means
      an amount equivalent to ten percent (10%) of the Eternal First Purchase
      Price plus five-hundred-thousand United States dollars (USD$500,000), to
      be deposited by Eternal into the First Trust Account at the First Closing,
      contemporaneous with Buyer’s payment of the First Purchase Price, in
      accordance with Section 2.5 hereof.

            
	
              "GAAP"

            	
              means
      generally accepted accounting principles for financial reporting in the
      ROC.

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

        CONFIDENTIAL
TREATMENT

      

    

     

    
      	
              "Governing
      Documents"

            	
              means
      with respect to any particular entity, (a) if a corporation, the articles
      or certificate of incorporation and the bylaws; (b) all
      equity holders' agreements, voting agreements, voting trust
      agreements, joint venture agreements, registration rights agreements or
      other agreements or documents relating to the organization, management or
      operation of any Person or relating to the rights, duties and obligations
      of the equity holders of any Person; and (c) any amendment or
      supplement to any of the foregoing.

            
	
              "Governmental
      Authorization"

            	
              means
      any Consent, license, registration or permit issued, granted, given or
      otherwise made available by or under the authority of any Governmental
      Body or pursuant to any Legal Requirement.

            
	
              "Governmental
      Body"

            	
              means
      any:

              (a) nation,
      municipality, county, city, town,  village, district or other
      jurisdiction;

               

              (b) national,
      local, municipal, foreign or other government;

               

              (c) governmental
      or quasi-governmental authority of any nature (including any agency,
      branch, department, board, commission, court, tribunal or other entity
      exercising governmental or quasi-governmental powers); or,

               

              (d) body
      exercising, or entitled or purporting to exercise, any administrative,
      executive, judicial, legislative, police, regulatory or taxing authority
      or power,

               

              in
      the ROC or in any other jurisdiction in which Epoch conducts business or
      has business conducted on its behalf.

            
	
              “Hazardous
      Activity”

            	
              means
      the distribution, generation, handling, importing, management,
      manufacturing, processing, production, refinement, Release, storage,
      transfer, transportation, treatment or use (including any withdrawal or
      other use of groundwater) of Hazardous Material in, on, under, about or
      from any of the Facilities or any part thereof into the Environment and
      any other act, business, operation or thing that increases the danger, or
      risk of danger, or poses an unreasonable risk of harm, to persons or
      property on or off the Facilities.

            
	
              “Hazardous
      Material”

            	
              means
      at any time, any substance, material or waste which is regulated by any
      Governmental Body, including any material, substance or waste which is
      defined as a “hazardous substance,” “contaminant,”
      “pollutant,” “general waste, “ “hazardous industrial
      waste,” “general industrial waste,” “public nuisance”, or “toxic
      chemical substance” under any provision of Environmental Law, and
      including radon, petroleum, petroleum products, asbestos (including, but
      not limited to, presumed asbestos-containing material or
      asbestos-containing material), radioactive material, PCB-containing
      materials, urea formaldehyde, polychlorinated biphenyls,
      trichloroethylene, perchloroethylene, mineral spirits, kerosene and naptha
      solvents.

            
	
              “Indemnified
      Amount”

            	
              means
      the amount of Losses to be indemnified under Section 8 of this
      Agreement.

            
	
              “Inventories”

            	
              means
      all inventories of Epoch, wherever located, including all finished goods,
      work in process, raw materials, spare parts and all other materials and
      supplies to be used or consumed by Epoch in the production or sale of
      finished goods.

            
	
              “Knowledge”

            	
              an
      individual will be deemed to have Knowledge of a particular fact or other
      matter if: (a) that individual is actually aware of that fact or matter;
      or (b)a prudent individual reasonably could be expected to discover or
      otherwise become aware of that fact or matter in the course of conducting
      a reasonable investigation regarding the accuracy of any representation or
      warranty contained in this Agreement.

              A
      Person (other than an individual) will be deemed to have Knowledge of a
      particular fact or other matter if any individual who is serving as a
      director of that Person has, or at any time had, Knowledge of that fact or
      other matter (as set forth in (a) and (b) above), and any such individual
      (and any individual party to this Agreement) will be deemed to have
      conducted a reasonable investigation regarding the accuracy of the
      representations and warranties made herein by that Person or
      individual.

               

              Without
      limiting the foregoing, Eternal will also be deemed to have Knowledge of a
      particular fact or other matter if any officer or director of Epoch has,
      or at any time had, Knowledge of that fact or other matter (as set forth
      in (a) and (b) above).

            
	
              “Lease”

            	
              means
      any real property lease or any lease or rental agreement, license, right
      to use or installment and conditional sale agreement to which Epoch is a
      party and any other Epoch Contract pertaining to the leasing or use of any
      Tangible Personal Property.

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

        CONFIDENTIAL
TREATMENT

      

    

     

    
      	
              “Legal
      Requirement”

            	
              means
      any law, code, regulation, statute or treaty, prevailing and in force in
      the ROC, whether national, local, foreign, international or
      multinational.

            
	
              “Liabilities”

            	
              means
      with respect to any Person, any liability or obligation of such Person of
      any kind, character or description, whether known or unknown absolute or
      contingent, accrued or unaccrued, disputed or undisputed, liquidated or
      unliquidated, secured or unsecured, joint or several, due or to become
      due, vested or unvested, executory, determined, determinable or otherwise,
      and whether or not the same is required to be accrued on the financial
      statements of such Person.

            
	
              “Loss”

            	
              means
      all claims, expenses (including reasonable attorneys’ fees), losses and
      Liabilities in accordance with Section 8.1 hereof.

            
	
              "Major
      Co-Sellers”

            	
              means
      those First Co-Sellers listed on Schedule 1-2 who will sign this Agreement
      for the limited purpose of committing to signing, and causing their
      relatives to sign, the Non-Eternal Share Purchase Agreements as provided
      in Section 2.1(a)(ii) hereof.

            
	
              “Material
      Adverse Effect”

            	
              means
      any change, event or effect that is not directly and specifically
      attributable to CMC Group in Buyer’s reasonable determination (to the
      extent necessary, as supported by the assessment of an independent third
      party chosen by the Parties), and is or could reasonably be expected to be
      materially adverse to: (a) the results of operations, financial condition,
      business, prospects, rights, properties, assets (including any material
      damage or destruction or loss of any of the assets of Epoch that could
      materially and adversely affect its business) or Liabilities of Epoch,
      including materially adverse developments in the industry in which Epoch
      operates, (b) Epoch’s relations with its management, employees, creditors,
      suppliers, customers, or others having business relationships with Epoch,
      in each case, taken as a whole, (c) the ability of Epoch and Eternal to
      consummate the Contemplated Transactions or perform their obligations
      hereunder; provided, that conditions resulting from the announcement of
      the Contemplated Transactions shall not be deemed to constitute, and shall
      not be taken into account in determining whether there has been, a
      Material Adverse Effect, (d) any borrowing or Contracts to borrow money
      through loans or otherwise by Epoch that could materially and adversely
      affect its business, (e) any distribution or payment by Epoch to Eternal
      or to any entity controlled, directly or indirectly, by any of them (other
      than dividends properly declared) that could materially and adversely
      affect Epoch’s business, (f) any other change which materially and
      adversely affects the business or prospects of Epoch, including any
      material excursion related to any of Epoch’s products, or (g) any event
      which is outside Epoch’s Ordinary Course of Business that could materially
      and adversely affect its business.

            
	
              "Non-Eternal
      Shareholders"

            	
              means
      the shareholders of Epoch other than Eternal.

            
	
              "Non-Eternal
      Shares"

            	
              means
      the 5,213,558 shares of the issued and outstanding capital stock of Epoch
      owned by the Non-Eternal Shareholders as of the date hereof and prior to
      the First Closing.

            
	
              “NT$”

            	
              means
      the currency of New Taiwan dollar in  ROC.

            
	
              “Old
      Plant II”

            	
              means
      the plant set forth on Schedule 1-3.

            
	
              "Order"

            	
              means
      any order, injunction, judgment, decree, ruling, assessment or arbitration
      award of any Governmental Body or arbitrator.

            
	
              "Ordinary
      Course of Business"

            	
              an
      action taken by a Person will be deemed to have been taken in the Ordinary
      Course of Business only if that action:

              (a)is
      consistent in nature, scope and magnitude with the past practices of such
      Person and is taken in the ordinary course of the normal operations of
      such Person; and

              (b)does
      not require authorization by the board of directors or shareholders of
      such Person (or by any Person or group of Persons exercising similar
      authority) and does not require any other separate or special
      authorization of any nature;

              or

              (c)is
      similar in nature, scope and magnitude to actions customarily taken,
      without any separate or special authorization, in the ordinary course of
      the normal operations of other Persons that are in the same line of
      business as such Person.

            
	
              "Occupational
      Safety and Health Law"

            	
              means
      any Legal Requirement relating to the prevention of occupational accidents
      or protection of labor safety and health, including but not limited to,
      Labor Safety and Health Act, Factory Act, Environmental Agents Control
      Act, Labor Inspection Act, Protection for Workers Incurring Occupational
      Accidents Act and other applicable laws and regulations in the
      ROC.

            
	
              "Party"

            	
              means
      a party to this Agreement.

            


    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

        CONFIDENTIAL
TREATMENT

      

    

     

    
      	
              "Person"

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

            
	
              "Proceeding"

            	
              means
      any action, arbitration, audit, hearing, investigation, litigation or suit
      (whether civil, criminal, administrative, judicial or investigative,
      whether formal or informal, whether public or private) commenced, brought,
      conducted or heard by or before, or otherwise involving, any Governmental
      Body or arbitrator.

            
	
              "Real
      Property Lease"

            	
              means
      the Leases of the properties listed on Schedule 1-4.

            
	
              "Record"

            	
              means information that is inscribed on
      a tangible medium or that is stored in an electronic or other medium and is retrievable in
      perceivable form.

            
	
              "Related
      Person"

            	
              means, in
      relation to the relevant Party, any other Person who, directly or
      indirectly, controls, is controlled by, or is under common control with
      such Party.

            
	
              "Release"

            	
              means
      any release, spill, emission, leaking, pumping, pouring, dumping,
      emptying, injection, deposit, disposal, discharge, dispersal, leaching or
      migration on or into the Environment or into or out of any
      property.

            
	
              "Remedial
      Action"

            	
              means
      all actions, including any capital expenditures, required or voluntarily
      undertaken (a) to clean up, remove, treat or in any other way address any
      Hazardous Material or other substance; (b) to prevent the Release or to
      minimize the further Release of any Hazardous Material or other substance
      so it does not migrate or endanger or threaten to endanger public health
      or welfare or the Environment; (c) to perform pre-remedial studies and
      investigations or post-remedial monitoring and care; or  (d) to
      bring all Facilities and the operations conducted thereon into compliance
      with Environmental Laws and environmental Governmental
      Authorizations.

            
	
              "Representations,
      Warranties and Covenants"

            	
              means
      the representations, warranties and covenants set out in Schedules 2 or 3, as
      applicable.

            
	
              "ROC"

            	
              means
      the Republic of China.

            
	
              "Second
      Closing"

            	
              has
      the meaning under Section 3.1 (b).

            
	
              "Second
      Closing Date"

            	
              has
      the meaning under Section 3.1 (b).

            
	
              "Second
      Co-Sellers"

            	
              has
      the meaning set forth in Section 3.2(j).

            
	
              "Second
      Shares"

            	
              means
      the Eternal Second Shares plus any shares sold by the Second Co-Sellers,
      to be delivered to the Buyer at the Second Closing by Eternal and the
      Second Co-Sellers, including and together with all rights, interests,
      entitlement to dividends, earnings and profits of Epoch as of the Second
      Closing Date, the aggregate of which constitutes 4,573,000 shares, which
      constitutes ten percent (10%) of the issued and outstanding capital stock
      of Epoch, minus not more than 0.5% of the total issued and outstanding
      capital stock of Epoch held by Non-Eternal Shareholders as of the First
      Closing, if any.

            
	
              "Second
      Purchase Price"

            	
              means
      the purchase price for the Second Shares calculated as follows:
      six-million-six-hundred-thousand United States Dollars (USD$6,600,000)
      (which is the price per share of USD$1.44325388, multiplied by the maximum
      possible number of Second Shares,   minus the following:
      the sum of (a) an amount equal to i) the price per share of
      USD$1.44325388, multiplied by the number of shares delivered at the Second
      Closing by the Second Co-Sellers, if any; subtracted from ii) the
      price per share of USD$1.44325388, multiplied by the number of remaining
      shares, if any, held by Non-Eternal Shareholders immediately after the
      First Closing; plus, b) an amount equal to any dividends paid either by
      Epoch to Eternal or by Buyer to any Second Co-Sellers related to their
      shareholding in Epoch after the date of signing this Agreement; such
      Second Purchase Price to be paid in an aggregate amount of NT$
      converted  at the closing spot buying exchange rate between one
      USD and NT$ as posted by Bank of Taiwan seven business days prior to the
      Second Closing.

            
	
              "Second
      Transaction"

            	
              means
      the sale and purchase of the Second Shares.

            
	
              "Second Trust
      Account"

            	
              means
      the escrow account for the Second Trust Amount in accordance with Section
      2.6 hereof.

            
	
              "Second Trust
      Amount"

               

            	
              means
      the Eternal Second Purchase Price, which amount shall
      be  deposited by the Buyer in the Second Trust Account at the
      First Closing in accordance with Section 2.6 hereof.

            
	
              "Sellers"

            	
              means
      Eternal, the First Co-Sellers and the Second Co-Sellers, if any,
      collectively.

            
	
              "Tangible
      Personal Property"

            	
              means
      all machinery, equipment (including, but not limited to, demonstration
      equipment), tools, furniture, office equipment, computer hardware,
      supplies, materials, vehicles and other items of tangible personal
      property (other than Inventories) of every kind owned or leased by Epoch
      (wherever located and whether or not carried on Epoch’s books), together
      with any express or implied warranty by the manufacturers or sellers or
      lessors of any item or component part thereof and all maintenance records
      and other documents relating thereto.

            
	
              "Tax"

            	
              means
      any income, gross receipts, license, payroll, employment, excise,
      severance, stamp, occupation, premium, property, environmental, windfall
      profit, customs, vehicle, or other title or registration, capital stock,
      franchise, employees' income withholding, foreign or domestic withholding,
      unemployment, disability, real property, personal property, sales, use,
      transfer, value added, alternative, add-on minimum and other tax, fee,
      assessment, levy, tariff, charge or duty of any kind whatsoever and any
      interest, penalty, addition or additional amount thereon imposed, assessed
      or collected by or under the authority of any Governmental Body or payable
      under any tax-sharing agreement or any other similar
    Contract.

            


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

        CONFIDENTIAL
TREATMENT

      

    

     

    
      	
              "Third
      Party"

            	
              means
      a Person that is not a party to this Agreement.

            
	
              “Total
      Shares”

            	
              means
      the sum of the First Shares and the Second Shares.

            
	
              "Total
      Purchase Price"

            	
              means
      the sum of the First Purchase Price and the Second Purchase Price, the
      aggregate of which shall not exceed sixty-six-million United States
      dollars (USD$66,000,000), subject to the Working Capital Adjustment, if
      any, provided for in Section 2.2(a)(ii).

            
	
              “Updated
      Due Diligence”

            	
              means
      confirmatory or additional due diligence (including, but not limited to
      (i) detailed due diligence related to formulas, composition information
      and raw materials constituting any part of Epoch’s product and
      intellectual property portfolios (ii) appraisals of property, plant and
      equipment, (iii) physical inventories, (iv) additional or subsequent
      financial information, and (v) employee information).

            
	
              "USD"

            	
              means
      United States dollars.

            
	
              "Warranty
      Period for Environmental Issues"

            	
              means
      the period from signing of this Agreement by the Parties until the date
      three years after the First Closing Date during which the Representations,
      Warranties and Covenants under this Agreement with respect to
      environmental issues are valid and in force.

            
	
              "Warranty
      Period for General Matters"

            	
              means
      the period from signing of this Agreement by the Parties until the
      date three years after the First Closing Date during which the
      Representations, Warranties and Covenants in this Agreement with respect
      to all matters other than Taxes, pension and employee benefit matters, and
      environmental issues shall be valid and in force.

            
	
              "Warranty
      Period for Pension and Employee Benefit Matters

            	
              means
      the period from signing of this Agreement by the Parties until the date
      three years after the First Closing Date during which the
      Representations,  Warranties and Covenants in this Agreement
      with respect to all employee benefit matters shall be valid and in
      force.

            
	
              "Warranty
      Period for Taxes"

            	
              means
      the period from signing of this Agreement by the Parties until the later
      of (i) the date three years after the First Closing Date and (ii)
      expiration of the statute of limitations applicable to tax years through
      calendar year 2008 and the period of calendar year 2009 prior to the First
      Closing Date, during which the Representations, Warranties and Covenants
      with respect to Taxes under this Agreement are valid and in
      force.

            
	
              “Working
      Capital” and

              “Working
      Capital Adjustment”

            	
              means
      as defined in Section 2.2 (a)(ii) and
(iii).

            


    

     

     

     

    
      	
              1.2.  

            	
              Clause
      and schedule headings do not affect the interpretation of this
      Agreement.  References to clauses, sub-clauses and schedules are
      to the clauses and sub-clauses of and schedules to this
      Agreement.

            


    

     

    
      	
              1.3.  

            	
              The
      schedules shall form part of this Agreement and shall have the same force
      and effect as if expressly set out in the body of this Agreement, and any
      reference to this Agreement shall include the
  schedules.

            


    

     

    
      	
              1.4.  

            	
              Words
      in the singular include the plural and in the plural include the
      singular.

            


    

     

    
      	
              1.5.  

            	
              A
      reference to one gender includes a reference to the other
      gender.

            


    

     

    
      	
              1.6.  

            	
              A
      reference to a law is a reference to it as it is in force for the time
      being taking account of any amendment, extension, application or
      re-enactment and includes any subordinate legislation for the time being
      in force made under it.

            


    

     

    
      	
              1.7.  

            	
              Documents
      in agreed form are documents in the form agreed to by the
      Parties.

            


    

     

    
 

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

        CONFIDENTIAL
TREATMENT

      

    

    


    
      	
              SECTION
      2  

            	
                         PURCHASE
      AND SALE OF SHARES

            


    

    


    
      	
              2.1.  

            	
              Purchase and
      Sale
      of
      Shares

            


    

    


    Subject
to the terms and conditions of this Agreement, Eternal hereby agrees to sell and
transfer and cause the sale and transfer of the Total Shares, including all the
rights, privileges, interests, dividends or benefits in association thereof and
indirect ownership and controlling interests in the Epoch Assets and Epoch
Business to Buyer, and Buyer hereby agrees to purchase, or procure to be
purchased, the Total Shares, from Eternal and Non-Eternal Shareholders of
Epoch. 

    


    Epoch
asserts that in its fiscal year 2008 books it has accounted and reserved for in
entirety Epoch’s obligations regarding its underfunded pensions, profit sharing
to employees, obsolete inventory and inventory of below-standard quality,
and Epoch’s 2008 business income taxes, and Epoch’s books prior to First Closing
will have accounted for in entirety Epoch’s obligations for the disposition of
the assets of Old Plant II, and Epoch will satisfy all of these obligations
prior to or in accordance with the First Closing or in the Working Capital
Adjustment as provided herein; Buyer and Eternal have taken these obligations
and the means by which Epoch will satisfy them as provided in this Agreement
into account in agreeing upon the Total Purchase Price.

    


    
      	
              a.  

            	
              Sale of the First
      Shares

            


    

    


    (i)        Eternal,
subject to applicable closing conditions, hereby agrees to sell and
transfer, and cause the First Co-Sellers to sell and transfer, all their
respective right, title and interest in and to the First Shares to Buyer, which
shall include the 1,000 shares transferred to Buyer pursuant to Section 5.7, and
Buyer, subject to applicable closing conditions, hereby agrees to purchase, or
procure to be purchased, the First Shares from Eternal and the First
Co-Sellers as of the First Closing at a price per share of
USD$1.44325388.

    


    (ii)                  The
Major Co-Sellers, subject to applicable closing conditions, hereby agree to, and
cause its respective relatives listed on Schedule 1-2 (A) to, sign the
Non-Eternal Share Purchase Agreement to sell and transfer all of their
respective right, title and interest in and to their respective Shares to Buyer
three business days prior to the First Closing at a price per share of
USD$1.44325388.  The parties agree that the obligations under this
Section 2.1(a)(ii) are the Major Co-Sellers’ sole obligations under this
Agreement.

    


    


    
      	
              b.  

            	
              Sale of the Second
      Shares

            


    

    


    Eternal,
subject to applicable closing conditions, further agrees to sell and transfer,
and cause the Second Co-Sellers, if any, to sell and transfer, of all their
respective right, title and interest in and to the Second Shares to Buyer, and
Buyer, subject to applicable closing conditions, hereby agrees to purchase or
procure to be purchased the Second Shares, from Eternal and the Second
Co-Sellers, if any, as of the Second Closing at a price per share of
USD$1.44325388.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

        CONFIDENTIAL
TREATMENT

      

    

    
 

    
      	
              2.2.  

            	
              Purchase Price
      of Shares and Working
      Capital Adjustment

            


    

    


    
      	
              a.  

            	
              First Purchase Price;
      Working Capital Adjustment

            


    

    


    
      	
              (i)  

            	
              First Purchase
      Price

            


    

    


    As of the
First Closing, in consideration for the First Shares, Buyer shall pay to
Eternal and each of the First Co-Sellers, either directly to each First
Co-Seller or through the agent agreed upon by both parties, respectively
according to each Eternal’s and each First Co-Seller’s instruction, in the form
of bank checks or by wire transfer, at the option of Buyer, the First Purchase
Price, excluding the security transaction tax to be withheld by Buyer
pursuant to Section 2.3 of this Agreement.

    


    


    
      	
              (ii)  

            	
              Working
      Capital Adjustment: Amount and Payment.  The "Adjustment Amount"
      (which may be a positive or negative number) will be equal to Eternal’s
      shareholding percentage in Epoch (i.e., 88.6%) multiplied by the amount
      (“Difference”) determined as
follows:

            


    

    


    
      	
              (A)  

            	
              If
      Closing Working Capital is between NT$300 million (NT$300,000,000) and
      NT$380 million (NT$380,000,000), the Adjustment Amount will equal zero and
      no adjustment of the Eternal First Purchase Price based on the Closing
      Working Capital shall occur.

            


    

    


    
      	
              (B)  

            	
              If
      Closing Working Capital is less than NT$300 million (NT$300,000,000) or
      greater than NT$380 million (NT$380,000,000), the Eternal First Purchase
      Price shall be adjusted  as follows:  (i) if Closing
      Working Capital is greater than NT$380 million (NT$380,000,000), the
      Difference will equal the amount by which Closing Working Capital exceeds
      NT$380 million (NT$380,000,000)  and the Adjustment Amount shall
      be payable by Buyer by wire transfer to an account designated by Eternal
      within 10 days after the date that the Closing Working Capital is binding
      and conclusive on the parties hereto as determined pursuant to Section
      2.2(a)(iii), provided that such 10-day period  shall be extended
      to the extent that a foreign investment application has been approved by
      the competent authority for the adjustment of the Eternal First Purchase
      Price, below and (ii) if Closing Working Capital is less than NT$300
      million (NT$300,000,000) , the Difference will equal the difference
      between NT$300 million (NT$300,000,000) and the actual Closing Working
      Capital amount and the Adjustment Amount shall be payable by Eternal by
      wire transfer to an account designated by Buyer within 10 days after the
      date that the Closing Working Capital is binding and conclusive on the
      parties hereto as determined pursuant to Section 2.2(a)(iii)
      below.  By way of example and not limitation, a sample
      calculation of the Adjustment Amount is attached as Exhibit 2.2(ii)
      hereto.

            


    

    


    
      	
              (iii)  

            	
              Working
      Capital Adjustment Procedure.

            


    

    


    
      	
              (A)  

            	
              "Working
      Capital" as of a given date shall mean the amount of total current assets
      minus total current liabilities, each as reflected on the balance sheet of
      the same date.

            


    

    


    
      	
              (B)  

            	
              At
      least four (4) business days prior to the First Closing Date, but no more
      than eight (8) business days prior to the First Closing Date, Eternal
      shall cause Epoch to deliver to Buyer a statement setting forth in good
      faith the type and value of the Working Capital, estimated as of the First
      Closing Date (the “Preliminary Working Capital Statement”) in a form
      substantially similar to Exhibit 2.2(iii).  Epoch shall keep
      Buyer reasonably informed with respect to its preparation of the
      Preliminary Working Capital Statement and, upon request of Buyer, Epoch
      shall as promptly as practicable make available to Buyer all books,
      records, work papers, personnel (including their accountants and
      employees) and other materials and sources used by Epoch in or otherwise
      reasonably related to the preparation of the Preliminary Working Capital
      Statement.

            


    

    


    
      	
              (C)  

            	
              Within
      forty-five (45) days following the First Closing Date, Epoch shall prepare
      and deliver to Buyer and Eternal the financial statements of Epoch as of
      the First Closing Date and for the interim period from December 31, 2008
      through the First Closing Date on a basis consistent with current
      accounting practices of Epoch.  Buyer and Eternal shall then
      audit such financial statements (as audited, the "Closing Financial
      Statements") and determine the Working Capital as of the First Closing
      Date (the "Closing Working Capital") based upon the Closing Financial
      Statements.  Buyer shall deliver the Closing Financial
      Statements and its determination of the Closing Working Capital to Eternal
      within thirty (30) days following its receipt of the Closing Financial
      Statements from Epoch.

            


    

    


    


    
      	
              (D)  

            	
              If,
      within fifteen (15) business days following delivery of the Closing
      Working Capital calculation to Eternal from Buyer, Eternal has not given
      Buyer written notice of its objection as to the Closing Working Capital
      calculation (which notice shall state the basis of Eternal’s objection),
      then the Closing Working Capital calculated by Buyer shall be binding and
      conclusive on the parties and be used in computing the Adjustment
      Amount.

            


    

    


    


    
      	
              (E)  

            	
              If
      Eternal gives Buyer such notice of objection, and if Eternal and Buyer
      fail to resolve the issues outstanding with respect to the Closing
      Financial Statements and the calculation of the Closing Working Capital
      within thirty (30) days of Buyer's receipt of Eternal’s objection notice,
      Eternal and Buyer shall submit the issues remaining in dispute to an
      independent public accountant as mutually agreed to (the "Independent
      Accountants") for resolution applying the principles, policies and
      practices referred to in Section 2.2(a)(ii) and this subsection
      2.2(a)(iii). If issues are submitted to the Independent Accountants for
      resolution:  (i) Eternal and Buyer shall furnish or cause to be
      furnished to the Independent Accountants such work papers and other
      documents and information relating to the disputed issues as the
      Independent Accountants may request and are reasonably available to that
      party or its agents and shall be afforded the opportunity, together with
      the respective independent accountants or auditors, as applicable, of
      Epoch and Buyer (if different from the Independent Accountants), to
      present to the Independent Accountants any material relating to the
      disputed issues and to discuss the issues with the Independent
      Accountants; (ii) the determination by the Independent Accountants, as set
      forth in a notice to be delivered to Eternal and Buyer within sixty (60)
      days of the submission to the Independent Accountants of the issues
      remaining in dispute, shall be final, binding and conclusive on the
      parties and shall be used in the calculation of the Closing Working
      Capital; and (iii) Eternal and Buyer will each bear fifty percent (50%) of
      the fees and costs of the Independent Accountants for such
      determination.

            


    

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

        CONFIDENTIAL
TREATMENT

      

    

    
 

    
      	
              b.  

            	
              Second Purchase
      Price

            


    

    


    Subject
to Section 2.6, as of the Second Closing, in consideration for the Second
Shares, Buyer shall pay to Eternal, and, if any, each of the Second Co-Sellers,
either directly to any Second Co-Seller or through the agent agreed upon by both
parties, in the form of bank checks or by wire transfer, at the option of Buyer,
the Second Purchase Price. The Second Purchase Price shall be paid (i) to
Eternal from the Second Trust Account and (ii) to, if any, each of the Second
Co-Sellers from the Buyer.

    .

    


    
      	
              c.  

            	
              To
      the extent necessary for obtaining the Governmental Authorizations and
      with the intent of preventing the incurrence of any additional tax
      liabilities to Seller, Eternal and each First Co-Seller and each Second
      Co-Seller, either directly or through an agent, shall sign a document to
      prove the receipt of the First Purchase Price and Second Purchase Price at
      the First and Second Closings
respectively.

            


    

    


    


    
      	
              2.3.  

            	
              Taxation and Expenses
      of Transfer of
      Shares

            


    

    


    All the
Taxes, dues or charges as charged or imposed by the tax authority of the ROC on
the Contemplated Transactions to each the Buyer, Eternal and each First
Co-Seller and Second Co-Seller, respectively, shall be borne by the Buyer,
Eternal, and each First Co-Seller and each Second Co-Seller, respectively, to
the extent applicable, under the applicable laws.

    


    The
applicable security transaction tax on the transfer of the First Shares and
Second Shares with respect to the First Purchase Price and Second Purchase Price
shall be withheld and paid by Buyer on behalf of the Sellers respectively
to the ROC tax authorities no later than three (3) business days immediately
after the First and Second Closing Date respectively.

    


    The cost
and expenses related to the First Trust Account and the Second Trust
Account shall be borne by the Buyer.

    


    2.4           Preparation and
Custody of the
Share Certificates by Eternal

    


    Upon the
execution of this Agreement and at least three business days before the First
Closing, Eternal shall and shall cause the First Co-Sellers to provide or cause
to provide originals of the share certificates representing the First
Shares to Buyer for review. After Buyer's review, Eternal shall seal all
the said share certificates and keep them in Eternal's custody to secure the
delivery of the First Shares to Buyer at the First Closing.

    


    2.5           First Trust Account

    


    
      	
              a.  

            	
              The
      Parties hereby agree that, as of the First Closing, immediately
      contemporaneous with the First Purchase Price being paid by the
      Buyer to Eternal and the First Co-Sellers for the First Shares, the
      First Trust Amount, which shall be used to secure a part of Buyer’s
      remedies for Eternal's indemnification obligations to the Buyer,
      pursuant to Sections 6.2 and 8.1 of this Agreement, shall be deposited by
      Eternal in the form of bank checks or by wire transfer, at Eternal’s
      option, into a trust account established by Buyer and Eternal for
      the benefit of the Buyer.

            


    

    


    
      	
              b.  

            	
              In
      the event of a claim for Indemnity for a Loss (as defined in Section 8.1)
      pursuant to Sections 6.2 and 8.1 hereof, Buyer shall first give Eternal
      written notice, which shall include a description of the Loss and an
      estimate of the amount sought for Indemnity, with substantial evidence of
      the foregoing.  Eternal shall have 30 days to cure or rectify
      such alleged Breach or Loss to Buyer’s reasonable
      satisfaction.  Upon the expiration of the 30 day period, Buyer
      shall then be entitled to give written notice to the trustee of the amount
      of such claim for Indemnity for a Loss (as defined in Section 8.1) with a
      copy to Eternal.  The written notice shall include a description
      of the Loss and an estimate of the amount sought for Indemnity. The
      trustee shall retain amount sufficient to pay all Losses in trust until
      such time as the trustee receives (i) a joint written instruction from
      Buyer and Eternal as to the disposition of the claim for indemnity, (ii)
      an arbitration award with respect to the claim for indemnity, or (iii) a
      court order with respect to the claim for indemnity.  Except with
      respect to outstanding claims made by Buyer for indemnity pursuant to
      Sections 6.2 and 8.1 hereof, if any, all funds remaining in such trust
      account, including any interest accrued in respect of the First Trust
      Amount, shall be released on the date 18 months after the First Closing to
      Eternal, or at such other time as may be agreed by the Parties in
      writing (provided, however, that prior to such release date, the interest
      accrued in such account shall be available for payment of indemnification
      pursuant to Sections 6.2 and 8.1
hereof).

            


    

    


    


    
      	
              c.  

            	
              To
      effect the Trust Amount being held by a trustee for the benefits of Buyer
      as above mentioned, Eternal and Buyer shall jointly appoint a trustee
      which shall be a bank duly licensed to engage in trust business and shall
      enter into a trust agreement with the appointed
  trustee.

            


    

    


    
      	
              d.  

            	
              For
      the purpose of the application of the foreign investment approvals under
      the Statute of Investment by Foreign Nationals (“FIA”), Epoch and/or
      Eternal, as the case may be, shall provide necessary assistance to the
      Buyer for the FIA application, and Eternal shall issue the documentation
      as may be required by the Administration Bureau of Southern Taiwan Science
      Park to prove the receipt of the First Purchase Price by Eternal as of the
      First Closing Date.

            


    

    


    2.6           Second Trust
Account

    


    The
Parties hereby agree that, as of the First Closing, (i) the Second Trust Amount,
to satisfy a security of the payment of the Eternal Second Purchase Price
payable by the Buyer to Eternal as of the Second Closing and in exchange for
Eternal's deposit of the Eternal Second Shares in the escrow account subject to
Section 3.2(i), shall be deposited by the Buyer into the Second Trust Account
established by the Buyer for the benefit of Eternal, and (ii) Eternal shall
deposit the Eternal Second Shares in an escrow account established by Eternal
for the benefit of Buyer to secure Eternal’s contractual undertaking on the sale
of the Eternal Second Shares under Section 2.1(b) of this
Agreement.  Any interest accrued in the Second Trust Account in
respect of the Second Trust Amount shall belong to Eternal.  Any
dividends distributed in respect of the Eternal Second Shares shall belong to
Buyer.

    


    Subject
to Section 4.2 and 4.3, the Second Trust Amount, together with any interest
accrued, and the Eternal Second Shares shall be simultaneously released to
Eternal and the Buyer, respectively, as of the Second Closing
Date.   Buyer and Eternal shall give joint written notice to the
trustee for the release of the Second Trust Amount and any interest accrued and
to the escrow agent for the release of the Eternal Second Shares.

    


    For the
purpose of the application of the FIA, Epoch and/or Eternal, as the case may be,
shall provide necessary assistance to the Buyer for the FIA application, and
Eternal shall issue the documentation as may be required by the Administration
Bureau of Southern Taiwan Science Park to prove the receipt of the Eternal
Second Purchase Price by Eternal on the Second Closing Date.

     

    
 

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

        CONFIDENTIAL
TREATMENT

      

    

    


    
      	
              SECTION
      3  

            	
                         THE
      CLOSINGS

            


    

    


    
      	
              3.1.  

            	
              The
      Closings

            


    

    


    
      	
              a.  

            	
              The First
      Closing

            


    

    


    The
closing of the First Transaction contemplated herein (hereinafter referred to as
"First Closing") shall occur at the
office of Epoch located at no. 2, Luke 8th Road,
Kaohsiung Science Park, Lu-Chuh Hsiang, Kaohsiung County, Taiwan 82151, ROC
on February 15, 2009, subject to receiving necessary regulatory approvals
(the "First Closing Date"), or any other
date and/or any other location agreed between the Parties, provided all the
conditions precedent under Sections 4.1 and 4.3 have been fulfilled and
satisfied.

    


    
      	
              b.  

            	
              The Second
      Closing

            


    

    


    The
closing of the Second Transaction contemplated herein (hereinafter referred to
as "Second Closing") shall occur at the
office of Epoch located at no. 2, Luke 8th Road,
Kaohsiung Science Park, Lu-Chuh Hsiang, Kaohsiung County, Taiwan 82151, ROC
eighteen (18) months after the First Closing Date (the "Second Closing Date"), or any other
location agreed between the Parties, provided all the conditions precedent under
Sections 4.2 and 4.3 have been fulfilled and satisfied.

    


    
      	
              3.2.  

            	
              Actions at the
      First
      Closing

            


    

    


    The
following actions shall occur at or prior to the First Closing:

    


    With
respect to transfer of the First Shares of Epoch:

    


    
      	
              a.  

            	
              Eternal
      shall deliver, and cause the First Co-Sellers to deliver, to Buyer the
      share certificates representing the First Shares of Epoch less the 1,000
      shares transferred to Buyer pursuant to Section 5.7, duly endorsed and
      shall provide Buyer with the documents in Schedule 5 attached to
      this Agreement.  Notwithstanding the foregoing, it is understood
      by the Parties that one or more Non-Eternal Shareholders, holding in
      the aggregate no more than 0.5% of the total issued and outstanding
      capital stock of Epoch, may fail to be located by Eternal or may fail to
      execute  Non-Eternal Share Purchase Agreements with Buyer and
      therefore may fail to deliver their shares as First Shares at the First
      Closing. In that event, Eternal shall sell such additional shares as First
      Shares to Buyer as may be necessary to transfer 90% of the issued and
      outstanding shares of Epoch to Buyer at the First
  Closing.

            


    

    


    
      	
              b.  

            	
              Eternal
      shall cooperate with and help Buyer to record the name and address of
      Buyer in the roster of shareholders of Epoch to effect the transfer of
      ownership of the First Shares from the First Co-Sellers and Eternal to
      Buyer.

            


    

    


    


    
      	
              c.  

            	
              Eternal
      shall provide or cause to be provided and deliver to Buyer the resignation
      letters from each of the directors and supervisors of Epoch, to take
      effect on the First Closing Date.  In addition, Eternal shall
      provide or cause to be provided and deliver to Buyer, from each executive
      officer listed on Schedule 4 hereof, a
      certificate of such officers acknowledging that they have no outstanding
      claims, whether for compensation for loss of office or otherwise
      howsoever, against Epoch.

            


    

    


    
      	
              d.  

            	
              Eternal
      shall provide or cause to be provided and deliver to Buyer Epoch's
      corporate seals, permits, licenses, books, check books of Epoch as
      necessary for or in relation to the operations of Epoch as provided in
      Schedule 5, and
      cause appropriate changes to the authorized signatories of Epoch in any
      bank account or banking relationship as directed by
  Buyer.

            


    

    


    
      	
              e.  

            	
              Buyer
      shall pay to Eternal, and each of the First Co-Sellers, either directly to
      any First Co-Seller or through the agent agreed upon by both parties, the
      First Purchase Price excluding the applicable security transaction tax to
      be withheld by Buyer.

            


    

    


    
      	
              f.  

            	
              Buyer
      shall pay the applicable security transaction tax, solely from the
      withholding described above, to the ROC tax authority and provide the tax
      receipt to Eternal and each of the First Co-Sellers, as
      required.

            


    

    


    
      	
              g.  

            	
              Epoch
      shall enter into two (2) year mandate or employment agreements, including
      a three (3) year non-competition obligation following any termination of
      employment in favor of the CMC Group and intellectual property assignment
      and protection terms, as set forth in Attachment B for respective each key
      personnel or employees identified on Schedule
    7.

            


    

    


    
      	
              h.  

            	
              Buyer
      shall deliver a corporate guarantee issued by Cabot Microelectronics
      Corporation guaranteeing Buyer’s payment of the Total Purchase Price in
      the form and substance reasonably satisfactory to Eternal and Buyer, which
      guarantee shall provide that (i) upon payment or satisfaction of the First
      Purchase Price, the guaranteed amount shall automatically be reduced to,
      and limited to, the Second Purchase Price amount and (ii) upon payment or
      satisfaction of the Second Purchase Price, the guarantee shall
      automatically terminate and be of no further force or
    effect.

            


    

    


     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

        CONFIDENTIAL
TREATMENT

      

    

    
 

    
      	
              i.  

            	
              In
      accordance with Section 2.6 hereof, Eternal shall deposit the Eternal
      Second Shares in the escrow account with the same the appointed
      trustee pursuant to Sections 2.5 and 2.6, in favor of Buyer to secure its
      contractual undertaking on sales of the Eternal Second Shares under
      Section 2.1(b) of this Agreement.  Eternal shall pre-endorse on the
      reverse sides of the share certificates of Eternal Second Shares for the
      share transfer, with the date of the share transfer in blank, and shall
      authorize Buyer to effectuate and register the share transfer to Buyer as
      of the Second Closing.  Eternal shall further deliver a waiver
      to Buyer waiving its rights to any dividend distributions made on the
      Second Shares after the First
Closing.

            


    

    


    
      	
              j.  

            	
              Notwithstanding
      the foregoing, any Non-Eternal Shareholders who fail to deliver their
      shares at the First Closing as contemplated in Section 3.2 (a) above may
      deliver their shares at the Second Closing as provided in Section 4.2(c)
      below, provided, however, that such Non-Eternal Shareholders will
      hold in the aggregate no more than 0.5% of the total issued and
      outstanding capital stock of Epoch. Such Non-Eternal Shareholders shall be
      referred to herein as "Second
Co-Sellers".

            


    

    


    
      	
              3.3.  

            	
              Actions at the Second
      Closing

            


    

    


    The
following actions shall occur at or prior to the Second Closing:

    


    With
respect to transfer of the Second Shares in Epoch:

    


    
      	
              a.  

            	
              Eternal
      shall authorize Buyer to effect the share transfer of the Second Shares
      subject to Section 3.2 (i) and cause the Second Co-Sellers, if any, to
      deliver to Buyer the share certificates representing the Second Shares
      duly endorsed by the Second Co-Sellers and shall provide Buyer with the
      documents as listed in Schedule 5 attached to
      this Agreement.

            


    

    


    
      	
              b.  

            	
              Buyer
      shall pay to Eternal (solely through release of the Second Trust Amount
      from escrow as set forth in Section 2.6) and, if any, each of the Second
      Co-Sellers, either directly to any Second Co-Seller or through the agent
      agreed upon by both parties, the Second Purchase Price excluding the
      applicable security transaction tax to be withheld by
    Buyer.

            


    

    


    
      	
              c.  

            	
              Buyer
      shall pay the applicable security transaction tax, solely from the
      withholding described above, to the ROC tax authority and provide the tax
      receipt to Eternal and each of the Second Co-Sellers, if
    any.

            


    

    


    


    
      	
              SECTION
      4  

            	
                         CONDITIONS
      PRECEDENT TO THE CLOSINGS

            


    

    


    
      	
              4.1.  

            	
              Conditions Precedent
      to the Performance by Buyer of Its Obligations for the First
      Closing

            


    

    


    The
obligations of Buyer to purchase or cause to purchase the First Shares, and
indirect ownership and interests of the Epoch Business and Epoch Assets at the
First Closing (and to consummate the Contemplated Transaction), shall be subject
to the prior satisfaction of all the following conditions to the reasonable
satisfaction of Buyer, unless waived in writing by Buyer at its sole discretion;
provided, however, Buyer shall not be relieved of its obligation to purchase or
cause to purchase the First Shares if the failure of the satisfaction of a
condition set forth in Section 4.1 (l) and (m) is directly, solely and
specifically attributable to Buyer in Buyer’s reasonable determination (as
supported by the assessment of an independent third party chosen by the
Parties):

    


    
      	
              a.  

            	
              The
      representations and warranties made by Eternal and Epoch as specified
      in Schedule 2.A shall be true and
      correct as of the date hereof in all material respects, and on and as of
      the First Closing Date as if such representations and warranties were made
      on and as of such date, and Eternal, the Major Co-Sellers and Epoch shall
      have materially satisfied all conditions and performed all duties,
      covenants and agreements which Eternal and Epoch are required hereunder to
      satisfy and to perform as of the First Closing
  Date;

            


    

    


    
      	
              b.  

            	
              Buyer,
      however, reserves the right to waive any of the Representations and
      Warranties of Eternal and Epoch and to consummate the Contemplated
      Transaction under this Agreement. At or prior to the First Closing, there
      shall have been delivered to Buyer (1) a certificate of Eternal and Epoch,
      in form and substance reasonably satisfactory to Buyer, as to the matters
      set forth in clause (a) above, (2) a certificate of the chief executive
      officer of Epoch and the chief financial officer of Epoch, in form and
      substance satisfactory to Buyer, as to the matters set forth in Schedule 9, and (3) an
      opinion of Epoch’s counsel, in form and substance reasonable satisfactory
      to Buyer, with regard to the matters set forth in Schedule
    10;

            


    

    


     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

        CONFIDENTIAL
TREATMENT

      

    

    
 

    
      	
              c.  

            	
              At
      or prior to the First Closing, there shall have been delivered to Buyer a
      statement of opinion of the independent auditor of Epoch and (ii) audited
      financial statements as of December 31, 2008 to the extent practicable,
      and to the extent that the audited financial statements as of December 31,
      2008 are not available at or prior to the First Closing, unaudited
      financial statements as of December 31, 2008 (with audited financial
      statements for such period provided as soon as reasonably practicable),
      both in form reasonably satisfactory to
Buyer;

            


    

    


    


    
      	
              d.  

            	
              The
      Non-Eternal Share Purchase Agreement(s) in the form and substance as
      attached in Attachment C shall have been signed by the First Co-Sellers
      three business days prior to the First Closing Date, wherein the number of
      shares to be transferred by such shareholders in the First Closing, along
      with Eternal, will in the aggregate constitute the First Shares and
      the closing of the transaction under the Non-Eternal Share Purchase
      Agreement(s) has been completed prior to, or occurs simultaneously, as of
      the Closing of the First Transaction hereunder. Notwithstanding the
      foregoing, it is understood by the Parties that one or more Non-Eternal
      Shareholders, holding in the aggregate no more than 0.5% of the total
      issued and outstanding capital stock of Epoch, may fail to be located by
      Eternal or may fail to execute share purchase agreements with Buyer and
      therefore may fail to deliver their shares as First Shares at the First
      Closing. In that event, Eternal shall sell such additional shares as First
      Shares to Buyer as may be necessary to transfer 90% of the issued and
      outstanding shares of Epoch to Buyer at the First
  Closing.

            


    

    


    
      	
              e.  

            	
              On
      and as of the date of the First Closing, neither Eternal nor Epoch shall
      be a party or subject to any, Contract, law, statute, ordinance,
      Order, rule, regulation, Consent or other requirement which would prevent
      Eternal from selling the Eternal First Shares and Eternal Second Shares,
      or prevent the control, ownership or operation by Buyer and/or its
      affiliates of the business or substantially all of the properties and
      assets of Epoch, the Epoch Assets and the Epoch
  Business.

            


    

    


    
      	
              f.  

            	
              During
      the period between the execution of this Agreement and through the
      First Closing Date, there shall not have occurred or arisen any Material
      Adverse Effect; provided, however, that such Material Adverse Effect does
      not include a Material Adverse Effect that arises directly from matters
      arising under Section 5.1(c) for which Buyer had provided written consent
      pursuant thereto.

            


    

    


    
      	
              g.  

            	
              On
      or prior to the First Closing Date, this Agreement, and each other
      material instrument and document set forth on Schedule 5, shall have
      been executed and delivered to Buyer by Eternal and Epoch, as the case may
      be, and each such agreement shall be in full force and effect as of the
      First Closing, and Eternal and Epoch, as the case may be, shall be in
      material compliance with all of the respective material provisions hereof
      and thereof.

            


    

    


    


    
      	
              h.  

            	
              All
      Governmental Authorizations, of all applicable
      Governmental Bodies, including foreign investment approvals under the
      Statute of Investment by Foreign Nationals, Fair Trade Act of the ROC for
      the combination, and other related laws and regulations of the ROC, as
      well as the relevant Governmental Authorizations under the anti-trust laws
      and regulations in other jurisdictions required to be obtained in order to
      permit the consummation of the First Transaction contemplated by this
      Agreement (including securities laws and regulations affecting the sale of
      the First Shares from Eternal to Buyer), and to permit the business
      presently carried on by Epoch to continue unimpaired immediately following
      the First Closing, shall have been obtained and be in full force and
      effect, and all other Legal Requirements for the valid consummation
      by the Parties hereto of the Contemplated Transaction hall have been
      satisfied.

            


    

    


    
      	
              i.  

            	
              No
      action or Proceeding shall have been instituted, or substantially likely
      to the Knowledge of Eternal or Epoch to be instituted, and, at the time of
      the First Closing, be pending before any Governmental Body which
      would restrain or prohibit, withhold any authorization for, or seek
      damages with respect to, any Contemplated Transaction, nor shall any
      Governmental Body have notified any Party to this Agreement that the
      consummation of the Contemplated Transaction shall constitute a Conflict,
      a violation of any applicable laws, or any agency or political subdivision
      thereof, or that it intends to commence proceedings to restrain the
      consummation of any Contemplated Transaction, or to force divestiture,
      unless such Governmental Body shall have withdrawn such notice prior to
      the time of the First Closing.

            


    

    


    
      	
              j.  

            	
              Two
      (2) year mandate or employment agreements with the Persons identified on
      Schedule 7
      substantially in the form and substance as provided in Attachment B shall
      have been mutually agreed between Epoch and each Person who is a party to
      such agreements, and executed concurrently with the First
      Closing.  Such agreements shall include intellectual property
      assignment and protection and non-competition obligations in favor of the
      CMC Group during the applicable period of employment term plus three (3)
      years after employment.

            


    

    


    
      	
              k.  

            	
              At
      or prior to the First Closing, Eternal shall deliver to Buyer: (i) the
      audited report for Epoch for the year[s] ended December 31, 2007, and to
      the extent practicable, December 31, 2008; and, (ii), to the extent the
      audited report for the year ended December 31, 2008 is not available,
      interim unaudited financial statements as at and for the nine month period
      ended September 30, 2008, including a balance sheet, an income statement,
      and a statement of sources and uses of cash, as well as monthly financial
      statements for October, November, and December, 2008 (with audited
      financial statements for such period provided as soon as reasonably
      practicable).

            


    

    


     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

        CONFIDENTIAL
TREATMENT

      

    

    
 

    
      	
              l.  

            	
              To
      the extent owned by Eternal, Eternal shall have entered into a license
      agreement (not including any technical services/support) with Epoch and
      Buyer with commercially reasonable terms solely for the unlimited internal
      use by Buyer (solely for assisting Epoch’s operations) and Epoch
      within Taiwan with respect to Epoch’s EIS/MIS system applications
      currently used by Epoch that are necessary to operate the Epoch Assets or
      Epoch Business, including but not limited to source code for Epoch’s
      EIS/MIS system with such license to be fully paid up,
      irrevocable and perpetual.

            


    

    


    
      	
              m.  

            	
              Subject
      to Section 5.10, Eternal shall have entered into a license agreement with
      Epoch and Buyer in form and substance reasonably satisfactory to Buyer and
      Eternal with respect to the use of any trade name or trademark currently
      used by Epoch that contains the name or mark of “Eternal” and is
      owned by Eternal, only through the period of six months following the
      Second Closing, with an exception for any Eternal trade names or marks
      that would cause disruption to or non-qualification by Epoch’s customers,
      for which license to such will continue through the time at which Epoch is
      able to reasonably and without cost effect a change to such name or
      mark.  Such license shall be fully paid up and
      irrevocable.

            


    

    


    


    
      	
              n.  

            	
              To
      the extent required and except for [  ***  ], Epoch shall have
      obtained all Consents necessary to maintain material Contracts to which
      Epoch is a party that may be required by the Contemplated
      Transactions.

            


    

    


    


    
      	
              o.  

            	
              During
      the period between the execution of this Agreement and at least five
      (5) business days prior to the First Closing Date, Epoch shall have fully
      funded (but not distributed) any and all underfunded pension obligations,
      so that Epoch will have no obligation for unfunded or underfunded pension
      obligations to employees incurred prior to the First Closing, and shall
      have provided written evidence of such funding to Buyer at or prior to the
      First Closing.

            


    

    


    


    
      	
              p.  

            	
              During
      the period between the execution of this Agreement and the First Closing
      Date, Epoch shall have disposed of all assets related to Old Plant II and
      fully paid for their disposal, at fair value in an arm’s length
      transaction, and appropriately accounted for any associated impairment and
      disposition so that Epoch will have no outstanding or unaccounted for
      obligations, impairments or accruals related to Old Plant II as of the
      First Closing.

            


    

    


    
      	
              q.  

            	
              Subject
      to Section 5.7 and Buyer’s agreement to pay Eternal the purchase price for
      the 1,000 shares at the First Closing, Eternal shall transfer one thousand
      shares to the Buyer and cause Epoch to register the Buyer as a shareholder
      of Epoch at any day before 16 days of the First Closing Date; Eternal
      shall further cause Epoch to convene a special shareholders meeting to
      elect Buyer's representatives as new directors and supervisor of Epoch
      prior to the First Closing.

            


    

    


    
      	
              r.  

            	
              Subject
      to Section 5.1(d), each of Eternal and Epoch shall waive its rights under
      the Consent Letters (as hereinafter
defined).

            


    

    


    
      	
              s.  

            	
              The
      First Shares and the Eternal Second Shares shall together constitute not
      less than 99.5% of the shares of the issued and outstanding capital stack
      of Epoch.

            


    

    


     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

        CONFIDENTIAL
TREATMENT

      

    

    
 

    
      	
              4.2.  

            	
              Conditions Precedent
      to the Performance by Buyer of its
      Obligations for the Second
      Closing

            


    

    


    The
obligations of Buyer to purchase or cause to purchase the Second Shares
shall be subject to the prior satisfaction of all the following conditions[],
unless waived in writing by Buyer at its sole discretion; provided, however,
Buyer shall not be relieved of its obligation to purchase or cause to purchase
the Second Shares if the failure of the fulfillment of any of the following
conditions is due to causes attributable to Buyer:

    


    
      	
              a.  

            	
              The
      representations and warranties made by Eternal as specified in Schedule 2.B shall be true and
      correct in all material respects as of the date hereof, and on and as of
      the Second Closing Date as if such representations and warranties were
      made on and as of such date, and Eternal shall have satisfied all
      conditions and performed all duties, covenants and agreements which
      Eternal is required hereunder to satisfy and to perform as of the Second
      Closing Date.

            


    

    


    
      	
              b.  

            	
              On
      and as of the Second Closing Date, Eternal shall not be a party or
      subject to any, Contract, law, statute, ordinance, Order, rule,
      regulation, Consent or other Legal Requirement which would prevent Eternal
      from selling the Eternal Second
Shares.

            


    

    


    
      	
              c.  

            	
              On
      or prior to the Second Closing Date, this Agreement, and each other
      material instrument and document contemplated hereby, shall have been
      executed and delivered to Buyer by Eternal or Epoch, as the case may be,
      and each such agreement shall be in full force and effect as of the Second
      Closing, and Eternal or Epoch, as the case may be, shall be in material
      compliance with all of the respective material provisions hereof and
      thereof.

            


    

    


    
      	
              d.  

            	
              Eternal
      shall have caused the signing of the Non-Eternal Share Purchase
      Agreement(s) substantially in the form and substance as attached in
      Attachment C by the Second Co-Sellers, if any, before the Second
      Closing Date.

            


    

    


    
      	
              e.  

            	
              All
      Governmental Authorizations of all applicable Governmental Bodies,
      including foreign investment approvals under the Statute of Investment by
      Foreign Nationals, and other related laws and regulations of the ROC, as
      well as the relevant Governmental Authorizations under the anti-trust laws
      and regulations in other jurisdictions required to be obtained in order to
      permit the consummation of the Second Transaction contemplated
      by this Agreement (including securities laws and regulations
      affecting the sale of the Second Shares from Eternal to Buyer), shall have
      been obtained and be in full force and effect, and all
      other  Legal Requirements for the valid consummation by the
      Parties hereto of the Contemplated Transaction shall have been
      satisfied.

            


    

    


    
      	
              f.  

            	
              No
      action or Proceeding shall have been instituted and, at the time of the
      Second Closing, be pending before any Governmental Body which would
      restrain or prohibit, withhold any authorization for, or seek damages with
      respect to, any Contemplated Transaction, nor shall there be any
      substantial likelihood that any such action or proceeding shall be
      instituted, nor shall any Governmental Body have notified any Party to
      this Agreement that the consummation of the Contemplated Transaction shall
      constitute a Conflict, a violation of any applicable laws, or any agency
      or political subdivision thereof, or that it intends to commence
      proceedings to restrain the consummation of any Contemplated Transaction,
      or to force divestiture, unless such Governmental Body shall have
      withdrawn such notice prior to the time of the Second
    Closing.

            


    

    


    
      	
              4.3.  

            	
              Conditions Precedent
      to the Performance by Eternal of its
  Obligations

            


    

    


    The
obligations of Eternal to sell and transfer, or cause to sell and transfer,
the First Shares and Second Shares and the obligations of Eternal to
perform this Agreement according to its terms, shall be subject to the prior
satisfaction of all the following conditions, unless waived in writing by
Eternal at its sole discretion:

    


    
      	
              a.  

            	
              The
      representations and warranties made by Buyer herein shall be true and
      correct in all material respects as of the date hereof, and on and as of
      any dates of the Closings as if such representations and warranties were
      made on and as of such dates, and Buyer shall have satisfied all
      conditions and performed all duties and covenants and agreements which
      Buyer is required hereunder to satisfy and to perform as of any dates of
      the Closings.

            


    

    


    
      	
              b.  

            	
              All
      corporate and other procedures to be undertaken by Buyer in connection
      with the Contemplated Transaction, and all documents and instruments
      incident thereto shall be in form and substance satisfactory to Eternal
      and Eternal’s counsel, and Eternal and Eternal's counsel shall have
      received all such counterpart originals or certificates or other copies of
      such documents as they may reasonably
request.

            


    

    


    
      	
              c.  

            	
              All
      Governmental Authorizations, of all applicable
      Governmental Bodies, including foreign investment approvals under the
      Statute of Investment by Foreign Nationals, Fair Trade Act of the ROC for
      the combination, if applicable and other related laws and regulations of
      the ROC, as well as the relevant Governmental Authorizations under the
      anti-trust laws and regulations in other jurisdictions required to be
      obtained in order to permit the consummation of the
      Contemplated Transactions (including securities laws and regulations
      affecting the sale of the respective First Shares and Second Shares from
      Eternal to Buyer), and shall have been obtained and be in full force and
      effect, and all other Legal Requirements for the valid consummation
      by the Parties hereto of the Contemplated Transaction shall have been
      satisfied.

            


    

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

        CONFIDENTIAL
TREATMENT

      

    

    
 

    
      	
              d.  

            	
              No
      action or Proceeding shall have been instituted and, at the time of the
      respective Closing, be pending before any Governmental Body
      which would restrain or prohibit, withhold any authorization for, or seek
      damages with respect to, any Contemplated Transaction, nor shall any
      Governmental Body have notified any Party to this Agreement that the
      consummation of the Contemplated Transaction shall constitute a Conflict,
      a violation of any applicable laws, or any agency or political subdivision
      thereof, or that it intends to commence proceedings to restrain the
      consummation of any Contemplated Transaction, or to force divestiture,
      unless such Governmental Body shall have withdrawn such notice prior to
      the time of the
respective Closing.

            


    

    


    
      	
              e.  

            	
              Buyer
      shall have obtained a corporate guarantee issued by Cabot Microelectronics
      Corporation in favor of Eternal guaranteeing Buyer’s payment of the Total
      Purchase Price in a form and substance reasonably  satisfactory
      to Eternal and Buyer, which guarantee shall provide that (i) upon payment
      or satisfaction of the First Purchase Price, the guaranteed amount shall
      automatically be reduced to, and limited to, the Second Purchase Price
      amount and (ii) upon payment or satisfaction of the Second Purchase Price,
      the guarantee shall automatically terminate and be of no further force or
      effect.

            


    

    


    


    
      	
              SECTION
      5  

            	
                         CONDUCT
      BETWEEN SIGNING AND CLOSINGS

            


    

    


    
      	
              5.1.  

            	
              Investigations and
      Operations of the Business of
Epoch

            


    

    


    Between
the date of this Agreement and the date of the First Closing, Eternal and Epoch
each shall, and shall cause the officers and directors of Epoch to, regularly
consult with Buyer as to, and cooperate with Buyer’s reasonable requests for
information regarding the operation of Epoch's business, and Eternal and Epoch
agree to cause the following (unless otherwise set forth in this
Agreement):

    


    
      	
              a.  

            	
              Buyer
      and each of its accounting and legal representatives and agents shall
      be granted reasonable access to all premises and books and records of
      Epoch, provided that Buyer gives Epoch at least 48 hours written notice,
      and Epoch and Eternal shall cause the officers of Epoch to promptly
      furnish Buyer with such financial and operating data and other
      information with respect to Epoch, as Buyer may from time to time
      reasonably request; provided, however, that any such investigation shall
      be conducted in such a manner so as not to interfere unreasonably with the
      business operations of Epoch.  In addition, the Parties hereto
      will take all such other steps as are necessary to protect the
      confidentiality of such material as provided in Section 5.4
      hereof.

            


    

    


    
      	
              b.  

            	
              Except
      for the transfer of those employees or officers that Buyer has decided not
      to retain after the First Closing, Epoch and Eternal shall use best
      efforts to preserve substantially intact the business organization of
      Epoch and to keep available the services of the present officers and
      employees of Epoch, and preserve the present relationships of Epoch, with
      principal customers, suppliers and other commercial
      counterparties.   Lists of the present officers of
      Epoch and the present principal customers, suppliers and other
      commercial counterparties of Epoch are attached hereto as Schedule
      6.

            


    

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

        CONFIDENTIAL
TREATMENT

      

    

    
 

    
      	
              c.  

            	
              Except
      for those matters specified in this Agreement, including but not limited
      to,  the disposal of the assets of an Old Plant II, any profit
      sharing (cash)  in accordance with Schedule 2-4, any
      distribution of any retained undistributed earnings, the full funding of
      the underfunded pension obligation, and any matter specifically consented
      to in writing by Buyer,  Epoch and Eternal have caused and shall
      cause Epoch to be operated as a company only in the Ordinary Course
      of Business.  Without limiting the generality of the foregoing,
      Epoch and Eternal shall not, without obtaining the prior written Consent
      of Buyer, which shall be timely given in light of the applicable
      circumstances and shall not be unreasonably withheld, (except for those
      matters specified in this Agreement, including but not limited to, any
      profit sharing (cash) in accordance with Schedule 2-4, any distribution of
      any retained undistributed profits, the full funding of the underfunded
      pension obligation, and any matter specifically consented to in writing by
      Buyer) cause or permit Epoch to:

            


    

    


    
      	
              (1)  

            	
              Issue
      or agree to issue any additional equity securities or debt
      securities; or

            


    

    


    
      	
              (2)  

            	
              Grant
      or agree to grant any option, warrant or other right to subscribe for or
      purchase or otherwise acquire any equity securities, or issue or agree to
      issue any securities convertible into or exchangeable for any equity
      securities; or

            


    

    


    
      	
              (3)  

            	
              Directly
      or indirectly redeem, purchase or otherwise acquire or agree to acquire
      any equity securities, other than as contemplated by this Agreement;
      or

            


    

    


    
      	
              (4)  

            	
              Effect
      a split, combination or reclassification of any equity securities of or a
      recapitalization; or change, amend or modify the Articles of
      Incorporation or other governing instruments (except as contemplated
      hereby); or

            


    

    


    
      	
              (5)  

            	
              Borrow
      or agree to borrow any funds through loans or otherwise, or guaranty or
      agree to guaranty the obligations of others or incur any material
      obligations, but Buyer's prior written Consent shall not be unreasonably
      withheld with respect to such borrowing as are necessary in the Ordinary
      Course of Business; or

            


    

    


    
      	
              (6)  

            	
              Make
      any distribution of dividends or payment to Eternal or any entity
      controlled by Eternal or make any distribution of dividends to any other
      Party; or

            


    

    


    
      	
              (7)  

            	
              Sell,
      Lease, dispose or Encumber its assets or property except in the
      Ordinary Course of
Business; or

            


    

    


    
      	
              (8)  

            	
              Retain
      or increase the compensation of any employee or agent whose aggregate
      compensation (except for those specified in Schedule 2-4 reasonably agreed
      to by Buyer) would exceed NT$ 500,000 per
      annum; or

            


    

    


    
      	
              (9)  

            	
              Enter
      into any employment Contract with a term of more than six-months or
      without a term; or

            


    

    


    
      	
              (10)  

            	
              Enter
      into any consulting Contract, except in the Ordinary Course of Business;
      or

            


    

    


    
      	
              (11)  

            	
              License
      or transfer or enter into any Contract to license or transfer trademarks,
      copyrights or any other intellectual property, other than purchases and
      licensing of commercial software in the Ordinary Course of Business;
      or

            


    

    


    
      	
              (12)  

            	
              Change
      of the corporate name; or

            


    

    


    
      	
              (13)  

            	
              Enter
      into voluntary winding-up process;
or

            


    

    


    
      	
              (14)  

            	
              Reduce
      share capital; or

            


    

    


    
      	
              (15)  

            	
              Fail
      to maintain the existing insurance coverage;
or

            


    

    


    
      	
              (16)  

            	
              Pass
      any shareholders resolutions; or

            


    

    


    
      	
              (17)  

            	
              Incur
      any capital commitment or create any security interest over assets, other
      than the planned capital commitments listed in Schedule 8; or

            


    

    


    
      	
              (18)  

            	
              Declare
      dividends or any other benefits or earnings from the retained earnings of
      Epoch as of the end of 2008; or

            


    

    


    
      	
              (19)  

            	
              Commit
      to any other material contractual or contingent obligation over
      NT$500,000; or

            


    

    


    
      	
              (20)  

            	
              Fail
      to maintain a level of working capital consistent with the Ordinary Course
      of Business.

            


    

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

        CONFIDENTIAL
TREATMENT

      

    

    
 

    
      	
              d.  

            	
              Prior
      to the First Closing, for the purpose of Buyer's share purchase hereunder,
      Eternal shall waive any and all of its rights, including purchase
      rights and/or rights of first refusal, as the case may be, to purchase any
      shares held by the First Co-Sellers and Second Co-Sellers during or after
      the lock-up period pursuant to the Consent Letter of Custody of Share
      Certificates and Consent Letter of Share Sale and Purchase, which were
      executed by the First Co-Sellers and Second Co-Sellers ("Consent
      Letters").   Eternal shall further cause Epoch to waive any
      and all of its rights under the Consent Letters and agree that the First
      Co-Sellers and Second Co-Sellers who executed the Consent Letters are free
      to sell his/her shares to Buyer as of the First Closing
    Date.

            


    

    


    
      	
              5.2.  

            	
              Governmental Authorization

            


    

    


    Prior to
the Closings, Buyer shall at Buyer’s cost, and Eternal shall provide all
reasonable assistance to Buyer at Eternal’s cost, take all actions and execute
all documents and instruments as are necessary to:

    


    
      	
              (a)  

            	
              Prepare
      and file, or cause to be prepared and filed, all necessary applications
      for Governmental Authorization  to the Contemplated Transaction
      (and other materials in connection therewith required to be filed by
      Buyer, Eternal and Epoch), as the case may be, by any and all applicable
      Governmental Bodies having jurisdiction under the circumstances, including
      any antitrust filings to be filed by Buyer in the ROC, if
      applicable;

            


    

    


    
      	
              (b)  

            	
              Prosecute,
      or cause to be prosecuted, such applications with
    diligence;

            


    

    


    
      	
              (c)  

            	
              Diligently
      oppose, or cause to be diligently opposed, any objections to, appeals
      from, or petitions to reconsider any such
  Consent;

            


    

    


    
      	
              (d)  

            	
              Take
      all such further action as may reasonably be necessary to obtain the
      appropriate orders approving such transactions;
  and

            


    

    


    
      	
              (e)  

            	
              All
      Parties shall cooperate with each other for obtaining such
      Governmental Authorization and
Consent.

            


    

    


    


    
      	
              5.3.  

            	
              Notice of Events Prior
      to the
      Closings

            


    

    


    
      	
              (a)  

            	
              Each
      Party hereto shall give prompt written notice to each other Party of the
      occurrence or nonoccurrence of any event, the occurrence or nonoccurrence
      of which would cause any representation or warranty of the notifying Party
      to be untrue if such representation were to be made at the time of the
      occurrence or nonoccurrence of such event, and the notifying Party shall
      use its best efforts to remedy the
same.

            


    

    


    
      	
              (b)  

            	
              Eternal
      and Epoch shall give prompt written notice to Buyer of all suits, actions,
      governmental investigations and legal, administrative, arbitration and
      other Proceedings, and all other controversies, which arise or are
      commenced by or against Epoch, or are threatened by or, to the best of its
      Knowledge, against Epoch after the date of this
  Agreement.

            


    

    


    
      	
              5.4.  

            	
              Confidentiality of
      Information

            


    

    


    Eternal,
Epoch and Buyer agree to keep confidential the contents of this Agreement and
any information in connection with the Contemplated Transactions, including but
not limited to Letter Agreement dated June 7, 2006, and Amendment No. 1 dated
June 17, 2008, entered into by and among the CMC Group, Epoch and Eternal and
the Preliminary, Non-binding Draft Indication of Interest, issued by the CMC
Group on October 12, 2008 and acknowledgment of the receipt of T.F. Shiao
on behalf of Epoch and Eternal on October 13, 2008.  Unless otherwise
required by applicable law, neither Eternal, Epoch nor the Buyer shall disclose
any part of this Agreement without a prior written Consent of the other Parties;
provided, however, Eternal, Epoch or Buyer may disclose the contents of this
Agreement to a reasonable extent in order to exercise or protect its rights
under this Agreement or to make applicable regulatory filings and
disclosures. Notwithstanding any provision to the contrary, Buyer shall
have the right to use and disclose the information and data of Epoch after the
First Closing Date.

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

        CONFIDENTIAL
TREATMENT

      

    

    
 

    
      	
              5.5.  

            	
              Best
      Efforts

            


    

    


    Each of
Buyer, Epoch and Eternal shall use its best efforts and proceed with all
diligence to cause the conditions specified in Section 4 hereof to be satisfied
at or prior to the applicable Closings.

    


    
      	
              5.6.  

            	
              Distribution
      Agreement

            


    

    


    Between
the date of this Agreement and the First Closing Date, Buyer and
Eternal  shall discuss in good faith to conclude a distributorship
agreement, with the intent for such agreement to be entered into by and between
Epoch and Eternal on the First Closing Date, which enables Eternal, or an
affiliate of Eternal reasonably acceptable to Buyer, to serve as a
regionally exclusive distributor in Taiwan and the PRC, for Epoch's LCD
manufacturing applications products sold or under development as of the date of
this Agreement, including but not limited to liquid crystal display slurry and
clean products (“Distribution Agreement”).

    


    


    
      	
              5.7.  

            	
              Pre-Closing Share
      Transfer and Election of New Directors and
    Supervisors

            


    

    


    Between
the date of this Agreement and the First Closing Date, Eternal shall
transfer one thousand shares to Buyer and cause Epoch to register Buyer as a
shareholder of Epoch at any day prior to 16 days in advance of the First Closing
Date.   Prior to the First Closing Date or immediately before the
First Closing on the First Closing Date, Eternal shall cause Epoch to convene a
special shareholders meeting to elect one of Buyer's representatives as new
directors and supervisors of Epoch.

    


    


    5.8           Updated Due
Diligence

    


    Buyer shall be entitled to perform
Updated Due Diligence prior to the First Closing Date hereof.

    


    5.9           IP Assignment
Agreement

    


    Epoch and
Eternal shall enter into an intellectual property assignment agreement on the
First Closing Date substantially in the form and substance reasonably
satisfactory to Eternal and Buyer, wherein Epoch shall assign fifty percent
(50%) of the rights related to the patents application of 3D TSV, which has been
filed by Epoch, to Eternal (or its designee) and agree that each party may
freely exercise such rights as a whole without obtaining consent from, and
without accounting to, the other.  Epoch and Eternal shall enter into
an intellectual property assignment agreement on the First Closing Date
substantially in the form and substance reasonably satisfactory to Eternal and
Buyer, wherein Epoch shall assign one-hundred percent (100%) of the rights
related to the patents application of 3D wire bond, which has been filed by
Epoch, to Eternal (or its designee).

    


    5.10           Trademark Assignment
Agreement

    


    Buyer,
Epoch, and Eternal shall enter into a trademark assignment agreement on the
First Closing Date substantially in the form and substance reasonably
satisfactory to Eternal and Buyer, wherein Buyer and Epoch agree that Epoch
shall assign the trademarks which include the word “Eternal” to Eternal or its
designee.

    


    5.11
Directors’ and Officers’
Insurance

    


    Epoch
shall use good faith efforts to have purchased “run-off” directors and officers
insurance for the three-year period following the First Closing Date covering
directors and officers of Epoch who served prior to the First Closing
Date.

    


    5.12           Non-Competition
Undertaking

    


    Eternal
and Epoch shall cause each of Mr. T.F. Shiao and Mr. Shun-Ren Huang to
respectively sign an undertaking on or prior to the First Closing Date that he
does not owns, or has owned, of record, or as a beneficial owner, an equity
interest or any other financial or profit interest in any Person that has
engaged in competition with Epoch with respect to any line of the products or
services of Epoch, except for passive ownership of less than one percent (1%) of
the outstanding capital stock of any publicly traded company.

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

        CONFIDENTIAL
TREATMENT

      

    

    
 

    
      	
              SECTION
      6  

            	
                         REPRESENTATIONS,
      WARRANTIES AND COVENANTS OF ETERNAL AND
EPOCH

            


    

    


    
      	
              6.1.  

            	
              Except
      as otherwise set forth in the schedules, or as otherwise approved in
      writing by Buyer, Eternal and Epoch hereby represent, warrant and covenant
      to Buyer as follows:

            


    

    


    The
Representations, Warranties and Covenants of Eternal and Epoch with respect to
transfer of the Eternal First Shares and Eternal Second Shares, the Epoch
Business and the Epoch Assets as set out in Schedule 2 are effective and
valid during the applicable Warranty Period.

     

    
      	
              6.2.  

            	
              Subject
      to Section 2.5 hereof, Buyer may use the Trust Amount to offset any claims
      (or parts of any claims) that Buyer may have against Eternal under this
      Agreement, the amount of any such Liability shall not be limited to the
      Trust Amount.

            


    

    


    
      	
              SECTION
      7  

            	
                         REPRESENTATIONS
      AND WARRANTIES OF BUYER

            


    

    


    The
Representations, Warranties and Covenants of Buyer as set out in Schedule 3 are effective and valid for
the applicable Warranty Period.

    


    
      	
              SECTION
      8  

            	
                         INDEMNIFICATION

            


    

    


    
      	
              8.1.  

            	
              Indemnification by
      Eternal

            


    

    


    Eternal
shall indemnify and hold harmless ("Indemnify") Buyer, from and
against all losses and Liabilities  (including reasonable attorneys'
fees and other expenses),  (each, a "Loss") awarded by an
applicable court, arbitration tribunal, or other body  to have
occurred from (i) a Breach by Eternal or Epoch of any of the Representations
Warranties, Covenants, and Indemnities set forth in Schedule 2 or in any agreement or
instrument delivered by Eternal or Epoch in connection with this Agreement; (ii)
any and all Losses related to [  ***  ]; and (iii) any material
third-party claim unasserted as of the First Closing Date but relating to events
occurring prior to the First Closing Date, and relating to events prior to the
Second Closing Date for a Breach by Eternal of any of the Representations and
Warranties, Covenants, Indemnities set forth in Schedule 2.B.  For the purpose of
this Agreement, Loss sustained by Epoch from any Breach by Eternal of any
Representations, Warranties, Covenants, and Indemnities set forth in Schedule 2 or in any agreement
or instrument and delivered by Eternal in connection with this Agreement shall
be deemed as the Loss of Buyer; provided, however,
that Eternal shall have no obligation to Indemnify Buyer against Losses under
this Section 8.1 until Buyer has suffered such Losses in excess of USD$100,000
 after which point Eternal shall be obligated to Indemnify Buyer from and
against all such Losses, including the first USD$100,000 of such Losses under
this Section 8.1; provided further, that notwithstanding the preceding clause or
any disclosure under the Schedule of Exceptions or elsewhere, any Losses
suffered by Buyer by reason of [ ***  ] shall not be subject to the
prior clause but instead shall be indemnifiable independently and in addition to
such limitation from the first dollar of Loss.

    


    
      	
              8.2.  

            	
              Indemnification by
      Buyer

            


    

    


    Buyer
shall indemnify Eternal from and against all Losses incurred directly or
indirectly from any breach by Buyer of any of its Representations, Warranties
and Covenants, or any instrument delivered by Buyer in connection with this
Agreement.

    


    
      	
              8.3.  

            	
              Claims for
      Indemnification 

            


    

    


    In the
event of the occurrence of any event which either Party asserts is an
indemnifiable event pursuant to this Section 8, such Party shall notify the
indemnifying Party promptly and, if such event involves the claims of any Third
Party, the indemnifying Party shall have the right to have sole control over,
and shall assume all expense with respect to, the defense, settlement,
adjustment or compromise of any claims as to which this Section 8 requires it to
indemnify the other Party, provided that (i) the indemnified Party may, if it so
desires, employ counsel at its own expense to assist in the handling of such
claims and (ii) the indemnified Party shall obtain the prior written approval of
the indemnifying Party, which shall not be unreasonably withheld, before
entering into any settlement, adjustment or compromise of such claim or ceasing
to defend against such claim, if pursuant thereto or as a result thereof there
would be imposed injunctive or other relief against the indemnifying Party or
the indemnifying Party would be required to make any payment.

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

        CONFIDENTIAL
TREATMENT

      

    

    
 

    
      	
              8.4.  

            	
              Warranty Period for
      General Matters

            


    

    


    The
rights of Buyer to claim against the Eternal to Indemnify Buyer for the Loss and
Indemnified Amount in respect to the Eternal’s Warranty for General Matters will
cease to be effective two (2) months after expiration of the Warranty
Period for General Matters, except for the Eternal’s intentional concealment of
any Breach of any Eternal’s Warranty for general matters.

    


    
      	
              8.5.  

            	
              Warranty Period for
      Taxes

            


    

    


    The
rights of Buyer to claim against Eternal to Indemnify Buyer for the Loss and
Indemnified Amount in respect to the Eternal’s Warranty for Taxes will
cease to be effective two (2) months after expiration of the Warranty
Period for Taxes, except for the Eternal’s intentional concealment of any Breach
of any Eternal’s Warranty for Taxes.  Provided, however, any
Indemnified Amount in respect to the Eternal’s Warranty for Taxes shall be
offset by any tax refunds of Epoch resulting from taxes previously paid by Epoch
for its business activities prior to First Closing and to be refunded after
First Closing.

    


    
      	
              8.6.  

            	
              Warranty Period for
      Environmental Issues

            


    

    


    The
rights of Buyer to claim against Eternal to Indemnify Buyer for the Loss and
Indemnified Amount in respect to the Eternal’s Warranty for Environmental Issues
will cease to be effective two (2) months after expiration of the Warranty
Period for Environmental Issues, except for the Eternal’s intentional
concealment of any Breach of any Eternal’s Warranty for environmental
issues.

    


    
      	
              8.7.  

            	
              Warranty Period for
      Pension and Employee Benefit
Matters

            


    

    


    The
rights of Buyer to claim against Eternal to Indemnify Buyer for the Loss and
Indemnified Amount in respect to Eternal’s Warranty for pension and employee
benefit matters will cease to be effective two (2) months after expiration
of the Warranty Period for Employee Benefit Matters, except for the Eternal’s
intentional concealment of any Breach of any Eternal’s Warranty for pension and
employee benefit matters.

    


    
      	
              8.8.  

            	
              Limitation of
      Liability

            


    

    


    Unless
otherwise specified in this Agreement, in no event shall either Party be liable
for respect to any special or indirect damages suffered in connection with
this Agreement, however caused and under any theory of liability whether based
in contract, tort (including negligence), products liability, or otherwise. The
foregoing limitations shall apply regardless of whether the other Party has been
advised of the possibility of such damages and notwithstanding the failure of
essential purpose of any limited remedy stated herein.

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

        CONFIDENTIAL
TREATMENT

      

    

    
 

    
      	
              SECTION
      9  

            	
                         TERMINATION

            


    

    


    
      	
              9.1.  

            	
              Grounds for
      Termination

            


    

    


    At any
time prior to the First Closing, this Agreement and the Contemplated Transaction
may be terminated as follows:

    


    
      	
              a.  

            	
              By
      mutual written Consent of the Parties hereto, upon no liability by one
      Party to another;

            


    

    


    
      	
              b.  

            	
              By
      Buyer, without liability to Eternal, Epoch or the Major Co-Sellers, if
      there has been a material misrepresentation or a material Breach of
      covenant or warranty by Eternal or Epoch of its representations and
      warranties as set forth herein or as set forth in any schedules hereto;
      including a Breach by Eternal of its indemnification obligations when due
      in accordance with Section 8.1 with respect to any Loss related to any
      Taxes payable by Epoch, and Eternal have not cured such Breach within the
      earlier of (i) the First Closing Date, or (ii) the date which is ten (10)
      days after the date of receipt by Eternal of written notice of such Breach
      from Buyer; provided, however, that if the notice of a Breach is provided
      less than ten (10) days prior to the First Closing, the First Closing Date
      shall automatically be extended to the 11th
      date following Eternal’s receipt of the
notice;

            


    

    


    
      	
              c.  

            	
              By
      Eternal, without liability to Buyer, if there has been a
      material misrepresentation or a material Breach of covenant or
      warranty by Buyer of its representations and warranties as set forth
      herein or as set forth in any Schedule hereto, and Buyer has not cured
      such Breach within the earlier of (i) the date of the First Closing, or
      (ii) the date which is ten (10) days after the date of receipt by Buyer of
      written notice of such Breach from Buyer;
or

            


    

    


    
      	
              d.  

            	
              By
      Eternal or Buyer by written notice, upon no payment by one Party to any
      other Party, if the First Closing has not taken place on or before
      June 30, 2009 (such date to be automatically extended until September 30,
      2009 if the necessary, foreign investment approval, anti-trust approvals
      or any other Government Authorization  have not been obtained by
      Buyer on or prior to such date), or such other date as the Parties
      may agree upon in writing due to the fault of neither Eternal nor Buyer
      (e.g., Buyer's good faith failure to obtain Government Authorization,
      Epoch's and Eternal’s good faith failure to satisfy the conditions of
      First Closing).

            


    

    


    After the
First Closing, in no event shall Buyer or Eternal have any right to rescind or
terminate this Agreement.

    


    
      	
              9.2.  

            	
              Effect of
      Termination

            


    

    


    In the
event that this Agreement shall be terminated pursuant to the provisions of
Section 9.1 hereof, all of the following shall occur:

    


    
      	
              a.  

            	
              all
      further obligations of the Parties hereto under this Agreement shall
      terminate, except for the obligations of each Party under this Section 9.2
      and Section 5.4.

            


    

    


    
      	
              b.  

            	
              In
      the event that the Agreement is terminated under Section 9.1 prior to the
      First Closing, the Buyer shall transfer the one thousand shares back to
      the shareholder who transferred the shares to the Buyer under Section 4.1
      (q) and cause the directors that are representatives of Buyer to
      resign from Epoch on or prior to the termination date. Buyer shall bear
      the costs and fees associated with transferring back the one thousand
      shares to the shareholder who transferred to Buyer under Section 4.1 (k)
      and the resignation of its
representative.

            


    

    


    
      	
              SECTION
      10  

            	
                         [Intentionally
      Left Blank]

            


    

    


     

    
      
        
        

      

      
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              SECTION
      11  

            	
                         MISCELLANEOUS

            


    

    


    
      	
              11.1.  

            	
              Payment of Expenses
      and Fees

            


    

    


    Except as
otherwise provided herein, each Party hereto shall bear its own costs and
expenses, including but not limited to attorneys' fees incurred in connection
with the Contemplated Transaction.

    


    
      	
              11.2.  

            	
              Additional
      Assurances

            


    

    


    Eternal
and Epoch agree to execute and deliver such further instruments and documents as
may be reasonably requested by the other Party hereto from time to time to
consummate or evidence the Contemplated Transaction  or otherwise to
carry out the intent hereof.

    


    
      	
              11.3.  

            	
              Nonassignability

            


    

    


    Neither
this Agreement, nor any rights, duties or interests herein shall be assigned,
transferred, pledged, hypothecated or otherwise conveyed by either Party hereto
without the prior written Consent of the other Party hereto, except that Buyer
shall have the right to assign this Agreement (without the Consent of any Person
or Party) in the event of a change in control or to any entity owned or
controlled by, controlling or under common control with Buyer, provided that
Buyer shall guarantee the performance by the assignee of the obligations
hereunder, to the extent not yet performed by Buyer prior to such
assignment.  Any attempt to convey in violation of this
Section 11.3 shall be void and shall constitute a default
hereunder.

    


    
      	
              11.4.  

            	
              Entire
      Agreement

            


    

    


    This
Agreement and the schedules hereto constitute the entire agreement between the
Parties hereto pertaining to the subject matter hereof, and supersede all prior
and contemporaneous agreements and understandings of the Parties with respect to
the subject matter hereof.  There are no warranties, representations
or other agreements between the Parties in connection with the subject
matter hereof, except as specifically set forth herein.  No
supplement, modification or waiver of this Agreement shall be binding unless
executed in writing by the Party to be bound thereby. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provision hereof (whether or not similar), nor shall such waiver
constitute a continuing waiver, unless otherwise expressly provided
therein.

    


    
      	
              11.5  

            	
                Passive Investor after
      First Closing

            


    

    


    Between
the dates of the First Closing and the Second Closing, Eternal hereby agrees to
act as a passive investor of Epoch and shall not be entitled to appoint or
designate any director(s) or supervisor(s) of Epoch, and shall not be entitled
to any management, supervisory or other operational role in or with respect to
Epoch, the Epoch Assets, or the Epoch Business; Eternal acknowledges that Buyer
shall be the controlling shareholder of Epoch, shall make all appointments and
designations of any director(s) or supervisor(s) of Epoch, and shall make all
management, supervisory and other operational decisions in or with respect to
Epoch, the Epoch Assets and the Epoch Business.

    


    11.6  Non-Competition and
Non-Solicitation.

    


    Eternal undertakes
not to engage, directly or indirectly, in any business nor to participate in any
entities, directly or indirectly, as a shareholder or equity holder, managerial
officer, director, consultant, licensor, or otherwise, which directly competes
with Epoch in the Epoch Business in the ROC, United States of America, or the
People's of Republic of China, and other countries where Epoch or Buyer have
business operations or sales for a period of four (4) years after the First
Closing Date, provided,
however, that such undertaking does not apply to any of Eternal’s efforts
or business with respect to the development, manufacture, and sale of products
related to 3D  TSV and 3D packaging and the distribution of Epoch's
LCD manufacturing applications products. Without limiting Eternal’s
obligation to cause the Non-Eternal Shareholders to enter into the Non-Eternal
Share Purchase Agreement, Eternal shall further and specifically cause the
following persons to enter into the non-competition provisions included in the
Non-Eternal Share Purchase Agreement in form and substance as the
non-competition provisions set forth in this Section 11.6:  T.F. Shiao
and Mr. Shun-Ren Huang.

    


    Eternal shall not, for a period of
five (5) years following the First Closing Date, directly or
indirectly, hire or employ, or attempt to hire or employ, any of the directors,
managerial officers, or other employees of Epoch or solicit or induce, or
attempt to solicit or induce, any of the directors, managerial officers, or
other employees to leave Epoch for whatever reason; provided, however, that
Eternal shall not be prohibited from hiring or employing those employees of
Epoch who have been terminated involuntarily by Epoch, or, after the second
anniversary of the First Closing Date, hiring or employing those employees who
have voluntarily terminated their employment with Epoch without breaching their
employment agreements with Epoch.

    


     

    
      
        
        

      

      
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    11.7  Governing
Law

    


    This
Agreement shall be governed by and construed in accordance with the laws of the
ROC.

    


    11.8  Jurisdiction

    


    If there
is any dispute arising herefrom, the Parties shall act in good faith to settle
the dispute in an amicable manner.  In the event that the Parties fail
to reach a settlement on any dispute, then the Parties shall submit such dispute
for arbitration.  The arbitration shall be conducted in English at
Taipei, Taiwan in accordance with the Arbitration Act of the ROC.

    


    11.9
Public
Announcements

    


    Following
the date hereof and prior to the First Closing, any public announcement, press
release or similar publicity with respect to this Agreement or the Contemplated
Transactions will be issued at such time and in such manner as Buyer determines,
provided, however, that the text of any press release shall be subject to the
prior review and comment of Epoch and Eternal.  From and after the
Closing, any public announcement, press release or similar publicity with
respect to this Agreement or the Contemplated Transactions will be issued, if at
all, at such time and in such manner as Buyer determines.

    


    As
promptly as practicable following the date hereof, Epoch and Buyer will consult
with each other concerning the timing, substance and means by which Epoch's
employees, customers, suppliers and others having dealings with Epoch will be
informed of the Contemplated Transactions prior to the First Closing, and Buyer
will have the right to be present for and/or otherwise participate in all such
communications.

     

     

    
      
        
        

      

      
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    11.10 Notices

    


    Any
notices or other communications required or permitted hereunder shall be in
writing and shall be delivered to the Party to be noticed by courier or
telecopy, or shall be sent to such Party by certified or registered mail,
postage prepaid and return receipt requested, at the address set forth
below:

    


    If to
Eternal, including Epoch:

    


    To
Epoch:

    T.F.
Shiao

    President

    Address:
578, Chien-Kung Rd

    Kaohsiung, Taiwan 807

    Tel:

    Fax:  866-7-3833355

    


    To
Eternal: T.F. Shiao

    Vice President

    Eternal Chemical Co.,
Ltd.

    Address:
578, Chien-Kung Rd

    Kaohsiung, Taiwan 807

    Republic of China

    Tel:

    Fax:  866-7-3833355

    


    with a
copy to:

    [  ]

    Address:

    Tel:

    Fax:

    


    If to
Buyer:

    H. Carol
Bernstein

    Vice
President, Secretary and General Counsel

    Cabot
Microelectronics
Corporation/                                                               Director,
Cabot Microelectronics Global Corporation

    Address:
870 N. Commons Drive

    Aurora,
IL 60504, U.S.A. 

    Tel:
630-375-5461

    Fax:  630-499-2644

    


    With copy
to:

    S. T.
Lan, Lee and Li Attorneys-at-Law

    Address:
7th Fl., 201 Tun Hua North Road,

    Taipei,
Taiwan, ROC

    Tel:
2-2715-3300

    Fax:
2-2713-3966

    


    or at
such other address as shall from time to time be furnished in writing by the
Party to be noticed.  Any such notice or communication shall be deemed
to have been given upon the date sent.

    


    [-
Remainder of Page Intentionally Left Blank -]

    


    
      
        
           


        

        
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    IN
WITNESS WHEREOF, each of the Parties hereto has executed this Agreement, or has
caused this Agreement to be executed on its behalf by its duly authorized
officer, all as of the day and year first above written.

    


    


    


    
      	
              Buyer:

               

              Cabot
      Microelectronics Global Corporations

               

               

              By: /s/

               

              Title:

               

               

               

               

            	
              Eternal
      Chemical Co., Ltd.

               

               

               

              By:__/s/_________________

              Title:
      Legal Representative

               

            


    

    


    Epoch
Material Co. Ltd., for purpose of Sections 4, 5, 6 and 11.2 only

    


    


    


    


    By: /s/ 

    Name:

    Title:
Legal Representative

    


    Major
Co-Sellers for purposes of Section 2.1(a)(ii).

     

    


    


    


    By:  /s/ 

    Name: T.F.
Shiao

    


    


    By:  /s/  

    Name: Guo
Lun Kao

    


    


    


    By:  /s/ 

    Name: Mr.
Tsung-Ho Lee

    


    
      
        
           


        

        
          29

          
            

          

        

        
           


          CONFIDENTIAL
TREATMENT

        

      

    

    


    


    


    Pursuant
to Item 601(b)(2) of Regulation S-K, Cabot Microelectronics Corporation hereby
agrees to furnish supplementally to the Securities and Exchange Commission a
copy of the following schedules to the Share Purchase Agreement dated December
19, 2008 among Cabot Microelectronics Global Corporation, Eternal Chemical Co.,
Ltd., the Major Co-Sellers, and Epoch Material Co. Ltd., which have been omitted
from this filing:

    


    


    Schedule
1.          List of
Shareholders of Epoch

    


    Schedule
1-2.       Major Co-Sellers

    


    Schedule
1-2(A). List of Relatives of Major Co-Sellers who are shareholders of
Epoch

    


    Schedule
1-3.       Old Plant II

    


    Schedule
1-4.       Real Property Lease

    


    Schedule
2.           Representations,
Warranties and Covenants of Eternal

    


    Schedule
2-1.        Financial Statements of
Epoch for the fiscal year 2007

    


    Schedule
2-2.        Material changes since
September 30, 2008

    


    Schedule
2-3.        A List of each Material
Contract

    


    Schedule
2-4.        A List of the employment
information

    


    Schedule
2-5.        A List of Insurance
Policies

    


    Schedule
2-6.        A List of Proceedings by or
against Epoch

    


    Schedule
2-7.        A List of Intellectual
Properties

    


    Schedule
2-8.        A List of
Permits

    


    Schedule
2-9         List of Accounts
Receivable

    


    Schedule
2-10       A List of Lease Agreements and
Real Property Leases

    


    Schedule
2-11       A List of Tangible Personal
Property

    


    Schedule
2-12       A List of Hazardous
Materials

    


    Schedule
2-13       A List of Purchase Order and Accounts
Payable

    


    Schedule
2-14       A List of Related Persons

    


    Schedule
3.            Buyer's
Warranty

    


    Schedule  4.           List
of Executive Officers of Epoch

    


    Schedule
5.            Closing
Documents

    


    Schedule
6.            Officers
and Clients Lists

    


    Schedule
7.            List
of Epoch Personnel to Sign Mandate/Employee Agreements

    


    Schedule
8.            Planned
Capital Commitments

    


    Schedule
9             Chief
Executive Officer and Chief Financial Officer Certified Matters

    


    Schedule
10           Seller’s Counsel
Certified Matters

    


    Attachment
A       Schedule of Exceptions

    


    Attachment
B        Form of Mandate or Employment
Agreements

    


    Attachment
C        Form of Non-Eternal Share
Purchase Agreement

     

    


     

    30