exv10w2






Exhibit 10.2




ASSET PURCHASE AGREEMENT




     This Asset Purchase Agreement (this “Agreement”) is made as of December 9, 2008 (the
“Effective Date”), by and among Delta Design Singapore PTE. LTD., formed pursuant to the laws of
the Republic of Singapore (“Buyer”), on the one hand, and Dover German Intra-Group Service GmbH, a
limited liability company formed pursuant to the laws of the Federal Republic of Germany (“German
Seller”), Delaware Capital Formation, Inc., a Delaware corporation (“US Seller”), Dover Global
Trading PTE. LTD., formed pursuant to the laws of the Republic of Singapore (the “Company”) and
Dover Electronic Technologies, Inc., a Delaware corporation (“Parent”) on the other hand. Each of
German Seller, US Seller, the Company and Parent is sometimes referred to herein individually as
“Seller” and collectively as “Sellers”. Buyer and Sellers are sometimes individually referred to
herein as a “Party” and collectively as “Parties.”



RECITALS




     WHEREAS, the Company is engaged in, and the Assets (as defined herein) to be purchased from
the Company pursuant to this Agreement are used in, the business of the manufacture, sale and
service of gravity-fed and in-strip semiconductor test handlers and related products as conducted
by a division of the Company under the name “Rasco” and variants thereof, including, but not
limited to, “Rasco Automation Asia” (the “Business”);



     WHEREAS, Buyer desires to purchase the Assets and assume the Assumed Liabilities (as defined
herein) of the Business, as more particularly described herein, and such transaction shall be
consummated concurrent with the closing of the Share Purchase Agreement (as defined below);



     WHEREAS, German Seller is the sole shareholder of Rasco GmbH, a limited liability company
organized under the laws of the Federal Republic of Germany (the “German Company”) and US Seller is
the sole shareholder of Rosenheim Automation Systems Corporation, a California corporation (“US
Company”); and



     WHEREAS, concurrent with the execution of this Agreement, Buyer desires to purchase and
Sellers desire to sell all the outstanding shares of capital stock of the US Company and the German
Company pursuant to that certain Share Purchase and Transfer Agreement dated as of December 5,
2008 (the “Share Purchase Agreement”).



     NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING THE PARTIES HEREBY AGREE AS FOLLOWS:



AGREEMENT




     The parties, intending to be legally bound, agree as follows:



1. DEFINITIONS




     For purposes of this Agreement, the following terms have the meanings specified or referred to
in this Section 1, and any terms not defined herein shall have the meanings specified in the Share
Purchase Agreement:



 









 





     “Agreement”— as defined in the initial paragraph of this Agreement.



     “AP Disclosure Schedule” — the AP Disclosure Schedule delivered by Company to Buyer
concurrently with the execution and delivery of this Agreement.



     “Applicable Contract” — any Contract relating to the Business or Assets (a) under which the
Company has or may acquire any rights or (b) under which the Company, or any Assets owned by it (or
used by it pursuant to a written agreement) may become subject or bound to any obligation or
liability.



     “Assets” — as defined in Section 2.1.



     “Asset Closing Documents”— as defined in Section 4.2.



     “Assumed Liabilities” — as defined in Section 2.5.



     “Best Efforts” — the efforts that a prudent Person desirous of achieving a result would use
in similar circumstances to ensure that such result is achieved as expeditiously as reasonably
possible; provided, however, that an obligation to use Best Efforts under this Agreement
does not require the Person subject to that obligation to take actions that would result in a
material adverse change in the benefits to such Person of this Agreement and the Contemplated
Transactions.



     “Breach” — a “Breach” of a representation, warranty, covenant, obligation, or other provision
of this Agreement or any instrument delivered pursuant to this Agreement will be deemed to have
occurred if there is or has been any inaccuracy in or breach of, or any failure to perform or
comply with, such representation, warranty, covenant, obligation, or other provision, as the case
may be.



     “Business” — as defined in the Recitals of this Agreement.



     “Buyer” — as defined in the initial paragraph of this Agreement.



     “Closing” — as defined in Section 2.7.



     “Closing Date” — as defined in Section 2.7.



     “Company” — as defined in the initial paragraph of this Agreement.



     “Company Proprietary Rights” — any Proprietary Rights owned by or licensed to the Company and
relating to the Business or otherwise used in the Business.



     “Consent” — any approval, consent, ratification, waiver, or other authorization (including
any Governmental Authorization).



     “Contemplated Transactions” — all of the transactions contemplated by this Agreement and the
Share Purchase Agreement, including, but not limited to:



          (a) the sale and transfer of the US Shares, the German Shares and the Assets by US Seller,
German Seller and Company, respectively, to Buyer;




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          (b) the performance by Buyer and Sellers of their respective covenants and obligations under
this Agreement and the Share Purchase Agreement;




          (c) the execution and delivery of employment agreements with the managing directors as well as
certain key employees of the Acquired Companies (as defined in the Share Purchase Agreement);




          (d) Buyer’s acquisition and ownership of the Shares and Assets;




          (e) the execution and delivery of the Transition Services Agreement;




          (f) the execution and delivery of the Turret Patent License; and




          (g) the execution and delivery of the Assumption of Liabilities Agreement.




     “German Seller” — as defined in the Recitals of this Agreement.



     “Interim Balance Sheet” — an unaudited combined balance sheet of US Company, German Company
and the Business as at August 31, 2008.



     “Knowledge” — an individual will be deemed to have “Knowledge” of a particular fact or other
matter if such individual is actually aware of such fact or other matter; and Sellers and the
Company shall be deemed to have “Knowledge” of a particular fact or other matter if any of the
following individuals has, or at any time had, Knowledge of such fact or other matter: Peter J.
Marshall, Mark E. Miller, Alex Waldauf, Sabine Loferer, Bernhard Feil, Christian Hellmuth, Alfred
Langer, David R. Van Loan, Christian Klimm, Roman Steiger and John Hartner.



     “Material Adverse Effect” — shall have the meaning ascribed to the term in the Share Purchase
Agreement but only with respect to the Business.



     “MCE Employees” —  as defined in Section 5.2.



     “Non MCE Employees” —  as defined in Section 5.2.



     “Notice of Termination” —  as defined in Section 5.2.



     “Notice of Transfer” —  as defined in Section 5.2.



     “Offer of Employment” —  as defined in Section 5.2.



     “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:



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




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          (b) such action is not required to be authorized by the board of directors of such Person (or
by any Person or group of Persons exercising similar authority) and is not required to be
specifically authorized by the parent company (if any) of such Person.




     “Properties” — the leasehold properties, details of which are set out in Section 3.3 of the
AP Disclosure Schedule.



     “Purchase Price” — as defined in Section 2.3.



     “Related Person” — with respect to a particular individual:



          (a) each other member of such individual’s Family (as defined below);




          (b) any Person that is directly or indirectly controlled by such individual or one or more
members of such individual’s Family;




          (c) any Person in which such individual or members of such individual’s Family hold
(individually or in the aggregate) a Material Interest (defined below); and




          (d) any Person with respect to which such individual or one or more members of such
individual’s Family serves as a director, officer, partner, executor, or trustee (or in a like
capacity).




     With respect to a specified Person other than an individual:



          (a) any Person that directly or indirectly controls, is directly or indirectly controlled by,
or is directly or indirectly under common control with such specified Person;




          (b) any Person that holds a Material Interest in such specified Person;




          (c) each Person that serves as a director, officer, partner, executor, or trustee of such
specified Person (or in a like capacity);




          (d) any Person in which such specified Person holds a Material Interest;




          (e) any Person with respect to which such specified Person serves as a general partner or a
trustee (or in a similar capacity); and




          (f) any Related Person of any individual described in clause (b) or (c).



For purposes of this definition, (a) the “Family” of an individual includes (i) the individual,
(ii) the individual’s spouse, (iii) any parent, step-parent, sibling, child or step-child of such
individual, (iv) mother-in law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law of such individual, and (v) any other relative who is sharing a household with such
individual, and (b) “Material Interest” means direct or indirect beneficial ownership (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of voting securities or other
voting interests representing at least 50% plus one vote of the outstanding voting power of a
Person or equity securities or other equity interests representing at least 50% plus one vote of


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the outstanding equity securities or equity interests in a Person, except in the case of a
reference to any of the Sellers, in respect to each of which Material Interest shall mean direct or
indirect beneficial ownership of voting securities or other voting interests representing at least
5% of the outstanding voting power of a Person or equity securities or other equity interests
representing at least 5% of the outstanding equity securities or equity interests in a Person.




     “Retained Liabilities” — as defined in Section 2.6.



     “Seller” — as defined in the initial paragraph of this Agreement.



     “Share Purchase Agreement” — as defined in the Recitals of this Agreement.



     “Subsidiary” — with respect to any Person (the “Owner”), any corporation or other Person of
which securities or other interests having the power to elect a majority of that corporation’s or
other Person’s board of directors or similar governing body, or otherwise having the power to
direct the business and policies of that corporation or other Person (other than securities or
other interests having such power only upon the happening of a contingency that has not occurred)
are held by the Owner or one or more of its Subsidiaries; when used without reference to a
particular Person, “Subsidiary” means a Subsidiary of the Company.



     “Tax” — any and all current taxes and tax-related ancillary obligations under the laws of any
jurisdiction, and any levy and any other charge including, but not limited to, all forms of
taxation, duties, levies, imposts and social security charges, whether direct or indirect
including, without limitation, corporate income tax, trade tax, real estate transfer tax, payroll
taxes, wage withholding tax, national social security contributions and employee social security
contributions, value added tax, customs and excise duties, capital tax and other legal transaction
taxes, dividend withholding tax, land taxes, environmental taxes and duties and any other type of
taxes or duties payable by virtue of any applicable national, regional or local law or regulation
and which may be due directly or by virtue of joint and several liability in any relevant
jurisdiction; together with any interest, penalties, surcharges or fines relating thereto, due,
payable, levied, imposed upon or owed in any relevant jurisdiction; no matter how they are levied
or determined.



     “US Seller” — as defined in the initial paragraph of this Agreement.



2. PURCHASE PRICE AND TRANSFER OF ASSETS AND LIABILITIES




     2.1 Transfer of Assets. On the terms and subject to the conditions set forth in this
Agreement, at the Closing, Buyer shall purchase from the Company, and the Company shall sell,
transfer, novate, assign, convey and deliver to Buyer, all of Company’s right, title and interest
in and to the assets of the Business, including, without limitation, all of the assets, properties,
rights, goodwill, contracts and claims of or associated with the operation of the Business,
wherever located, whether tangible or intangible, real or personal, known or unknown, actual or
contingent, as the same shall exist as of the Closing (such rights, title and interest in and to
all such assets, properties, rights, contracts and claims, being collectively referred to herein
as, the “Assets”). All right, title and interest to the Assets shall pass to Buyer upon deposit of
the Purchase Price (as defined below) in the accounts of Sellers at Closing.



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     2.2 Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or
elsewhere in this Agreement, the following assets of the Company (collectively, the “Excluded
Assets”) are not part of the sale and purchase contemplated hereunder, are excluded from the Assets
and shall remain the property of Seller after the Closing:



          (a) all cash in the bank accounts of the Company on the Closing Date including outstanding
checks and deposits presented to the applicable depositing bank but not cleared, provided that any
such outstanding check or deposit does in the ultimate clear;




          (b) any Company intercompany accounts receivable due from Related Persons for cross charges,
advances or notes receivable, and current income Taxes receivable; and




          (c) all assets of the Company other than those used in or associated with the Business.




     2.3 Purchase Price. Purchase Price shall be as specified in the Share Purchase Agreement and
allocated in accordance with Section 3.3 thereof. After the Closing, the parties shall make
consistent use of the allocation specified in Section 3.3 of the Share Purchase Agreement for
all Tax purposes and in all filings, declarations and reports with the IRS in respect thereof,
including the reports required to be filed under Section 1060 of the Code. Buyer shall
prepare and deliver IRS Form 8594 to Seller within ninety (90) days after the Closing Date to
be filed with the IRS. In any Proceeding related to the determination of any Tax, neither
Buyer nor the Sellers shall contend or represent that such allocation is not a correct
allocation.



     2.4 Certain Provisions Relating to the Purchased Assets.



          (a) To the extent that a contract, permit or other asset which would otherwise be included
within the definition of “Assets,” or any claim, right or benefit arising thereunder or resulting
therefrom (each an “Interest” and collectively the “Interests”), is not capable of being sold,
novated, assigned, transferred or conveyed without the approval, consent or waiver of the issuer
thereof or the other party thereto, or any third person (including a Governmental Body), and such
approval, consent or waiver has not been obtained prior to the Closing, or if such sale, novation,
assignment, transfer or conveyance or attempted sale, novation, assignment, transfer or conveyance
would constitute a Breach thereof or a violation of any law, decree, order, regulation or other
governmental edict, this Agreement shall not constitute a sale, novation, assignment, transfer or
conveyance thereof, or an attempted sale, novation, assignment, transfer or conveyance thereof.




          (b) Sellers and Buyer shall use their Best Efforts and shall cooperate to obtain all
approvals, consents or waivers necessary to convey to Buyer each Interest as of the Closing. The
failure to obtain any approval, consent or waiver necessary to convey any Interest to Buyer shall
not affect the obligations of the parties to close hereunder. Subsequent to the Closing, Sellers,
as applicable, shall execute and deliver any other instruments and take any actions, which may be
reasonably required for the implementation of this Agreement and the transactions contemplated
hereby. In addition, with respect to Material Contracts, Sellers (as applicable) and Buyer shall
at Buyer’s sole discretion enter into mutually agreeable subcontracting or similar arrangements
covering the period between Closing and the date on which Sellers obtain the




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applicable third
party’s (including, a Governmental Body) approval, consent, novation or waiver necessary to convey
such Material Contract.




     2.5 Assumed Liabilities. Effective as of the Closing Date, Buyer shall assume and agree to
discharge all liabilities of the Company associated with the Business (the “Assumed Liabilities”)
with the exception of the Retained Liabilities as defined in Section 2.6.



     2.6 Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of
and shall be retained, paid, performed and discharged solely by the Company. “Retained
Liabilities” shall mean the following liabilities of the Company:



          (a) all corporate income taxes, trade taxes, dividend withholding taxes or any similar such
taxes and any interest, penalties, surcharges or fines relating thereto (i) payable, accrued or
that become payable or are incurred by the Company relating to periods prior to the Closing Date or
(ii) assessed against the Company or Buyer as a result of the Contemplated Transactions or (iii)
that result from activities or actions of the Sellers, Buyer or the Company following the Closing
Date as a result of the Contemplated Transactions;




          (b) any liability under any Contract assumed by Buyer that arises after the Closing Date but
that arises out of or relates to any Breach that occurred prior to the Closing Date, provided
Sellers or the Company had Knowledge as of the Closing Date;




          (c) any liability under any Contract relating to Seller’s credit facilities or any security
interest related thereto;




          (d) any liability accrued and payable prior to Closing under the Company’s Plans (as defined
in the Share Purchase Agreement) in respect to Company’s employees or former employees or both;




          (e) any liability accrued and payable prior to Closing under any agreement with any employee
of Company or any of its Related Persons in respect to employment, severance, retention or
termination;




          (f) any liability arising out of or relating to any employee grievance existing and known by
the Company prior to Closing;




          (g) any liability of Company to any shareholder or Related Person of Company or any
shareholder;




          (h) any liability to indemnify, reimburse or advance amounts to any officer, director,
employee or agent of Company (other than in respect to reimbursement of business-related expenses
of general employees or agents of Business accrued in Ordinary Course of Business);




          (i) any liability to distribute to any of Company’s shareholders or otherwise apply all or any
part of the consideration received hereunder;




          (j) any liability arising out of any Proceeding pending as of the Closing Date;




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          (k) any liability arising out of any Proceeding commenced after the Closing Date and arising
out of or relating to any occurrence or event happening prior to the Closing
Date, provided Sellers or the Company had Knowledge of such occurrence or event as of the
Closing Date;




          (l) any liability arising out of or resulting from Company’s noncompliance prior to Closing
with any Legal Requirement or Order of any Governmental Body, provided Sellers or the Company had
Knowledge of such noncompliance as of the Closing Date;




          (m) any liability of Company under this Agreement or any other document executed in connection
with the Contemplated Transactions; and




          (n) any liability of Company based upon Company’s acts or omissions occurring after the
Closing Date.




     2.7 Closing. The closing of the purchase, sale and transfer of the Assets and assumption of
the Assumed Liabilities (the “Closing”) provided for in this Agreement shall take place at the time
and place of the “Closing” (as defined in the Share Purchase Agreement) or such other time as may
be mutually agreed by Buyer and Sellers (the “Closing Date”).



     2.8 Closing Obligations. In addition to any other documents to be delivered under other
provisions of this Agreement and the Share Purchase Agreement, at the Closing:



          (a) The Company shall deliver to Buyer:




               (i) assignment, novation or such other appropriate document or instrument of transfer as the
case may require of all of the Assets that are intangible personal property in a form acceptable to
Buyer and its counsel, executed by the Company;



               (ii) for each interest in real property a recordable warranty deed, an assignment and
assumption of lease or such other appropriate document or instrument of transfer, as the case may
require, each in a form acceptable to Buyer and its counsel and executed by the Company;



               (iii) assignments of all Company Proprietary Rights relating to the Business each in a form
acceptable to Buyer and its counsel and executed by the Company;



               (iv) such other deeds, bills of sale, assignments, certificates of title, documents and other
instruments of transfer and conveyance as may reasonably be requested by Buyer, each in a form
acceptable to Buyer and its legal counsel executed by the Company;



               (v) appropriate evidence of the consent of the necessary third parties and/or Governmental
Bodies to the transfer, novation or assignment to Buyer of the all assumed contracts and permits
not identified as Excluded Assets or Retained Liabilities, each in a form acceptable to Buyer and
its counsel executed by the Company; and



               (vi) a certificate of the Secretary of the Company certifying and attaching all requisite
resolutions or actions of the Company’s board of directors and



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shareholders approving the execution
and delivery of this Agreement and the consummation of
this Agreement and certifying to the incumbency and signatures of the officers of the Company
executing this Agreement and any other document relating to this Agreement.



          (b) Buyer shall deliver to Company:




               (i) The Purchase Price, as contemplated by the Share Purchase Agreement;



               (ii) a certificate executed by the chief executive officer or chief financial officer of Buyer
with a statement that the Buyer’s representations and warranties in this Agreement are true and
correct as of the Closing Date and that each of Buyer’s covenants and obligations under this
Agreement have been complied with or performed in all material respects as of the Closing Date; and



               (iii) a certificate executed by the Secretary of Buyer certifying and attaching all requisite
resolutions or actions of Buyer’s board of directors approving the execution and delivery of this
Agreement and certifying to the incumbency and signatures of the officers of Buyer executing this
Agreement and any other document relating to this Agreement.



3. REPRESENTATIONS AND WARRANTIES OF SELLERS




     Sellers jointly and severally represent and warrant to Buyer that the following statements are
true and correct:



     3.1 Organization and Good Standing.



          (a) Section 3.1(a) of the AP Disclosure Schedule contains a complete and accurate list of the
Company, and any direct or indirect Subsidiary of the Company, its name, its jurisdiction of
incorporation, other jurisdictions in which it is authorized to do business, and its capitalization
(including the identity of each shareholder and the number of shares held by each).




          (b) The Company is a corporation or other juristic business entity duly organized, validly
existing, and in good standing under the laws of its jurisdiction of formation, with full power and
authority to conduct its business as it is now being conducted, to own or use the properties and
assets that it purports to own or use, and to perform its obligations. The Company exists in a
legally valid manner as a private limited company, continues to exist and is entitled to carry on
its business in its current form. The Company is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each state or other jurisdiction in which
either the ownership or use of the properties owned or used by it, or the nature of the activities
conducted by it, requires such qualification, except where failure to be so qualified or to attain
such standing could not reasonably be expected to have a Material Adverse Effect on the Company.




          (c) Annex 3.1(c) contains true and correct copies of the Company’s Organizational
Documents, as are currently in effect.




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          (d) No insolvency proceedings have been initiated against the Company and there are no present
circumstances which would justify the initiation of such proceedings. The
Company has not entered into any moratorium agreement or similar agreement with its creditors,
has stopped or suspended payment of its debts, become unable to pay its debts or otherwise become
insolvent in any jurisdiction. The Company’s assets have not been seized or confiscated by or on
behalf of any third party, and there are no foreclosure, forfeiture, execution or enforcement
proceedings pending or threatened, with respect to the Company or its Assets. There are no facts
or events which may reasonably be expected to result in any proceedings or other events as referred
to in this Section 3.1(d) including, but not limited to, the following:




               (i) No order has been made, nor any petition or other application been presented, or
resolution passed or meeting convened for the winding-up, judicial management, administration or
receivership of the Company, nor are there any grounds on which any person would be entitled to
have the Company wound up or placed under judicial management, administration or receivership, nor
has any person threatened to present such a petition or convened or threatened to convene a meeting
of the Company to consider a resolution to wind up the Company or any other resolutions, nor has
any such step been taken in relation to the Company under the law relating to insolvency or the
relief of debtors.



               (ii) No receiver, judicial manager or any other person in similar capacity (including, where
relevant, an administrative receiver and manager) has been appointed over the whole or any part of
any of the property, assets and/or undertaking of the Company and the Company is not aware of any
grounds on which a petition or an application could be based for the appointment of such a
receiver.



               (iii) No composition in satisfaction of the debts of the Company, or scheme of arrangement of
its affairs or compromise or arrangement between it and its respective creditors and/or members,
has been proposed, sanctioned or approved.



               (iv) No distress, distraint, charging order, garnishee order, execution or any other process
has been levied or applied for in respect of the whole or any part of any of the property, assets
and/or undertaking of the Company.



               (v) No material event has occurred causing, or which upon intervention or notice by any third
party may cause, any floating charge created by the Company to crystallise or any charge created by
it to become enforceable, nor has any such crystallisation occurred or is such enforcement in
process



               (vi) No events or circumstances analogous to any of those referred to in paragraphs (i) to (v)
above have occurred, subsist or are contemplated in any jurisdiction.



     3.2 Authority.



          (a) To the extent necessary under Legal Requirements and the Organizational Documents of the
Company, the Asset Closing Documents have been authorized by the board of directors of the Company
and, if necessary, the shareholders of the Company. Upon the execution of the Asset Closing
Documents and the Closing Documents, the Asset Closing Documents will constitute the legal, valid,
and binding obligations of the Company, enforceable




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against the Company in accordance with their
respective terms. The execution of the Asset Closing Documents by the Company and the performance
of the Contemplated Transactions do
not conflict with any provision of the Organizational Documents of the Company. The Company
has the absolute and unrestricted right, power, authority, and capacity to execute and deliver the
Asset Closing Documents, and to perform its obligations under such Asset Closing Documents,
including without limitation to own, hold, sell and transfer the Assets.




          (b) Except as set forth in Section 3.2(b) of the AP Disclosure Schedule, neither the execution
of this Agreement nor the consummation or performance of any of the Contemplated Transactions will,
directly or indirectly (with or without notice or lapse of time):




               (i) contravene, conflict with, or result in a violation of (A) any provision of the
Organizational Documents of the Company, or (B) any resolution adopted by the board of directors or
the shareholders of the Company;



               (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or
other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy
or obtain any relief under, any Legal Requirement or any Order to which the Company, or any of the
assets owned or used by the Company, may be subject;



               (iii) contravene, conflict with, or result in a violation of any of the terms or requirements
of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or
modify, any Governmental Authorization that is held by the Company or that otherwise relates to the
business of, or any of the assets owned or used by, the Company;



               (iv) cause any of the Assets to become subject to, or to become liable for the payment of, any
Tax;



               (v) contravene, conflict with, or result in a violation or breach of any provision of, or give
any Person the right to declare a default or exercise any remedy under, or to accelerate the
maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or



               (vi) result in the imposition or creation of any Encumbrance upon or with respect to any of
the assets owned or used by the Company.



          (c) Except as set forth in Section 3.2(c) of the AP Disclosure Schedule, the execution and
performance by the Company of this Agreement and the consummation of the Contemplated Transactions
do not require any consent or waiver by, or filing with, any Governmental Body and do not violate
any applicable law or decision of any court, Governmental Body or arbitrator binding on the
Company.




          (d) Except as set forth in Section 3.2(d) of the AP Disclosure Schedule, the Company will not
be required to give any notice to or obtain any Consent from any Person in connection with the
execution of this Agreement or the consummation or performance of any of the Contemplated
Transactions.




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     3.3 Title to Properties; Encumbrances.



          (a) The AP Disclosure Schedule contains a complete and accurate list of all real property,
leaseholds, or other interests in real property owned by the Company and used in or associated with
the Business. The Company has delivered or made available to Buyer copies of the deeds and other
instruments (as recorded) by which the Company acquired such real property and interests, and
copies of all title insurance policies, opinions, abstracts, and surveys in the possession of the
Company and relating to such property or interests. The Company owns (with good and marketable
title in the case of real property, subject only to the matters permitted by the following
sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or
intangible) that it purports to own, including all of the properties and assets reflected in the
Interim Balance Sheet associated with the Business (except for assets held under capitalized leases
disclosed or not required to be disclosed in Section 3.3 of the AP Disclosure Schedule, retentions
of title agreement in the Ordinary Course of Business and personal property sold in the Ordinary
Course of Business since the date of the Interim Balance Sheet and associated with the Business),
and all of the properties and assets purchased or otherwise acquired by the Company since the date
of the Interim Balance Sheet and associated with the Business (except for personal property
acquired and sold since the date of the Interim Balance Sheet and associated with the Business in
the Ordinary Course of Business and consistent with past practice), which subsequently purchased or
acquired properties and assets (other than inventory and short-term investments, and other than
those assets purchased or properties acquired in the Ordinary Course of Business) are listed in
Section 3.3 of the AP Disclosure Schedule. All Material properties and assets reflected in the
Interim Balance Sheet that are associated with the Business are free and clear of all Encumbrances
and are not, in the case of real property, subject to any rights of way, building use restrictions,
exceptions, variances, reservations, or limitations of any nature except, with respect to all such
properties and assets, (a) mortgages or security interests associated with the Business shown on
the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which
no default (or event that, with notice or lapse of time or both, would constitute a default)
exists, (b) mortgages or security interests incurred in connection with the purchase of property or
assets associated with the Business after the date of the Interim Balance Sheet (such mortgages and
security interests being limited to the property or assets so acquired), with respect to which no
default (or event that, with notice or lapse of time or both, would constitute a default) exists,
(c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor
imperfections of title, if any, none of which is substantial in amount, detracts from the value or
impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii)
zoning laws and other land use restrictions that do not impair the present or anticipated use of
the property subject thereto. The Company holds no fee interests in real property that are
included among the Assets.




          (b) Except as set forth at Section 3.3 of the AP Disclosure Schedule:




               (i) The Company has paid the rent and observed and performed the covenants on the part of the
tenant and the conditions contained in any leases (which expression in this paragraph (a) includes
underleases) under which the Properties are held in all material respects and the last demand (or
receipts for rent if issued) were unqualified, and all the leases are valid and in full force.



12









 





               (ii) All licenses, consents and approvals required from the landlords and any superior
landlords under any leases of the Properties have been obtained, and the
covenants on the part of the tenant contained in the licenses, consents and approvals have
been duly performed and observed.



               (iii) There are no rent reviews under the leases of the Properties held by the Company in
progress.



               (iv) No obligation necessary to comply with any notice or other requirement given by the
landlord under any leases of the Properties is outstanding and unobserved and unperformed.



               (v) There is no material obligation to reinstate the Properties by removing or dismantling any
alteration made to it by the Company or any predecessor in title to the Company.



               (vi) The Company does not own the lease to any property which has a term exceeding three (3)
years.



               (vii) There are no claims by the landlord or any third party against the Company for rent
arrears, reinstatement costs and such other costs and expenses which may be payable in connection
with the Company’s lease of any of the leased Properties.



     3.4 Brokers. No broker, finder, investment banker or other Person is entitled to any
brokerage, finder’s or other fee or commission in connection with this Agreement based upon
arrangements made by or on behalf of the Company.



     3.5 Disclosure. No representation or warranty of Sellers or Company in this Agreement and no
statement in the AP Disclosure Schedule omits to state a material fact necessary to make the
statements herein or therein, in light of the circumstances in which they were made, not
misleading.



4. REPRESENTATIONS AND WARRANTIES OF BUYER




     The Buyer represents and warrants to the Company that the following statements are true and
correct:



     4.1 Organization and Good Standing. Buyer is a corporation duly organized, validly existing,
and in good standing under the laws of the Republic of Singapore.



     4.2 Authority; No Conflict.



          (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable
against Buyer in accordance with its terms. Upon the execution of this Agreement and the necessary
agreements and documentation related hereto in connection with Closing (the “Asset Closing
Documents”) this Agreement will constitute the legal, valid, and binding obligations of Buyer,
enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and
unrestricted right, power, and authority to execute and deliver




13









 







this Agreement and the Asset
Closing Documents and to perform its obligations hereunder and thereunder.




          (b) Except as set forth in Section 4.2 of Buyer’s AP Disclosure Schedule, neither the
execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the
Contemplated Transactions by Buyer will give any Person the right to prevent, delay, or otherwise
interfere with any of the Contemplated Transactions pursuant to:




               (i) any provision of Buyer’s Organizational Documents;



               (ii) any resolution adopted by the board of directors or the shareholders of Buyer; or



               (iii) any Legal Requirement or Order to which Buyer may be subject.


Except as set forth in Section 4.2 of Buyer’s AP Disclosure Schedule, Buyer is not and will not be
required to obtain any Consent from any Person in connection with the execution and delivery of
this Agreement or the consummation or performance of any of the Contemplated Transactions.




     4.3 Certain Proceedings. There is no pending Proceeding that has been commenced against Buyer
and that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise
interfering with, any of the Contemplated Transactions. To Buyer’s Knowledge, no such Proceeding
has been Threatened.



5. CERTAIN COVENANTS AND OTHER AGREEMENTS




     5.1 Share Purchase Agreement Covenants and Agreements. The covenants and other agreements as
set forth in Section 6 of the Share Purchase Agreement shall apply to the Buyer and the Company in
all respects as if the Company hereunder were an “Acquired Company”, a “Party” and a “Seller”, and
the Buyer hereunder were the “Buyer” as defined in the Share Purchase Agreement.



     5.2 Transfer of Employees. As of Closing or as soon as practicable following the Closing, the
Company shall provide certain employees of the Company in managerial, confidential and executive
positions (the “MCE Employees”) with an appropriate notice of termination of employment in
connection with the sale of the Assets (the “Notice of Termination”), and simultaneously with the
Company providing the Notice of Termination, the Buyer shall provide certain MCE Employees with an
appropriate offer of employment (the “Offer of Employment”). The Notice of Termination shall be in
a form reasonably acceptable to Buyer. Further, as of Closing or as soon as practicable following
the Closing, the Company shall provide certain employees of the Company other than the MCE
Employees (the “Non-MCE Employees”) with an appropriate notice of transfer to the Buyer in
connection with the sale of the Assets (the “Notice of Transfer”). The Notice of Transfer shall be
in a form reasonably acceptable to Buyer. 



     5.3 Expenses; Termination Fees. All fees and expenses incurred in connection with this
Agreement shall be paid pursuant to Section 9.1 of the Share Purchase Agreement.



14









 





6. INDEMNIFICATION; REMEDIES




     Section 6 “Indemnification; Remedies” of this Agreement hereby incorporates by reference
Section 8 (Indemnification; Remedies) of the Share Purchase Agreement, which Section 8 shall apply
with full force and effect as if the “Company” hereunder was a “Seller” in the Share Purchase
Agreement and the “Buyer” hereunder was a “Buyer” in the Share Purchase Agreement. Any claim for
damages under this Agreement shall be treated as a claim under the Share Purchase Agreement.



7. GENERAL PROVISIONS




     7.1 Confidential Information. Unless mutually agreed in writing, Buyer and Sellers each shall
hold, in strict confidence, unless compelled to disclose by judicial or administrative process or,
in the opinion of legal counsel, by other requirements of law, all confidential information
concerning any other party hereto furnished by such other party or its representatives pursuant to
this Agreement (except to the extent that such information can be shown to have been (i) available
to such party on a non-confidential basis prior to its disclosure by such other party, (ii) in the
public domain through no fault of such party or (iii) later lawfully acquired from other sources by
such party), and no party shall release or disclose such information to any other person, except to
its auditors, attorneys, financial advisors, bankers, and other consultants and advisors who shall
be advised of the provisions of this Section 7.1. Notwithstanding the foregoing, Buyer and Sellers
may disclose confidential information to (i) their respective officers, directors, employees,
agents and Representatives who have a need to know such information in furtherance of the
transactions contemplated by this Agreement and any ancillary agreements, and (ii) any third party
that executes a confidentiality agreement to keep all such information confidential to the same
extent as provided in this Section 7.1. Each party shall be deemed to have satisfied its
obligation to hold confidential information concerning or supplied by any other party if it
exercises the same care as it takes to preserve confidentiality for its own similar information.
Buyer and Sellers hereby expressly agree that the Purchase Price shall be considered confidential
information as contemplated by this Section 9.1.



     If the Contemplated Transactions are not consummated, each party will return or destroy as
much of such written information as the other party may reasonably request.



     7.2 Notices. All notices, Consents, waivers and other communications required or permitted by
this Agreement shall be in writing and shall be deemed given to a party when (a) delivered to the
appropriate address by hand or by nationally recognized overnight courier service (costs prepaid);
or (b) sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment
confirmed with a copy delivered as provided in clause (a), in each case to the following addresses,
facsimile numbers or e-mail addresses and marked to the attention of the person (by name or title)
designated below (or to such other address, facsimile number, e-mail address or person as a party
may designate by notice to the other parties):



15









 




If to Buyer, addressed to:



Cohu, Inc.

12367 Crosthwaite Circle

Poway, California 92064

Attn: Jeffrey D. Jones

Fax: (858) 848-8185



With a copy to:



DLA Piper LLP (US)

4365 Executive Drive, Suite 1100

San Diego, California 92121

Attn: Matthew Leivo

Fax: (858) 638-5162



If to the Company, addressed to:



C/O Dover Electronic Technologies, Inc.

17542 East 17th Street, Suite 470

Tustin, California 92780

Attn: Peter Marshall

Fax: (714) 731-7862



With a copy to:



Wilson Hart Law Firm

415 North El Camino Real, Suite B

San Clemente, California 92672

Attn: Wilson Hart

Facsimile: (949) 481-8536




     7.3 Jurisdiction; Service of Process. Any action or proceeding seeking to enforce any
provision of, or based on any right arising out of, this Agreement may be brought against any of
the parties exclusively in the courts of the Republic of Singapore, and each of the parties
consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such
action or proceeding and waives any objection to venue laid therein. Process in any action or
proceeding referred to in the preceding sentence may be served on any party anywhere in the world.



     7.4 Further Assurances. The parties agree (a) to furnish upon request to each other such
further information, (b) to execute and deliver to each other such other documents, and (c) to do
such other acts and things, all as the other party may reasonably request for the purpose of
carrying out the intent of this Agreement and the documents referred to in this Agreement.



     7.5 Waiver. The rights and remedies of the parties to this Agreement are cumulative and not
alternative. Neither the failure nor any delay by any party in exercising any right, power, or
privilege under this Agreement or the documents referred to in this Agreement will operate as



16









 







a waiver of such right, power, or privilege, and no single or partial exercise of any such
right, power, or privilege will preclude any other or further exercise of such right, power, or
privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted
by applicable law, (a) no claim or right arising out of this Agreement or the documents referred to
in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation
of the claim or right unless in writing signed by the other party; (b) no waiver that may be given
by a party will be applicable except in the specific instance for which it is given; and (c) no
notice to or demand on one party will be deemed to be a waiver of any obligation of such party or
of the right of the party giving such notice or demand to take further action without notice or
demand as provided in this Agreement or the documents referred to in this Agreement.



     7.6 Entire Agreement and Modification. This Agreement supersedes all prior agreements between
the parties with respect to its subject matter (including the Letter of Intent between Buyer and
Parent dated July 17, 2008 and constitutes (along with the documents referred to in this Agreement)
a complete and exclusive statement of the terms of the agreement between the parties with respect
to its subject matter. This Agreement may not be amended except by a written agreement executed by
each of the parties hereto.



     7.7 AP Disclosure Schedule. The disclosures in the AP Disclosure Schedule, and those in any
supplement thereto, must relate only to those representations and warranties in the Section of the
Agreement to which they expressly refer and not to any other representation or warranty in this
Agreement.



     7.8 Assignments, Successors, and No Third-Party Rights. Neither party may assign any of its
rights under this Agreement without the prior consent of the other parties, except that Buyer may
assign any of its rights under this Agreement to any wholly owned Subsidiary of Buyer. Subject to
the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to
the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred
to in this Agreement will be construed to give any Person other than the parties to this Agreement
any legal or equitable right, remedy, or claim under or with respect to this Agreement or any
provision of this Agreement. This Agreement and all of its provisions and conditions are for the
sole and exclusive benefit of the parties to this Agreement and their successors and assigns.



     7.9 Severability. If any provision of this Agreement is held invalid or unenforceable by any
court of competent jurisdiction, the other provisions of this Agreement will remain in full force
and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree
will remain in full force and effect to the extent not held invalid or unenforceable.



     7.10 Section Headings, Construction. The headings of Sections in this Agreement are provided
for convenience only and will not affect its construction or interpretation. All references to
“Section” or “Sections” refer to the corresponding Section or Sections of this Agreement. All
words used in this Agreement will be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word “including” does not limit the preceding
words or terms.



17









 





     7.11 Time of Essence. With regard to all dates and time periods set forth or referred to in
this Agreement, time is of the essence.



     7.12 Governing Law. This Agreement will be governed by the laws of the Republic of Singapore
without regard to conflicts of laws principles unless otherwise explicitly stated differently in
this Agreement.



18









 





     The parties hereto have caused this Agreement to be executed and delivered as of the date
first above written.



	 	 	 	 	 
	“BUYER”:	 DELTA DESIGN SINGAPORE PTE. LTD.,

formed pursuant to the laws of the Republic of 

Singapore

 	 
	 	By:  	/s/ James A. Donahue
 	 
	 	 	Name:  	James A. Donahue 	 
	 	 	Title:  	President & CEO 	 
	 
	“GERMAN SELLER”: 	DOVER GERMAN INTRA-GROUP SERVICE 

GMBH, a limited liability company formed pursuant

to the laws of the Federal Republic of Germany

 	 
	 	By:  	/s/ Peter J. Marshall
 	 
	 	 	Name:  	Peter J. Marshall 	 
	 	 	Title:  	Attorney-in-fact 	 
	 
	“US SELLER”: 	DELAWARE CAPITAL FORMATION, INC., 

a Delaware corporation

 	 
	 	By:  	/s/ Peter J. Marshall
 	 
	 	 	Name:  	Peter J. Marshall 	 
	 	 	Title:  	Attorney-in-fact 	 
	 
	“COMPANY”:	 DOVER GLOBAL TRADING PTE. LTD.,

formed pursuant to the laws of the Republic of Singapore

 	 
	 	By:  	/s/ Peter J. Marshall
 	 
	 	 	Name:  	Peter J. Marshall 	 
	 	 	Title:  	Attorney-in-fact 	 
	 
	“PARENT”:	 DOVER ELECTRONIC TECHNOLOGIES, 

INC., a Delaware corporation

 	 
	 	By:  	/s/ Peter J. Marshall
 	 
	 	 	Name:  	Peter J. Marshall 	 
	 	 	Title:  	Vice President & CFO 	 



 









 






	 	 	 	 	 



TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	 	Page
	1.	 	DEFINITIONS
	 	1
	 	 	 
	 	 
	2.	 	PURCHASE PRICE AND TRANSFER OF ASSETS AND LIABILITIES
	 	5
	 	 	 
	 	 
	 	 	2.1 Transfer of Assets
	 	5
	 	 	2.2 Excluded Assets
	 	6
	 	 	2.3 Purchase Price
	 	6
	 	 	2.4 Certain Provisions Relating to the Purchased Assets
	 	6
	 	 	2.5 Assumed Liabilities
	 	7
	 	 	2.6 Retained Liabilities
	 	7
	 	 	2.7 Closing
	 	8
	 	 	2.8 Closing Obligations
	 	8
	 	 	 
	 	 
	3.	 	REPRESENTATIONS AND WARRANTIES OF SELLERS
	 	9
	 	 	 
	 	 
	 	 	3.1 Organization and Good Standing
	 	9
	 	 	3.2 Authority
	 	10
	 	 	3.3 Title to Properties; Encumbrances
	 	12
	 	 	3.4 Brokers
	 	13
	 	 	3.5 Disclosure
	 	13
	 	 	 
	 	 
	4.	 	REPRESENTATIONS AND WARRANTIES OF BUYER
	 	13
	 	 	 
	 	 
	 	 	4.1 Organization and Good Standing
	 	13
	 	 	4.2 Authority; No Conflict
	 	13
	 	 	4.3 Certain Proceedings
	 	14
	 	 	 
	 	 
	5.	 	CERTAIN COVENANTS AND OTHER AGREEMENTS
	 	14
	 	 	 
	 	 
	 	 	5.1 Share Purchase Agreement Covenants and Agreements
	 	14
	 	 	5.2 Transfer of Employees
	 	14
	 	 	5.3 Expenses; Termination Fees
	 	14
	 	 	 
	 	 
	6.	 	INDEMNIFICATION; REMEDIES
	 	15
	 	 	 
	 	 
	7.	 	GENERAL PROVISIONS
	 	15
	 	 	 
	 	 
	 	 	7.1 Confidential Information
	 	15
	 	 	7.2 Notices
	 	15
	 	 	7.3 Jurisdiction; Service of Process
	 	16
	 	 	7.4 Further Assurances
	 	16
	 	 	7.5 Waiver
	 	16
	 	 	7.6 Entire Agreement and Modification
	 	17
	 	 	7.7 AP Disclosure Schedule
	 	17
	 	 	7.8 Assignments, Successors, and No Third-Party Rights
	 	17
	 	 	7.9 Severability
	 	17
	 	 	7.10 Section Headings, Construction
	 	17
	 	 	7.11 Time of Essence
	 	18
	 	 	7.12 Governing Law
	 	18






i