____________________________________________________ SHARE PURCHASE AND TRANSFER AGREEMENT ____________________________________________________ regarding the Acquisition of DMS Dynamic Micro Systems Semiconductor Equipment GmbH

Mr. Lutz Martin Rebstock, born on 25. September 1962, business address: Im Wiesengrund 17, 78315 Radolfzell, identified by his Identity-Card,

DMS Beteiligungs GmbH, a German limited liability company with its registered seat in Radolfzell, Germany, and its business address at Im Wiesengrund 17, 78315 Radolfzell, Germany, registered with the Local Court in Freiburg i.Br., under HRB 550779;

DMS Dynamic Micro Systems Semiconductor Equipment GmbH, a German limited liability company with it registered seat in Radolfzell, Germany, and its business address at Im Wiesengrund 17, 78315 Radolfzell, Germany, registered with the Local Court in Freiburg i.Br. under HRB 550318;

Mr. Jens Babendererde, born on 9. March 1963, business address: Klosterweg 21b, 23617 Stockelsdorf, identified by his Identity-Card,

Mr. Peter W. Kremer, born on 9. May 1963, business address: Schackstraße 1, 80539 München, personally know to me, the Notary,

Brooks Automation (Germany) GmbH, Germany, a corporation established under the laws of Germany, with its corporate headquarters in Jena and its business address at Ernst-Ruska-Ring 11, 07745 Jena, Germany;

Brooks Automation, Inc., USA, a corporation under the laws of Delaware, with its corporate headquarters in Chelmsford, Massachusetts, and its business address at 15 Elizabeth Drive, Chelmsford, MA 01824, U.S.A.

DMS Beteiligungs GmbH, a German limited liability company with its registered seat in Radolfzell, Germany, and its business address at Im Wiesengrund 17, 78315 Radolfzell, Germany, registered with the Local Court in Freiburg i.Br., under HRB 550779;

HSH Nordbank AG, a German stock corporation with its registered seats in Hamburg, Germany, and Kiel, Germany, and business addresses in Gerhart-Hauptmann-Platz 50, 20095 Hamburg, and Martensdamm 6, 24103 Kiel, registered with the Local Courts of Hamburg under HRB 87366 and Kiel under HRB 6127 Kl.

Brooks Automation (Germany) GmbH, Germany, a corporation established under the laws of Germany, with its corporate headquarters in Jena and its business address at Ernst-Ruska-Ring 11, 07745 Jena, Germany;

Brooks Automation, Inc., USA, a corporation under the laws of Delaware, with its corporate headquarters in Chelmsford, Massachusetts, and its business address at 15 Elizabeth Drive, Chelmsford, MA 01824, U.S.A.

DMS Dynamic Micro Systems Semiconductor Equipment GmbH, a German limited liability company with its registered seat in Radolfzell, Germany, and its business address at Im Wiesengrund 17, 78315 Radolfzell, Germany, registered with the Local Court in Freiburg i.Br. under HRB 550318;

The Seller directly holds all shares in DMS Dynamic Micro Systems Semiconductor Equipment GmbH, a German limited liability company with its registered seat in Radolfzell, Germany, and its business address at Im Wiesengrund 17, 78315 Radolfzell, Germany, registered with the Local Court of Freiburg i.Br. under HRB 550318 (the “Acquired Company” as defined above).

The Acquired Company is engaged in the business of the development, manufacturing and distribution of equipment to the worldwide semiconductor industry.

The Seller intends to sell all shares in the Acquired Company to the Purchaser. The Purchaser and its Affiliates are as well active in the business of the development, manufacturing and distribution of equipment to the worldwide semiconductor industry and intends to purchase the shares in the Acquired Company.

HSH Nordbank is the ultimate shareholder of the Seller and has granted certain loans to the Acquired Company which shall be sold and assigned to Brooks Automation, Inc. in connection and simultaneously with the sale and transfer of the shares in the Acquired Company to the Purchaser.

The Acquired Company has entered into a domination and profit and loss transfer agreement (Beherrschungs- und Ergebnisabführungsvertrag) with the Seller as the controlling enterprise on 29 December 2003 which has been registered in the Commercial Register of the Acquired Company (hereinafter referred to as "Profit Loss Transfer Agreement").

On April 25 and 28, 2014 a reference deed, notarial deed Nr. 2209/2014 of the Notary public Dr. Bernhard Schaub, Munich, has been recorded on behalf of the Parties, subject to their approval. Reference is made to this deed. The reference deed has been on hand in Original while notarization. The content of the reference deed is known by the Parties, the Parties permit the content of the reference deed and approve this deed. The Parties waived their right to have it read out aloud by the Notary and to attach it to this deed. As far as reference is made in this Share Purchase and Transfer Agreement to Exhibits, the Exhibits are attached to the Reference Deed, if not otherwise stated in the Share Purchase and Transfer Agreement.

EUR 23,000,000 (in words: Euro twenty-three million) (the “Base Amount”),

minus the Financial Debt of the Acquired Company as of the close of business on the Closing Date (the “Closing Date Financial Debt”)

minus the DMS Group Financing Balance (as defined below),

plus the Cash of the Business as of the close of the Acquired Company on the Closing Date (the “Closing Date Cash”),

minus the amount by which the Net Working Capital of the Acquired Company as of the close of business on the Closing Date (the “Closing Date Net Working Capital”) falls short of the amount of EUR 7,064,644 (in words: Euro seven million sixty-four-thousand six-hundred-forty-four) or plus the amount by which the Closing Date Net Working Capital exceeds the amount of EUR 7,064,644 (in words: Euro seven million sixty-four-thousand six-hundred-forty-four) (the “Closing Date Working Capital Deviation”).

any Liabilities to credit institutes (Verbindlichkeiten gegenüber Kreditinstituten) pursuant to section 266 para. 3 C no. 2 HGB (German Commercial Code) as well as any other liabilities comparable with liabilities to banks, whether or not interest bearing, excluding, however, any liabilities under the DMS Group Financing Balance (as defined below) which shall in no event be taken into consideration for the calculation of the Financial Debt as at the Closing Date;

any Liabilities from bonds (Anleihen) pursuant to section 266 para. 3 C no. 1 HGB;

any Liabilities resulting from bills of exchange and promissory notes pursuant to section 266 para. 3 C no. 5 HGB;

any Liabilities to the Seller or Seller’s Affiliates pursuant to section 266 para. 3 C no. 6 HGB, in each case except for any Liabilities qualifying as trade accounts payable or as liabilities to credit institutes;

pension liabilities pursuant to section 266 para. 3 C no. 8 HGB and pension accruals pursuant to section 266 para. 3 B no. 1 HGB;

any accruals for taxes pursuant to section 266 para. 3 B no. 2 HGB (Steuerrückstellungen) and tax liabilities (Steuerverbindlichkeiten);

any liabilities by the Acquired Company to Directors and Officers, employees and advisors in connection with the transaction contemplated in this Agreement or accruals therefore.

any cash on hand, demand deposits with banks and short-term, highly liquid investments that are readily convertible to a known amount of cash, and that are subject to an insignificant risk of changes in value, checks pursuant to section 266 para. 2 B IV HGB;

any receivables resulting from loans granted by the Acquired Company to the Seller or Seller’s Affiliates pursuant to section 266 para. 2 A III no.2 HGB;

any receivables of the Acquired Company from the Seller or Seller’s Affiliates pursuant to section 266 para. 2 B II no.2 HGB, in each case except for receivables qualifying as trade accounts payable; and

any securities pursuant to section 266 para. 2 A III no.5 HGB

HSH Nordbank and the Acquired Company have entered into several credit facility and loan agreements details of which are set forth in Exhibit 5.1.1 and which are in effect at the Signing Date showing the (credit and debit) balances as at 24 April 2014 as set forth in Exhibit 5.1.1 (hereinafter referred to as the “DMS-Group-Financing”).

The Seller procures that up until the Closing Date the DMS-Group-Financing shall consistently continue with the framework conditions and terms as agreed and applied in past practice. The interest rates within the DMS-Group-Financing applicable three (3) Business Days prior to the Signing Date are reflected in Exhibit 5.1.2 and shall not be subject to adjustments if the Closing (as defined in Section 9) takes place on or before 30 April 2014, otherwise shall be adjusted in accordance with the relevant agreements governing the DMS-Group-Financing.

The Seller procures that subject to Section 5.2.2 below the DMS-Group-Financing shall be terminated by the Closing Date. Any overdrafts or loans granted or deposits received, including interest accrued thereon up to and including the Closing Date, shall be set-off against each other, as the case may be, and shall be calculated with effect as at the Closing Date by way of balancing accounts, except as otherwise set out in this Agreement, (such balance, including any interest accrued thereon, is hereinafter referred to as “DMS-Group-Financing-Balance”). For the avoidance of doubt it is agreed that during the period up until the Closing the Seller shall be solely responsible for the financing of the Acquired Company. This responsibility shall pass to the Purchaser upon the transfer of the DMS GmbH Shares at the Closing.

The DMS-Group-Financing-Balance shall be settled on a Euro-for-Euro basis in accordance with the following provisions:

At the Closing Brooks Automation, Inc. shall acquire from HSH Nordbank and HSH Nordbank shall sell and transfer the DMS-Group-Financing-Balance with effect as at the Closing to Brooks Automation, Inc. (or any other companies named by the Purchaser) by way of a separate sale and transfer agreement in the form attached as Exhibit 5.2.2 to be agreed upon at the Closing for a consideration in the nominal value of the DMS-Group-Financing Balance (such consideration hereinafter referred to as “DMS-Group-Financing Purchase Price”). The DMS-Group-Financing Purchase Price shall be paid at the Closing in accordance with the provisions set forth in Section 10.2.1 below.

HSH Nordbank shall provide the Purchaser (also on behalf of Brooks Automation, Inc.) and the Acquired Company no later than two (2) Business Days prior to the Scheduled Closing Date or, if the Scheduled Closing Date is set within a shorter time frame, without undue delay after the specification of the Scheduled Closing Date, with a notification of the DMS-Group-Financing Balance as at the Closing Date (hereinafter referred to as “DMS Group Financing-Balance-Notification”). Purchaser is entitled to examine the balance including all accounting transactions by itself or by an auditor to be nominated by the Purchaser, whereupon the maturity date pursuant to this Section 5.2.2 is not affected. To the extent that the Purchaser does not object to the contents of the DMS Group Financing-Balance-Notification in writing within one (1) month following the Closing, the DMS Group Financing-Balance-Notification shall be deemed approved and shall become final and binding. If the Parties cannot agree within two (2) weeks following the service of written objections by the Purchaser, the Purchaser shall have another two (2) weeks to initiate proceedings in accordance with Section 7.2 below. If such proceedings result in an adjustment of the DMS-Group-Financing Purchase Price, Section 6.1.3 of this Agreement shall apply mutatis mutandis. If the Purchaser does not initiate such proceedings, the DMS Group Financing-Balance-Notification shall be deemed approved and shall become final and binding.

For the avoidance of doubt: Apart from the DMS-Group-Financing-Balance there are no debt balances owed to HSH Nordbank other than regular bank accounts.

The Seller has furnished the Purchaser with an assessment of the Purchase Price for Shares with a calculation in accordance with the purchase price calculation in Section 4.1.1 under specification of the estimated Financial Debt, Cash and Closing Date Net Working Capital as of the Closing Date (30 April 2014), based on management projections as per May 2, 2014, as set forth in Exhibit 4.1.1, it being understood that the amount under the item “Preliminary Purchase Price pursuant to Section 6.1.1” (EUR 16,486,441) as shown in Exhibit 4.1.1 will be adjusted upward or downward by the same amount as the DMS-Group-Financing-Balance specified in the DMS Group-Financing-Balance Notification pursuant to Section 5.2.2 (2) deviates from the position “Total Debt Assumed” (EUR 10,162,967) set forth in Exhibit 4.1.1. The preliminary Purchase Price for Shares estimated pursuant to the foregoing sentence shall be referred to as the “Preliminary Purchase Price”).

The payment of the Preliminary Purchase Price shall be made by Purchaser as follows:

    An amount of EUR 6,004,860 (in words: Euros six million four-thousand eight-hundred-sixty) (the “Escrow Amount”) shall be paid to the Escrow Account, and

    the remainder of the Preliminary Purchase Price (for Shares) shall be paid to the Seller’s Account.

The Purchase Price for Shares shall be considered finally determined once the Closing Date Financial Statements have become final and binding upon the Parties (see Section 7):

If the Purchase Price for Shares so determined exceeds the Preliminary Purchase Price, Purchaser shall pay to the Seller’s Account an amount equal to the excess.

If the Purchase Price for Shares falls short of the Preliminary Purchase Price, the Seller shall pay to the Purchaser an amount equal to the shortfall. Such amount will not be taken out of the Escrow Amount I or the Escrow Amount III. It may be taken out of the Escrow Amount II only to such extent as the shortfall is caused by a miscalculation of the Closing Date Working Capital Deviation.

A partial amount of EUR 1,000,000 (in words: Euros one million) (the “Escrow Amount I”) shall serve as collateral for the Purchaser with respect to any claims of the Purchaser against the Seller under or in connection with the TSMC Indemnity pursuant to Section 12.9 of this Agreement;

A partial amount of EUR 2,504,860 (in words: Euros two million five-hundred-four-thousand-eight-hundred-sixty) (the “Escrow Amount II”) shall serve as collateral for the Purchaser with respect to any claims pursuant to Section 6.1.3 (ii) arising from any miscalculations of the Closing Date Working Capital Deviation;

A partial amount of EUR 2,500,000 (in words: Euros two million five-hundred-thousand) (the “Escrow Amount III”) shall serve as collateral for the Purchaser with respect to any other claims of the Purchaser against the Seller under or in connection with this Agreement.

in accordance with corresponding (übereinstimmenden) written instructions by the Seller and the Purchaser, or

to the Purchaser in such amounts in which payment claims of the Purchaser against any Seller have been adjudicated by arbitral award (Schiedsspruch), court judgment (gerichtliches Urteil) within the meaning of Section 704 German Civil Procedure Code - Zivilprozessordnung - “ZPOZPO” or other enforceable instrument (weiterer Vollstreckungstitel) (Section 794 ZPO), in all cases upon presentation by the Purchaser of an original (Ausfertigung) of the respective instrument, or

eighteen (18) months after the Closing Date to the Seller’s Account with respect to the funds then remaining in the Escrow Account, less the amounts of all claims asserted by the Purchaser against the Seller under or in connection with this Agreement of which the Purchaser has notified the Escrow Agent in writing with a copy to the Seller if and to the extent that the Purchaser has not yet received payment under Sections 6.3.3(i) or 6.3.3(ii), in each case plus 10 % of the amount of such claim; any funds remaining in the Escrow Account after such release (including interest until the date of the release accrued or still accruing to the Escrow Account) shall be released by the Escrow Agent pursuant to Sections 6.3.3(i) or 6.3.3(ii), or to the Seller’s Account in the amounts of those claims of the Purchaser which have been denied or claims of the Seller which have been granted, in each case by court judgment or arbitral award, upon presentation by the Seller of an original of the respective instrument; any funds then remaining or accruing to the Escrow Account shall be released to the Seller’s Account.

in accordance with corresponding (übereinstimmenden) written instructions by the Seller and the Purchaser, or

within ten (10) Business Days after the Closing Date Financial Statements have become final and binding upon the Parties pursuant to Section 7 to the Purchaser in such amount in which the Closing Date Working Capital Deviation falls short of the amount apportioned to it in the Preliminary Purchase Price calculation pursuant to Section 6.1.1, and to the Seller’s Account with respect to the funds then potentially remaining.

the Closing Date Financial Debt,

the Closing Date Cash,

the Closing Date Net Working Capital and the Closing Date Working Capital Deviation,

the Purchase Price for Shares.

The Seller and the Purchaser shall make available to the Neutral Auditor the Closing Date Financial Statements, the Revised Closing Date Financial Statements and all other documentation and data reasonably required by the Neutral Auditor to make the required decisions and determination. Otherwise, Sections 427 and 444 of the German Civil Procedure Code shall apply accordingly. The Neutral Auditor shall be entitled to request access to the premises, personnel and information technology and accounting systems and data

The Neutral Auditor shall use best efforts to deliver its written opinion with reasons for the decisions as soon as reasonably practical and shall endeavor to do so not later than sixty (60) Business Days after the issues in dispute have been referred to the Neutral Auditor.

Subject to Section 319 BGB, the Neutral Auditor’s decisions and the Closing Date Financial Statements, as determined by the Neutral Auditor shall be final and binding upon the Parties.

The Seller and the Purchaser agree that the Profit Loss Transfer Agreement between the Seller and the Acquired Company referred to in lit. E of the Preamble shall be terminated for important cause (außerordentliche Kündigung) and additionally by mutual termination agreement (Aufhebungsvertrag) with effect as at the Closing Date. The mutual termination agreement shall, to the extent that a termination of the Profit Loss Transfer Agreement during the fiscal year of the Company is not accepted by the commercial register, alternatively provide for a termination of the Profit Loss Transfer Agreement with effect as at the end of the Company’s fiscal year. For the avoidance of doubt it is hereby clarified that in such case (internally as between the Seller and the Purchaser) the Purchaser shall be entitled to any profits generated as from the Closing and it shall be obliged to compensate any losses, as the case may be, of the period starting with the Closing and that the Seller shall as from the Closing not be entitled to dominate the Company even if the Profit Loss Transfer Agreement provides for the contrary.

The Seller and the Purchaser agree that the profits and losses transferred during the term of the Profit Loss Transfer Agreement shall be deemed final and binding as between the Parties of this Agreement and the parties of the Profit Loss Transfer Agreement and therefore cannot be further changed by the Acquired Company, the Purchaser or the Seller. The above shall apply irrespective of whether it should later turn out that during the term of the Profit Loss Transfer Agreement (either higher or lower) profits should have been transferred to the Seller or (either lower or higher) losses should have been compensated by the Seller vis-à-vis the Acquired Company than actually being transferred or compensated. This shall also apply in case the validity of the Profit Loss Transfer Agreement - for whatever reason - should later be denied under German tax and/or corporate law. The provisions in Sections 11, 12 and 13 of this Agreement shall remain unaffected by this Section 7.3.

the Purchaser shall indemnify and hold harmless the Seller from and against all obligations vis-à-vis the Acquired Company as a consequence of the Profit Loss Transfer Agreement or its termination, including, without limitation (i) any obligations to compensate losses of the Acquired Company pursuant to section 302 AktG, (ii) any obligations to reimburse profits paid under the Profit Loss Transfer Agreement and relating to the period prior to the Closing Date and (iii) any obligations under section 303 AktG, and

the Seller correspondingly waives vis-à-vis the Acquired Company all claims for the transfer of additional profits or repayment of payments made for compensation of losses if and to the extent that relevant financial statements for periods up to and including the Closing Date will be changed after the Closing.

conduct the Business only in the ordinary course of the Business and use its commercially reasonable efforts to preserve and protect the business organization of the Business, employment relationships, and relationships with customers, strategic partners, suppliers, distributors, landlords and others having dealings with the Business;

pay accounts payable and other obligations of the Business when they become due and payable in the ordinary course of the Business;

perform in the ordinary course of the Business all of its obligations under all Contracts relating to or affecting the Business or the Purchased Assets, and comply with all applicable Laws, Judgments and Governmental Authorizations;

maintain the Leased Real Estate and all other properties and assets of the Acquired Company and its Subsidiaries in a state that is consistent with the normal conduct of the Business consistent with past practice;

continue in full force and effect the certificates of insurance, binders and policies set forth in Exhibit 11.16.1 or substantially similar policies;

maintain the books and records relating to the Business consistent with the past custom and practice of the Business; and

confer with the Purchaser concerning operational matters of a material nature relating to the Business and otherwise report periodically to the Purchaser concerning the affairs of the Business.

declare, set aside or pay any dividend or other distribution (whether in cash, securities or other property) in respect of the equity or ownership interests of the Acquired Company and its Subsidiaries;

split equity or ownership interests or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of any equity or ownership interests of any Acquired Company and its Subsidiaries;

change the articles of association of the Acquired Company or its Subsidiaries;

take any acts in relation to the transformation of the Acquired Company within the scope of the UmwG;

conclude any enterprise agreement within the scope of Sections 291, 292 AktG;

resolve the liquidation of the Acquired Company or its Subsidiaries;

waive any claims of the Acquired Company or of its Subsidiaries against any current or former Directors and Officers;

enter into, assume or become subject to any Material Agreements outside the ordinary course of business;

materially amend, waive any material right under, cancel or terminate any Material Agreement or Governmental Authorization applicable to the Acquired Company or its business, properties or assets;

grant (or commit to grant) any increase in the compensation (including incentive or bonus compensation) of any employee or institute, adopt or amend (or commit to institute, adopt or amend) any general compensation or benefit plan, policy, program or arrangement or collective bargaining agreement applicable to any employees of the Business;

act or omit to act in a manner that leads to a Material Adverse Effect;

take any action or omit to take any action, which action or omission would result in a breach of any of the representations and warranties set forth in Section 11.6 ; or

agree, whether in writing or otherwise, to do any of the foregoing.

Payment by the Purchaser of the Preliminary Purchase Price pursuant to Section 6.1.1.

Payment by Brooks Automation, Inc. of the DMS Group Financing Purchase Price pursuant to Section 5.2.2.

Delivery by the Seller and the Acquired Company of termination notices and a termination agreement on the termination of the Profit Loss Transfer Agreement pursuant to Section 7.3, each in form and substance as set forth in Exhibit 10.2.1 (iii) and such other documents, instruments and agreements, including notarial and other deeds for registration of the termination in the commercial register of the Acquired Company.

Delivery by the Seller and the Purchaser to each other of a duly signed and executed copy of the agreement on the sale and transfer of the DMS-Group-Financing Balance pursuant to Section 5.2.2 above.

Delivery by the Seller to the Purchaser of the Release Letter (Collateral and Indemnity) pursuant to Section 5.2.4 duly signed and executed by HSH Nordbank.

Delivery by the Seller to the Purchaser of waiver and release letters signed by the managing directors of the Acquired Company, each in form and substance as set forth in Exhibit 10.2.1 (vi) which include a termination of the current service agreements with Peter Jelich and Lutz Rebstock with effect as at the Closing, duly signed and executed by the parties thereto.

Payment by the Seller to GrowthPoint Technology Partners LLC of the Growth Point Fees pursuant to Section 21.10 and delivery by the Seller to the Purchaser of a waiver and release letter duly signed and executed by GrowthPoint Technology Partners LLC in favor of the Acquired Company in form and substance as set forth in Exhibit 10.2.1 (vii).

The transactions contemplated herein violate applicable Law of any competent jurisdiction or any governmental or court order or decree by or to which the Seller or the Acquired Company is bound.

Since the Signing Date a Party has received an injunction or other court or governmental order that prohibits, makes illegal or otherwise restrains the Parties from consummating, or otherwise materially alter, this Agreement or the transactions contemplated herein.

Since the Signing Date an event, change, circumstance or effect occurred which is qualified a Material Adverse Effect.

Seller guarantees that the Subsidiaries have not incurred any Financial Debt up until the Closing Date which is not covered by Cash as defined in Section 4.1.2 (ii).

the inventories shown in the Financial Statements are valued in accordance with German GAAP and consistent with past accounting practices of the Acquired Company;

sufficient adjustments (Abschreibungen, Einzel- und Pauschalwertberichtigungen) were made in the Financial Statements for doubtful accounts or non-collectible receivables;

the provisions (Rückstellungen) in the Financial Statements cover all risks for which provisions have to be made under applicable GAAP; and

the financial position or earnings as reflected in the Financial Statements have not been influenced by inconsistencies of accounting practices.

paid or declared any dividend or provided any other benefits to the Seller or the Seller’s Affiliates (excluding debt service under the DMS Group Financing);

changed its accounting (including valuation and consolidation) policies or procedures;

extended any guarantees, suretyships, letters of comfort, performance or warranty bonds, or similar instruments, securing any indebtedness or other obligation of any Third Party;

incurred any material Liabilities of any kind in excess of an amount of EUR 50,000, other than trade accounts payable or other Liabilities incurred in the ordinary course of business;

delayed or otherwise deferred payments to its suppliers for goods or services purchased beyond customary practice of the industry;

made capital expenditures in a total amount in each case in excess of EUR 100,000;

sold, transferred, encumbered or otherwise disposed of any material assets, other than dispositions in the ordinary course of business;

increased or committed to increase the remuneration of any of its Directors and Officers, employees, agents or consultants other than increases in the ordinary course of business;

hired any new Directors and Officers or any new employees who qualify as material employees (leitende Angestellte);

entered into any agreement or other transaction at terms which are not at arm’s length; or

encountered a material adverse change to its business operations, assets, financial position or earnings position which would qualify as a Material Adverse Effect.

agreements for joint ventures, strategic alliances, joint development of products or technology, other forms of cooperation or similar purposes;

other than the DMS-Group-Financing listed in Exhibit 5.1.1, loan agreements with the Acquired Company as borrower or lender and other instruments evidencing financial indebtedness of or owed to the Acquired Company, in each case with outstanding amounts (including interests);

guarantees, suretyships (Bürgschaften), letters of comfort (Patronatserklärungen), performance or warranty bonds and similar instruments issued by any third party, to secure any indebtedness or other obligation of the Acquired Company or issued by the Acquired Company to secure any indebtedness or other obligation of any third party, including the Seller;

license agreements with the Acquired Company as licensee or licensor with an annual royalty in excess of EUR 25,000.00 in each case;

lease agreements regarding assets other than real estate with the Acquired Company as lessee or lessor with an annual rent in excess of EUR 25,000.00 in each case;

purchase orders by customers which resulted during the last fiscal year in a turnover exceeding EUR 1,000,000.00 in the individual case; current purchase or service orders or similar commitments by customers of the Acquired Companies for any goods or services with a purchase price or other consideration

agreements with suppliers of any goods or services which resulted during the last fiscal year, or are likely to result during the current fiscal year, in a turnover exceeding EUR 500,000.00 or which obligate the Acquired Company to purchase all or substantially all of its requirements for a particular product or service from a vendor, supplier or subcontractor, or to make minimum purchases of a particular product or service from a vendor, supplier or subcontractor, each in the individual case;

agency agreements, agreements with independent dealers and distributors, franchise agreements or other distribution agreements obliging the Acquired Company for a payment of more than EUR 25,000.00 per annum in each case;

consultancy agreements (Beraterverträge) and research and development agreements obliging the Acquired Company for a payment of more than EUR 25,000.00 per annum in each case;

agreements imposing any restriction on the Acquired Company to engage in any line of business or compete with any third party, to acquire any products or services from any third party, to sell any products to or perform any services for any third party or to develop any technology;

agreements with the Seller, the Seller’s Affiliates or any of their Related Parties;

except as disclosed in any other Exhibit to this Section 11.10.4 or elsewhere in this Agreement

agreements other than those described in lit. (i) through (xi) which are not yet fully performed regarding their main obligation (Hauptleistungspflicht) and involving a consideration or liability of the Acquired Company of more than EUR 25,000.00 per annum;

agreements outside the ordinary course of business (außerhalb des gewöhnlichen Geschäftsbetriebes), or not at arm’s length;

agreements which have a value in excess of EUR 25,000.00 and which cannot be terminated by the Acquired Company upon less than twelve months’ notice.

To Seller’s Knowledge, neither the Acquired Company nor any of its Subsidiaries, nor any of their respective directors, officers, employees, consultants, agents or other representatives (nor any Person acting on behalf of any of the foregoing) has directly, or indirectly through a third-party intermediary, paid, offered, given, promised to pay, or authorized the payment of any money or anything of value to (i) any officer or employee of a Governmental Authority, (ii) any Person acting for or on behalf of any Governmental Authority, (iii) any political party or official thereof, (iv) any candidate for political office or (v) any other Person at the suggestion, request, direction or for the benefit of any of the above-described Persons which in each case of (i) through (v) qualifies under the relevant applicable Law as a criminal act.

To the Seller’s Knowledge, (i) all exports, re-exports, sales or transfers of products or services of the Acquired Company and its Subsidiaries have been effected in accordance with all applicable laws, including anti-corruption, customs, export control, trade sanctions, anti-terrorism and anti-boycott laws, and (ii) all products shipped by the Acquired Company and its Subsidiaries have been accurately marked, labeled and transported in all material respects in accordance with applicable Laws.

Neither the Acquired Companies nor any of its Subsidiaries has conducted or initiated any internal investigation or made a voluntary disclosure to any Governmental Authority with respect to any alleged act or omission leading to a non-compliance with any applicable export or import laws or the FCPA or any other applicable Law of similar effect and no Governmental Authority has officially initiated, or threatened in writing to initiate, a proceeding against the Acquired Company, or any of its Subsidiaries, directors and officers, asserting that the Acquired Company, or any of their Subsidiaries is not in compliance with any export or import laws or the FCPA or any other applicable Law of similar effect.

Exhibit 11.14(i) sets forth an accurate and complete list of (i) the names and addresses of all customers that ordered goods and services from the Business during the 12-month period ended 31 December 2013 with an annual invoiced order volume by the Acquired Company for the respective customer in 2013 in excess of EUR 500,000.00 and (ii) the amount for which each such customer was invoiced during such period.

Exhibit 11.14(ii) sets forth an accurate and complete list of (i) the names and addresses of all suppliers to the Acquired Company from which the Business ordered raw materials, supplies, merchandise and other goods and services during the 12-month period ended 31 December 2013 with an annual invoiced order volume by the respective supplier to the Acquired Company in 2013 in excess of EUR 500,000.00 and (ii) the total amount for which each such supplier invoiced the Business during such period. The Acquired Company has not received any written notice or has any reason to believe that such supplier will not sell raw materials, supplies, merchandise and other goods and services to the Purchaser after the Closing.

any documentation and information which has been contained in the virtual data room set up by the Seller or otherwise been provided to the Purchaser, the contents of which have been stored electronically on a non-rewritable DVD which is deposited with the authenticating notary public in accordance with this Section 12.3;

any documentation and information which is referred to in this Agreement and its Exhibits;

any other written information which has been submitted to the Purchaser by the Seller and its advisors prior to the Signing Date.

The Purchaser may assert individual claims against the Seller only if such claim individually exceeds the amount of EUR 25,000 (in words: Euros twenty-five thousand) (hereinafter the “De-Minimis-Claim”). No liability shall attach to the Seller for a Breach unless and until the aggregate of all De-Minimis-Claims exceed EUR 275,000 (in words: Euros two-hundred-seventy-five thousand) (herein the “Threshold Amount”). If the Threshold Amount is exceeded, the Purchaser shall be entitled to all claims exceeding the De-Minimis-Claims.

The Seller’s liability for any claims under or in connection with this Agreement (in particular the representations and warranties set forth in Section 11.1 through Section 11.4 and the Tax indemnity set forth in Section 13.1 of this Agreement) is limited overall to the total of the Purchase Price for Shares and the DMS-Group-Financing Purchase Price, provided however, that (i) the Seller’s liability for any claims under or in connection with the representations and warranties set forth in Section 11.8 (IP reps) and the TSMC Indemnity pursuant to Section 12.9 shall be limited to a total amount of EUR 11,500,000 (in words: Euros eleven million five-hundred thousand) and (ii) the Seller’s liability for any claims under or in connection with the residual representations and warranties set forth in Section 11.5 through Section 11.21 of this Agreement shall be limited overall to an amount of EUR 2,500,000 (in words: Euros two million five hundred thousand).

The Parties are in agreement that where one and the same set of facts (Sachverhalt) qualifies under more than one provision entitling the Purchaser to a claim or remedy under this Agreement, there shall be only one claim or remedy. In particular, the foregoing shall apply if one and the same set of facts (Sachverhalt) qualifies under more than one of the representations made in Section 11.

The Purchaser may not claim damages pursuant to Section 11 in the amount in which the Acquired Company has set up a corresponding/specific provision in the Closing Date Financial Statements, or insurance coverage is available to the Purchaser or the Acquired Company or any of its Subsidiaries. In case of insurance coverage, the Seller shall compensate Purchaser for any costs and disadvantages in connection with claiming the insurance benefit (such as potential elevated costs in insurance premium fees).

In the case of Breaches other than Breaches of the representations in Section 11.1 through 11.4 (title reps) and 11.8 (IP reps): eighteen (18) months from the Closing Date.

In the case of Breaches of representations in Section 11.8 (IP reps): five (5) years from the Closing Date.

In the case of Breaches of representations in Sections 11.1 through 11.4: ten (10) years from the Closing Date.

The Acquired Company has received from its customer Taiwan Semiconductor Mfg. Co. Ltd. (“TSMC”) purchase orders about certain equipment, i.e. automated FOUP Cleaners M800 for a purchase price of USD 900,000 per FOUP cleaner (hereinafter called “M800 Tool” and all such purchased M800 Tools, as far as subject to this indemnification clause hereinafter called “M800 Equipment”). A compilation of all shipments of M800 Equipment made prior to the date of this Agreement and which have not been fully paid by TSMC are listed in Exhibit 12.9.1 which sets forth the date of delivery, invoice details, outstanding payment rate (in %) and the balance of receivables in USD (hereinafter individually or collectively called “TSMC Receivables”). The Purchaser has been informed by the Acquired Company that TSMC has not yet finally accepted the M800 Equipment, as far as it has been shipped to TSMC before the Signing Date.

Subject to the limitations set forth in Section 12.9.4, the Purchaser shall be entitled to claim from the Seller an amount equal to 100% of (i) any TSMC Receivable outstanding for a period of more than twelve (12) months after the Closing Date; (ii) any amounts already paid by TSMC on invoices pertaining to M800 Equipment but which are subject to a refund claim of TSMC; and (iii) any reasonable costs, as evidenced by the Purchaser, incurred by the Acquired Company related to the M800 Equipment and necessary to prepare the M800 Equipment for final acceptance by TSMC (such cost of installation and repair hereinafter called “Installation Cost”), or arising from late shipment (including late shipment penalties) (alltogether the “Indemnified Amount”), provided, however, that (á) the Purchaser shall cause the Acquired Company to use best efforts to cure any defects or other legal grounds allowing TSMC to reclaim payments made or withhold or reduce payments on the respective TSMC Receivable, and (â) the Purchaser shall not be entitled to such claim to the extent that any outstanding TSMC Receivable has not been paid or payments reclaimed by TSMC for reasons other than late shipment or ultimate failure of M800 Equipment to pass the final acceptance test as set forth in the relevant purchase order, and further provided that the Acquired Company assigns and transfers to the Seller any and all corresponding claims for payment under the TSMC Receivables so outstanding, or claims for repayment of refunds, as the case may be, against payment (Zug um Zug) of the Indemnified Amount to the Purchaser. “Installation Cost” shall include all external and internal costs and expenses directly accruing to the installation, additional repair work and other incentives necessary to achieve final acceptance by TSMC to the extent that such installation cost are not provided for in the Closing Date Financial Statements and cannot be recovered from Third Parties such as suppliers, insurers or freight forwarders. Direct internal costs of the Acquired Company, including expenditures of direct labor costs for personnel, shall be charged on at-cost basis. General overheads and indirect costs (Verwaltungskosten) of the Acquired Company shall not be taken into account.

The obligation of the Seller to indemnify the Purchaser hereunder shall only apply if a notification of Purchaser demanding indemnification is received by the Seller either (i) eighteen (18) months after the Closing Date or (ii) one (1) month after ultimate failure of a M800 Tool (on a case by case basis) to obtain the final acceptance by TSMC, as agreed under the respective contractual terms with TSMC, whichever is earlier. In case the Seller demands so, the Purchaser will provide the Seller with sufficient documentation about the date and results of the final acceptance tests and any measures of the Acquired Company taken in order to cure any defects.

The Seller’s liability for the indemnification claim of the Purchaser under this Section 12.9 is limited to an amount of USD 900,000 (in words: US Dollars nine-hundred thousand) for each M800 Tool and to an aggregate amount of EUR 11,500,000 (in words: Euros eleven million five-hundred thousand) for any and all Indemnified Amounts. The

In the absence of a claim notification pursuant to Section 12.9.3 the Escrow Amount I shall be released at the earlier of (i) one (1) month after the date of the final acceptance test by TSMC of all M800 Equipment listed in Exhibit 12.9.1 but in no event earlier than six (6) months after the Closing Date or (ii) eighteen (18) months after the Closing Date.

In the event of an indemnification pursuant to Section 12.9.2 the “Third-party-Claims” - Clause pursuant to Section 12.4 shall apply mutatis mutandis provided that a disagreement by the Seller with TSMC’s legal position as regards any right of withholding or non-fulfillment of a TSMC Receivable by TSMC, any right of TSMC to a refund claim or any right to a repair request or a request of additional incentives does not entitle the Seller to refuse payment of an Indemnified Amount to the Purchaser when due.

serve for a Competitor as Director or Officer, employee, consultant, contractor or otherwise;

hold, directly or indirectly, any Interests in a Competitor, except for shares in publicly listed corporations which represent a capital participation of less than 5%;

influence or attempt to influence any customer, supplier, employee, consultant or other third party maintaining a contractual or other business relationship with the Purchaser or the Acquired Company to terminate or discontinue such contractual or other business relationship or to reduce the volume of goods or services provided thereunder; or

solicit or attempt to solicit the service or employment of current or future Directors and Officers, employees or consultants of the Purchaser or the Acquired Company.

made available by the disclosing Party for general release independent of the receiving Party;

made public as required by Law, court proceedings or stock exchange regulations; or

made part of the public domain without breach of the confidentiality obligations established hereunder by the receiving Party.