The Purchase Agreement contains normal and customary representations, warranties and covenants, including non-compete, non-solicitation and secrecy obligations. The Purchase Agreement provides under certain circumstances for the Purchaser and the Sellers to indemnify each other for breaches of their respective representations, warranties and covenants and for the Sellers to indemnify the Purchaser in connection with various tax, environmental, intellectual property and other matters. Under certain circumstances, the Purchaser or the Sellers may become obligated to pay up to EUR 1,500,000 and EUR 2,500,000, respectively, in connection with a termination of the Purchase Agreement. Completion of the transaction is expected to occur before September 30, 2005 and is subject to normal and customary closing conditions.

Also on August 8, 2005, Technitrol, Inc. entered into a commitment letter dated as of August 8, 2005 (the "Commitment Letter") with Bank of America, N.A. and Banc of America Securities LLC (collectively, "Bank of America"), pursuant to which Bank of America agreed to arrange and syndicate a $200 million five-year revolving credit facility. Under the facility, Technitrol may request an increase in the principal amount to $300 million. The credit facility will be made available for working capital, capital expenditures, acquisitions and other purposes. The credit agreement will contain affirmative and negative covenants customary in facilities of this type and is expected to be executed on or before September 30, 2005, subject to normal and customary closing conditions.