0001144204-06-014162 Sample Contracts

RECITALS
Credit Agreement • April 6th, 2006 • Measurement Specialties Inc • Measuring & controlling devices, nec • New York

In addition to, and not in limitation of, the conditions described in Section 2.1 of the Agreement, pursuant to Section 2.1(a), the following items must be received by Agent in form and substance satisfactory to Agent on or prior to the Closing Date (each capitalized term used but not otherwise defined herein shall have the meaning ascribed thereto in Annex A to the Agreement):

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AGREEMENT OF PURCHASE AND SALE Dated as of April 3, 2006 YSIS INCORPORATED
Agreement of Purchase and Sale • April 6th, 2006 • Measurement Specialties Inc • Measuring & controlling devices, nec • New Jersey

This AGREEMENT OF PURCHASE AND SALE (the “Agreement”) is made as of April 3, 2006 by and among MEASUREMENT SPECIALTIES, INC., a New Jersey corporation (the “Buyer”), and YSI INCORPORATED, an Ohio corporation (the “Parent Seller”) and sole stockholder of the Company (as hereinafter defined).

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