SALE AND PURCHASE AGREEMENT relating to EMP Group Execution Version

SP Merchandising Holding GmbH & Co. KG, a limited partnership (Kommanditgesellschaft) under the laws of Germany, registered with the commercial register of the local court of Osnabrück under HRA 204766, with business address at ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇

WARNER MUSIC Group Germany Holding GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of Germany, registered with the commercial register of the local court of Hamburg under HRB 87402, with business address at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇.

1    Transaction Dates

2    Corporate Status

3    Financing Status

4    Termination of Financing Agreements

5    Termination of Profit and Loss Transfer Agreement

6    Sale, Purchase and Transfer of Sold Shares

7    Termination and Settlement of Shareholder Loan Claim

8    Assumption of Seller’s Group Payables

9    Purchase Price

10   Rules for Payment

11   Closing Conditions; Merger Clearance

12   Closing Matters

13   Termination

14   Seller’s Warranties

15   Seller’s Covenants

16   Transfer of Employees, Managing Directors and Employee Loans

17   Insurances, Payroll Administration and Lease Agreements; Non-Solicitation

18   Purchaser’s Remedies

19   Cooperation on Tax Matters

20   Purchaser’s Guarantees

21   Purchaser’s Covenants; Purchaser’s Indemnity

22   Seller’s Remedies

23   Confidentiality; Announcements

24   Miscellaneous

The Seller is a limited partnership (Kommanditgesellschaft) under the laws of Germany, registered with the commercial register of the ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇.

The Seller’s sole general partner is SP Merchandising Holding Verwaltungs (GP) GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of Germany, registered with the commercial register of the local court of Osnabrück under HRB 209765 (“Verwaltungs GmbH”). The Seller’s sole limited partner is SP Merchandising Intermediate Holdco S.à ▇.▇., a private limited liability company (société à responsabilité limitée) under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under B 198884 (“Intermediate HoldCo”). Intermediate HoldCo’s sole shareholder is SP Merchandising Holdco S.à ▇.▇., a private limited liability company (société à responsabilité limitée) under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under B 198858 (“HoldCo”). HoldCo’s sole shareholder is SP Merchandising Parent S.à ▇.▇., a private limited liability company (société à responsabilité limitée) under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under B 198837 (“Parent”). Parent’s sole shareholder is SP Merchandising Topco S.C.A., a partnership limited by shares (société en commandite par actions) under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under B 198802 (“TopCo”). TopCo’s sole general partner is SP Merchandising GP S.à ▇.▇., a private limited liability company (société à responsabilité limitée) under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under B 198749 (“GP”). The Seller, Verwaltungs GmbH, Intermediate HoldCo, HoldCo, Parent, TopCo and GP are hereinafter collectively referred to as the “Seller’s Group” and/or the “Seller’s Group Companies”.

The Purchaser is a limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of Germany, registered with the commercial register of the local court of Hamburg under HRB 87402.

The Seller is the direct or indirect owner of the companies set out in the group chart attached hereto as Exhibit (D) (the “EMP Group”). The EMP Group is active in the trade of textiles, gifts, memorabilia, toys and media, as well as participation in live (including music) events, including licensing, purchasing and sourcing rights and products from third parties (the “Business”).

The Seller intends to sell the EMP Group and the Business to the Purchaser and the Purchaser intends to acquire the EMP Group and the Business from the Seller, in each case in accordance with, and subject to the terms and conditions of, this sale and purchase agreement (the “Agreement”).

Transaction Dates

“Signing Date” shall be the day on which this Agreement has been duly executed.

“Closing Date” shall be (i) the day which is five (5) Business Days after the date on which the Closing Conditions pursuant to Section 11.1 have been fulfilled or duly waived (other than the Closing Conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or waiver of such Closing Conditions at the Closing) or (ii) any other date as agreed in writing between the Parties after the Signing Date; provided, that, notwithstanding the foregoing clauses (i) and (ii), in no event shall the Closing occur prior to 5 October 2018.

Corporate Status

Companies; Sold Shares

Companies. The Seller holds (i) 78% of the share capital of E.M.P. Merchandising Handelsgesellschaft mbH, a limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of Germany, registered with the commercial register of the local court of Osnabrück under HRB 100299, having its registered office at ▇▇▇▇▇▇ ▇▇▇▇ 70a, 49811 ▇▇▇▇▇▇ (“EMP”) and (ii) 100% of the share capital of MIG Merchandising Investment GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of Germany, registered with the commercial register of the local court of Osnabrück under HRB 209719, having its registered office at ▇▇▇▇▇▇ ▇▇▇▇ 70a, 49811 Lingen (“MIG”). EMP and MIG are hereinafter collectively referred to as the “Companies” and individually a “Company”.

Belgian Subsidiary. The Seller holds 0.27% of the share capital of Large Popmarchandising BVBA, a limited liability company (Besloten Vennootschap met Beperkte Aansprakelijkheid) under the laws of Belgium, registered with the Crossroads Bank for Enterprises under company number VAT BE-0455.744.996 (RLE Antwerp, Antwerp division), having its registered office at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇/▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (“Large Belgium”).

Sold Shares. EMP’s registered share capital amounts to an aggregate amount equal to EUR 5,630,760 and is divided into thirteen (13) shares as further set out in Exhibit 2.1.3. The Seller holds the shares in EMP with the consecutive numbers (laufende Nummern) No. 1.1, No. 2.1 and No. 3 to (and including) No. 9 and with an aggregate nominal amount equal to EUR 4,391,992 (the “EMP Shares”). MIG’s registered share capital amounts to EUR 973,200 and is divided into 973,200 shares with the consecutive numbers (laufende Nummern) No. 1 to No. 973,200 with a nominal amount equal to EUR 1 each of which is held by the Seller (the “MIG Shares”). Large Belgium’s share capital is divided into 750 shares. The Seller holds two (2) shares in Large Belgium (the “Belgian Shares”). The EMP Shares, the MIG Shares and the Belgian Shares are hereinafter collectively referred to as the “Sold Shares”.

EMP Group Companies

Profit and Loss Transfer Agreement

Financing Status

Financing Agreements

A certain senior facilities agreement dated 25 July 2015 entered into, by and among others, HoldCo as parent and guarantor, the Seller as original borrower and guarantor, NIBC Bank N.V. as agent (the “Agent”) and security agent (the “Security Agent”) and certain financial institutions as lenders providing for (i) term loan facilities in the aggregate principal amount of EUR 73,000,000, comprising (a) a Euro tranche in the aggregate principal amount of EUR 27,000,000 (Facility A) and (b) a Euro tranche in the aggregate principal amount of EUR 46,000,000 (Facility B) and (ii) a revolving facility in the aggregate principal amount of EUR 15,000,000 (as amended, extended, supplemented and/or restated from time to time prior to the date hereof, the “Senior Facilities Agreement”); and

A certain intercreditor agreement dated 25 July 2015 entered into between, among others, HoldCo as parent, the Parent as original subordinated creditor, certain Seller’s Group Companies as intra-group lenders and/or debtors and the Agent as agent (as amended, supplemented and/or restated from time to time prior to the date hereof, the “Intercreditor Agreement”).

Financing Security

Shareholder Loan

Seller’s Group Payables

Termination of Financing Agreements

Termination

Facilities Repayment Amount

Notification

Release Agreement

Termination of Profit and Loss Transfer Agreement

Termination

PLTA Termination Accounts

Determination and Settlement of PLTA Claims

Determination. The amount owed by the Seller to EMP as compulsory loss compensation payment (Verlustausgleichsanspruch) for the PLTA Period (the “PLTA Loss Compensation Claim”) or the amount owed by EMP to the Seller as profit transfer obligation (Gewinnabführungsverpflichtung) for the PLTA Period (the “PLTA Profit Transfer Claim”), as the case may be, shall be determined on the basis of the PLTA Termination Accounts.

PLTA Loss Compensation Claim. In the event that the PLTA Termination Accounts show a PLTA Loss Compensation Claim, the Purchaser shall indemnify and hold harmless the Seller from the PLTA Loss Compensation Claim towards EMP (including accrued interest thereon) and pay for the account and under full release and discharge of the Seller the amount due

PLTA Profit Transfer Claim. In the event that the PLTA Termination Accounts show a PLTA Profit Transfer Claim, the Seller shall, and shall cause EMP to, agree to a conversion of the PLTA Profit Transfer Claim into an interest bearing shareholder loan (the “PLTA Shareholder Loan”). Subject to Closing having occurred, the Seller and the Purchaser shall agree to a transfer of the PLTA Shareholder Loan to the Purchaser (Vertragsübernahme) with all rights and obligations pertaining thereto (including accrued interest thereon as of the Closing Date). The Purchaser shall procure (steht dafür ein) that EMP shall duly perform all of its obligations (including tax obligations) in relation to the PLTA Profit Transfer Claim, and the PLTA Shareholder Loan. The Seller shall pay to the Purchaser an amount equal to the German withholding tax (Kapitalertragsteuer) which EMP paid to the Tax Authorities for the account of the Seller with respect to the settlement of the PLTA Profit Transfer Claim under this Section 5.3.3. If the competent Tax Authority denies the Seller a refund of such German withholding tax (Kapitalertragsteuer) for the reason that in the view of such Tax Authority based on a respective notice the profit distribution with respect to the settlement of the PLTA Profit Transfer Claim under this Section 5.3.3 is attributable to the Purchaser, Purchaser shall be obliged to repay to the Seller the relevant amount of German withholding tax (Kapitalertragsteuer) that has been paid by the Seller to the Purchaser within twenty (20) Business Days after its receipt of a written payment request of the Seller.

Settlement of Claims. Following the Closing, the Purchaser shall settle upon request of the Seller, by way of actual payment to EMP for the account and on behalf of the Seller, any and all claims of EMP against the Seller in connection with the PLTA for periods up until the Closing Date. If and to the extent that the Seller receives after the Closing Date a payment by EMP (other than any payment under the PLTA Profit Transfer Claim which shall exclusively be dealt with under Section 5.3.3 above and/or any payment under the Existing Profit Transfer Claim to the extent the Existing Profit Transfer Claim is not settled prior to the Closing Date) in connection with the PLTA, the Seller shall pay an amount equal to such amount actually received from EMP plus the amount of German withholding tax (Kapitalertragsteuer), if any, which EMP withheld and paid to the Tax Authorities with respect to such amount for the account of the Seller to the

Compliance with PLTA; Amendments

Security to Creditors

Settlement of Existing Profit Transfer Claim

Sale, Purchase and Transfer of Sold Shares

Sale and Purchase of Sold Shares

Transfer of Sold Shares

Termination and Settlement of Shareholder Loan Claim

Settlement of Shareholder Loan

Termination of Shareholder Loan

Indemnity

Assumption of Seller’s Group Payables

The Purchaser shall, on the Closing Date, assume all obligations and liabilities in connection with the Seller’s Group Payables as of the Closing from, and under full

The Seller shall procure (steht dafür ein) that on the Closing Date, (i) the respective Seller’s Group Companies enter into the Seller’s Group Payables Assumption Agreement with the Purchaser and (ii) EMP as creditor of the Seller’s Group Payables in such capacity declares its consent to the contemplated assumption by the Purchaser in accordance with the Seller’s Group Payables Assumption Agreement, by written declaration substantially in the form as attached hereto as Exhibit 8.2.

Purchase Price

Definitions

“Accounting Referee” means an independent, internationally recognized public accounting firm to be mutually agreed by the Purchaser and the Seller; provided that the team at such Accounting Referee dedicated to the transactions contemplated hereby shall be independent from any other transactions involving the Seller or the Purchaser or their respective Affiliates.

“Adjustment Time” means as of immediately prior to the Closing.

“Agreed Principles” means (a) the accounting principles, practices, procedures, policies and methods used in the preparation of the 2017 Accounts and (b) to the extent consistent therewith, German GAAP.

“Cash Equivalents” means solely the following items (described in the EMP Accounts) in an aggregate amount equal to EUR 187,000.00 (in words: Euro one hundred and eighty-seven thousand) comprising of: (i) EUR 108,000.00 (in words: Euro one hundred and eight thousand) in tax assets receivable due to overpayment of the EMP Group Companies, and (ii) the receivables due to the EMP Group Companies from certain of its service providers, managers and employees (Sonstige Ausleihungen) in an aggregate amount equal to EUR 79,000.00 (in words: Euro seventy-nine thousand) consisting of (a) EUR 64,000.00 (in words: Euro sixty-four thousand) in respect of the revenue share due from a third party freelance designer and (b) EUR 15,000.00 (in words: Euro fifteen thousand) due from certain employees of the EMP Group Companies.

“Closing Cash” means the sum of (i) the amount of all cash (i.e., cash in banks) of the EMP Group Companies, (ii) the Cash Equivalents, and (iii)

“Closing Indebtedness” means the Indebtedness of the EMP Group Companies as of the Adjustment Time. For the avoidance of doubt, Closing Indebtedness shall not take into account post-Closing reorganizations or the post-Closing obligations of the Purchaser or its Affiliates.

“Closing Net Working Capital” means the current assets pursuant to Section 266 para. 2 B.I., II., III. and Section 266 para. 2 C. of the German Commercial Code (HGB) (excluding any non-operating and financing items) of the EMP Group Companies (including for such purposes only the line items set forth on Schedule 9.1.7(a)) reduced by the current liabilities pursuant to Section 266 para. 3.B.3 and Section 266 para. 3.C.3., 4., 5., 8. and Section 266 para. 3.D of the German Commercial Code (HGB) (excluding any non-operating items and financing items) of the EMP Group Companies (including for such purposes only the line items set forth on Schedule 9.1.7(a)), in each case, as of the Adjustment Time and as determined in accordance with the Agreed Principles on a consolidated basis. For purposes of this Agreement, Closing Net Working Capital shall not include (i) any Indebtedness, (ii) any excluded Indebtedness as set forth in Schedule 9.1.9 below (iii) any Closing Cash (including, for the avoidance of doubt, any Seller’s Group Payables) and (iv) any current or deferred income related Taxes. For the avoidance of doubt, Closing Working Capital shall not take into account the effects of any post-Closing act, decision or event, including any post-Closing reorganizations or the post-Closing intentions or obligations of the Purchaser or its Affiliates; nor will there be any change in the classification to a current liability or a current asset for any liability or asset that has not previously been characterized as a current liability or current asset (other than any such change resulting solely from the passage of time). For informational purposes, an illustrative calculation of Closing Net Working Capital (forecast as of 30 September 2018) is attached hereto as Schedule 9.1.7(b), which was prepared in good faith by the Seller and the management of EMP using the most current and accurate information reasonably available as of the Signing Date.

“Closing Seller Transaction Expenses” means the Seller Transaction Expenses as of the Adjustment Time.

“Indebtedness” means, with respect to any person, and without duplication, any liability or obligation, whether interest-bearing or not, including all obligations in respect of principal, accrued interest, penalties, fees and premiums, (a) for borrowed money (including, as relates to any EMP Group Company, all amounts outstanding under the Financing Agreements, whether such amounts are the obligation of, or owed by, an EMP Group Company or a Seller’s Group Company) whether current, short-term, long-term and whether secured or unsecured, or indebtedness issued or incurred in substitution or exchange for money borrowed, (b) evidenced by notes, bonds, debentures or other similar obligations or similar securities, (c) all obligations of such person for the reimbursement of any obligor on any drawn letter of credit, banker’s acceptance or similar credit transaction, (d) all obligations of such person owing for the deferred purchase price for the acquisition of any business, securities, assets or other properties, including the amounts of any escrows, holdbacks, seller notes or other similar amounts, (e) any liabilities of such person with respect to interest rate, commodity, currency forward or option agreement, swaps, collars, caps and similar hedging obligations, (f) obligations or liabilities in respect of any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, for amounts actually drawn and which are required to be classified as capitalized lease obligations on the face of a balance sheet prepared in accordance with German GAAP (it being understood that future payment obligations in relation to the real estate leases shall be included, however, any obligations relating to purchase options exercised following the Closing in relation to the real estate capital lease shall be excluded), and (g) the capital gains tax liability on pre-tax group income (Kapitalertragssteuer auf vororganschaftliche Gewinne) up to a maximum of EUR 283,000.00 (in words: Euro two hundred and eighty-three thousand) for EMP and income tax liability up to a maximum of EUR 32,000.00 (in words: Euro thirty-two thousand) for MIG, (h) obligations from the restructuring performed in the Netherlands in 2015 and 2016 referenced as ‘Large Restructuring Part I’ (for the avoidance of doubt, the balance as of the date of this Agreement is Euro zero) and (i) any indebtedness referred to in clauses (a) through (h) above of any other person (other than Purchaser, Purchaser’s Affiliates and any other EMP Group Company) that is (A) either guaranteed (including under any “keep well” or similar arrangement) by such first person or (B) secured (including under any drawn letter of credit, banker’s acceptance or similar credit transaction) by any lien, pledge or encumbrance upon any property or asset owned by such first person; provided, that, Indebtedness shall also include accrued and unpaid interest and any termination fees, pre-payment penalties, change-in-control, “breakage” costs or similar payments,

“Reference Working Capital” means EUR 8,760,000.00 (in words: Euro eight million seven hundred and sixty thousand).

“Seller Transaction Expenses” means all fees, costs and expenses of the EMP Group Companies (including any attorneys’, advisors’, auditors’ and financing fees) incurred in connection with this Agreement and the transactions contemplated hereby (including the preparation, execution and delivery of this Agreement and compliance herewith) to the extent arising under agreements entered into by the EMP Group Companies prior to the Closing Date and incurred or due and payable prior to or at the Closing and not paid prior to the Closing, including (i) any discretionary, sale, change of control, retention, transaction or similar bonuses or compensatory payments or any other payment obligation that is or becomes payable to current or former employees of the EMP Group Companies either with the execution of this Agreement or at or following the Closing as a result of the consummation of the transactions contemplated by this Agreement (but not in connection with a cessation of employment after the Closing), (ii) to the extent not otherwise expressly contemplated by the terms of this Agreement, the termination of any contract or arrangement between any EMP Group Company, on the one hand, and any Seller’s Group Company or any Seller’s Related Person on the other hand (including any Related Party Agreement, but excluding the PLTA, the Existing PLTA Shareholder Loan, the PLTA Shareholder Loan and the Shareholder Loan), and (iii) any and all fees or expenses payable by the EMP Group Companies pursuant to that certain retention letter dated 25 May 2017 between ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC and EMP in connection with the transactions contemplated hereby.

“WC Cap” means an aggregate amount equal to (i) EUR 3,000,000.00 (in words: Euro three million) if the Closing occurs between the Signing Date and 12 October 2018, (ii) EUR 4,000,000.00 (in words: Euro four million) if the Closing occurs on or between 13 October 2018 and 27 October 2018, (iii) EUR 5,000,000.00 (in words: Euro five million) if the Closing occurs between 28 October 2018 and 11 November 2018, and (iv) EUR 6,000,000.00 (in words: Euro six million) if the Closing occurs following 11 November 2018.

“Closing Seller’s Group Payables Amount” means the aggregate amount of the Seller’s Group Payables as of the Adjustment Time.

Consideration

Initial Purchase Price and Purchase Price

At the Closing, an amount (the “Initial Purchase Price”), shall be calculated as follows: (i) the Base Purchase Price, plus (ii) the Initial Closing Cash, minus (iii) the Initial Closing Indebtedness, plus (iv) the amount (if any) by which the Initial Closing Working Capital exceeds the Reference Working Capital up to a maximum difference equal to the WC Cap, minus (v) the amount (if any) by which the Reference Working Capital exceeds the Initial Closing Net Working Capital, and minus (vi) the Initial Closing Seller Transaction Expenses. The amount of any (positive) difference calculated pursuant to clause (iv) of the foregoing sentence, which for the avoidance of doubt may range from EUR 0.01 to the WC Cap (the “Excess Amount”), shall be deposited into the Purchase Price Escrow Account at Closing as contemplated by Section 10.2.

The Parties acknowledge and agree that a portion of the Initial Purchase Price equal to the Indemnity Escrow Amount and the Purchase Price Escrow Amount (if any) shall be paid to the Escrow Agent (as contemplated by Section 12.2.1(a)) with full discharge effect of the Purchaser’s obligation to pay the Initial Purchase Price and the Purchase Price in such amount.

The Parties further acknowledge and agree that a portion of the Purchase Price equal to the Closing Seller’s Group Payables Amount shall be paid by way of assumption of the Seller’s Group Payables by the Purchaser in accordance with the Seller’s Group Payables Assumption Agreement constituting a partial performance by the Purchaser in lieu of the payment of the relevant portion of the Purchase Price (Leistung an Erfüllungs statt) equal to the Closing Seller’s Group Payables Amount. The Initial Purchase

Closing Statement

At least five (5) Business Days prior to the Closing (the “Closing Statement Delivery Date”), the Seller shall cause to be prepared and delivered to the Purchaser a written statement (the “Closing Statement”) setting forth the Seller’s good faith estimates of (a) the Closing Seller’s Group Payables Amount (the “Initial Seller’s Group Payables Amount”), (b) the Closing Cash (the “Initial Closing Cash”), (c) the Closing Indebtedness (the “Initial Closing Indebtedness”), (d) the Closing Net Working Capital (the “Initial Closing Net Working Capital”), (e) the Closing Seller Transaction Expenses (the “Initial Closing Seller Transaction Expenses”), and (f) the Initial Purchase Price and the Initial Cash Purchase Price, together with reasonable supporting documentation for the determination of the foregoing amounts. The Closing Statement shall also include a designation of the Seller’s Account to which the Initial Cash Purchase Price shall be paid at the Closing.

Prior to the Closing Date, the Seller shall consider in good faith the Purchaser’s reasonable comments on the Closing Statement, and the Seller may make any corresponding changes to the Closing Statement that the Parties agree based on the Purchaser’s comments. The Seller shall use the latest available information as of the Closing Statement Delivery Date to estimate the Initial Closing Working Capital, Initial Closing Cash and Initial Closing Indebtedness and calculate the corresponding Initial Purchase Price to be paid at the Closing.

Adjusted Purchase Price; Adjustment

As promptly as practicable, but no later than ninety (90) days, after the Closing Date, the Purchaser shall cause to be prepared and delivered to the Seller a statement setting forth the Purchaser’s good faith calculations of the Closing Seller’s Group Payables Amount, Closing Net Working Capital, Closing Cash, Closing Indebtedness, Closing Seller Transaction Expenses, and the Purchase Price based on the Agreed Principles, together with reasonable supporting documentation for such calculations (together, the “Final Closing Statement”).

During the 30-day period following the Seller’s receipt of the Final Closing Statement, the Seller and its accountants and other representatives shall be permitted reasonable access to review the books and records and other information of the EMP Group Companies relevant to the preparation of the Final Closing Statement during regular business hours and such other good faith, reasonable cooperation from the Purchaser and its personnel, accountants and other representatives (including those involved in the preparation of the Final Closing Statement) as they may reasonably request to enable them to review and evaluate the Purchaser’s determination of the Final Closing Statement; provided that such review and evaluation shall only be upon reasonable notice, and in compliance with all applicable laws, shall not unreasonably disrupt personnel and operations of the Business and shall be at the Seller’s sole cost and expense.

If the Seller disagrees with the Purchaser’s calculation of the Closing Seller’s Group Payables Amount, the Closing Net Working Capital, the Closing Cash, the Closing Indebtedness, the Closing Seller Transaction Expenses and/or the Purchase Price as set forth in the Final Closing Statement delivered pursuant to Section 9.5.1, the Seller may, within 30 days after receipt of the Final Closing Statement, deliver a written notice to the Purchaser disagreeing with the Purchaser’s calculations and setting forth the Seller’s calculation of the Closing Seller’s Group Payable Amount, the Closing Net Working Capital, the Closing Cash, the Closing Indebtedness, the Closing Seller Transaction Expenses and/or the Purchase Price, as applicable. Any such notice of disagreement shall specify in reasonable detail those items or amounts as to which the Seller disagrees, and the Seller shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement delivered pursuant to Section 9.5.1 not so disputed by Seller and all such disputed items shall be based only on (i) mathematical or clerical errors or (ii) the amounts included (or omitted to be included) in the Final Closing Statement having not been determined in accordance with the Agreed Principles or the definitions set forth in Section 9.1. If no notice of disagreement is received by the Purchaser within such 30 day period, then the Final Closing Statement shall be deemed to have been accepted by the Seller and will become final and binding upon the Parties.

If a notice of disagreement shall have been duly and timely delivered pursuant to Section 9.5.3, the Seller and Purchaser shall, during the 15 days after such delivery, use their respective commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of the Closing Seller’s Group Payables

The Seller and the Purchaser shall, and shall use commercially reasonable efforts to cause their respective representatives to, cooperate and assist in

To the extent there is no Excess Amount at Closing (i) if, as finally determined pursuant to Section 9.5.3 or Section 9.5.4, the amount equal to the Cash Purchase Price exceeds the amount of the Initial Cash Purchase Price, the Purchaser shall pay to the Seller such excess amount as provided in Section 9.5.8 or (ii) if, as finally determined pursuant to Section 9.5.3 or Section 9.5.4, the amount of the Initial Cash Purchase Price exceeds the amount of the Cash Purchase Price, the Seller shall pay to the Purchaser such excess amount as provided in Section 9.5.8.

To the extent there is any Excess Amount at Closing (with such Excess Amount having been deposited into the Purchase Price Escrow Account at Closing):

If, as finally determined pursuant to Section 9.5.3 or Section 9.5.4, the Cash Purchase Price is greater than the Initial Cash Purchase Price (such difference, the “Surplus”), then the Excess Amount shall be released from the Purchase Price Escrow Account to the Seller and the Purchaser shall pay to the Seller an amount equal to the Surplus as provided in Section 9.5.8.

If, as finally determined pursuant to Section 9.5.3 or Section 9.5.4, the Initial Cash Purchase Price is greater than the Cash Purchase Price (such difference, the “Deficit”) and (i) the Deficit is less than the Excess Amount, an amount equal to the Deficit shall be released from the Purchase Price Escrow Account to the Purchaser and the remaining amount in the Purchase Price Escrow Account shall be released to the Seller, or (ii) the Deficit is greater than the Excess Amount, then an amount equal to the Excess Amount shall be released to the Purchaser from the Purchase Price Escrow Account and the Seller shall pay to the Purchaser an amount equal to the Deficit less the Excess Amount as provided in Section 9.5.8.

Any payment pursuant to Sections 9.5.6 and 9.5.7 shall be made within five Business Days after the Purchase Price has been finally determined pursuant to Section 9.5.3 or Section 9.5.4, by wire transfer by the Purchaser, on the one hand, or the Seller, on the other hand, as the case may be, of immediately available funds to such account or accounts as may be designated in writing by the recipient party for such purpose.

Withholding Tax

VAT

Escrow

Escrow Agent and Escrow Account. The Parties hereby appoint the acting notary (or any mutually agreed replacement thereof) as escrow agent (the “Escrow Agent”) for purposes of this Section 9.8. The Escrow Agent will open the Escrow Accounts in form of trust accounts (Anderkonten) as trustee for both the Seller and the Purchaser.

Purpose of Escrow Account. The funds available from time to time in the Escrow Accounts (for each Escrow Account, the “Escrow Funds”) shall serve as collateral for the Purchaser (i) with respect to funds available in the Indemnity Escrow Account, with respect to any claim that the Purchaser may have against the Seller under or in connection with this Agreement, including any violations of Seller’s Covenants, Purchaser Claims for Breaches and adjustments of the Purchase Price following the Closing (each a “Secured Indemnity Claim”) and (ii) with respect to funds available in the Purchase Price Escrow Account with respect to any claim that the Purchaser may have against the Seller for adjustments of the Purchase Price

Release of Escrow Funds. In accordance with the Escrow Agreement, Escrow Funds shall only be released by the Escrow Agent to a Party in accordance with concurrent (übereinstimmenden) written instructions from the Seller and the Purchaser (or a relevant court or arbitral decision replacing such instructions pursuant to applicable law). Section 24.2 shall apply accordingly. The Parties are obliged without undue delay to render such instructions as follows:

if and to the extent that a Secured Indemnity Claim against the Seller has been (A) acknowledged in writing by the Seller vis-à-vis the Purchaser, or (B) adjudicated by a final court judgment (rechtskräftiges gerichtliches Urteil) or arbitral award (Schiedsspruch) in accordance with Section 24.9, up to the amount that is subject to such acknowledgement or court or arbitral decision, but in no event in excess of the available Escrow Funds in the relevant Escrow Account, the relevant amounts shall be released to the Purchaser;

if and to the extent that (A) a release to the Seller has been acknowledged in writing by the Purchaser vis-à-vis the Seller, or (B) adjudicated by a final court judgment (rechtskräftiges gerichtliches Urteil) or arbitral award (Schiedsspruch) in accordance with Section 24.9, up to the amount that is subject to such acknowledgement or court or arbitral decision, but in no event in excess of the available Escrow Funds in the relevant Escrow Account, the relevant amounts shall be released to the Seller;

with respect to the Secured Purchase Price Adjustment Claims, the Escrow Funds in the Purchase Price Escrow Account shall be released in accordance with Sections 9.5.7 and 9.5.8;

with respect to the Escrow Funds in the Indemnity Escrow Account, within three (3) Business Days, following twelve (12) months after the Closing Date (the date falling on such day, the “General Release Date”), the Escrow Agent shall be instructed to promptly release such Escrow Funds to the Seller, provided that

the initial amount to be released shall be the respective amount after deduction of all, as of the General Release Date, outstanding Secured Indemnity Claims that the Purchaser may have against the Seller under or in connection with this Agreement, that have not become time-barred in accordance with this Agreement and that the Purchaser has asserted against the Seller until the General Release Date by means of (A) a duly rendered claim notice or (B) as applicable, a duly filed lawsuit or request for arbitration (including, for the avoidance of doubt, declaratory action (Feststellungsklage)) all in accordance with the terms of this Agreement (the “Asserted Claims” and Escrow Funds retained on the basis of asserted claims, the “Retained Escrow Funds”);

at any later point in time, any then still remaining Retained Escrow Funds, if and to the extent and promptly after (A) Asserted Claims have become cut off and/or have been denied by a final court judgment (rechtskräftiges gerichtliches Urteil) or arbitral award (Schiedsspruch), (B) Asserted Claims have been waived by the Purchaser, or (C) the Purchaser has abandoned any relevant lawsuit or arbitration proceedings with respect to Asserted Claims by way of abandoning its action (Klagerücknahme); and

at any later point in time, any then still remaining Retained Escrow Funds, if and to the extent the then still remaining Retained Escrow Funds have been retained based on a claim notice (and not a filed lawsuit or request for arbitration) and the Purchaser has not duly filed a lawsuit or request for arbitration within twelve (12) months after the General Release Date.

Closing of Escrow Account. The Escrow Agent shall be instructed to close the Escrow Accounts following the entire release of the Escrow Funds according to the terms of this Agreement.

Rules for Payment

Due Date

Payment to Escrow Account

Modes of Payment

Accounts

Indemnity Escrow Account

Purchase Price Escrow Account

Default Interest

No Set-Off; No Right of Retention

Calculation of Interest

Closing Conditions; Merger Clearance

Closing Conditions

the EMP Group Companies and the Seller shall have performed and complied in all material respects with all Seller’s Covenants set forth in this Agreement to be performed and complied with by them prior to or on the Closing Date;

the (i) Fundamental Warranties (without regard to any materiality or Material Adverse Effect qualification contained therein) shall be true and correct as of the Closing Date as though made on and as of the Closing Date (other than with respect to any immaterial breaches of the Seller’s Warranty pursuant to Section 14.2.4) and (ii) remaining Seller’s Warranties (other than the Fundamental Warranties) (without regard to any materiality or Material Adverse Effect qualifications) shall be true and correct as of the Closing Date as though made on and as of the Closing Date, except (A) to the extent such representations and warranties in the foregoing clauses (i) and (ii) are specifically made as of a particular date, in which case such representations and warranties shall be so true and correct as of such date and (B) where the failure of such representations and warranties in the foregoing clause (ii) to be so true and correct has not, and would not reasonably be expected to have, individually or in the aggregate, a Closing Material Adverse Effect as of the Closing Date. For purposes hereof, a “Closing Material Adverse Effect” means a material adverse effect to the net assets (Vermögenslage), financial position (Finanzlage) and/or results of operation (Ertragslage) of the EMP Group Companies taken as a whole; provided that for purposes of this Agreement, a Closing Material Adverse Effect shall not include the effect of (and none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether

since the Signing Date, no event, condition, change, development, circumstance, effect or state of facts shall have occurred that, individually

the applicable merger control clearance for the acquisition of the Sold Shares under the merger control laws of Germany (the “Merger Clearance”) has been obtained or is deemed to be obtained for purposes of this Agreement (i.e., due to lapse of applicable waiting periods or due to jurisdiction having been declined by any relevant governmental authority).

Filings and Merger Clearance; Third Party Consents

Filing Obligation. Without undue delay (unverzüglich) after the Signing Date and in any event no later than one (1) Business Day immediately following the Signing Date, the Purchaser, on behalf of the Seller and the Purchaser, shall make, at its own cost and expense (including all applicable fees), all filings necessary for the Merger Clearance (the “Merger Control Filings”) or any approval by any governmental authority requested or necessary for the consummation of the transactions hereunder, provided that the Purchaser shall give due consideration to any comments by the Seller on the draft of such Merger Control Filings or other filings under this Section 11.2.1.

Cooperation. With regard to any Merger Control Filings or other associated filings, the Parties shall:

reasonably cooperate in all respects with each other in the preparation of any filing and in connection with any submission, investigation or inquiry;

supply to any competent governmental authority as promptly as practicable any additional information requested pursuant to any applicable law and take all other procedural actions required in order to obtain the Merger Clearance or other necessary approvals or to cause any applicable waiting period to commence and expire;

provide each other without undue delay (unverzüglich) with copies (or, in the case of oral communications, advise the other Party of the contents) of any material communication or information in connection with any proceeding and permit the other to review and

contact any competent governmental authority only after consultation with the other Party (except for routine informal calls to find out about the status of merger control proceedings relating to the Merger Control Filings); and

without undue delay (unverzüglich) inform each other in advance of the time and place of any material developments, material discussions, meetings and conferences with the competent governmental authority.

Legal Proceeding. The Purchaser shall, without undue delay (unverzüglich), give the Seller notice of the commencement or known threat of commencement of any legal proceeding by or before any competent governmental authority with respect to the transactions contemplated by this Agreement, keep the Seller informed as to the status of any such legal proceeding or threat, and in connection with any such legal proceeding, the Purchaser shall permit authorized representatives of the Seller to be present at each meeting or conference relating to any such legal proceeding, to the extent permitted by the competent governmental authority, and to have access to and be consulted in connection with any material document, opinion or proposal made or submitted to any competent governmental authority in connection with any such proceeding.

Commitments. Each of the Parties shall use its reasonable best efforts to obtain the Merger Clearance, and to resolve any objections that may be

selling or otherwise disposing of, or holding separate and agreeing to sell or otherwise dispose of, assets, categories of assets or businesses of the EMP Group Companies or the Purchaser;

the granting of licenses to third parties;

the terminating of existing relationships, contractual rights or obligations of any of the EMP Group Companies or the Purchaser; or

creating any relationship, contractual rights or obligations.

Third Party Consents. Subject to the terms and conditions herein provided, prior to the Closing Date, the Seller shall reasonably cooperate with the Purchaser to obtain consents, approvals, waivers and authorizations of the third parties which are clearly identified by the Purchaser to the Seller in writing between the Signing Date and the Closing Date, including any Major Licensors, in relation to such third parties’ termination rights with respect to the change of control over the EMP Group Companies in the course of, or otherwise caused by, the transactions contemplated under this Agreement; provided, that in no event, will (i) the Seller or any of its respective Affiliates be obligated to pay any money to any such third party or to offer or grant other financial or other accommodations to any person or have any liability under this Agreement in the event that any such consent or approval is not so obtained and/or (ii) the failure to obtain any such consents and/or approvals delay or prevent the Closing or in any way be deemed to be a condition to the consummation of the transactions contemplated hereby.

Closing Matters

Place and Time

Closing

Closing Actions. On the Closing Date, the Seller and the Purchaser shall simultaneously (Zug um Zug), take the following actions (the “Closing Actions”), provided that the Party owing the performance of a Closing Action may elect to perform such Closing Action prior to the Closing Date (which election shall not affect the maturity of any other Closing Actions):

payment by the Purchaser of the Escrow Amounts into the Escrow Accounts;

payment by the Purchaser of the Facilities Repayment Amount into the Bank Debt Account in accordance with Sections 4 and 10 above, (ii) payment of all of the other amounts included in the Initial Closing Indebtedness to the recipients thereof as set forth on the Closing Statement (and in accordance with the payment instructions thereof provided to the Purchaser by Seller with the Closing Statement) and (iii) of all Initial Closing Seller Transaction Expenses, if any, set forth in the Closing Statement (and in accordance with the payment instructions thereof provided to the Purchaser by Seller with the Closing Statement);

payment by the Purchaser of an amount equal to the Initial Cash Purchase Price less the Escrow Amounts less the amount of the After Tax Transaction Bonus into the Seller’s Account in accordance with Section 10 above;

payment by the Purchaser of an amount equal to the After Tax Transaction Bonus to ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇;

delivery by the Seller of duly executed shareholder resolutions dismissing ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇ as managing directors of Verwaltungs GmbH with full discharge for the last fiscal year;

delivery by the Seller of the duly executed PLTA Termination Letter and of the duly executed PLTA Termination Resolutions;

delivery by the Seller of the duly executed Release Agreement;

delivery by the Seller of the duly executed EMP Service Termination Agreement (as defined in Section 16.1 below);

delivery by the Seller of the duly executed Shareholder Loan Termination Agreement;

delivery by the Seller of the duly executed agreement regarding the conversion of the Existing Profit Transfer Claim into the Existing PLTA Shareholder Loan;

delivery by the Seller of the duly executed Closing EMP Contribution Agreement;

delivery by the Seller of the duly executed agreement regarding the conversion of the PLTA Profit Transfer Claim into the PLTA Shareholder Loan;

delivery by the Seller of the duly executed Seller’s Closing Certificate (as defined in Section 15.3 below);

execution of the Seller’s Group Payables Assumption Agreement between the Seller, certain Seller’s Group Companies and the Purchaser;

execution of the German Share Transfer Agreement and the Belgian Share Transfer Agreement between the Seller and the Purchaser; and

execution of the transfer agreement (Vertragsübernahme) regarding the PLTA Shareholder Loan between the Seller and the Purchaser.

Waiver. All Closing Actions may be waived, in full or in part, at any time by mutual written agreement of the Seller and the Purchaser. The effect of such waiver shall be limited to eliminating the need that the respective Closing Action is taken on the Closing Date and shall not limit or prejudice any claims that a waiving Party may have with respect to any circumstances relating to such Closing Action not being taken pursuant to this Agreement.

Closing Confirmation. On the Closing Date, after all Closing Actions have been taken or occurred or have been duly waived, the Seller and the Purchaser shall confirm, solely for the purpose of documenting that Closing has been effected, in a written document, to be jointly executed

Termination

Termination Rights

by mutual written consent of the Purchaser and the Seller; or

by the Seller or the Purchaser by way of written notice to the other Party,

if the Closing has not occurred by the date which is 180 days after the Signing Date (the “Longstop Date”);

if any of the Closing Conditions has finally lapsed (endgültig ausgefallen) or has become permanently incapable of fulfillment (unmöglich geworden) and such Closing Condition has not been waived by the Party entitled to do so;

if an order, statute, rule, regulation or decree of a competent governmental authority or court permanently restrains, prevents or prohibits Closing;

if all or some of the Closing Actions to be taken by the respective other Party have neither been taken by such Party nor waived by the respective other Party, provided that the terminating Party is at the same time not in breach of its covenants or obligations under

Consequences

damage claims for a breach of the terms and conditions of this Agreement which occurred prior to the termination shall remain unaffected; and

Sections 23 and 24 of this Agreement shall survive and remain in full force and effect also after such termination.

Seller’s Warranties

General

Form and Date. Subject to the limitations, qualifications and disclosures set forth in this Agreement, the Seller hereby represents to the Purchaser by way of an independent promise of guarantee (selbstständiges Garantieversprechen) pursuant to Section 311 para. 1 of the German Civil Code (Bürgerliches Gesetzbuch – ”BGB”) that the statements made in Sections 14.2 through 14.26 (the “Seller’s Warranties” and each a “Seller Warranty”) are correct as of the Signing Date and as of the Closing Date unless it is specifically provided that the Seller’s Warranty is made as of a different or additional date or dates, in which case such Seller’s Warranty shall be correct as of such different or additional date or dates. The Seller’s Warranties in Section 14.2 and Section 14.3 are hereinafter referred to as the “Fundamental Warranties”. The Seller’s Warranties in Section 14.3 are hereinafter referred to as the “Title Warranties”.

No other Representation. The Seller does not make any representations or warranties regarding the Sold Shares, the EMP Group Companies and their Business other than the Seller’s Warranties. The Purchaser hereby expressly confirms and agrees to acquire the Sold Shares, the EMP Group and the

Seller’s Knowledge. “Seller’s Knowledge”, within the meaning of this Agreement, shall mean the actual knowledge (tatsächliche Kenntnis) of any of the persons listed in Exhibit 14.1.3-1, or the knowledge any such identified person should have reasonably obtained following due inquiry of (a) each of such identified person’s direct reports or (b) any of the persons listed in Exhibit 14.1.3-2. The Seller’s Warranties which are subject to the Seller’s Knowledge shall be correct only as of the Signing Date and, subject to disclosure under Section 14.1.7, as of the Closing Date.

No Unsubstantiated Statements. The Parties agree that Seller’s Warranties as of the Closing Date are by definition subject to uncertainty and shall serve as a mere risk allocation between the Parties; under no circumstances shall any of the Seller’s Warranties be construed as an unsubstantiated statement under German law (Erklärung ins Blaue hinein).

Material Adverse Effect. “Material Adverse Effect” shall, for purposes of this Section 14 only, mean any change or effect that (i) is, and could reasonably expected to be, in the individual case or in the aggregate materially adverse to the net assets (Vermögenslage), financial position

Disclosure Schedules. All Schedules referred to in Sections 14.2 through 14.26 below are hereinafter collectively referred to as the “Disclosure Schedules”. The Parties agree that if any disclosure of events or documents made in the Disclosure Schedules is below any materiality threshold provided for such disclosure requirement or contains additional information, such disclosure shall not be used to construe or expand the scope of the required disclosure (including any standard of materiality) of such Seller’s Warranty.

Closing Date Disclosures: Prior to the Closing, the Seller shall supplement, modify or update the Disclosure Schedules with respect to the representations and warranties in this Section 14 for matters first arising after the date of this Agreement of which the Seller obtains actual knowledge or, with respect to representations and warranties qualified by Seller’s Knowledge (or similar knowledge qualifications), for matters of which the Seller first obtains actual knowledge after the date hereof, to ensure the correctness thereof (the “Bring Down Covenant”). Notwithstanding the foregoing sentence or anything to the contrary contained herein, any such supplements, modifications and updates shall in no way limit or affect the rights and remedies available hereunder to the Purchaser and shall be deemed not to have been made for purposes of determining satisfaction of the Closing Conditions set forth in Section 11.1.2 or for purposes of the Purchaser’s Remedies set forth in Section 18 (other than with respect to a claim for fraud, willful misconduct or willful deceit). From and after the Closing, references to the Disclosure Schedules shall be references to the Disclosure Schedules as so supplemented, modified and/or updated.

Status of the Seller

Existence, Capacity. The Seller is duly incorporated and validly existing under the laws of Germany. The Seller is duly authorized to execute and perform this Agreement and all ancillary agreements hereto and the transactions to be entered into pursuant to this Agreement, and such execution and performance by the Seller does not violate any provisions of the articles of association of the Seller. No corporate proceedings on the part of the Seller or any consent or approval under a contractual

No Seller Insolvency. No bankruptcy, insolvency or judicial composition proceedings have been commenced or, to the Seller’s Knowledge, applied for under any applicable law against the Seller, nor is the Seller over-indebted (überschuldet) (not taking into account any potential positive going concern prognosis (positive Fortführungsprognose)) or illiquid (zahlungsunfähig).

Enforceability. Subject to the Merger Clearance being obtained, this Agreement has been duly executed by or on behalf of the Seller and constitutes binding obligations of the Seller, enforceable against the Seller in accordance with its respective terms and conditions.

No Violation of Law or Orders. Subject to the Merger Clearance being obtained, (i) the Seller requires no approval or consent or waiver from any governmental authority to enter into this Agreement and to consummate the transactions contemplated hereunder, (ii) the execution and consummation of this Agreement and the performance of the transactions contemplated hereunder do not violate any applicable law or any judicial or governmental order (gerichtliche oder behördliche Verfügung) by which the Seller is bound, and (iii) there are no proceedings or investigations pending or threatened against the Seller or its Affiliates which seek to prevent or materially delay the consummation of the transactions contemplated under this Agreement.

Ownership of the Sold Shares and the Shareholder Loan Claim and the Existing Profit Transfer Claim

Title to Sold Shares. As of the Signing Date and as of the Closing Date, the Seller is the sole and unrestricted owner of all of the Sold Shares, and the Seller has good, valid and marketable title to such Sold Shares, free and clear of all encumbrances. As a result of the transactions contemplated by this Agreement (and assuming no assignment of any of the Purchaser’s rights under this Agreement), as of the Closing, the Purchaser will be the direct or indirect holder of all the issued and outstanding share capital of EMP and Large Belgium and the sole record and beneficial holder of all the

No Outstanding Subscriptions. There are no outstanding subscriptions, options, warrants or rights to acquire any shares or interests of the Companies or any agreements to which the Companies are a party by which they are bound to issue or sell any new shares or interests and there are no securities or other instruments convertible into shares or equity interests in the Companies.

Ownership of the Shareholder Loan Claim. The Seller is the sole and unrestricted owner of the Shareholder Loan Claim, the Shareholder Loan Claim validly exists and, except for the Financing Security, is free and clear of any third party rights.

Ownership of the Existing Profit Transfer Claim. The Seller is the sole and unrestricted owner of the Existing Profit Transfer Claim, the Existing Profit Transfer Claim validly exists and, except for the Financing Security, is free and clear of any third party rights.

Existence; Ownership of EMP Group Companies

MIG

No Insolvency

Financial Statements

2017 Accounts. The unaudited pro-forma consolidated financial statements of the EMP Group for the fiscal year 2017 which comprise a balance sheet as of 31 December 2017 and the statement of income for the twelve (12) month period commencing on 1 January 2017 and ending on 31 December 2017 (the “2017 Accounts”), a copy of which is attached hereto as Exhibit 14.7.1, have been prepared by the management of EMP. The 2017 Accounts (i) have been prepared in accordance with German generally accepted accounting principles (Grundsätze ordnungsmäßiger Buchführung) according to HGB German GAAP, applied on a pro-forma consolidated basis and (ii) present, in all material respects, in observance of German GAAP and on a pro-forma consolidated basis, a true and fair view of the assets and liabilities, financial position and results of operations (vermittelt unter Beachtung der Grundsätze ordnungsmäßiger Buchführung und der anwendbaren HGB-Bilanzierungsregeln ein den tatsächlichen Verhältnissen entsprechendes Bild der Vermögens-, Finanz- und Ertragslage) of the EMP Group Companies as of, and for the respective financial year and the period they cover, consistent with the content of any

2017 Group Accounts and 2016 Group Accounts. The audited consolidated financial statements of TopCo for the fiscal years 2016 and 2017, respectively, which comprise a balance sheet as of 31 December 2016 and 31 December 2017, respectively, and the statement of income for the twelve (12) month periods commencing on 1 January 2016 and 1 January 2017, respectively, and ending on 31 December 2016 and 31 December 2017, respectively (regarding the fiscal year 2016 the “2016 Group Accounts” and regarding the fiscal year 2017 the “2017 Group Accounts”), copies of which are attached hereto as Exhibit 14.7.2, have been prepared by the management of TopCo. The 2016 Group Accounts and the 2017 Group Accounts (i) have been prepared in accordance with Luxembourg GAAP and (ii) present, in observance of Luxembourg GAAP and on a consolidated basis, a true, complete and not misleading view of the assets and liabilities, financial position and results of operations (vermittelt in Übereinstimmung mit den in Luxembourg geltenden gesetzlichen Bestimmungen und Verordnungen betreffend die Aufstellung des Konzernabschlusses ein den tatsächlichen Verhältnissen entsprechendes Bild der Vermögens- und Finanzlage) of TopCo.

EMP Accounts. The audited financial statements of EMP for the fiscal years 2016 and 2017 which comprise a balance sheet as of 31 December 2016 and 31 December 2017, respectively, and the statement of income for the twelve (12) month periods commencing on 1 January 2016 and on 1 January 2017, respectively, and ending on 31 December 2016 and 31 December 2017, respectively (the “EMP Accounts”), copies of which are attached hereto as Exhibit 14.7.3, have been prepared by the management of EMP. The EMP Accounts have been prepared in accordance with German GAAP in all material respects and have been audited without objections (keine Einwendungen) by the auditor.

MIG Accounts. The financial statements of MIG for the fiscal years 2016 and 2017 which comprise a balance sheet as of 31 December 2016 and 31 December 2017, respectively, and the statement of income for the twelve (12) month periods commencing on 1 January 2016 and 1 January 2017, respectively, and ending on 31 December 2016 and 31 December 2017, respectively (the “MIG Accounts”), copies of which are attached hereto as Exhibit 14.7.4 have been prepared by the management of MIG and reviewed by an auditor and the results of this review have been described and documented by the auditor in a review opinion (Bescheinigung nach prüferischer Durchsicht). To the Seller’s Knowledge, there exist no material

Half Year Accounts. The unaudited consolidated half-year accounts of TopCo as of 30 June 2018 which comprise a balance sheet as of such date and the statement of income for the six (6) months period commencing on 1 January 2018 and ending on the 30 June 2018 (the “Half Year Accounts”), a copy of which is attached hereto as Exhibit 14.7.5 have been prepared by the management of EMP. The Half Year Accounts (i) have been prepared in accordance with Luxembourg GAAP on an interim half-year basis and (ii) present, in observance of Luxembourg GAAP and on a consolidated basis, a true, complete and not misleading view of the assets and liabilities, financial position and results of operations (vermittelt in Übereinstimmung mit den in Luxembourg geltenden gesetzlichen Bestimmungen und Verordnungen betreffend die Aufstellung des Konzernabschlusses ein den tatsächlichen Verhältnissen entsprechendes Bild der Vermögens- und Finanzlage) of TopCo.

No Objective Warranty. None of the statements in this Section 14.7 shall be construed or interpreted as an objective warranty (objektive (Bilanz-)Garantie) with respect to the 2017 Accounts, the 2016 Group Accounts, the 2017 Group Accounts, the EMP Accounts, the MIG Accounts, the Half Year Accounts or any other financial statements and where reference is made to a specific accounting standard in connection with a statement in this Section 14.7 only such accounting standard shall be relevant to determine whether or not and how any circumstances objectively existing as of the relevant reference date are to be reflected in the relevant financial statement, including as regards the question as to whether and as of which time the subjective knowledge of such circumstances by a relevant person or relevant persons is decisive therefore, provided that the question whose knowledge is relevant shall also solely be determined by the relevant accounting standard referenced in the relevant statement.

Enterprise Agreements

Intellectual Property; Information Technology

Registered Intellectual Property. Schedule 14.9.1-1 sets forth a true, complete and correct list of all registered Intellectual Property (as defined below) owned or purported to be owned by an EMP Group Company (the “Registered EMP Intellectual Property”). Schedule 14.9.1-2 sets forth a true, complete and correct list of all material Intellectual Property licensed, or otherwise permitted to be used, by an EMP Group Company from a third person that is not an EMP Group Company (the “Licensed Intellectual Property”), including those licenses or other agreements under which such EMP Group Company is a licensee or otherwise granted the right or interest to use such Licensed Intellectual Property. Any such licenses or other agreements which have a value or expected value of less than EUR 100,000 (in words: Euro one hundred thousand) do not have to be made part of Schedule 14.9.1-2. Registered EMP Intellectual Property and Licensed Intellectual Property are hereinafter collectively referred to as “Material IP Rights”. “Intellectual Property” means all intellectual property in any and all jurisdictions worldwide, including (a) all patents, patent applications, inventions and improvements conceived or reduced to practice; (b) trademarks, service marks, URLS and domain names, trade dress, logos, slogans, and all identifiers of source or goodwill, including all goodwill therein, symbolized thereby or associated therewith (including social media identifiers); (c) all copyrights and works of authorship in any media, moral rights, mask works; (d) all trade secrets and confidential information in any form or format; (e) all rights of privacy and publicity; (f) all registrations, applications, renewals and extensions for any of the foregoing in (a) to (e); and (g) the right to ▇▇▇ for and recover damages, assert, settle and/or release any claims or demands and obtain all other remedies and relief at law or equity for any past, present or future infringement or misappropriation of any of the foregoing.

Sufficiency of Intellectual Property. The EMP Group Companies own and have the legal and beneficial right, title and interest in or have valid and enforceable rights to use all material Intellectual Property that is necessary to conduct the Business as presently conducted. The execution of this Agreement and consummation of the transactions contemplated hereunder

Ownership of Intellectual Property. Except for the Financing Security, the EMP Group Companies are the sole and beneficial owners of all right, title and interest in and to all Intellectual Property owned or purportedly owned by the EMP Group Companies (the “EMP Intellectual Property”), free and clear of any licenses, encumbrances, liens, pledges, assignments or other rights granted to or held by any third party, except for non-exclusive licenses granted by an EMP Group Company in the ordinary course of business or any non-assignable mandatory rights of inventors or authors of such Intellectual Property under German Copyright Act (Urheberrechtsgesetz).

Validity and Enforceability of Intellectual Property. All EMP Intellectual Property and, to the Seller’s Knowledge, all Licensed Intellectual Property, is valid, subsisting and enforceable, and not subject to any outstanding order, judgment, injunction, decree, ruling or agreement adversely affecting any EMP Group Company’s use thereof or rights thereto, or impairing the validity or enforceability thereof. All Registered EMP Intellectual Property and, to the Seller’s Knowledge, all Licensed Intellectual Property, is in compliance with all formal legal requirements necessary to record and perfect the relevant EMP Group Company’s or licensor’s interest therein, and to maintain the validity and enforceability thereof. There are no actions pending or asserted, or, to the Seller’s Knowledge, threatened, concerning any EMP Intellectual Property, or, to the Seller’s Knowledge, any Licensed Intellectual Property, contesting or challenging the ownership, validity or enforceability thereof, or any EMP Group Company’s right to use such Intellectual Property.

Non-Infringement. To the Seller’s Knowledge, the conduct of the Business by the EMP Group Companies as currently conducted, including the use of the Material IP Rights, in connection therewith, and the products and services of the EMP Group Companies, do not infringe or otherwise violate the Intellectual Property rights of any third party. To the Seller’s Knowledge, no third party has infringed, misappropriated or otherwise violated the Material IP Rights. There are no actions pending or asserted, or, to the Seller’s Knowledge, threatened (including in the form of offers to obtain a license), (a) alleging any infringement, misappropriation, or other violation by any EMP Group Company of the Intellectual Property of any

Intellectual Property Agreements. “EMP IP Agreements” shall mean all licenses, consents, releases, settlements, coexistence agreements, covenants not to ▇▇▇, permissions and all other contracts and agreements, whether written or oral, relating to Intellectual Property to which any EMP Group Company is a party, beneficiary, or otherwise bound (a) under which any EMP Group Company is a licensor or otherwise grants to any third party any right or interest relating to any EMP Intellectual Property; (b) under which any EMP Group Company is a licensee or otherwise granted any right or interest relating to third-party Intellectual Property that is not Licensed Intellectual Property disclosed in Schedule 14.9.1-2 (and other than unmodified licenses for commercial “off-the-shelf” or “shrink-wrap” software); and (c) which otherwise relate to any EMP Group Company’s ownership or use of Intellectual Property, in each case with respect to clauses (a), (b) and (c) exceeding a value or expected value of EUR 100,000 (in words: Euro one hundred thousand). Each EMP IP Agreement is valid and binding on any EMP Group Company that is party thereto in accordance with its terms and is in full force and effect. No EMP Group Company, nor, to the Seller’s Knowledge, any other party thereto, is or is alleged to be in breach or default under, or has provided or received any notice of breach of, default under or intention to terminate (including by non-renewal), any EMP IP Agreement.

Information Technology. The software, computer hardware, servers, networks, platforms, peripherals, data communication lines, and other information technology equipment and related systems, including any outsourced systems and processes, that are owned or used by the EMP Group Companies (collectively, the “EMP IT Systems”) are in reasonably good working condition and are reasonably maintained for the conduct of the Business as conducted by the EMP Group Companies. For a period of two (2) years prior to the Signing Date, to the Seller’s Knowledge, there has been no unauthorized access, use, intrusion, or breach of security, or material failure, breakdown, performance reduction or other adverse event affecting any EMP IT Systems that has caused any material disruption of or interruption to the use of such EMP IT Systems or the conduct of the Business. The EMP Group Companies maintain commercially reasonable backup and data recovery, disaster recovery, and business continuity plans,

No Impairment. The EMP Group Companies’ access to and use of any information and communications technologies is not reasonably expected to be impaired or interrupted as a direct result of the consummation of the transactions contemplated by this Agreement.

Privacy and Data Protection

Compliance with Privacy and Data Security Laws and Contracts. The EMP Group Companies comply with all applicable laws and regulations relating to the collection, use, storage, transfer, retention, disclosure, disposal, protection and other processing (collectively, the “Processing”) of Personal Information (as defined below), including Regulation (EU) 2016/679 (General Data Protection Regulation), and with all contracts and agreements to which an EMP Group Company is a party relating to the Processing of Personal Information. “Personal Information” means any information relating to an identified or identifiable natural person, where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to that natural person.

Privacy and Data Protection Policies. The EMP Group Companies have internal and external policies regarding the Processing of Personal Information by or on behalf of the EMP Group Companies, and the EMP Group Companies have policies which accurately describe the EMP Group Companies’ use of, and practices with regard to, Personal Information provided in a clear and conspicuous manner on all websites, mobile sites and mobile applications owned or operated by or on behalf of the EMP Group Companies. The EMP Group Companies comply with all such internal and external policies regarding the Processing of Personal Information.

Security Measures. The EMP Group Companies have established and implemented policies, programs, and procedures as appropriate, and in compliance with applicable industry practices, to protect the confidentiality, integrity, and security of data, including Personal Information, in its possession, custody, or control against unauthorized access, use, disclosure, alteration, loss or other misuse. Since 1 January 2016, the EMP Group Companies have never been required under any applicable laws or regulations to notify customers, employees or other

Complaints and Investigations. Since 1 January 2016 and, to the Seller’s Knowledge, prior to such date, no person, including any governmental authority, has commenced any action relating to the EMP Group Companies’ information privacy or data security practices, including with respect to Processing of Personal Information, nor has any such person, to the Seller’ Knowledge, threatened any such action or made or initiated any complaint, inquiry or investigation, relating to such practices.

Effect of the Transaction. The execution of this Agreement and the consummation of the transactions contemplated hereunder will not violate any applicable law or regulation, contract or internal or external policies of the EMP Group Companies.

Real Property

Owned Real Property. Schedule 14.11.1 contains a true and complete list of all real property owned by the EMP Group Companies as of the Signing Date. Except as disclosed in Schedule 14.11.1 and pursuant to statutory law, each EMP Group Company reflected in Schedule 14.11.1, as being the owner of a piece of real property, is the sole and, subject to the occurrence of the security release as contemplated under Section 4, unrestricted legal and beneficial owner of the relevant real property.

Leased Real Property. Schedule 14.11.2 contains a complete list of all real property leased (gemietet oder gepachtet) by the EMP Group Companies (“Leased Real Property”) as of the Signing Date. In relation to the Leased Real Property,

there are no written notices alleging that any relevant lease agreement is invalid or a material breach of any covenants, conditions and agreements contained in the relevant lease agreements (Miet- oder Pachtverträge), on the part of the tenant; and

no tenancy (Miet- oder Pachtverhältnis) is being continued after the contractual expiry date whether pursuant to statute or otherwise.

Sufficiency of Assets

No Undisclosed Liabilities; Payables and Receivables

The EMP Group does not have any liabilities (whether absolute or contingent, known or unknown) that are not disclosed in this Agreement or in the Disclosure Schedules, except for such (i) liabilities reflected in the 2017 Accounts, the Half Year Accounts or the MIG Accounts, (ii) liabilities incurred in the ordinary course of business, consistent with past practice (none of which have arisen out of or relate to a breach of contract or an infringement or violation of law), (iii) future executory obligations arising under any of the Material Agreements or other contracts disclosed on the Disclosure Schedules (excluding any liability for breach or non-performance prior to the Closing Date), (iv) liabilities arising under this Agreement and any of the respective transactions contemplated hereby, (v) liabilities and obligations to be expressly included in (or for which a reserve or accrual is to be expressly included in) the computation of the Closing Net Working Capital, Closing Indebtedness and/or Closing Seller Transaction Expenses (each as finally determined in accordance with this Agreement), (vi) liabilities included in or related to the PLTA Profit Transfer Claim (or the PLTA) or the Shareholder Loan, (vii) liabilities and obligations between or among any of the EMP Group Companies, or (viii) liabilities that individually would not exceed an amount of EUR 400,000.00 (in words: Euro four hundred thousand).

The Seller has maintained, and will maintain until the Closing Date, with respect to the Business, cash management practices and policies, practices and procedures with respect to the collection of accounts receivable, the establishment of reserves for doubtful accounts, the accrual of accounts receivable, inventory management and control, including with respect to work-in-process, the prepayment of expenses, the payment of accounts

All outstanding accounts receivable, notes and other amounts receivable from third parties (including customers and employees) as of the Closing Date are valid and genuine and have arisen out of bona fide sales and deliveries of goods, performance of services and other business transactions in the ordinary course of business consistent with past practice and are not subject to valid claims of setoff or other defenses or counterclaims other than normal discounts and rebates accrued in the ordinary course of business consistent with past practice.

Material Agreements; Status

Material Agreements. To the Seller’s Knowledge, except as disclosed in Schedule 14.14.1 and except for agreements to which only EMP Group Companies are a party, the EMP Group Companies are not a party to any of the following agreements or commitments relating to the Business which are not otherwise referred to in this Agreement and have not yet been completely fulfilled (nicht vollständig erfüllte Verträge), including any secondary claims, as of the Signing Date:

agreements, which were entered into since 1 January 2016, relating to the acquisition or sale of (i) interests in other companies or (ii) businesses;

(i) corporate joint venture, corporate partnership or shareholders’ agreements and cooperation agreements and (ii) any Related Party Agreement;

loan and credit agreements, or other agreements or instruments evidencing financial indebtedness of any of the EMP Group Companies, including financial leases, performance or warranty bonds, factoring agreements, asset-backed security transactions or agreements relating to swaps, futures, options or other financial derivatives;

agreements securing, individually, financial indebtedness of third parties such as pledges, guarantees, suretyships (Bürgschaften) or letters of comfort (Patronatserklärungen) extended by any of the EMP Group Companies to any third party;

any contract relating to capital expenditures that individually exceed EUR 300,000.00 (in words: Euro three hundred thousand);

lease agreements (other than lease agreements regarding real estate/premises) with any EMP Group Company as lessor or lessee involving an annual rent for the calendar year 2018 which is reasonably expected to be in excess of EUR 100,000.00 (in words: Euro one hundred thousand) in the individual case;

contracts that limit the ability of an EMP Group Company to compete in any line of business or with any person or in any geographic area or during any period of time or that contain a “most favored nation” restriction except for customary geographic restrictions in any license agreements entered into by any EMP Group Company as licensee;

agreements with suppliers of the Business (excluding framework agreements but including specific orders under framework agreements) which provide for expected annual payment obligations of the EMP Group Companies in excess of EUR 1,000,000.00 (in words: Euro one million);

agreements with service providers, particularly regarding logistics services, which provide for expected annual payment obligations of the EMP Group Companies in excess of EUR 500,000.00 (in words: Euro five hundred thousand) in the individual case; and

any other contracts or agreements which automatically terminate or may be terminated by the other party as a result of the consummation of the transactions contemplated hereunder.

Fair Disclosure. The Seller has Fairly Disclosed accurate and complete copies of all written Material Agreements as of the Signing Date in their current version, including all amendments thereto.

Status. None of the Material Agreements has been terminated by the respective EMP Group Company by giving notice of termination or entering into any termination agreement as of the Signing Date. Within the last twelve (12) months prior to the Signing Date, no counterparty to a Material Agreement has claimed in writing vis-à-vis any EMP Group

Labor Matters

Collective Bargaining Agreements. Schedule 14.15.1 sets forth a list of all collective bargaining agreements (Tarifverträge) and other agreements entered into within two (2) years prior to the Signing Date between the EMP Group Companies and a workers’ council (Betriebsrat) of an EMP Group Company which contain (i) limitations to terminate employment agreements, including severance payments, (ii) obligations of an EMP Group Company to maintain establishments at certain sites or (iii) guarantees to maintain a certain number of employees.

Mass Layoffs. Schedule 14.15.2 contains a complete list, as of the date of this Agreement, of all social plans (Sozialpläne) or reconciliations of interests (Interessenausgleiche), or comparable shop agreements (Betriebsvereinbarungen), in each case, within the meaning of the German Employees’ Representation Act (Betriebsverfassungsgesetz) dealing with mass layoffs since 1 January 2016 applicable to any EMP Group Company. No EMP Group Company will implement any operation change (Betriebsänderung) which results in any EMP Group Company’s obligation to negotiate on a balance of interests (Interessenausgleich) and social plan (Sozialplan).

Business Employees. Schedule 14.15.3 contains a complete anonymized list, as of the date hereof, of all directors, managers and other employees (including both a designation for full time or part time, permanent or temporary) employed as of 31 July 2018 by EMP Group Companies (collectively referred to as the “Business Employees”), including for each Business Employee (other than employees from temporary employment agencies), the employer, area, department, year of birth, start date and monthly base salary.

Freelancers (freie Mitarbeiter). Schedule 14.15.4 contains a complete list, as of the date of this Agreement, of all freelancers who perform work at the site of any EMP Group Company.

Other than the Business Employees set forth on Schedule 14.15.3, no employees, directors, officers, employees from temporary employment agencies, employees with pending employment agreements, or any other employees or freelancers (freie Mitarbeiter) are or will become, as a result of facts, events or circumstances existing or having occurred on or before the Closing Date, an employee of any of the EMP Group Companies other than as permitted under Section 15.1.2(s).

Benefit Schemes. Schedule 14.15.6 sets forth a complete list, as of the date of this Agreement, of all company practices (betriebliche Übungen), collective promises (Gesamtzusagen), collective bargaining agreements (Tarifvertrag), shop agreements (Betriebsvereinbarungen) and any other agreements, whether on an individual or on a collective basis, that are applicable for any current or former Business Employee of the EMP Group Companies, and govern the salaries, bonuses or similar payments, and other monetary benefits.

Pension Plans. Schedule 14.15.7 contains for each EMP Group Company a list of all agreements, schemes and plans, whether of an individual or collective nature and including commitments based on works custom (betriebliche Übung) under which such EMP Group Company has any obligations to provide an occupational pension (betriebliche Altersversorgung) except for mandatory employers’ contributions to statutory benefit schemes. All obligations under or in connection with pension schemes pertaining to periods prior to the Closing Date have either been fulfilled or are fully funded, or have been reflected by the establishment of appropriate reserves. All payments owed to external pension carriers (in particular pension funds and insurance companies) have been duly made. All EMP Group Companies have fully complied with the terms and conditions of pension schemes.

Compliance. The EMP Group Companies have complied in all material respects and are in compliance in all material respects with all laws relating to employment, labor and the workplace, including laws relating to wages, hours, collective bargaining, occupational safety and health, work authorization, equal employment opportunity, equal treatment, discrimination in employment, terms and conditions of employment, immigration, tax withholding and employee data protection. The EMP Group Companies have withheld all amounts required by law, or by

Scope of Warranties and Disclosures. The Parties agree that disclosures and warranties provided for in this Agreement also include and apply to Transferred Employees pursuant to Section 16.2.3.

Permits; Compliance

Permits. The EMP Group Companies are, and have been since 1 January 2016, in possession of all governmental approvals, consents, licenses and permits which are and have been material for conducting the Business taken as a whole (the “Material Permits”). There are no written restrictions or written subsequent orders (nachträgliche Anordnungen) relating to a Material Permit, which would, after the Signing Date, individually or in the aggregate, have a Material Adverse Effect. As of the Signing Date and as of the Closing Date, the Material Permits are in full force and effect and there has been no notification in writing to any EMP Group Company of any challenge (angefochten) before any governmental authority or court of law by any third party.

Compliance. The Business is conducted, and has been conducted since 1 January 2016, in accordance with the Material Permits as well as in compliance with applicable laws and regulations unless the lack of which would not result, individually or in the aggregate, in a Material Adverse Effect. In the twelve (12) month period preceding the Signing Date, there has been no withdrawal, revocation, material restriction or subsequent material alteration of the Material Permits. No managing director, officer, employee and, to the Seller’s Knowledge, agent of an EMP Group Company has in the twenty-four (24) month period preceding the Signing Date, in violation of any applicable criminal law and in connection with exercising functions for, or doing business on behalf of, any EMP Group Company, (i) offered, promised or granted, directly or indirectly, any benefit in the nature of a bribe, facilitation payment in kind or kick-back to a public official or representative of any administrative authority or (ii) committed a breach of any applicable anti-money-laundering law. None of the EMP Group Companies have been notified in writing to the effect that there is any pending investigation, extant charge or extant claim, in

Environment

Insurance

Schedule 14.18.1 contains (i) a list of all material insurance policies (listing the respective amount insured) maintained by or on behalf of an EMP Group Company (the “Insurance Policies”) and (ii) all claims that have been asserted by EMP Group Companies under the Insurance Policies in the twenty-four (24) months prior to the Signing Date in an amount in excess of EUR 75,000.00 (in words: Euro seventy-five thousand) in the individual case.

All premiums under the Insurance Policies due and payable have been paid when due and payable, none of the Insurance Policies has been cancelled or terminated by any EMP Group Company and none of the EMP Group Companies has received any notice of termination. Each of the Insurance Policies maintained by or on behalf of the EMP Group Companies are in full force and effect.

Litigation; Product Liability

Except as disclosed in Schedule 14.19.1, there is (i) no lawsuit, court action, arbitration or similar proceeding pending (rechtshängig) or, to the Seller’s Knowledge, threatened in writing before any court of law or arbitral tribunal, to which an EMP Group Company is a party, with a value in dispute (Streitwert) in excess of EUR 50,000.00 (in words: Euro fifty thousand) in the individual case or in the aggregate with respect to a series of individual cases based on similar grounds and (ii) no still extant judgment or arbitral award under which an EMP Group Company is subject to, as of the Signing Date, unsatisfied payment obligations with a value exceeding EUR 50,000.00 (in words: Euro fifty thousand) in the individual case or in a series of individual cases based on similar grounds.

Except as disclosed in Schedule 14.19.2, during the twenty-four (24) months prior to the Closing Date, (i) no EMP Group Company has recalled (zurückgerufen) a product or terminated its production or marketing, in each case, due to non-conformity of such product with quality or legal requirements or due to serial defects of such product, (ii) no EMP Group Company issued to customers any general product warning regarding any of its products, and (iii) no product placed on the market by any EMP Group Company was the subject of a product recall by such EMP Group Company or was requested or ordered by a governmental authority vis-à -vis any EMP Group Company to be the subject of a product recall by any EMP Group Company.

During the twenty-four (24) months prior to the Closing Date, no EMP Group Company has received any written allegation from any person to the effect that it delivered any products or rendered any services which have not been in compliance with contractual specifications or have triggered statutory warranty claims (Gewährleistungshaftung) or claims under applicable law relating to product liability (Produkthaftung), in each case which resulted or are reasonably expected to result in payment obligations of such EMP Group Company exceeding EUR 100,000.00 (in words: Euro one hundred thousand) in each individual case or in a series of individual cases based on similar grounds, which claims have not been fully settled prior to the Signing Date.

There is no pending investigation of which notification has been provided to any EMP Group Company by any governmental authority pursuant to which the governmental authority has threatened in writing to issue an injunction under which any EMP Group Company or their current officers or directors would be permanently or temporarily enjoined from engaging in, or continuing any conduct or practice in connection with, the Business as currently conducted, and none of the EMP Group Companies or their current officers and directors are the subject of such an injunction that is still in effect.

Tax Matters

Tax Applications. The EMP Group Companies have prepared diligently and in good faith and filed all Tax Returns when due to be filed. No extension of time with respect to any date on which a Tax Return of the EMP Group Companies is required to be filed is in force or was requested by the EMP Group Companies (other than ordinary extensions of the due date for filing such Tax Return).

Tax Payments. Each of the EMP Group Companies has timely paid all Taxes which were due and payable (fällig und zahlbar) within the meaning of the relevant applicable tax code. Each of the EMP Group Companies has withheld and timely paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or any other third party, in each case to the extent they were due and payable (fällig und zahlbar) within the meaning of the relevant applicable tax code. Each of the EMP Group Companies has complied with all record keeping and information reporting requirements applicable to such withholding Taxes.

Secondary Liability. Except for obligations resulting from the fiscal unity between the Seller and EMP, none of the EMP Group Companies is secondarily liable for any Tax obligation, which is the primary obligation of an entity other than an EMP Group Company (e.g., pursuant to Section 75 of the German General Tax Act (Abgabenordnung)) (of whatever kind, including, without limitation, federal and local) and none of such companies is liable for any such Tax.

Blocking Periods. To the Seller’s Knowledge, blocking, holding and maintenance periods (e.g., Section 6 Para 5 Sentence 4 German Income Tax Act (Einkommensteuergesetz)) or any similar restriction under applicable foreign law have not been initiated at any EMP Group Company or have been expired.

Tax Audit. Except as disclosed in Schedule 14.20.5, none of the EMP Group Companies is involved in any Tax Audit. No Tax dispute or other proceeding is pending in respect of any EMP Group Company, and no EMP Group Company has been notified by any Tax Authority in writing that such authority intends to commence any such proceeding. No waiver or agreement by the EMP Group Companies is in force for the extension of time for the collection or assessment of any Taxes (or that otherwise extend any statute of limitations relating to Taxes of the Company or any Subsidiary thereof), and no request for such waiver, agreement or extension is outstanding. None of the EMP Group Companies have received written notice from any Tax Authority of any Tax deficiency that is outstanding, assessed or proposed against the EMP Group Companies and has not been resolved in full.

Documentation. All material documentations required by applicable Tax law have been properly prepared by the EMP Group Companies and such documentations are true and correct in all material respects and in the possession of the relevant EMP Group Company.

Tax Ruling. None of the EMP Group Companies have entered into any arrangements with or has obtained any ruling from any Tax Authority and has not applied for any such arrangement or binding Tax ruling.

Nexus. None of the EMP Group Companies have received notice or other claim by any Tax Authority in a jurisdiction where the EMP Group Companies do not file Tax Returns that it is or may be subject to Tax by that jurisdiction and to the EMP Group Companies’ knowledge, there is no basis for such claim to be made.

To the Seller’s Knowledge, there are no liens for Taxes (other than liens with respect to current Taxes not yet due and payable) upon any of the assets of the EMP Group Companies.

“Tax” or “Taxes” shall mean any taxes (Steuern), duties (Abgaben), public contributions (Beiträge, Gebühren), customs (Zölle), excise (including in particular any imposition within the meaning of Section 3 para. 1 to 3 German Tax Code (AO)) as well as any wage taxes (Lohnsteuern) and any similar forms of taxation and governmental charges under applicable foreign law, levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or other reference and in any case also including (i) withholding Taxes and secondary liability (Haftung) for taxes owed by others (e.g., pursuant to Section 75 German General Tax Code (AO) or any similar provision under foreign law), (ii) social security contributions and contributions to the Chamber of Industry and Commerce or any other contributions assessed on a basis relevant for tax purposes, (iii) investment allowances (Investitionszulagen), investment subsidies (Investitionszuschüsse) and (iv) Tax allocation agreements (Steuerumlageverträge) and specific tax indemnity obligations, in each and any case together with any interest, penalty or other kind of addition thereon or relating thereto and incidental payments related thereto (in particular any ancillary charges (steuerliche Nebenleistungen) within the meaning of Section 3 para. 4 AO). The term “Tax” or “Taxes” shall also include any amounts assessed or levied for not complying with obligations imposed by tax law (including but not limited to penalties for late filing and/or delay in payment, surcharges and penalties for not preparing or not furnishing transfer pricing studies or preparing or furnishing transfer pricing studies which do not meet the required standards).

“Tax Audit” shall mean any Tax audit, inspection or similar investigation by any Tax Authority.

“Tax Authority” shall mean any taxing or other authority competent to impose any liability in respect of Taxes or responsible for the administration and/or collection of Taxes or enforcement of any law in relation to Taxes.

“Tax Return” shall mean any tax declarations (Steueranmeldungen), advance tax declarations (Steuervoranmeldungen), tax returns (Steuererklärungen), reports, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

Public Subsidies

Conduct of Business

Related Party Transactions

No Brokers’ or Finders’ Fees

Major Suppliers and Major Licensors

Schedule 14.25.1 sets forth a list of (i) the 78 largest suppliers of products or services to the Business as measured by Euro value for the twelve (12)-month period ended on 31 July 2018 (such suppliers collectively, the “Major Suppliers”’) and (ii) the six largest licensors to the Business as measured by Euro value for the twelve (12)-month period ended on 31 July 2018 (such licensors collectively, the “Major Licensors”).

Except as disclosed on Schedule 14.25.2, none of Major Suppliers or Major Licensors has (i) cancelled, substantially amended, terminated, or, to Seller’s Knowledge, indicated an intent or threatened to, cancel,

Books and Records

Seller’s Covenants

Conduct of Business prior to Closing

General. From (and including) the Signing Date until the Closing Date (the “Interim Period”), the Seller shall exercise its rights as shareholder of the Companies to cause the EMP Group Companies to continue to carry on the Business in the ordinary course consistent with past practice as applied over the last twelve (12) months and with the care of a prudent business person including, without limitation, as relates to managing its working capital (including the timing and collection of receivables, the payments of accounts payable, the management of inventory, and not shortening or lengthening the customary payment cycles for any of its payables or receivables).

Restricted Actions. During the Interim Period, the Seller shall exercise its rights as shareholder of the Companies to cause (and shall instruct the management of the Companies to cause) the EMP Group Companies not to take any of the following actions without the Purchaser’s prior consent in text form (Textform), which shall not be unreasonably withheld or delayed:

amendments to the articles of association or bylaws of any EMP Group Company;

any merger, split-off or other company reorganization within the meaning of and pursuant to the German Reorganization Act (Umwandlungsgesetz) or equivalent foreign statutes involving any EMP Group Company;

any dissolution or liquidation of any EMP Group Company;

entry into new, or discontinuance of existing, lines of business;

the redemption of the Sold Shares or securities in any EMP Group Company or parts thereof;

the issuance or authorization to issue new shares, partnership interests or other securities in any of the EMP Group Companies (except as solely within the EMP Group), including convertible bonds or other equity-linked securities, subscription rights, dividend bonds or participation rights;

the sale, transfer or other disposal of the Sold Shares or the securities or interests in any EMP Group Company or parts thereof, or granting of any security rights, options, warrants, pre-emptive rights, rights of first refusal or other purchase rights with respect to the Sold Shares or the securities or interests in any EMP Group Company or parts thereof;

any conclusion or amendment of any enterprise agreement within the scope of Sections 291, 292 of the German Stock Corporations Act (AktG) or equivalent foreign statutes;

acquire or agree to acquire (i) by purchasing all or substantially all the assets of or all or substantially all the outstanding securities in, any business, company or other business organization or (ii) any assets that are material, individually or in the aggregate, to the EMP Group Companies, taken as a whole, except purchases of inventory in the ordinary course of business;

the amendment or termination of any Material Agreement, except in the ordinary course of business consistent with past practice and except for any amendment to any agreement evidencing any Seller Transaction Expenses that has the effect of reducing any of the payment obligations of the EMP Group Companies thereunder, or entering into an agreement that would qualify as a Material Agreement had it been entered into prior to the Signing Date;

the initiation, settlement or withdrawal of any material litigation or action or waive, settle or release any material debt or claim, in each case if the value in dispute, the debt or the claim are in excess of EUR 25,000.00 (in words: Euro twenty-five thousand) in a single or several comparable cases;

the entering into any collective agreements with unions, works councils or other employee representative bodies other than industry wide collective bargaining agreements (Flächentarifverträge) or in the ordinary course of business consistent with past practice;

the sale, lease, license, transfer or other disposal of its owned Material IP Rights;

incur any incremental (zusätzliche) financial liability for borrowed money, or make any payment relating thereto or agree to incur any other liability relating thereto, or issue any guarantee or other security in favor of any person other than any EMP Group Company, in each case excluding (i) liabilities for borrowed money, guarantees, bonds or letters of credit incurred or issued towards any EMP Group Company, (ii) liabilities incurred under Financing Agreements existing on the Signing Date, or (iii) liabilities incurred (and payments made) in the ordinary course of business consistent with past practice;

mortgage, pledge, assign or transfer for security purposes or subject to liens, charges or any other encumbrances any of the tangible or intangible assets of the EMP Group Companies, in each case except in accordance with the ordinary course of business and consistent with past practice;

the making of any material individual capital expenditure exceeding an amount of EUR 125,000.00 (in words: Euro one hundred twenty-five thousand) or an amount of EUR 250,000.00 (in words: Euro two hundred fifty thousand) in the aggregate, except pursuant to contracts or commitments existing on the Signing Date or capital expenditure items as included in the relevant budget which has been provided to the Purchaser as part of the due diligence materials;

(i) the making, changing or revoking of any election concerning Taxes or Tax Returns, adopting or changing any method of Tax

(i) make any material change in the customary methods of operations of the Business, including practices and policies relating to manufacturing, purchasing, inventories, marketing, selling and pricing; (ii) engage in any material promotional, sales or discount or other activity outside of the ordinary course that will or could reasonably be expected to have the effect of accelerating sales prior to the Closing that would otherwise be expected to occur subsequent to the Closing; and (iii) write down or write up the value of any inventories or accounts receivable, notes and other amounts receivable from third parties (including customers and employees) other than in the ordinary course in accordance with German GAAP;

(i) the granting of any increases in wages, salaries, bonuses or other remuneration of any managing director or employees other than regular increases which are granted in the ordinary course of business consistent with past practice, or (ii) enter into, amend or terminate any employment agreements, or promise to make any bonus, extraordinary compensation, pension or severance payments to, any officer, director, other member of a corporate body or employee, except in the ordinary course of business consistent with past practice or mandated by applicable law; and

entering into any agreement to take any of the actions set forth under Section 15.1.2(a) through Section 15.1.2(s).

Purchaser’s Consent

Seller’s Closing Certificate; Retention Letter

On the Closing Date, the Purchaser shall receive a certificate substantially in the form as attached hereto as Exhibit 15.3 (the “Seller’s Closing Certificate”) signed by the managing directors of EMP and the Seller confirming that to their actual knowledge (tatsächliche Kenntnis) the Closing Conditions set out in Sections 11.1.1, 11.1.2 and 11.1.3 have been fulfilled.

During the Interim Period, the Seller shall use its reasonable best efforts to obtain written evidence from ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC that the payment of the Seller Transaction Expenses contemplated by clause (iii) of such definition will satisfy all monetary obligations of any EMP Group Company in connection with, or arising from, the retention letter described in such clause (iii).

Financing Assistance

No Alternative Transaction

Transfer of Employees, Managing Directors and Employee Loans

EMP Service Termination Agreement

Transfer of Employees

TUPE Transfer. The Parties assume that following the execution of the EMP Service Termination Agreement and the resulting insourcing of the services previously provided by the Seller, the employment relationships of the Seller’s Employees will be transferred to EMP with effect as of the Closing Date by operation of law in accordance with Section 613a BGB,

Employment Offer. In the event that any of the Seller’s Employees should not become employees of EMP pursuant to Section 613a BGB, the Purchaser shall procure (steht dafür ein) that EMP, with effect as of the Closing Date, shall offer employment to such employees at terms and conditions which, to the extent possible, are substantially similar in all material respects with the terms and conditions of their existing employment with the Seller and which put them into the position they would enjoy had their employment been transferred to EMP under Section 613a BGB (the “Employment Offer”).

Transferred Employees and Retained Employees. The Seller’s Employees whose employment relationships are definitely transferred to EMP under applicable law as a result of their non-objection pursuant to Section 613a para. 6 BGB or who have accepted the Employment Offer are hereinafter collectively referred as the “Transferred Employees”. The Seller’s Employees who have validly objected to the transfer of his or her employment relationship to the Purchaser, irrespective of whether such valid objection was served prior to or after the expiration of a period of one (1) month following receipt by the relevant employee of the Transfer Notice, and have consequently not accepted the Employment Offer and as a result thereof remain employees of the Seller are hereinafter referred to collectively as the “Retained Employees”.

Notification and Reasonable Efforts

Transfer of Managing Directors

Employment-Related Liabilities

Transferred Employees. As between the Seller and the Purchaser (im Innenverhältnis) and provided that there is no breach of Section 14.15.9, any claims, obligations, liabilities, or losses (whether past, present or future, actual or contingent, direct or indirect), damages and reasonable costs and expenses (including Taxes, reasonable legal fees, expenses and disbursements but for the avoidance of doubt excluding any business related Taxes) including but not limited to salary, bonuses, withholding wage taxes, holiday payments, anniversary payments or pensions and other employee-related payments, arising out of or in connection with the employment agreements (the “Employee-Related Liabilities”) of the Transferred Employees shall be solely borne by EMP.

Retained Employees.

The Purchaser shall indemnify and hold harmless the Seller from and against any (i) Employee-Related Liabilities arising out of or in relation to the continuation of the employment relationships of any Retained Employees, (ii) claims, obligations, liabilities, or losses (whether past, present or future, actual or contingent, direct or indirect), damages and reasonable costs and expenses (including Taxes, reasonable legal fees, expenses and disbursements) arising out of or in connection with the termination of the employment relationships of any Retained Employees, including reasonable severance payments provided that the Purchaser has given its prior written consent to granting such severance payments. This indemnity does not, however, apply to any liabilities against Retained Employees who object against their transfer after the statutory one month period pursuant to Section 613a (6) BGB due to an incorrect or incomplete transfer notice (including reasonable legal fees, expenses and disbursements arising out of or in

The Parties agree that the Seller shall give notice of termination to all Retained Employees as the earliest possible termination date and shall use its best efforts to enforce such termination. In the event of a labor dispute with respect the validity of the termination of an employment of a Retained Employee, Seller shall promptly inform the Purchaser and give the Purchaser the opportunity to lead such proceedings in its sole discretion. The Purchaser shall in particular be entitled to participate in and direct all negotiations and correspondence with the relevant Seller’s Employee and/or Retained Employee and to appoint and instruct legal counsel to act on behalf and as representative of the Seller. The Seller shall further fully cooperate with the Purchaser as requested and in accordance with the instructions issued by the Purchaser for the purpose of disputing, appealing, compromising or contesting any claim made by any Seller’s Employee and/or Retained Employee.

Employee Loan

Insurances, Payroll Administration and Lease Agreements; Non-Solicitation

Insurance Agreements

The Seller shall transfer to the Purchaser (or its designated Affiliate) with legal effect as of the Closing Date all or any portion of the insurance agreements further set out in Exhibit 17.1.1 (the “Insurance Agreements”), which the Purchaser has elected in writing following the Signing Date to accept to continue in force following the Closing, along with all rights and obligations by way of outright transfer in the form of assumption of contract (Vertragsübernahme) subject to any third party consents. In relation to the Insurance Agreements, the Purchaser undertakes to enter into such agreements and documents and do all acts as are required to effect the assumption of contract (Vertragsübernahme), provided that the Seller shall not be obliged to bear any costs relating to such assumption of the Insurance Agreements.

In the event that the Seller does not receive a third party consent required for the transfer of the Insurance Agreements along with all rights and obligations by way of outright transfer in the form of assumption of contract (Vertragsübernahme), following the Seller’s reasonable best efforts to obtain such a third party consent, the Seller may, in its reasonable discretion, to be effective as of the Closing Date, amend any insurance policies in the manner it deems appropriate to give effect to this Section 17.1.2; provided, that neither the Seller nor any Seller’s Group Company may take any action that would reduce, modify or eliminate any coverage, terms and conditions or policy limits to the detriment of the Purchaser under any insurance policy presently available to the Purchaser for any claims related to pre-Closing occurrences; provided, further, that, (i) Purchaser shall, to the extent permissible under the Insurance Agreements, continue to have the benefits of any such available insurance, exercisable by requesting that the Seller and any respective Seller’s Group Company make claims under such policies with respect to losses occurring (whether known or unknown) before the Closing Date, to the extent insurance coverage in respect of such claims may be available, (ii) the Seller and the respective Seller’s Group Company shall diligently pursue such claims, consult with the Purchaser prior to making any material decision or taking any material action relating to such claim and take such other actions as may be reasonably requested by the Purchaser in connection with the tendering of such claims to the applicable insurers under such policies, and (iii) the Seller and the respective Seller’s Group Company shall provide the Purchaser with the net proceeds they realize with respect to such claims; provided, further, that (A) the Purchaser shall be liable for all uninsured or

Payroll Administration

The Seller shall transfer to the Purchaser (or its designated Affiliate) with legal effect as of the Closing Date the service agreement for payroll administration further set out in Exhibit 17.2.1 (the “Payroll Administration Agreement”) along with all rights and obligations by way of outright transfer in the form of assumption of contract (Vertragsübernahme) subject to any third party consents. In relation to the Payroll Administration Agreement, the Purchaser undertakes to enter into such agreements and documents and do all acts as are required to effect the assumption of contract (Vertragsübernahme), provided that the Seller shall not be obliged to bear any costs relating to such assumption of the Payroll Administration Agreement.

In the event that the Seller does not receive a third party consent required for the transfer of the Payroll Administration Agreement along with all rights and obligations by way of outright transfer in the form of assumption of contract (Vertragsübernahme), the Seller, EMP and the Purchaser shall (i) following the Closing Date, and for a period of six (6) months thereafter, use reasonable best efforts to obtain as promptly as practicable such third party consent, and (ii) during such period cooperate to establish an agency type or other similar arrangement reasonably satisfactory to the Seller and the Purchaser under which EMP (or its designated Affiliate) would obtain, to the fullest extent practicable and not prohibited by any applicable law, the claims, rights and benefits and assume the corresponding liabilities under the Payroll Administration Agreement (including by means of any subcontracting, sublicensing or subleasing arrangement or through a new relationship with the provider or an agreement with a replacement provider, in each case, to provide the Parties the economic and operational equivalent, to the extent permitted, of obtaining such third party consent) at the costs and expenses of the Purchaser and further; provided, however, that in no event shall any Party or their respective Affiliates be obligated to make any payments in order to obtain any consent or approval described in this Section 17.2.2.

Lease Agreement

Non-Solicitation

who applies for any position with the Seller or any Seller’s Related Person (without solicitation by the Seller or such Seller’s Related Person) that is advertised publicly and not targeted at individual prospective employees who are or were employed by any EMP Group Company;

whose employment or position has been terminated by any EMP Group Company for any reason after the Closing Date; or

whose employment with any EMP Group Company ceased twelve (12) months or more before the date of his or her employment by either of the Seller or any Seller’s Related Person.

Purchaser’s Remedies

Breach; Losses; Special Indemnities

Consequences of Breach. Subject to the provisions of this Section 18.1.1, in the event of any breach or non-fulfillment by the Seller of any of the Seller’s Warranties and/or the Bring Down Covenant (the “Breach”), the Seller shall, at the Purchaser’s election (i) put the Purchaser, or at the Purchaser’s election, the relevant EMP Group Company, into the position

Definition of Losses. For the purposes of this Agreement, “Losses” shall be determined using the legal principles of calculation of damages, mitigation of damages and off-setting of losses by advantages (Schadensberechnung, Schadensminderung, Vorteilsausgleich) pursuant to Sections 249 et seq. BGB but shall exclude any consequential damages (Folgeschäden) and lost profits (entgangener Gewinn) unless to the extent covered by the purpose and intent of the Seller’s Warranty that has been breached (vom Sinn und ▇▇▇▇▇ der verletzten Garantie erfasst) or any internal administration and overhead costs. The limitations under this Section 18.1.2 regarding the determination of the liability of the Seller shall not apply in case of a willful (vorsätzlich) breach of the Seller’s obligations under this Agreement.

Seller Transaction Expenses Indemnity. Notwithstanding the provisions of Section 18.2, the Seller shall indemnify and hold harmless the Purchaser and its Affiliates (including the EMP Group Companies following the Closing) for any Losses suffered, incurred or resulting from any Seller Transaction Expenses that remain unpaid by the Seller following the Closing and are not reflected in the determination of the Purchase Price.

Exclusion of Liability

the Purchaser or any of the EMP Group Companies, or any successor to all or parts of their business has actually received repayment, reimbursement, indemnification or has otherwise recovered from a third party (other than any of the EMP Group Companies), including under any insurance policy, maintained by the relevant EMP Group Company, in force until the Closing Date which is not terminated automatically upon Closing;

the matter to which the Purchaser Claim relates has been expressly taken into account in (i) the Final Closing Statement binding upon the Parties,

the facts and circumstances underlying the Breach were Fairly Disclosed and actually known (positive Kenntnis) by the managing directors of the Purchaser as well as of the persons listed in Exhibit 18.2.3 as of the Signing Date;

the Purchaser Claim results from or is increased by, the passing of, or any change in, any law, statute, ordinance, rule, regulation, common law rule or administrative practice of any governmental authority after the Signing Date;

subject to Section 19.1.3, the Breach or the respective Losses are attributable to the change of control over the EMP Group Companies in the course of, or otherwise caused by, the transactions contemplated under this Agreement, provided that the relevant documentation that contains the relevant change of control clause has been Fairly Disclosed.

Breach Notice

De Minimis; Basket

A Breach of Seller’s Warranties (other than Title Warranties or Fundamental Warranties) or the Bring Down Covenant shall only give rise to a Purchaser Claim against the Seller:

if the amount to which the Purchaser is entitled vis-à -vis the Seller under such individual claim, or an individual series of such claims related to the same or comparable underlying circumstances (▇▇▇▇▇▇▇▇ Lebenssachverhalt) exceeds EUR 155,000.00 (in words: Euro one hundred and fifty-five thousand) (the “De Minimis”) in which case the Seller shall be liable for the entire amount and not just for the portion exceeding the De Minimis (Freigrenze); and

if and to the extent the aggregate amount of all Purchaser Claims based on Breaches to which the Purchaser is entitled vis-à -vis the Seller, to which this Section 18.4 applies and which are not excluded pursuant to Section 18.4.1(a) exceeds EUR 1,550,000.00 (in words: Euro one million five hundred and fifty thousand) (the “Basket”), in which case the Seller shall be liable for the entire amounts and not just the portion exceeding the Basket (Freigrenze).

For both purposes under this Section 18 of determining the amount of Losses in the event of a Breach, and for purposes of determining whether a Breach has occurred, no effect shall be given to any materiality, Material Adverse Effect or similar materiality qualifications contained in any of the Seller’s Warranties (other than the representations and warranties contained in Sections 14.7 and 14.22).

Limitation Periods

in case of the Purchaser Claims due to Breach of Title Warranties or Fundamental Warranties, which shall become time-barred four (4) years after the Closing Date;

claims arising as a result of willful breaches (Vorsatz) or fraud (Arglist) which shall become time-barred pursuant to statutory law. Section 203 BGB shall not apply unless the Parties agree in writing that the expiry period shall be tolled (gehemmt) on the basis of pending settlement negotiations;

claims for a breach of a Seller’s Covenant which shall become time-barred (verjähren) nine (9) months after the Closing Date;

claims under Section 17.4 which shall become time-barred (verjähren) three (3) months after the lapse of the 24-months period or the twelve-months period, as the case may, under Section 17.4;

all Insured Claims (except for the Title Warranties and the Fundamental Warranties) which shall become time-barred (verjähren) fifteen (15) months after the Closing Date; and

all other claims of the Purchaser (including with respect to a Breach of the Bring Down Covenant), on the fifteen (15) month anniversary of the Closing Date.

W&I Insurance Recourse

W&I Insurance. The Purchaser confirms and represents to the Seller that it has taken out warranty and indemnity insurance under an insurance policy a copy of which is attached hereto in Exhibit 18.6.1, (the “W&I Insurance” and the relevant insurance provider(s) as therein identified (collectively), the “Insurer”). The Purchaser shall refrain from any actions or omissions that adversely affect its coverage position under, or the continuation of, the W&I Insurance.

Warranty Liability Cap. Any liability of Seller for Purchaser Claims based on Breaches of the Seller’s Warranties, including Fundamental Warranties, and/or a Breach of the Bring Down Covenant (collectively, the “Insured Claims”) shall in no event exceed EUR 3,100,000.00 (in words: Euro three million one hundred thousand) (the “Warranty Liability Cap”). Consequently, the Purchaser’s sole recourse for the Insured Claims beyond the Warranty Liability Cap shall be against the Insurer and the Purchaser shall not bring any Insured Claims beyond the Warranty Liability Cap against the Seller. The Purchaser expressly acknowledges, and the Parties agree, that the validity and collectability risk in respect of the W&I Insurance shall solely and irrevocably rest with the Purchaser, and that the Warranty Liability Cap contained herein shall apply notwithstanding any

Excess Recoveries

No Double Dip; Treatment of Claim Compensation

No Additional Rights or Remedies

Exclusive Remedies. The remedies which the Purchaser may have against the Seller under or in connection with this Agreement, including for Breaches of any of the Seller’s Warranties or any other agreements or undertakings set forth in this Agreement shall be the exclusive remedies available to the Purchaser in respect to the Seller. If and to the extent permitted by law, any claims and remedies other than those explicitly provided for in this Agreement, including for such Breaches, regardless of their nature, amount or legal basis, are hereby expressly excluded and waived by the Purchaser, such waiver hereby being accepted by the Seller, save and except for primary claims (primäre Erfüllungsansprüche) and claims for non-fulfillment of such claims.

No Other Remedies. Without limiting the generality of Section 18.9.1 above, in particular, any right of the Purchaser to lower the Purchase Price or any portion thereof (Minderung), to withdraw (Rücktritt) from this Agreement (with Section 13.1 above remaining unaffected) or to require the winding up of the transactions contemplated hereunder on any other legal basis (e.g., by way of so-called großer Schadenersatz) shall be excluded

Willful Deceit; Willful Misconduct. This Section 18.9 as well as any other limitations and exclusions of liability pursuant to this Agreement shall not apply to any rights and remedies for willful deceit (arglistige Täuschung) by the Seller or the Seller’s own willful misconduct (Vorsatz), in which case statutory law shall apply.

If and to the extent Seller is liable for a Breach of Section 14.20.3, the Purchaser shall cause the relevant EMP Group Company to assign to the Seller (or its designated Affiliate) any claim for compensation, reimbursement or otherwise against a third party as a result of the secondary obligation which has caused the Breach.

Cooperation on Tax Matters

Purchaser’s Guarantees

Status of the Purchaser

Corporate Status. The Purchaser is a limited liability company (Gesellschaft mit beschränkter Haftung) duly incorporated and validly existing under the laws of Germany.

Due Authorization. The Purchaser has obtained all required approvals for the execution of this Agreement and the consummation of the transactions contemplated hereunder and such execution and consummation does not violate any provisions of the articles of association of the Purchaser.

No Insolvency. No insolvency proceedings (Insolvenzverfahren) are being applied for, are pending or have been rejected on account of lack of assets in relation to the Purchaser. The Purchaser is neither unable to pay its debt (zahlungsunfähig) (not taking into account any potential positive going concern prognosis (positive Fortführungsprognose)) nor is over-indebted (überschuldet).

No Violation of Law or Orders. Subject to the Merger Clearance being obtained, (a) the Purchaser requires no approval or consent or waiver from any governmental authority to enter into this Agreement and to consummate the transactions contemplated hereunder, and (b) the execution and consummation of this Agreement and the performance of the transactions contemplated hereunder do not violate any applicable law or any judicial or governmental order (gerichtliche oder behördliche Verfügung) by which the Purchaser is bound, and (c) there are no proceedings or investigations pending or threatened against the Purchaser or its respective Affiliates which seek to prevent or materially delay the consummation of the transactions contemplated under this Agreement.

Enforceability. Subject to the Merger Clearance being obtained, this Agreement has been or will be duly executed on behalf of the Purchaser and constitutes binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms and conditions.

intentionally left blank

Purchaser’s Covenants; Purchaser’s Indemnity

Access to Information

Access to Books and Records. From the Closing Date, the Purchaser will afford to the Seller and its legal counsel and representatives access, upon reasonable advance notice and during business hours, to books and records, as well as to other information of the EMP Group Companies and their representatives as long as and to the extent necessary for the Seller in connection with any reasonable business purpose of the Seller (including under or in connection with this Agreement) or any other reasonable business purpose of the Seller, and shall provide the Seller at its request and its cost with copies of such documents. Notwithstanding the foregoing provisions of this Section 21.1.1, (i) the Purchaser will not be required, in its reasonable judgement, to violate any obligation of confidentiality to which the Purchaser may be subject in discharging its obligations pursuant to this Section 21.1.1, (ii) the Seller agrees that any access it is granted under this Section 21.1.1 shall not unreasonably interfere with the operation of the Business by the Purchaser, and (iii) the Purchaser shall not be required to provide access to such books or records or disclose information where, following consultation with counsel (which may be in-house counsel), such access may result in an inability of Purchaser to successfully assert a claim of attorney-client privilege or would contravene any applicable law or regulation.

Maintenance of Books and Records. The Purchaser shall cause (steht dafür ein) the EMP Group Companies to keep and maintain all books and records relating to any period prior to the Closing Date in accordance with the retention periods provided for under applicable mandatory law.

Cooperation

No Claims by the EMP Group Companies

Purchaser’s Indemnity

Indemnification of Beneficiaries. Subject to Section 21.4.2 below and Closing occurring, the Purchaser shall indemnify and hold harmless the Seller and any of the Seller’s Indemnitees from and against any claims, obligations, liabilities, or losses (whether past, present or future, actual or contingent, direct or indirect), damages and reasonable costs and expenses (including Taxes, reasonable legal fees, expenses and disbursements) arising out of or in connection with (i) a Secondary Claim, (ii) a breach of the 338 Election Covenant, and/or (iii) any liability of the Seller after the Closing Date relating to the successful or unsuccessful legal or beneficial transfers of the Insurance Agreements and the Payroll Administration Agreement.

The following claims shall remain unaffected and excluded from the undertakings and indemnities set out in Sections 21.3 and 21.4.1:

claims for willful deceit (arglistige Täuschung) or willful misconduct (Vorsatz);

claims of the Purchaser against the Seller under any Seller’s Warranty, covenant, indemnity or other undertaking given to the Purchaser under this Agreement; and

trade accounts receivable or trade accounts payable between an EMP Group Company and any Seller’s Group Company or the Seller’s Related Persons.

Agreement for the Benefit of Third Parties. The obligations of the Purchaser pursuant to Section 21.4.1 are a true agreement for the benefit of third parties (echter Vertrag zugunsten Dritter) within the meaning of Section 328 para. 1 BGB for the benefit of each beneficiary.

German Transfer Pricing Taxes; 338 Election

“German Transfer Pricing Taxes” means income Taxes resulting from adjustments in respect of the use of EMP’s brand by EMP Mailorder Italia S.r.l. assessed against EMP on the basis of a Tax Audit covering the fiscal years 2008 through 2012 which have already been paid by EMP.

The Purchaser shall pay to the Seller an amount equal to any refunds (plus any interest accrued) of German Transfer Pricing Taxes received by way of payment or set-off by EMP. The payment shall be due within 20 (twenty) Business Days of the receipt of the relevant Tax assessment notice. If a refund of Taxes is paid to Seller and the refund is subsequently denied by a Tax Authority the Seller shall pay to Purchaser the amount of such Tax refund plus any interest accrued and penalties incurred.

The Purchaser shall not, and shall not allow any of its Affiliates, to make an election under Section 338 of the United States Internal Revenue Code of 1986 (as amended) with respect to any transaction contemplated by this Agreement (the “338 Election Covenant”).

Seller’s Remedies

Confidentiality; Announcements