ASSET AND SECURITIES PURCHASE AGREEMENT


BY AND AMONG


DIMENSIONS CRAFTS LLC,

SIMPLICITY CREATIVE GROUP, INC.,

SIMPLICITY PATTERN CO. INC.,

WM. WRIGHT CO.,

WILTON ASIA LIMITED

LENDING TEXTILE CO., INC.,

WILTON PROPERTIES INC.,

STITCH ACQUISITION CORP.,

PAPER MAGIC GROUP (HONG KONG) LIMITED,

MCCALL PATTERN SERVICE PTY LIMITED,

MCCALL PATTERN COMPANY LIMITED

AND

CSS INDUSTRIES, INC.

(SOLELY FOR PURPOSES OF AND IN ACCORDANCE

WITH SECTION 7.4 AND ARTICLE 9)

DATED AS OF NOVEMBER 3, 2017

TABLE OF CONTENTS

Page

EXHIBITS

Exhibit A    Form of Antioch Sublease Agreement

Exhibit B    Bill of Sale; Assignment and Assumption Agreement

Exhibit C    Current Assets and Current Liabilities

Exhibit D    Form of Shorewood Sublease Agreement

Exhibit E    Form of Transition Services Agreement

Exhibit F    Form of Escrow Agreement

Exhibit G    Seller Level Allocation
Exhibit H    Form of IP Assignment Agreements

Exhibit I    Form of India Share Transfer Agreement

Exhibit J    Form of Software License Agreement

Exhibit K    Form of Trademark License Agreement

ASSET AND SECURITIES PURCHASE AGREEMENT

THIS ASSET AND SECURITIES PURCHASE AGREEMENT (this “ Agreement ”), dated as of November 3, 2017, is entered into by and among (a) Dimensions Crafts LLC, a Delaware limited liability company (“ Dimensions Crafts ”), Simplicity Creative Group, Inc., a Delaware corporation (“ Simplicity Creative ”), Simplicity Pattern Co. Inc., a Delaware corporation (“ Simplicity Pattern ”), Lending Textile Co., Inc., a Pennsylvania corporation (“ Lending Textile ”), Wilton Asia Limited, a company organized under the laws of Hong Kong (“ Wilton Asia ”), Wm. Wright Co., a Delaware corporation (“ WM Wright ” and, together with Dimensions Crafts, Simplicity Creative, Simplicity Pattern, Lending Textile and Wilton Asia, the “ Sellers ”), Wilton Properties Inc., a Delaware corporation (“ Seller Parent ” and, together with the Sellers, the “ Seller Parties ”), and (b) Paper Magic Group (Hong Kong) Limited, a Hong Kong limited company (“ Paper Magic ”), McCall Pattern Service Pty Limited, an Australia limited company and McCall Pattern Company Limited, a United Kingdom limited company (“ McCall UK ”) (collectively, the “ Foreign Buyers ”) and Stitch Acquisition Corp., a Delaware corporation (“ US Buyer ” and, together with the Foreign Buyers, the “ Buyers ”), and, solely for purposes of and in accordance with Section 7.4 and Article 9 , CSS Industries, Inc., a Delaware corporation (“ Buyer Parent ”).

RECITALS

WHEREAS, as of the date hereof, Simplicity Pattern, Wilton Asia and Simplicity Creative (in such capacity, collectively, the “ Equity Sellers ”) are the beneficial and record owner, as applicable, of all of the issued and outstanding equity interests of each entity set forth opposite such Seller’s name on Schedule A-1 hereto (all such entities, together with their respective subsidiaries (other than Wilton Asia in the case of WM Wright, collectively, the “ Foreign Subsidiaries ”), which owned equity interests represent all of the issued and outstanding equity interests of the Foreign Subsidiaries (the “ Foreign Securities ”) (except, with respect to India Trimmings Private Limited, a company organized under the laws of India (“ India Trimmings ”), for one equity share of India Trimmings that is jointly held by British Trimmings Limited, a United Kingdom limited company (“ British Trimmings ”), and Simplicity Creative);

WHEREAS, the Sellers, together with their Subsidiaries, engage in the Business (as defined below);

WHEREAS, the Sellers wish to sell to the Buyers, and the Buyers wish to purchase from the Sellers, the Business (excluding the Retained Business (as defined below)) upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, in furtherance of such purchase described above, (a) the Foreign Buyers wish to purchase, and the Equity Sellers wish to sell, as applicable, all right, title and interest in and to the Foreign Securities from the Equity Sellers as specified on Schedule A-2 hereto, and (b) (i) US Buyer wishes to acquire, and the Sellers wish to sell, all right,

title and interest in and to the Purchased Assets (as defined below) and (ii) US Buyer wishes to assume, as partial consideration for the Purchased Assets, the Assumed Liabilities (as defined below) from the Sellers; and

WHEREAS, certain employees of the Sellers are entering into the Employment Agreements (as defined below) concurrently with the execution and delivery of this Agreement to be effective only upon, and subject to, the Closing (as defined below).

NOW THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Article 1

DEFINITIONS

1.1      Definitions . The following terms, whenever used herein, shall have the following meanings for all purposes of this Agreement.

“ Action ” means any action, claim, charge, complaint, demand, hearing, inquiry, audit, investigation, suit, arbitration, mediation or other proceeding, in each case before any Governmental Authority, whether civil, criminal, administrative or otherwise, in law or in equity.

“ Adjustment Escrow Amount ” means an amount equal to $250,000.00.

“ Adjustment Time ” means 11:59 p.m. (Eastern Time) on the date immediately preceding the Closing Date.

“ Affiliate ” means with respect to any other Person (a) any Person which, directly or indirectly, controls, is controlled by, or is under common control with such Person, and (b) any Person who is a director, officer, partner or principal of such Person or of any other Person which directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, “control” of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by ownership of voting securities, by contract or otherwise.

“ Antioch Sublease Agreement ” means the Sublease Agreement regarding the facility in Antioch, Tennessee to be entered into at the Closing by US Buyer and WM Wright, substantially in the form attached hereto as Exhibit A .

“ Asset Level Taxes ” means those Taxes imposed with respect to the ownership of the Purchased Assets or the operation of the Business, and, for the avoidance of doubt, shall exclude all Taxes that constitute Income Taxes.

“ Assumed Indebtedness ” means all Indebtedness of the Sellers and the Company Subsidiaries existing as of immediately prior to the Closing that is not being repaid or released in full at the Closing.

“ Base Amount ” means an amount equal to $20,751,000.00.

“ Benefit Plan ” means each “employee benefit plan” (within the meaning of Section 3(3) of ERISA), and each other stock purchase, stock option, equity or equity-type, phantom stock, severance, employment, consulting, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation, profit sharing, pension (including defined benefit arrangements), retirement, salary continuation, welfare, medical, dental, disability, workers’ compensation, sick leave, vacation, cafeteria, employee loan, tuition reimbursement, scholarship or life assurance and each other employee benefit plan, agreement, arrangement, obligation, practice, program or policy, whether or not subject to ERISA or any Law outside of the United States, whether or not written, which provides for compensation or benefits to any Person.

“ Bill of Sale; Assignment and Assumption Agreement ” means the Bill of Sale; Assignment and Assumption Agreement in the form attached hereto as Exhibit B providing for the transfer of the Purchased Assets by the Sellers and the transfer of the Shorewood Assets & Liabilities by Seller Parent, in each case to US Buyer.

“ Business ” means the business of manufacturing, marketing or selling, in each case anywhere in the world where the Sellers or Company Subsidiaries operate, (i) sewing patterns, (ii) sewing tools, (iii) needlecraft products, (iv) quilting tools, (v) knitting tools, (vi)  tapes, trim and ribbon, (vii) tools for crocheting, (viii) kits relating to the clauses (i)—(vi), (ix) educational programs relating to clauses (i)—(viii), (x) paint by number kits, (xi) stamp and ink kits, (xii) craft beads and bead kits, (xiii) tie backs, tassels, fringe and cord used in the home decorating markets, (xiv) wedding and baby products sold by the Sellers and Foreign Subsidiaries as of the Closing Date and (xv) private label products primarily relating to the foregoing clauses (i) through (xiv) sold by the Sellers and the Foreign Subsidiaries as of the Closing Date.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York or Chicago, Illinois are authorized or required by Law or executive order to close.

“ Business Employees ” means each individual employed by the Sellers or the Foreign Subsidiaries with respect to the Business and each other individual employed by the Foreign Subsidiaries.

“ Chargeback ” means any: (a) off-contract (i) customer deductions or markdowns or (ii) requests for fixture support, store service or free goods, or (b) fine or penalty unpaid and due and owing to a customer of the Business for failure by any Seller

or Foreign Subsidiary to comply with such customer’s contractual terms and conditions applicable to such Seller or Foreign Subsidiary, as the case may be.

“ Closing Cash ” means all cash and cash equivalents (including bank account balances and marketable securities) of the Sellers and the Company Subsidiaries as of the Adjustment Time, determined in accordance with GAAP, including the amounts of any received but uncleared checks, drafts, overdrafts and wires issued prior to such time, less the amounts of any issued but uncleared checks, drafts, overdrafts and wires issued prior to such time, in each case, without giving effect to the Transactions.

“ Closing Purchase Price ” means, in each case as finally determined pursuant to Section 2.3 , the result of:

(i)      $64,000,000.00;

(ii)      plus , the Final Working Capital Overage, if any;

(iii)      plus , the Final Closing Cash;

(iv)      plus , the full amount of any Security Deposits; and

(v)      minus , the sum of:

(A)      the Final Assumed Indebtedness;

(B)      the Final Working Capital Underage, if any;

(C)      the amount of Final Sellers’ Expenses;

(D)      the Indemnity Escrow Amount; and

(E)      the Adjustment Escrow Amount.

“ Closing Working Capital ” means the Working Capital as of the Adjustment Time.

“ COBRA ” means the Consolidated Omnibus Budget Reconciliation Act of 1985, including rules and regulations adopted thereunder.

“ Code ” means the Internal Revenue Code of 1986.

“ Credit Facilities ” means: (i)  the ABL Credit Agreement, dated as of December 22, 2016, among Wilton Sub Holdings LLC, Wilton Brands LLC, a Delaware limited liability company (“ Wilton Brands ”) as borrower, certain subsidiaries of Wilton Brands from time to time party thereto from time to time, the lenders party thereto from time to time, and Wells Fargo Bank, National Association, as administrative agent and collateral agent, (ii) the First Lien Term Loan Agreement, dated as of May 15, 2017, among

Wilton Brands, as borrower, the guarantors party thereto from time to time, the lenders party thereto from time to time and HPS Investment Partners, LLC, as administrative agent and collateral agent and (iii) the Second Lien Term Loan Agreement dated as of May 15, 2017, among Wilton Brands, as borrower, the guarantors party thereto from time to time, the lenders party thereto from time to time, and U.S. Bank National Association as administrative agent and collateral agent.

“ Current Assets ” means the consolidated current assets of the Sellers and the Company Subsidiaries, which current assets shall include only the line items set forth on Exhibit C attached hereto under the heading “Current Assets” and no other assets.

“ Current Liabilities ” means the consolidated current liabilities of the Sellers and the Company Subsidiaries, which current liabilities shall include only the line items set forth on Exhibit C attached hereto under the heading “Current Liabilities” and no other liabilities.

“ date hereof ” and “ date of this Agreement ” means the date first written above.

“ Dominion ” means Dominion Simplicity Patterns Limited, a company organized under the laws of Ontario, Canada.

“ Employment Agreements ” means the employment agreements to be entered into at the Closing by US Buyer and each of the individuals set forth on Seller Disclosure Schedule 2.2(b)(v) .

“ Encumbrance ” means any and all liens, encumbrances, charges, mortgages, pledges, security interests, hypothecations, easements, rights-of-way, encroachments or other similar encumbrances; provided , however , that, for the avoidance of doubt, the term “Encumbrance” shall not include any non-exclusive license of Intellectual Property granted in the ordinary course of business.

“ Environment ” means any environmental medium, including ambient air, indoor air, natural resources, wildlife, surface water, groundwater, drinking water, sediment, soil and subsurface strata.

“ Environmental Claim ” means any written claims, notice of alleged liability, noncompliance or violation or legal proceedings initiated by any Governmental Authority or other Person alleging any liability arising under or related to any Environmental Law.

“ Environmental Law ” means any applicable Law, order, judgment, or decree, including common law, relating to (i) pollution or protection of human health (as it relates to exposure to Hazardous Substances) or the Environment; (ii) the use, treatment, transportation, storage, disposal, Release or threatened Release of, or exposure to, any Hazardous Substance; or (iii) remediation or restoration of the Environment.

“ ERISA ” means the Employee Retirement Income Security Act of 1974.

“ ERISA Affiliate ” means any Person that, together with any Seller or any Company Subsidiary is or was at any time treated as a single employer under Section 4001 of ERISA or Section 414 of the Code and any general partnership of which any Seller or any Company Subsidiary is or has been a general partner.

“ Final Working Capital Overage ” means the excess, if any, of the Final Working Capital over the Working Capital Estimate.

“ Final Working Capital Underage ” means the excess, if any, of the Working Capital Estimate over the Final Working Capital.

“ Financial Statements ” means (i) the unaudited consolidated statement of profit and loss and working capital of the Sellers and the Company Subsidiaries for the twelve (12) months ended December 31, 2016 and (ii) the unaudited consolidated statement of profit and loss and working capital of the Sellers and the Company Subsidiaries for the nine (9) months ended September 30, 2017.

“ FLSA ” means the Fair Labor Standards Act.

“ Former Business Employees ” means each individual who, immediately prior to his or her termination of employment, was employed by the Sellers or the Foreign Subsidiaries with respect to the Business and each other individual who was, at immediately prior to his or her termination of employment, employed by the Foreign Subsidiaries.

“ Fraud ” means, with respect to a party hereto, an actual and intentional fraud with respect to the making of any representation or warranty set forth in Article 4 (Representations and Warranties of Seller Parent), Article 5 (Representations and Warranties of the Sellers) or Article 6 (Representations and Warranties of the Buyers) (as applicable and as limited by Section 4.8 (Exclusivity of Representations), Section 5.25 (Exclusivity of Representations) and Section 6.10 (Exclusivity of Representations)); provided , however , that such actual and intentional fraud of such party shall only be deemed to exist if (a) with respect to any representation and warranty set forth in Article 4 , a person listed on Seller Disclosure Schedule 1.1(a) under the heading “Seller Parent Knowledge Parties” had actual knowledge that the representations and warranties made by such party in Article 4 (Representations and Warranties of Seller Parent) were actually materially breached when made and with the express intention that the Buyers would rely thereon to their detriment, (b) with respect to any representation and warranty set forth in Article 5 , a person listed on Seller Disclosure Schedule 1.1(b) under the heading “Seller Knowledge Parties” had actual knowledge that the representations and warranties made by such party in Article 5 (Representations and Warranties of the Sellers) were actually materially breached when made and with the express intention that the Buyers would rely thereon to their detriment, or (c) with respect to any representation and warranty set forth in Article 6 , William Kiesling, John Roselli or Christopher Munyan had actual knowledge that the representations and warranties made by such party in Article 6 (Representations and Warranties of the Buyers)

were actually materially breached when made and with the express intention that Seller Parties would rely thereon to their detriment.

“ Fundamental Representations ” means the representations and warranties contained in Section 4.1 (Organization), Section 4.2 (Authority; Binding Obligation), Section 4.7 (Brokers), Section 5.1 (Organization and Qualification), Section 5.3(a)-(b) (Company Subsidiaries), Section 5.4 (Authority; Binding Obligation), Section 5.19 (Employees and Employee Benefit Plans), Section 5.20 (Labor Relations) and Section 5.24 (Brokers).

“ GAAP ” means United States generally accepted accounting principles, consistently applied.

“ Governmental Authority ” means any nation or government, any state, province or other political subdivision thereof exercising executive, legislative, judicial, regulatory or administration functions of or pertaining to government, or any government authority of the United States of America, any foreign government, any state of the United States of America, or any municipality or other political subdivision thereof, and any court or tribunal or arbitral body of competent jurisdiction.

“ Hazardous Substance ” means petroleum, petroleum hydrocarbons or petroleum products, petroleum by-products, radioactive materials, asbestos or asbestos-containing materials, gasoline, diesel fuel, pesticides, radon, urea formaldehyde, mold, lead or lead-containing materials, polychlorinated biphenyls and any other substance, material, waste or chemical that based upon its deleterious properties, is defined as hazardous, toxic, a contaminant or a pollutant by or regulated under Environmental Law including the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., the Clean Water Act, 33 U.S.C. §1251 et seq., the Clean Air Act, 42 U.S.C. §7401 et seq., the Toxic Substances Control Act, 15 U.S.C. §2601 et seq., the Safe Drinking Water Act, 42 U.S.C. §300f et seq., the Hazardous Materials Transportation Act, 49 U.S.C. §1801 et seq., the Emergency Planning and Community Right to Know Act, 42 U.S.C. §11001 et seq., the Oil Pollution Act, 15 U.S.C. §2601 et seq., the Federal Insecticide, Fungicide and Rodenticide Act 7 U.S.C. § 136 et seq., the Occupational Safety & Health Act of 1970, 29 U.S.C. § 651 et seq., and any state or local equivalents thereof.

“ Income Taxes ” means Taxes imposed on or measured by reference to overall gross or net income or receipts, and franchise, net worth, capital and similar Taxes.

“ Incremental Section 338 Liability ” means the amount that, if added to the Closing Purchase Price, would result in the Seller Parties receiving the same after-tax cash amount as would be received by the Seller Parties if no Section 338(g) elections had been made.

“ Indebtedness ” means, with respect to any Person, without duplication, (i) indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money, (ii) amounts owing as deferred purchase price for the acquisition of a business, including all seller notes and “earn‑out” payments, except trade accounts payable and accrued expenses arising in the ordinary course of business, (iii) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security, (iv) obligations under any interest rate, currency or other hedging agreement, to the extent out of the money, (v) obligations under any performance bond, surety bond, letter of credit or similar instrument, but only to the extent drawn or called prior to the Closing Date, (vi) all lease obligations required to be capitalized under GAAP, (vii) indebtedness for borrowed money of any person secured by any Encumbrance (other than Permitted Encumbrances), (viii) guarantees with respect to any indebtedness of any other Person of a type described in clauses (i) through (vii) above, and (ix) for clauses (i) through (viii) above, all accrued interest thereon, if any, and any termination fees, prepayment penalties, “breakage” cost or similar payments associated with the repayments of such Indebtedness on the Closing Date to the extent paid on the Closing Date. Indebtedness when used with respect to the Sellers and the Company Subsidiaries shall not include (A) any Indebtedness included in the calculation of (x) Current Liabilities in the determination of Working Capital or (y) Sellers’ Expenses, (B) any indebtedness among the Company Subsidiaries, (C) any Indebtedness incurred by the Buyers and their Affiliates (and subsequently assumed by any Company Subsidiary) on the Closing Date, (D) any endorsement of negotiable instruments for collection in the ordinary course of business, (E) all liabilities under any contract, agreement or other arrangement between any Seller or Company Subsidiary, on the one hand, and the Buyers or any of their Affiliates, on the other hand or (F) indebtedness under the Credit Facilities.

“ Indemnitor ” means any party hereto from which any Indemnitee is seeking indemnification pursuant to the provisions of this Agreement.

“ Indemnity Escrow Amount ” means an amount equal to $640,000.00.

“ Independent Accountant ” means FTI Consulting, Inc. or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be mutually agreed upon by the Seller Parties and the Buyers in writing; provided that if the Seller Parties and the Buyers do not appoint an Independent Accountant within ten (10) days after either the Buyers or the Seller Parties gives notice to the other of such request, either of them may request the American Arbitration Association to appoint as the “Independent Accountant” a partner in the New York office of a nationally recognized independent public accounting firm based on its determination that the partner has had no material relationships with the parties or their respective Affiliates within the preceding two years and taking into account such firm’s material relationships during the preceding two years with the parties and their respective Affiliates, and such appointment shall be final, binding and conclusive on all parties.

“ India Share Transfer Agreement ” means that certain Share Purchase Agreement by and between Paper Magic, India Trimmings and Simplicity Creative.

“ India Tax Liability ” means (1) Indian Withholding Tax Liability, (2) Taxes resulting from the settlement of intercompany balances between India Trimmings, on the one hand, and British Trimmings and Simplicity Creative, on the other hand, in each case prior to the Closing Date, and (3) Taxes resulting from transfer pricing adjustments made under Section 92C of the (Indian) Income Tax Act, 1961 with respect to the purchase of raw materials and consumables and the sale of finished goods between India Trimmings, on the one hand, and Simplicity Creative, British Trimmings, WM Wright and Simplicity Pty Ltd, an Australia limited company, on the other hand, in each case occurring prior to the Closing Date.

“ Indian Withholding Tax Liability ” means any incremental withholding Tax liability assessed by the Indian Income Tax Authorities over the amount of Indian Income Tax withheld by the applicable Buyer under Section 195 of the (Indian) Income Tax Act, 1961 at the Closing with respect to the purchase of all of the Foreign Securities held by Simplicity Creative in the share capital of India Trimmings; provided , that, the “ Indian Withholding Tax Liability ” shall not include any amounts of Tax (1) resulting from the failure on the part of the Buyers to comply with the obligation to deduct Income Tax, deposit such Income Tax and file any forms or returns in relation thereto, or (2) to the extent that Buyers fail to adhere to the covenants regarding consistent Tax reporting set forth in Section 7.7(h) .

“ Intellectual Property ” means all (a) inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereon, and all patents, patent applications and patent disclosures, together with all provisionals, reissues, continuations, continuations-in-part, divisions, renewals, extensions and re-examinations thereof, and all industrial designs and registrations and applications therefor, (b) all trademarks, service marks, trade dress, design rights, industrial designs, logos, slogans, trade names, domain names, URLs, brand names, and corporate names, user names, screen names, social media identifiers (including social media names, “tags,” and “handles”) or other designations of source or origin, together with all goodwill associated with any of the foregoing, whether or not applied for or registered and all applications, registrations and renewals in connection therewith (collectively, “ Trademarks ”), (c) all copyrights and copyrightable works and all applications, registrations and renewals in connection therewith, (d) all trade secrets and confidential information (including the Confidential Information), know-how, formulas, compositions, manufacturing and production processes and techniques, methods, schematics, product road maps, technical data, designs, drawings, flowcharts, block diagrams and specifications), (e) all computer software (including data and related documentation) and databases, and any and all software implementations of algorithms, specifications, models and methodologies, whether in source code or object code, design documents, flow-charts, user manuals and training materials relating thereto, and (f) all other intellectual and proprietary rights anywhere in the world.

“ International Plan ” means a Benefit Plan that is not a US Plan which is for the benefit of any Business Employees or former employee of the Business outside of the United States which any Seller or Company Subsidiary sponsors, maintains or contributes to, or has any direct or contingent liability with respect to.

“ IRS ” means the United States Internal Revenue Service.

“ knowledge of Seller Parent ” or any similar phrase means the actual knowledge of the individuals identified on Seller Disclosure Schedule 1.1(a) under the heading “Seller Parent Knowledge Parties” (none of whom shall have any personal Liability regarding such knowledge).

“ knowledge of the Sellers ” or any similar phrase means the actual knowledge of the individuals identified on Seller Disclosure Schedule 1.1(b) under the heading “Seller Knowledge Parties” (none of whom shall have any personal Liability regarding such knowledge); provided , that , each such individual will be deemed to have knowledge of a fact or other matter that a reasonably prudent individual could be expected to have in the course of such individual’s duties with respect to the applicable Seller or Company Subsidiary, except with respect to Section 5.9(h) , Section 5.10(c)(ii) and Section 5.14(b) , in which cases the knowledge of the Sellers will only be the actual knowledge of such individuals identified on Seller Disclosure Schedule 1.1(b) .

“ Law ” means any law, statute, regulation, code, ordinance, rule or other requirement of any Governmental Authority.

“ Liability ” means any debt, liability, commitment or obligation of any kind, character or nature whatsoever, including successor liability, whether known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured, accrued, fixed, absolute, contingent or otherwise, and whether due or to become due.

“ Material Adverse Effect ” means any change, event, occurrence, effect, development, condition, circumstance, matter or state of facts (each, an “ Effect ”) that, individually or in the aggregate, together with all other Effects, (i) is or would reasonably be expected to be materially adverse to the condition (financial or otherwise), business, results of operations, assets or Liabilities of the Sellers and the Company Subsidiaries, taken as a whole; or (ii) would reasonably be expected to prevent, materially delay or materially impede the performance by the Seller Parties of their respective obligations under the Transaction Documents or the consummation of the Transactions by the Seller Parties; provided , however , that “Material Adverse Effect” shall not include any Effect to the extent resulting from any of the following that occurs on or after the date of this Agreement: (a) Effects that generally affect the industries in which the Sellers and the Company Subsidiaries operate, (b) any regional, national or international economic, financial, social or political conditions (including changes therein), (c) Effects resulting from changes in the financial, banking or securities markets (including in each of clauses (a), (b) and (c) above, any Effects resulting from an outbreak or escalation of hostilities, disease, acts of terrorism,

cyber-attacks targeted generally on a global, regional, national or industry scale, political instability or other national or international calamity, crisis or emergency, an act of God or any governmental or other response to any of the foregoing, in each case, whether or not involving the United States or any other region where any Seller or Company Subsidiary conducts business or operations), (d) Effects arising from changes in Laws or accounting principles, (e) other than for purposes of Section 5.5 , Effects relating to the announcement of the execution of the Transaction Documents or the Transactions, (f) Effects resulting from compliance with the terms and conditions of this Agreement by the Seller Parties or the Company Subsidiaries or otherwise consented to in writing by the Buyers or (g) any breach of this Agreement by the Buyers; provided , further , that Effects set forth in the foregoing clauses (a) through (d) may be taken into account in determining whether there has been or is a Material Adverse Effect, to the extent that such Effects have a disproportionate adverse effect on the condition (financial or otherwise), business, results of operations, assets or Liabilities of the Sellers and the Company Subsidiaries, taken as a whole, compared to other companies of similar size operating in the same industry as the Sellers and the Company Subsidiaries.

“ Owned Intellectual Property ” means all Intellectual Property owned or purported to be owned by the Sellers and the Foreign Subsidiaries.

“ Permitted Encumbrances ” means, (i) Encumbrances securing the obligations of the Sellers and Company Subsidiaries pursuant to the Credit Facilities or other obligations to the extent terminated in connection with the Closing, (ii) Encumbrances disclosed in the Financial Statements, (iii) Encumbrances for Taxes, assessments and other government charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings and, if required by GAAP, for which appropriate reserves have been established in the Financial Statements, (iv) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other like Encumbrances arising in the ordinary course of business of the Sellers and the Company Subsidiaries, (v) Encumbrances relating to the transferability of securities under applicable securities Laws, (vi) Encumbrances securing rental payments under capitalized leases, (vii) Encumbrances in favor of the lessors and licensors under leases and licenses, (viii) with respect to the Leased Real Property, any Encumbrance to which the fee simple interest (or any superior leasehold interest) is subject, (ix) Encumbrances that do not, individually or in the aggregate with respect to an asset or Real Property, materially detract from the use of such asset or Real Property (including easements, rights-of-way, restrictive covenants, encroachments and other minor irregularities in title), and (x) zoning, entitlement, building, and other land use regulations and codes imposed by any Governmental Authority having jurisdiction over the Real Property.

“ Person ” means any individual, corporation (including any not for profit corporation), general or limited partnership, limited liability partnership, joint venture, estate, trust, firm, company (including any limited liability company or joint stock company), association, organization, entity or Governmental Authority.

“ Post-Closing Taxable Periods ” means taxable periods (or portions thereof) that are not Pre-Closing Taxable Periods.

“ Pre-Closing Taxable Periods ” means taxable periods (or portions thereof) ending on or before the Closing Date.

“ R&W Insurance Policy ” means that certain representation and warranty insurance policy issued and bound by the R&W Insurer and obtained or purchased by the Buyers as of the date hereof.

“ R&W Insurer ” means the insurance company issuing the R&W Insurance Policy.

“ Release ” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, migrating, leaching, dumping, or disposing of a Hazardous Substance.

“ Representatives ” means, with respect to any Person, any director, manager, officer, agent, employee, general partner, member, stockholder, advisor or representative of such Person.

“ Retained Business ” means (i) EZ Image branded iron on transfers, (ii) Jolee’s Boutique branded dimensional embellishments and iron on alphabet letters, and/or (iii) baby and wedding products directly related to the activities of baking, cake decorating or sweet treat making.

“ Seller Plan ” means each US Plan and each International Plan.

“ Sellers’ Expenses ” means (i) all fees and expenses of the Seller Parties and any Foreign Subsidiary or any of their respective Affiliates related to the Transactions incurred prior to or concurrently with the Closing, including any fees and expenses of Sellers’ Counsel, (ii) fifty percent (50%) of any and all transfer fees payable to licensors and any computer software or hardware license transfer fees, in each case payable by the Seller Parties and any Foreign Subsidiary or any of their respective Affiliates at the Closing in connection with the Transactions ( provided , that, for the avoidance of doubt, the Buyers shall be liable and responsible for the payment of fifty percent (50%) of any and all such transfers fees), (iii) any single-trigger change of control payment, transaction bonus, discretionary bonus, “stay-put” bonus and any substantially similar payments that are payable by the Seller Parties and any Foreign Subsidiary or any of their respective Affiliates related to the Transactions and solely as a result of the consummation of the Transactions (excluding, for the avoidance of doubt, payments arranged by Buyers or their Affiliates, or payments arising from the termination of employment or service of any Business Employee at and after the Closing Date) (together with the employer portion of any payroll taxes due in connection with any such payments), (iv) any broker’s, finder’s or similar fee or other commission or compensation, (v) fifty percent (50%) of the premium, underwriting fee,

surplus lines taxes and fees and other out-of-pocket costs for the R&W Insurance Policy obtained by the Buyers up to $125,000.00 in the aggregate, and (vi) fifty percent (50%) of the premium, underwriting fee, surplus lines taxes and fees and other out-of-pocket costs for the D&O Run-Off Policy up to $25,000.00 in the aggregate ( provided , that, for the avoidance of doubt, the Sellers shall be liable and responsible for the payment of any out-of-pocket costs for the D&O Run-Off Policy in excess of $25,000.00 pursuant to Section 7.2(d) ) in each case, to the extent not paid prior to the Closing.

“ Shared Contracts ” means any contracts of the Sellers and their Affiliates that are not Purchased Assets and pursuant to which the Business receives or provides material goods or services, as set forth on Seller Disclosure Schedule 7.11 .

“ Shorewood Assets & Liabilities ” means the Shorewood Lease and the equipment, racking, conveyors and other assets set forth on Seller Disclosure Schedule 4.9 under the heading “Shorewood Assets & Liabilities” and the Liabilities arising in connection with or related to such equipment or assets or the operations of the facility under the Shorewood Lease, including capital leases related thereto and the Shorewood Lease, except as expressly set forth in the Shorewood Sublease Agreement.

“ Shorewood Landlord ” means LIT Industrial Limited Partnership, a Delaware limited partnership.

“ Shorewood Lease ” means that certain Lease Agreement, dated January 31, 2012, by and between Wilton Industries and the Shorewood Landlord, as amended by that certain First Amendment to Lease Agreement, dated April 30, 2012, by and between Wilton Industries and the Shorewood Landlord.

“ Shorewood Sublease Agreement ” means the Sublease Agreement regarding the facility in Shorewood, Illinois to be entered into at the Closing by Wilton Industries and US Buyer, substantially in the form attached hereto as Exhibit D .

“ Site ” means any real properties currently or previously owned, leased, occupied or operated by: (i)  any Seller or Company Subsidiary; (ii) any predecessors of a Seller or Company Subsidiary; or (iii) any entities previously owned by a Seller or a Company Subsidiary, in each case, including all soil, subsoil, surface waters and groundwater thereat.

“ Software License Agreement ” means the Intellectual Property License Agreement to be entered into on or around the Closing Date by Wilton Brands and the US Buyer, substantially in the form attached hereto as Exhibit J .

“ Subsidiary ” means, with respect to a specified Person, any corporation, partnership, limited liability company, limited liability partnership, joint venture, or other legal entity of which the specified Person (either alone and/or through and/or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the voting stock or

other equity or partnership interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body, of such legal entity or of which the specified Person controls the management.

“ Tax ” or “ Taxes ” means (i) any federal, state, local, foreign and other taxes, assessments, customs or other duties and similar charges, including income, gross receipts, capital gains, franchise, alternative or add-on minimum, estimated, sales, use, goods and services, transfer, registration, value added, excise, severance, stamp, occupation, premium, windfall profit, real property, special assessment, personal property, capital stock, social security, unemployment, employment, escheat, Environmental, disability, payroll, license, employee or other withholding, contributions, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing, (ii) Liability for payment of any amounts of the type described in clause (i) as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group and (iii) Liability for the payment of such amounts as a result of an express or implied obligation to indemnify any other Person with respect to the payment of any amounts described in clauses (i) and (ii).

“ Tax Returns ” means any report, declaration, return, information return, claim for refund, election, disclosure or statement supplied or required to be supplied to a Governmental Authority in connection with Taxes, including any schedule or attachment thereto or amendment thereof.

“ Third Party Claim ” means any claim or demand for which an Indemnitor may be liable to an Indemnitee hereunder which is asserted by a third party.

“ Transaction Documents ” means this Agreement, the Transition Services Agreement, the Escrow Agreement, the Bill of Sale; Assignment and Assumption Agreement, the Antioch Sublease Agreement, the Shorewood Sublease Agreement, the IP Assignment Agreements, the India Share Transfer Agreement and each other instrument, document or certificate delivered in connection with the foregoing.

“ Transactions ” means the transactions contemplated by the Transaction Documents and all transactions incidental to, or entered into in connection with, the Transaction Documents.

“ Trademark License Agreement ” means the Trademark License Agreement to be entered into on or around the Closing Date by Wilton Industries and the US Buyer, substantially in the form attached hereto as Exhibit K .

“ Transition Services Agreement ” means the Transition Services Agreement to be entered into at the Closing by Wilton Brands and the Buyers, substantially in the form attached hereto as Exhibit E .

“ Treasury Regulations ” means the Treasury regulations promulgated under the Code.

“ US Plan ” means a Benefit Plan for the benefit of any Business Employees or former employee of the Business in the United States which any Seller or Company Subsidiary, or any of their respective Affiliates, sponsors, maintains or contributes to, or has any Liability with respect to.

“ Wilton Companies ” means Wilton Brands, Cupcake Holdings, LLC and their respective controlled Affiliates (which, for the avoidance of doubt, shall not include the Foreign Subsidiaries).

“ Wilton Industries ” means Wilton Industries, Inc., a Delaware corporation and wholly-owned Subsidiary of Seller Parent.

“ Working Capital ” means, at any date, all Current Assets minus all Current Liabilities as of such date, as determined in a manner consistent with GAAP.

“ Working Capital Overage ” means the excess, if any, of the Working Capital Estimate over the Base Amount.

“ Working Capital Underage ” means the excess, if any, of the Base Amount over the Working Capital Estimate.

1.2      Other Capitalized Terms . The following terms shall have the meanings specified in the indicated Section of this Agreement:

Term    Section

280G Stockholder Vote    7.7(o)

Adjustment Escrow Account    2.2(a)(ii)

Affiliate Liability    7.3

Agreement    Preamble

Anti-Money Laundering Laws    5.14(c)

Asset Allocation    7.7(h)(ii)

Assumed Liabilities    2.1(e)

Assumed Postretirement Welfare Liabilities    2.1(c)(ix)

Australian Tax Returns    7.7(a)(ii)

Leased Real Property    5.18(b)

WM Wright    Preamble

Working Capital Estimate    2.3(a)

1.3      Interpretive Provisions . Unless the express context otherwise requires:

(a)      the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(b)      terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa;

(c)      the terms “Dollars” and “$” mean United States Dollars;

(d)      references herein to a specific Section, Subsection, Recital, Schedule, Seller Disclosure Schedule, Buyer Disclosure Schedule or Exhibit shall refer, respectively, to Sections, Subsections, Recitals, Schedules, Seller Disclosure Schedules, Buyer Disclosure Schedules or Exhibits of this Agreement;

(e)      wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”;

(f)      references herein to any gender shall include each other gender;

(g)      the word “or” shall not be exclusive;

(h)      references to “written” or “in writing” include in electronic form;

(i)      references herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided , however , that nothing contained in this clause (i) is intended to authorize any assignment or transfer not otherwise permitted by this Agreement;

(j)      references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity;

(k)      any reference to “days” shall mean calendar days unless Business Days are expressly specified;

(l)      references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, restated, supplemented or modified from time to time in accordance with the terms thereof;

(m)      with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”;

(n)      references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time;

(o)      references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder; and

(p)      any information or materials shall be deemed provided, made available or delivered to the Buyers if such information or materials have been delivered to the Buyers or uploaded to the electronic data room maintained by the Seller Parties and their financial advisors for purposes of the Transactions on or prior to the date hereof.

ARTICLE 2     

CALCULATION OF PURCHASE PRICE AND PAYMENT

2.1      Purchase and Sale of the Purchased Assets and the Foreign Securities; Assumption of Liabilities .

(a)      The “ Estimated Purchase Price ” shall be equal to, without duplication:

(i)      $64,000,000.00;

(ii)      plus the Working Capital Overage, if any;

(iii)      plus the Estimated Closing Cash;

(iv)      plus the full amount of any Security Deposits; and

(v)      minus the sum of:

(A)      the Estimated Assumed Indebtedness Amount;

(B)      the Working Capital Underage, if any;

(C)      the amount of Sellers’ Expenses;

(D)      the Indemnity Escrow Amount; and

(E)      the Adjustment Escrow Amount.

The Estimated Purchase Price shall be subject to adjustment following the Closing pursuant to Section 2.3 .

(b)      At the Closing, upon the terms and subject to the conditions of this Agreement, the Equity Sellers shall sell, transfer and deliver to the Foreign Buyers, and the Foreign Buyers shall purchase from the Equity Sellers, as applicable, all right, title and interest in and to the Foreign Securities owned by the Equity Sellers as set forth on Schedule A-2 hereto.

(c)      At the Closing, upon the terms and subject to the conditions of this Agreement, (x) the Sellers shall sell, transfer and deliver to US Buyer, and US Buyer shall purchase from the Sellers, all right, title and interest in and to all of the assets and properties of the Sellers which are primarily used or held for primary use in the Business, of every type and description, real, personal and mixed, tangible and intangible, owned and leased, excluding only the Excluded Assets (collectively, the “ Purchased Assets ”), wherever located and whether or not reflected on the books and records of the Sellers, as the same shall exist on the Closing Date, free and clear of all Encumbrances (other than Permitted Encumbrances and Encumbrances created by the Buyers or their Affiliates), and (y) Seller Parent shall sell, transfer and deliver to US Buyer, and US Buyer shall purchase from Seller Parent, all right, title and interest in and to the Shorewood Assets & Liabilities, free and clear of all Encumbrances (other than Permitted Encumbrances and Encumbrances created by the Buyers or their Affiliates). Notwithstanding the generality of the foregoing, the Purchased Assets sold, transferred and delivered by the Sellers to US Buyer shall include the following:

(i)      all contracts entered into by the Sellers for the sale of goods or services for the benefit of the Business;

(ii)      all of the quotes by the Sellers to prospective customers of the Business which remain open and valid (but not yet accepted) as of the Closing Date;

(iii)      all contracts entered into by the Sellers for the purchase of goods or services for the benefit of the Business;

(iv)      all unfilled purchase orders entered into or issued by the Sellers or the Wilton Companies for the purchase of goods or services for the benefit of the Business, in each case which remain open and valid as of the Closing Date and set forth on Schedule 2.1(c)(iv) ;

(v)      all personal property leases entered into by the Sellers for the benefit of the Business;

(vi)      all Leases, together with all security deposits (and any accrued interest thereon) paid or deposited in connection therewith (such security deposits which are secured by cash, and not, for the avoidance of doubt, letters of credit, the “ Security Deposits ”);

(vii)      all contracts relating to Intellectual Property (including IP Licenses) entered into by the Sellers for the benefit of the Business;

(viii)      all other contracts entered into by the Sellers for the benefit of the Business, including all Material Contracts, but specifically excluding the Shared Contracts;

(ix)      the Simplicity Holdings, Inc. Supplemental Executive Retirement Plan (the “ SERP ”) and the Liabilities set forth on Seller Disclosure Schedule 5.19(p) with respect solely to the individuals named thereon with respect to the Simplicity Pattern Company Postretirement Welfare Plan (the “ Postretirement Welfare Plan ”), solely to the extent that such Liabilities do not exceed the reimbursement amounts and limitations set forth in Section 5.19(p) (the “ Assumed Postretirement Welfare Liabilities ”) and all assets relating to the SERP and the Assumed Postretirement Welfare Liabilities;

(x)      all inventory held by or for the benefit of the Sellers with respect to the Business;

(xi)      all equipment, machinery, furniture, fixtures, vehicles, computers, office equipment, spare parts, dies, molds, tools, tooling and other items of tangible personal property owned or leased by the Sellers for the benefit of the Business;

(xii)      all of the assets of the Business set forth on Seller Disclosure Schedule 5.7(a) ;

(xiii)      all of the Owned Intellectual Property of the Sellers; provided , that to the extent any Trademark application included in such Owned Intellectual Property constitutes an “intent-to-use” application filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, for which an amendment to allege use or a statement of use

has not been filed and accepted under Sections 1(c) and 1(d) of the Lanham Act, respectively, then such application shall not be deemed a Purchased Asset unless and until treatment as such will not cause such application to be invalidated, voided, canceled or abandoned;

(xiv)      all of the Sellers’ information relating to the Business, including all business records, books, models, prototypes, tracings, price sheets, films, slides, art work and printing plates, tool drawings, and the like in the possession of or used by the Sellers’ relating to the Business; Tax Returns of the Foreign Subsidiaries and copies of other Tax Returns reporting Asset Level Taxes relating to the Business; customer files, correspondence with customers and account histories, sales literature and promotional or other material pertaining to products designed, manufactured, distributed, marketed, sold or serviced by or for the Sellers that relate to the Business; material relating to the purchase of materials, supplies and services, research and commercial data relating to the Business; records relating to the Sellers’ current and former consultants and contractors relating to the Business; and credit information, catalogs, brochures and training and other manuals relating to the Business;

(xv)      all Permits held by the Sellers;

(xvi)      all of the Sellers’ rights, causes of action, vendor, supplier and similar claims, deposits, prepayments, refunds, judgments, claims and demands of whatever nature, known or unknown, relating to the Purchased Assets or the Assumed Liabilities;

(xvii)      all prepaid items and deferred items or credits and deposits of the Sellers that relate to the Business;

(xviii)      all bank accounts, lock boxes and safe deposit boxes of the Sellers that relate to the Business;

(xix)      all personnel records (including all personnel, human resources and other records) of the Sellers relating to the Transferred Employees;

(xx)      all rights of the Sellers under or pursuant to all warranties, indemnities, representations and guaranties made by suppliers, manufacturers and contractors to the extent relating to products sold, or services provided, to the Sellers for the benefit of the Business;

(xxi)      all rights of the Sellers under nondisclosure or confidentiality, noncompete, noninducement/recruitment, or nonsolicitation agreements with current and former employees, independent contractors or agents of the Sellers or with third parties to the extent primarily relating to the Business or the Purchased Assets (or any portion thereof), excluding any such agreements entered in connection with the exploration and evaluation of strategic alternatives with respect to the Business;

(xxii)      all goodwill relating to the Purchased Assets or the Business held by a Seller; and

(xxiii)      such other assets expressly listed on Schedule 2.1(c)(xxiii) .

(d)      Notwithstanding the generality of the foregoing, nothing in this Agreement shall be deemed to sell, transfer, assign or convey any of the Excluded Assets to the Buyers, which the Sellers shall retain all right, title and interest in and to hereunder. For purposes of this Agreement, the “ Excluded Assets ” means each of the following assets:

(i)      the capital securities or other equity interests of each Seller and its respective Subsidiaries other than the Foreign Securities;

(ii)      the corporate minute books, corporate seal, stock registers and organizational documents of the Sellers and any portion of the books, records or documentation primarily related to the accounting and bookkeeping in respect of any Excluded Assets;

(iii)      the Tax Returns of the Sellers, including any Tax Returns reporting Asset Level Taxes relating to the Business for any Pre-Closing Taxable Period or Straddle Period that are filed prior to the Closing Date;

(iv)      all Tax deposits, refunds, prepayments that related to Taxes and any Tax deposits, refunds or prepayments for any Taxes imposed upon or with respect to the Business or the Purchased Assets for all Pre-Closing Taxable Periods;

(v)      the insurance policies of the Sellers;

(vi)      all communications, whether oral, written or electronic, including any communications between Sellers’ Counsel, on the one hand, and a Seller, on the other hand, relating to (x) the Transactions contemplated this Agreement, the Transaction Documents and any files, attorney notes, drafts or other documents relating to this Agreement and/or the Transaction Documents, (y) the initial acquisition of the Business and Purchased Assets and prior attempts of any Seller or Company Subsidiary to divest all or any portion of the Business or Purchased Assets, and (y) any communications described in Section 7.4 ;

(vii)      all of any Seller’s rights, claims or causes of action against third parties relating to the assets, properties, business or operations of any Seller with respect to the Business that might arise in connection with the discharge by the Sellers of the Excluded Liabilities;

(viii)      the rights of the Sellers and their Affiliates (excluding, after Closing, the Foreign Subsidiaries) under this Agreement or any other Transaction Document to which a Seller is a party entered into in connection with this Agreement;

(ix)      all Benefit Plans, other than the SERP, the Assumed Postretirement Welfare Liabilities and the International Plans;

(x)      all Shared Contracts; and

(xi)      the Excluded Assets set forth on Schedule 2.1(d)(xi) .

(e)      At the Closing, upon the terms and subject to the conditions of this Agreement, the Buyers shall assume and agree to discharge all Liabilities of the Sellers and Company Subsidiaries relating to the conduct or operation of the Business or Purchased Assets, of every type and description, excluding only the Excluded Liabilities (collectively, the “ Assumed Liabilities ”), in each case wherever located and whether or not reflected on the books and records of the Sellers, as the same shall exist on the Closing Date, and in accordance with their respective terms and subject to the respective conditions thereof, including the following:

(i)      all Liabilities with respect to the Sellers that correspond to the line items designated as “Current Liabilities” on Exhibit C or specifically reflected as such in the Final Working Capital;

(ii)      all of the Liabilities of the Business set forth on Seller Disclosure Schedule 5.7(a) ;

(iii)      all Taxes and other amounts that are the responsibility of the Buyers pursuant to Section 9.14 , and all Asset Level Taxes attributable to the Post-Closing Taxable Period;

(iv)      the Assumed Postretirement Welfare Liabilities and all Liabilities under the SERP;

(v)      except as expressly set forth in Section 2.1(f)(vi) , all Liabilities relating to or arising out of the employment or service with any of the Sellers or their Affiliates, or termination of employment or service with any of the Sellers or their Affiliates, of any employee, individual consultant or individual contractor currently or formerly employed or retained by the Sellers or the Foreign Subsidiaries with respect to the Business, whether or not such Person becomes a Transferred Employee; and

(vi)      all other Liabilities relating to, resulting from, arising in connection with or to be paid or otherwise performed under the Purchased Assets and the conduct of the operation of the Business following the Closing.

(f)      Except for the Assumed Liabilities, US Buyer (and, for the avoidance of doubt, the Foreign Buyers) shall not assume, pay, or in any way be liable or responsible for any of the following Liabilities of the Sellers (collectively, the “ Excluded Liabilities ”), which Excluded Liabilities shall remain the sole responsibility and obligations of the Sellers and their Affiliates after the Closing:

(i)      any Liability of any Seller Party under the Transaction Documents;

(ii)      any Liability with respect to Sellers’ Expenses, to the extent not paid at Closing;

(iii)      all Liabilities for Taxes that are not Assumed Liabilities, including, but not limited to, (A) all Taxes of the Seller Parties or any Affiliate thereof (including for the avoidance of doubt, Taxes imposed or borne under Section 1.1502-6 of the Treasury Regulations (or any similar provision of U.S. state, local, or foreign Law), as a transferee or successor, by contract or otherwise), (B) all Taxes and other amounts that are the responsibility of the Sellers pursuant to Section 9.14 , (C) all Asset Level Taxes attributable to the Pre-Closing Taxable Period and (D) all Taxes imposed on or with respect to the ownership or operation of the Excluded Assets or that are attributable to any asset or business of the Sellers that is not part of the Purchased Assets;

(iv)      without duplication of any Taxes set forth in clause 2.1(f)(iii), any Liability for any Taxes and any Taxes imposed on or with respect to the Business or the Purchased Assets for all Pre-Closing Taxable Periods (or portion thereof);

(v)      any Liability set forth on Schedule 2.1(f)(v) ;

(vi)      any Liability arising out of or relating to any Benefit Plan other than the Assumed Postretirement Welfare Liabilities, the SERP and the International Plans; and

(vii)      any Liability arising out of or relating to the Excluded Assets.

2.2      Transactions to be Effected at the Closing . At, and as a condition to the occurrence of, the Closing, the following transactions shall be effected:

(a)      The Buyers shall deliver or cause to be delivered:

(i)      to Seller Parent (on behalf of the Sellers) or its designee by wire transfer of immediately available funds to such bank account designated in writing by the Seller Parties (such designation to be made at least two (2) Business Days prior to the Closing Date) an amount sufficient to pay the Sellers’ Expenses;

(ii)      to the Escrow Agent, for deposit into two separate escrow accounts, the Indemnity Escrow Amount and the Adjustment Escrow Amount, respectively, to be held by the Escrow Agent in separate escrow accounts (the “ Indemnity Escrow Account ” and the “ Adjustment Escrow Account ”, respectively) and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and the applicable provisions of this Agreement;

(iii)      to the Seller Parties by wire transfer of immediately available funds to such bank account or bank accounts designated in writing by the Seller Parties (such designation to be made at least two (2) Business Days prior to the Closing Date), an amount equal to the Estimated Purchase Price;

(iv)      to the Sellers an executed copy of the Transition Services Agreement, executed by the Buyers;

(v)      to the Sellers an executed copy of the Antioch Sublease Agreement, executed by US Buyer;

(vi)      to the Sellers an executed copy of the Shorewood Sublease Agreement, executed by US Buyer;

(vii)      to the Sellers an executed copy of the Bill of Sale; Assignment and Assumption Agreement, executed by US Buyer;

(viii)      to the Sellers an executed copy of the Escrow Agreement, executed by US Buyer;

(ix)      to the Sellers the R&W Insurance Policy, duly issued and bound by the R&W Insurer;

(x)      to the Sellers the India Share Transfer Agreement, executed by Paper Magic (and Paper Magic shall fulfill its obligations set forth in Clause 3 (Closing) of the India Share Transfer Agreement);

(xi)      executed copies of the Employment Agreements, executed by the applicable Buyer; and

(xii)      executed copies of each other Transaction Document to which a Buyer is a party, executed by the applicable Buyer.

(b)      The Seller Parties, as applicable, shall:

(i)      pay or cause to be paid from the amount received from the Buyers pursuant to Section 2.2(a) the Sellers’ Expenses;

(ii)      deliver or cause to be delivered to the Buyers certificates or similar instruments, as applicable, representing all of the Foreign Securities owned by the Equity Sellers, together with appropriate evidence of, and other documentation reasonably necessary in connection with, such transfer;

(iii)      deliver or cause to be delivered to the Buyers such resignations of members of the Board of Directors (or equivalent thereof) of the governing bodies of the Foreign Subsidiaries which have been requested in writing by the Buyers at

least five (5) Business days prior to the Closing Date, such resignations to be effective concurrently with the Closing;

(iv)      deliver or cause to be delivered to the Buyers an executed copy of the Transition Services Agreement, executed by Wilton Brands;

(v)      deliver or cause to be delivered to the Buyers executed copies of the Employment Agreements, executed by each of the individuals set forth on Seller Disclosure Schedule 2.2(b)(v) ;

(vi)      deliver or caused to be delivered to the Buyers an executed copy of the Antioch Sublease Agreement, executed by WM Wright;

(vii)      deliver or caused to be delivered to the Buyers an executed copy of the Shorewood Sublease Agreement, executed by Wilton Industries;

(viii)      deliver or caused to be delivered to the Buyers an executed copy of Bill of Sale; Assignment and Assumption Agreement, executed by each Seller and Seller Parent;

(ix)      deliver or caused to be delivered to the Buyers an executed copy of the Escrow Agreement, executed by Seller Parent;

(x)      deliver or cause to be delivered to the Buyers executed copies of all documentation necessary for the assignment of the Purchased Assets, including short-form intellectual property assignment agreements substantially in the form of Exhibit H hereto (“ IP Assignment Agreements ”), and all documentation necessary for the assignment of the Leased Real Property lease agreements that are Purchased Assets;

(xi)      deliver or cause to be delivered to the Buyers the D&O Run-Off Policy;

(xii)      deliver or cause to be delivered to the Buyers the India Share Transfer Agreement, executed by Simplicity Creative and India Trimmings (and Simplicity Creative shall, and shall cause each of India Trimmings and British Trimmings to, fulfill their respective obligations set out in Clause 3 (Closing) of the India Share Transfer Agreement);

(xiii)      deliver or cause to be delivered to the Buyers the FIRPTA certificate(s) required pursuant to Section 7.7(l) ; and

(xiv)      deliver or cause to be delivered to the Buyers the other Transaction Documents to which a Seller Party or Affiliate thereof is a party, executed by the applicable Seller Party or Affiliate thereof.

2.3      Purchase Price Adjustment .

(a)      At least two (2) Business Days prior to the Closing Date, the Seller Parties have delivered to the Buyers a reasonable good faith estimate of (i) Closing Working Capital (the “ Working Capital Estimate ”) and the resulting Working Capital Overage or Working Capital Underage, (ii) the amount of Assumed Indebtedness (the “ Estimated Assumed Indebtedness Amount ”), (iii) the amount of Closing Cash (the “ Estimated Closing Cash ”) and (iv) the amount of Sellers’ Expenses (the “ Estimated Sellers’ Expenses ”), in each case, prepared in accordance with GAAP, if applicable.

(b)      Within ninety (90) days after the Closing Date, the Buyers shall deliver to the Seller Parties a statement of their calculation of the Closing Working Capital, the Assumed Indebtedness, the Closing Cash and the Sellers’ Expenses, in each case prepared in accordance with GAAP, if applicable, and this Agreement (the “ Statement ”). The Buyers shall not amend, supplement or modify the Statement following its delivery to the Seller Parties.

(c)      The Statement shall become final and binding upon the parties on the forty-fifth (45 ^th ) day following the date on which the Statement was delivered to the Seller Parties, unless the Seller Parties deliver written notice of its disagreement with the Statement (a “ Notice of Disagreement ”) to the Buyers prior to such date. If a Notice of Disagreement is received by the Buyers in a timely manner, then the Statement (as revised in accordance with this sentence) shall become final and binding upon the Seller Parties and the Buyers on the earlier of (i) the date the Seller Parties and the Buyers resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Independent Accountant. During the fourteen (14)-day period following the delivery of a Notice of Disagreement, the Seller Parties and the Buyers shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. If at the end of such fourteen (14)-day period the Seller Parties and the Buyers have not resolved in writing the matters specified in the Notice of Disagreement, the Seller Parties and the Buyers shall submit to the Independent Accountant for resolution, acting as an expert and in accordance with the standards set forth in this Section 2.3 , only matters that remain in dispute. The Seller Parties and the Buyers shall use reasonable efforts to cause the Independent Accountant to render a written decision resolving the matters submitted to the Independent Accountant within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Independent Accountant shall be limited to fixing mathematical errors and determining whether the items disputed in the Notice of Disagreement were determined in accordance with GAAP, if applicable, and this Agreement, and the Independent Accountant is not to make any other determination, including any determination as to whether the Working Capital Estimate, the Estimated Assumed Indebtedness Amount, the Estimated Closing Cash or the Estimated Sellers’ Expenses are correct. The Independent Accountant’s decision shall be based solely on written submissions by the Seller Parties and the Buyers and their respective Representatives

and not by independent review and shall be final and binding on all of the parties hereto. The Independent Accountant may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. Judgment may be entered upon the determination of the Independent Accountant in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Independent Accountant and the American Arbitration Association, if applicable, incurred pursuant to this Section 2.3 shall be borne by the Seller Parties, on the one hand, and the Buyers, on the other hand, in proportion to the final allocation made by such Independent Accountant of the disputed items weighted in relation to the claims made by the Seller Parties and the Buyers, such that the prevailing party pays the lesser proportion of such fees, costs and expenses. For example, if the Seller Parties claim that the appropriate adjustments are $1,000 greater than the amount determined by the Buyers and if the Independent Accountant ultimately resolves the dispute by awarding to the Seller Parties or their designees $300 of the $1,000 contested, then the fees, costs and expenses of the Independent Accountant and the American Arbitration Association, if applicable, will be allocated 30% (i.e., 300 ÷ 1,000) to the Buyers and 70% (i.e., 700 ÷ 1,000) to the Seller Parties. In the event that, upon the submission of any items in dispute to the Independent Accountant pursuant to this Section 2.3(c) , the undisputed items would result in a payment out of the Adjustment Escrow Account to the Seller Parties, such payment shall be made promptly following such submission, applying the provisions of Section 2.3(d) mutatis mutandis (including by executing and delivering joint written instructions to the Escrow Agent in respect of such payment of the undisputed amount due and owing to the Seller or its designees), and any such payment will be credited against any payment ultimately required to be paid to the Seller Parties or its designees pursuant to Section 2.3(d) .

(d)      For the purposes of this Agreement, “ Final Working Capital ” means the Closing Working Capital, “ Final Assumed Indebtedness ” means the Assumed Indebtedness, “ Final Closing Cash ” means the Closing Cash and “ Final Sellers’ Expenses ” means the Sellers’ Expenses, in each case, as finally agreed or determined in accordance with Section 2.3(c) . If the Closing Purchase Price exceeds the Estimated Purchase Price, (i) Seller Parent and US Buyer shall jointly instruct the Escrow Agent, within three (3) Business Days after the Final Working Capital, the Final Assumed Indebtedness, the Final Closing Cash and the Final Sellers’ Expenses are determined (the “ Final Adjustment Date ”), to distribute to the Seller Parties the entire Adjustment Escrow Amount to the account designated by Seller Parent, and (ii) the Buyers shall, within three (3) Business Days after the Final Adjustment Date, make payment to the Seller Parties by wire transfer of immediately available funds to the bank account designated by the Seller Parties in the amount of any such excess. If the Estimated Purchase Price exceeds the Closing Purchase Price, Seller Parent and US Buyer shall jointly instruct the Escrow Agent, within three (3) Business Days after the Final Adjustment Date, to make payment to the extent possible from the Adjustment Escrow Account by wire transfer of immediately available funds to the bank account designated by US Buyer in the aggregate amount of any such excess (such excess, the “ Buyer Adjustment Excess Amount ”), with the balance of the Adjustment Escrow Account after such payment is made to the Buyers, if any, distributed to the Seller Parties

by wire transfer of immediately available funds to the bank account designated by Seller Parent. In the event that the Adjustment Escrow Amount is insufficient to satisfy payment of the Buyer Adjustment Excess Amount, then (x) pursuant to the Escrow Agreement, Seller Parent and US Buyer shall jointly instruct the Escrow Agent to promptly distribute to the Buyers the entire Adjustment Escrow Amount and (y) the Seller Parties shall pay to the Buyers by wire transfer of immediately available funds an amount equal to the excess of the Buyer Adjustment Excess Amount over the Adjustment Escrow Amount, in each case to a bank account designated by the Buyers.

(e)      No actions taken by the Buyers on their own behalf or on behalf of the Business or the Foreign Subsidiaries on or following the Closing Date shall be given effect for purposes of determining the Closing Working Capital, Assumed Indebtedness, the Closing Cash or the Sellers’ Expenses. During the period of time from and after the Closing Date through the final determination and payment of Final Closing Working Capital, Final Assumed Indebtedness, Final Closing Cash and Final Sellers’ Expenses in accordance with this Section 2.3 , the Buyers shall afford, and shall cause the Foreign Subsidiaries to afford, to the Seller Parties and any accountants, counsel or other Representatives retained by the Seller Parties in connection with the review of Closing Working Capital, Assumed Indebtedness, Closing Cash and Sellers’ Expenses in accordance with this Section 2.3 , reasonable access during normal business hours upon reasonable advance notice to all the properties, books, contracts, personnel, Representatives (including accountants) and records of the Business and the Foreign Subsidiaries and such Representatives (including work papers with respect to the Business) relevant to the review of the Statement and the calculation of Closing Working Capital, Assumed Indebtedness, Closing Cash and Sellers’ Expenses in accordance with this Section 2.3 ; provided , that any such access shall be conducted in a manner so as to not unreasonably interfere with the businesses or operations of the Business and the Foreign Subsidiaries.

2.4      Withholding . The Buyers or any of their Affiliates shall be entitled to deduct and withhold from the amounts otherwise payable by it pursuant to this Agreement and the India Share Transfer Agreement to any Person such amounts that are required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of U.S. state, local or foreign Tax Law, and shall remit or cause to be remitted any amounts so deducted and withheld to the appropriate Governmental Authority. In the event that any amount so deducted and withheld in accordance with the prior sentence is paid over to the appropriate Governmental Authority, such amount shall be treated for all purposes of this Agreement as having been paid to the Person to whom the payment from which such amounts were withheld was made. The Buyers shall remit or cause to be remitted any amounts deducted and withheld pursuant to this Section 2.4 to the appropriate Governmental Authority. Schedule 2.4 sets forth each withholding obligation arising with respect to the Transactions. If the Buyers or any of their Affiliates become aware of any withholding obligations other than with respect to any failure to deliver the FIRPTA certificate(s) as required pursuant to Section 7.7(l) or the payment of wages for applicable Tax purposes, the applicable Buyer or the applicable Affiliate, as the case may be, provide commercially

reasonable notice to the Person with respect to which such withholding obligation applies, and shall reasonably cooperate with such Person to obtain any available reduction of, or relief from, such deduction or withholding; provided , that, the amount of any such withholding obligations other than the withholding obligations described on, and in the amounts set forth on, Schedule 2.4, shall, to the extent that such obligations represent withholding taxes on amounts paid to the Sellers, be the responsibility of the Sellers; provided, further that any costs incremental to the original amount of the withholding tax, such as penalties or interest, shall be the responsibility of the Buyers.

ARTICLE 3     

THE CLOSING

3.1      Closing; Closing Date . The closing of the sale and purchase of the Foreign Securities, the sale and purchase of the Purchased Assets, and the assumption of the Assumed Liabilities, in each case as contemplated hereby (the “ Closing ”), shall take place by teleconference and/or through the electronic exchange of transaction documents in portable document format by facsimile and/or email at 10:00 a.m. local time in New York, New York on the date hereof. The date upon which the Closing occurs is referred to herein as the “ Closing Date .” Except as otherwise requested in writing by a party hereto, all Closing transactions shall be effectuated by electronic delivery of the closing items specified in Section 2.2 hereof, signed by a duly authorized officer on behalf of the applicable party as provided for in the applicable document(s) being signed by each such party. Closing with respect to the India Share Transfer Agreement shall occur in accordance with the terms and subject to the conditions set forth therein, which the parties acknowledge and agree is concurrent with the Closing hereunder.

ARTICLE 4     

REPRESENTATIONS AND WARRANTIES OF SELLER PARENT

Except as set forth in the disclosure schedules delivered by or on behalf of Seller Parent to the Buyers on the date hereof concurrently with the execution of this Agreement (together with the disclosure schedules delivered by or on behalf of the Sellers to the Buyers on the date hereof concurrently with the execution of this Agreement, the “ Seller Disclosure Schedules ”), Seller Parent hereby represents and warrants to the Buyers as follows:

4.1      Organization . Each of Seller Parent and Wilton Brands is duly organized, validly existing and in good standing under the laws of Delaware, and has the requisite power and authority to own, lease and operate its properties and assets and to carry on its business as conducted on the date hereof.

4.2      Authority; Binding Obligation . Each of Seller Parent and Wilton Brands has full requisite organizational authority and power to execute and deliver each

Transaction Document to be executed and delivered by it hereunder and to perform its obligations thereunder, including the consummation of the Transactions. The execution and delivery by each of Seller Parent and Wilton Brands of such Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all required action on the part of each of Seller Parent and Wilton Brands and no other proceedings on the part of each of Seller Parent or Wilton Brands are required to authorize the Transaction Documents or the consummation of the Transactions. Each such Transaction Document has been duly executed and delivered by each of Seller Parent or Wilton Brands, as applicable, and assuming that each such Transaction Document, as applicable, constitutes the legal, valid and binding obligation of the other parties thereto, constitutes the legal, valid and binding obligation of each of Seller Parent or Wilton Brands, as applicable, enforceable against Seller Parent or Wilton Brands, as applicable, in accordance with its terms, except to the extent that the enforceability thereof may be limited by: (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (b) general principles of equity (collectively, the “ Equitable Exceptions ”).

4.3      No Defaults or Conflicts . Except as set forth on Seller Disclosure Schedule 4.3 , the execution and delivery of the Transaction Documents to be executed and delivered by each of Seller Parent and Wilton Brands and the consummation of the Transactions by each of Seller Parent and Wilton Brands, as applicable, and performance by each of Seller Parent and Wilton Brands of its respective obligations under the Transaction Documents (a) do not conflict with or result in any violation of its applicable organizational documents, (b) do not conflict in any material respect with, or result in a material breach of any of the terms or provisions of, or constitute a material default (with or without notice or lapse of time or both) under any material agreement or instrument to which Seller Parent or Wilton Brands, as applicable, is a party or by which it is bound or to which its properties are subject, and (c) do not violate in any material respect any material existing applicable Law, judgment, order or decree of any Governmental Authority having jurisdiction over Seller Parent or any of its properties; provided , however , that no representation or warranty is made in the foregoing clauses (b) and (c) with respect to matters that, individually or in the aggregate, would not reasonably be expected to materially impair or delay Seller Parent’s or Wilton Brands’s ability to consummate the Transactions.

4.4      No Authorization or Consents Required . No material authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required to be obtained or made by Seller Parent or Wilton Brands in connection with the due execution, delivery and performance of the Transaction Documents by Seller Parent and Wilton Brands, as applicable, and the consummation by Seller Parent and Wilton Brand, as applicable, of the Transactions; provided , however , that no representation or warranty is made with respect to authorizations, approvals, notices or filings with any Governmental Authority that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to materially impair or delay Seller Parent’s or Wilton Brands’s ability to consummate the Transactions.

4.5      Intentionally Omitted .

4.6      Litigation . As of the date hereof, there is no Action pending or, to the knowledge of Seller Parent, threatened against Seller Parent, or any portion of its properties or assets, before any Governmental Authority which questions the validity or legality of the Transaction Documents or the Transactions or which seeks to prevent Seller Parent from consummating the Transactions or otherwise would reasonably be expected, individually or in the aggregate, to materially impair or delay Seller Parent’s ability to effect the Transactions.

4.7      Brokers . Except as set forth on Seller Disclosure Schedule 4.7 , no broker, finder or similar intermediary has acted for or on behalf of Seller Parent or any of its Affiliates in connection with the Transaction Documents or the Transactions, and no broker, finder, agent or similar intermediary is entitled to any broker’s, finder’s or similar fee or other commission or compensation in connection therewith based on any agreement or arrangement with Seller Parent or any of its Affiliates or any action taken by any of them. All fees payable to the Person(s) set forth on Seller Disclosure Schedule 4.7 in connection with the Transaction Documents or the Transactions shall be treated as Sellers’ Expenses for the purposes of this Agreement.

4.8      Exclusivity of Representations . (a) The representations and warranties made by Seller Parent in this Agreement (as modified by the Seller Disclosure Schedules with respect to such representations and warranties) are the exclusive representations and warranties made by Seller Parent; (b) Seller Parent hereby disclaims any other express or implied representations or warranties; and (c) Seller Parent is not, directly or indirectly, making any representations or warranties regarding pro-forma financial information, financial projections or other forward-looking statements of the Seller Parties or the Company Subsidiaries.

4.9      Shorewood Assets & Liabilities . Seller Parent has good and valid title to, or has a valid and binding leasehold, license or similar interest in, all of the Shorewood Assets & Liabilities, free and clear of all Encumbrances (other than Permitted Encumbrances and Encumbrances created by Buyers’ or their Affiliates’ acts).

ARTICLE 5     

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Except as set forth in the Seller Disclosure Schedules, the Sellers hereby represent and warrant to the Buyers as follows:

5.1      Organization and Qualification . Each Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware or the state of Pennsylvania, as applicable, and each Company Subsidiary is duly incorporated or organized, as applicable, validly existing and in good standing (or the equivalent thereof)

under the laws of the place of its organization. Each Seller and Company Subsidiary has all requisite organizational power and authority to own, lease and operate their respective properties and carry on their business as presently owned or conducted. Each Seller and Company Subsidiary has been qualified, licensed or registered to transact business as a foreign corporation or limited liability company, as applicable, and is in good standing (or the equivalent thereof) in each jurisdiction in which the ownership or lease of property or the conduct of their business requires such qualification, license or registration, except where the failure to be so qualified, licensed or registered or in good standing (or the equivalent thereof) would not, individually or in the aggregate, reasonably be expected to adversely affect in any material respect the Sellers and the Company Subsidiaries, taken as a whole, or reasonably be expected to materially impair or delay the Sellers’ or the Company Subsidiaries’ ability to consummate the Transactions. The Sellers have made available to the Buyers true and correct copies of the charter and by-laws, or equivalent organizational documents, for the Sellers and the Company Subsidiaries, and no amendments thereto are pending.

5.2      Intentionally Omitted .  

5.3      Company Subsidiaries .

(a) Seller Disclosure Schedule 5.3(a) sets forth a complete and accurate list of the name and jurisdiction of each Seller’s direct or indirect Subsidiaries, including the Foreign Subsidiaries other than Wilton Asia (each a “ Company Subsidiary ,” and collectively, the “ Company Subsidiaries ”) and the authorized, issued and outstanding capital stock or other equity interests, as applicable, of each Foreign Subsidiary. Each of the issued and outstanding shares of capital stock or other equity interests, as applicable, of each Foreign Subsidiary is duly authorized, validly issued, fully paid and non-assessable and is one hundred percent (100%) directly owned beneficially and of record by the applicable Seller or Company Subsidiary, free and clear of all Encumbrances, other than (i) Permitted Encumbrances, (ii) Encumbrances relating to the transferability of securities under applicable securities Laws (except as a result of a violation of the applicable securities Laws by the applicable Seller) and (iii) Encumbrances created by the Buyers’ or their Affiliates’ acts. There is no other capital stock or equity or voting securities or interests of any Foreign Subsidiary authorized, issued, reserved for issuance or outstanding and no outstanding or authorized options, warrants, convertible or exchangeable securities, subscriptions, rights (including any preemptive rights), stock appreciation rights, calls, puts other analogous rights, interests, agreements, arrangements or commitments to which any Foreign Subsidiary is a party or may be bound requiring the issuance, delivery or sale or the acquisition, repurchase or redemption of shares of capital stock of, or other equity or voting interest in, any Foreign Subsidiary. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity or voting interest in, any Foreign Subsidiary to which a Foreign Subsidiary is bound. No Foreign Subsidiary has any authorized or outstanding bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or convertible into, exchangeable

for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the equity holders of such Foreign Subsidiary on any matter. Assuming the Foreign Buyers have the requisite power and authority to be the lawful owner of the Foreign Securities, upon delivery to the Foreign Buyers, as applicable, at the Closing of evidence of transfer of the Foreign Securities (or, in the case of India Trimmings, upon completion of the closing actions set forth in the India Share Transfer Agreement) and upon receipt of the portion of the Estimated Purchase Price payable to the Sellers pursuant to Section 2.2 , good and valid title to the applicable Foreign Securities will pass to the applicable Foreign Buyer as set forth on Schedule A-2 hereto, free and clear of all Encumbrances, other than those arising from acts of the Buyers or their Affiliates and Encumbrances relating to the transferability of securities under applicable securities Laws (except as a result of a violation of the applicable securities Laws by the applicable Seller).

(b)      Except as set forth under the Credit Facilities and other Credit Documents (as defined in the Credit Facilities), there are no contracts, arrangements or understandings to which any Seller or Foreign Subsidiary is a party or by which any Seller or Foreign Subsidiary is bound to (i) repurchase, redeem or otherwise acquire any shares of the capital stock of, or other equity or voting interest in, any Foreign Subsidiary or (ii) vote or dispose of any shares of the capital stock of, or other equity or voting interest in, any Foreign Subsidiary. Except as set forth under the Credit Facilities and other Credit Documents (as defined in the Credit Facilities), there are no irrevocable proxies and no voting agreements, voting trusts, rights of first refusal, rights of first offer or Encumbrances with respect to any shares of the capital stock of, or other equity or voting interest in, any Foreign Subsidiary.

(c)      No Seller or Foreign Subsidiary owns, directly or indirectly, any capital stock of, or equity ownership or voting interest in, any Person (other than a Foreign Subsidiary).

5.4      Authority; Binding Obligation . Each Seller has full requisite corporate (or equivalent) authority and power to execute and deliver each Transaction Document to be executed and delivered by it hereunder and to perform its obligations thereunder, including the consummation of the Transactions. The execution and delivery by each Seller of such Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all required corporate (or equivalent) action on the part of such Seller, and no other corporate or similar proceedings on the part of such Seller are required to authorize the Transaction Documents or the consummation of the Transactions. Each such Transaction Document has been duly executed and delivered by each Seller and assuming that each such Transaction Document, as applicable, constitutes the legal, valid and binding obligation of the other parties thereto, constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that the enforceability thereof may be limited by the Equitable Exceptions.

5.5      No Defaults or Conflicts . The execution and delivery of the Transaction Documents to be executed and delivered by each Seller and the consummation

of the Transactions by such seller and performance by such Seller of its obligations under the Transaction Documents (a) do not conflict with or result in any violation of or constitute a default under the charter or by‑laws, or equivalent organizational documents, of the Seller or any Foreign Subsidiary, (b) do not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default (whether after the giving of notice, lapse of time or both) under, or give rise to a right of termination of, any Material Contract, Permit or obligation (other than Leases or the agreements set forth in Seller Disclosure Schedule 5.5 ), to which such Seller or any of the Foreign Subsidiaries is a party or by which the assets of such Seller or any of the Foreign Subsidiaries is bound, (c) do not violate in any respect any existing applicable Law, judgment, order, authorization or decree of any Governmental Authority having jurisdiction over such Seller, any Foreign Subsidiary, or any of their respective properties, and (d) do not result in the creation of any Encumbrance on any of the assets or properties of such Seller or any Foreign Subsidiary, other than (i) Encumbrances relating to the transferability of securities under applicable securities Laws (except as a result of a violation of the applicable securities Laws by the applicable Seller) and (ii) Encumbrances created by the Buyers’ or their Affiliate’s acts; provided , however , that no representation or warranty is made in the foregoing clauses (b), (c) or (d) with respect to matters that would not, individually or in the aggregate, reasonably be expected to be material to the Sellers and the Company Subsidiaries, taken as a whole, or materially impair or delay any Seller’s or Company Subsidiary’s ability to consummate the Transactions.

5.6      No Authorization or Consent Required . No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required to be obtained or made by a Seller in connection with the due execution, delivery and performance by the Sellers of the Transaction Documents and the consummation by the Sellers of the Transactions; provided , however , that no representation or warranty is made with respect to authorizations, approvals, notices or filings with any Governmental Authority that if not obtained or made, would not, individually or in the aggregate, reasonably be expected to be material to the Sellers and the Company Subsidiaries, taken as a whole, or materially impair or delay a Seller’s ability to consummate the Transactions.

5.7      Financial Statements .

(a)      The consolidated profit and loss and working capital included in the Financial Statements fairly present, in all material respects, the consolidated profit and loss and working capital position of the Sellers and each Company Subsidiary for the periods indicated, in each case in accordance with GAAP, with only such deviations from GAAP and/or their consistent application as described in the notes to the Financial Statements and subject to normal year-end audit adjustments and the absence of related footnote disclosures (none of which, individually or in the aggregate, are material). The Financial Statements, including the footnotes thereto, have been prepared from the books and records of the Sellers and the Company Subsidiaries and have been prepared in accordance with GAAP except as noted therein. Seller Disclosure Schedule 5.7(a) sets forth certain unaudited trial balance identifiable accounts allocated to the Business, with support

and applicable methodology and allocation principles for the preparation of such accounts and, as applicable, allocation of such accounts to the Business in accordance with the methodology set forth thereon, for the period from January 1, 2017 through September 30, 2017, which accounts fairly present, in all material respects, the trial balances of the Sellers and each Company Subsidiary identified therein for the Business and for the period indicated, in each case prepared in accordance with GAAP with only such deviations from GAAP and/or their consistent application as described therein and subject to normal year-end audit adjustments and the absence of related footnote disclosures (none of which, individually or in the aggregate, are material).

(b)      Except as set forth in Seller Disclosure Schedule 5.7(b) , as of the date hereof, the Sellers and the Foreign Subsidiaries do not have any Liabilities of any kind of a type that are required by GAAP to be reflected or reserved against in a consolidated balance sheet of the Sellers and the Foreign Subsidiaries, except (i) as reflected or reserved against in the Financial Statements or the trial balance accounts allocated to the Business as set forth on, and determined in accordance with, Seller Disclosure Schedule 5.7(a) , or (ii) for Liabilities incurred in the ordinary course of business of the Sellers and the Foreign Subsidiaries, consistent with past practice, since September 30, 2017 that are not, individually or in the aggregate, material to the Sellers and the Foreign Subsidiaries, taken as a whole. Since September 30, 2017, neither the Sellers nor any Foreign Subsidiary has materially reduced or released any reserves reflected in the Financial Statements or the trial balance accounts allocated to the Business as set forth on, and determined in accordance with, Seller Disclosure Schedule 5.7(a) , except to the extent of the satisfaction of Liability underlying such reserve.

(c)      All applique inventory of the Sellers and Foreign Subsidiaries are currently sold by the applicable Seller or Foreign Subsidiary in active, in-line customer programs or are noted as discontinued on the books and records of the Sellers and with respect to which appropriate financial reserves for expected cost recovery have been made. All inventory of the Sellers and Foreign Subsidiaries consist of a quality and quantity usable and/or saleable in the ordinary course of the business conducted by the Sellers and Foreign Subsidiaries consistent with past practices, and to the extent inventory contains any material obsolete or damaged or defective items or materials, they are adequately reserved for in the Financial Statements, and the Sellers and Foreign Subsidiaries are not under any Liability with respect to the return of inventory or merchandise in the possession of wholesalers, retailers or other customers, other than in the ordinary course of the Sellers’ and Foreign Subsidiaries’ businesses in accordance with the Sellers’ and Foreign Subsidiaries’ return policy.

(d)      The accounts receivable and offsetting customer program Liabilities reflected on the unaudited trial balance accounts reflected on Seller Disclosure Schedule 5.7(a) and the accounts receivable arising after the date thereof and through the Closing Date have arisen from bona fide transactions entered into by the Sellers or Foreign Subsidiaries involving the sale of goods or the rendering of services in the ordinary course

of business consistent with past practice. The accounts receivable and offsetting customer program Liabilities reflected on the unaudited trial balance accounts reflected on Seller Disclosure Schedule 5.7(a) constitute only valid and, to the knowledge of the Sellers, undisputed claims of the Sellers or Foreign Subsidiaries not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice or as required under contract subject to a reserve for bad debts shown on the trial balance accounts reflected on Seller Disclosure Schedule 5.7(a) (determined in accordance with GAAP). The accounts receivable, offsetting customer program Liabilities, and accounts payable reflected on the most recent Financial Statements or unaudited trial balance accounts reflected on Seller Disclosure Schedule 5.7(a) have been recorded in the books and records of the Sellers and Company Subsidiaries in accordance with GAAP. To the knowledge of the Sellers, (i) there are no pending and unresolved Chargebacks with respect to customer accounts of the Business which are not reserved for on the most recent Financial Statements, and (ii) there are no unresolved claims for Chargebacks with respect to customer accounts of the Business pending or threatened in writing against any Seller or Foreign Subsidiary which would, individually or in the aggregate, be material to the operation of the Business of the Sellers and Foreign Subsidiaries, taken as a whole.

(e)      Except as set forth in the Financial Statements, no Seller or Foreign Subsidiary maintains any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the Securities and Exchange Commission.

5.8      Title to Assets . The Sellers, as applicable, have good and valid title to, or have a valid and binding leasehold, license or similar interest in, all of the Purchased Assets (except for such as may have been disposed of in the ordinary course of business since the date of the most recent Financial Statements), free and clear of all Encumbrances (other than Permitted Encumbrances and Encumbrances created by Buyers’ or their Affiliates’ acts). Except for the Excluded Assets, the Purchased Assets, together with the assets held by the Foreign Subsidiaries and the services to be provided to the Buyers or their Affiliates following Closing pursuant to the Transition Services Agreement, the Software License Agreement and the Trademark License Agreement, constitute all of the material assets, properties, rights and interests necessary to operate the Business as operated for the twelve (12) months prior to the date hereof (except for such assets as may have been disposed of in the ordinary course of business).

5.9      Absence of Certain Changes or Events . Except as otherwise contemplated by this Agreement, during the period from December 31, 2016 to the date of this Agreement, the Sellers and the Foreign Subsidiaries have conducted their respective businesses in the ordinary course of business consistent with past practice and there has not been:

(a)      any change, condition, circumstance, event or development that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(b)      with respect to any Foreign Subsidiary or the Sellers in respect of the ownership of the Purchased Assets or the operation of the Business: any change in material accounting or Tax accounting method, any adoption or change of any Tax election, any settlement or compromise of any claim, notice, audit report or assessment in respect of material Taxes, any filing of any amended Tax Return or other Tax Return, any entry into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to Taxes, or any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment;

(c)      any adoption, modification or proposal of any change in the articles of incorporation, bylaws or other organizational documents of any Seller or Foreign Subsidiary;

(d)      any (i) acquisition by any Seller or Foreign Subsidiary (by merger, consolidation or acquisition of equity interests or assets or otherwise) of any corporation, limited liability company, partnership or other Person or division thereof, (ii) any investment by any Seller or Foreign Subsidiary in any other Person, or (iii) sale, lease, license, encumbrance or other disposition of assets, properties, securities, rights or interests of the Sellers or any Foreign Subsidiary, or any expiration or lapse of any Owned Intellectual Property, except as in the ordinary course of business;

(e)      except in connection with the execution and delivery of the Credit Facilities, any merger or consolidation of any Seller or Foreign Subsidiary with any other Person, adoption of a plan of complete or partial liquidation of the Sellers or any Foreign Subsidiary, or authorization or undertaking of a dissolution, consolidation, restructuring, recapitalization or other reorganization of any Seller or Foreign Subsidiary;

(f)      any loans, or advances made by any Seller or Foreign Subsidiary to any other Person, other than extensions of credit to customers in the ordinary course of business;

(g)      any capital expenditures by any Seller or Foreign Subsidiary in excess of $150,000.00;

(h)      to the actual knowledge of the Sellers, any amendment or modification in any material respect, or any termination or cancellation of, any Material Contract, or entrance into any contract that would constitute a Material Contract (other than (x) bidding for and entering into Material Contracts with customers or suppliers in the ordinary course of business consistent with past practice, (y) terminations of Material Contracts as a result of the expiration of the term of such Material Contracts and (z) renewals of Material Contracts in the ordinary course of business consistent with past practice);

(i)      except in the ordinary course of business consistent with past practice or as required by applicable Law or the terms of any Benefit Plan, any (i) increase, acceleration of or provision for additional compensation, benefits (fringe or otherwise) or

other rights to any employee, (ii) payment by any Seller or Foreign Subsidiary to any Person of any bonus, success fee or other similar payment in connection with the sale of the Shares or the other Transactions, except as would be a Sellers’ Expense hereunder, (iii) grant, or amendment or modification of any grant or agreement to grant, any severance, termination, retention or similar payment to any employee, (iv) loan or advance of any money or other property to any employee, (v) grant by any Seller or Foreign Subsidiary or any of their Affiliates of any equity or equity-based awards, or (vi) establishment, adoption, entry into, amendment or termination of any Benefit Plan, collective bargaining agreement or other labor agreement or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Benefit Plan if it were in existence as of the date hereof;

(j)      any hiring, or engagement of, by any Seller or Foreign Subsidiary, or offer of employment or engagement made by any Seller or Foreign Subsidiary to, any Person whose total annual compensation exceeds or is expected to exceed $200,000, or termination of the employment other than for cause of any employee who is an officer or key employee;

(k)      acceleration or alteration in any material respect any of the Seller’s or any Foreign Subsidiary’s practices and policies relating to the rate of collection of accounts receivable or payment of accounts payable, or the failure by any Seller or Foreign Subsidiary to pay or satisfy any Liabilities when due and payable, except for such Liabilities being contested in good faith by the applicable Seller or Foreign Subsidiary as of the date hereof; or

(l)      agreement or commitment to do any of the foregoing.

5.10      Material Contracts; Customers and Suppliers .

(a)      Seller Disclosure Schedule 5.10(a) lists, as of the date hereof, all contracts, agreements, understandings and instruments (other than Seller Plans, Leases and purchase orders), whether written or oral, to which any Seller or Foreign Subsidiary is a party or to which their respective assets, property or business are bound or subject as of the date hereof: (i) pursuant to which any Seller or Foreign Subsidiary has made payments during the period of the twelve (12) calendar months ended December 31, 2016 of more than $150,000, or any Seller or Foreign Subsidiary has received payments during such period of more than $150,000, in each case, except for any contract, agreement or instrument that may be cancelled without penalty or termination payments by the applicable Seller or Foreign Subsidiary upon notice of 60 days or less; (ii) that are contracts relating to Indebtedness (other than any Indebtedness to be paid at Closing under Section 2.2 ); (iii) that are partnership, joint venture or similar agreements; (iv) that restrict any Seller or Foreign Subsidiary now or in the future from engaging in any material aspect of its business or competing in any way with any other Person (other than pursuant to nondisclosure agreements entered into by any Seller or Foreign Subsidiary in connection with any actual or potential acquisition of the business or assets of any Person, or otherwise in the ordinary course of business); (v) that contain a right of first refusal, first offer or first negotiation or

a “most favored nation” provision for the benefit of any Person; (vi) that contain minimum volume, exclusivity or similar provisions for the benefit of any Person; (vii) pursuant to which any Seller or Foreign Subsidiary has granted any exclusive marketing, sales representative relationship, franchising consignment, distribution or any other similar right to any third party; (viii) to which any Governmental Authority is a party (other than any obligation, undertaking, commitment or other arrangement required by Law); (ix) which provide for the employment of an individual on a full-time, part-time, or other basis or for consultancy with an individual which provides for salaries, compensation, remuneration, bonuses or benefits of any kind in excess of $150,000.00 per year (other than benefits provided under a Company Plan or International Plan); (x) which constitute material IP Licenses (other than licenses for commercially available, off-the-shelf software), where “ IP Licenses ” are agreements pursuant to which any Seller or Foreign Subsidiary has granted any right in or to any Owned Intellectual Property to a third party (other than rights granted to consultants, contracts or vendors to use Owned Intellectual Property for the sole benefit of a Seller or Foreign Subsidiary), or uses any Intellectual Property; or (xi) which is a collective bargaining agreement (the contracts listed or required to be listed on Seller Disclosure Schedule 5.10(a) are referred to herein as, collectively, the “ Material Contracts ”). The Sellers have made available to the Buyers true and correct copies of each written Material Contract or, to the extent any such Material Contract is unwritten, a summary description of the material terms thereof is set forth on Seller Disclosure Schedule 5.10(a) .

(b)      Each Material Contract is valid and binding on the applicable Seller or Foreign Subsidiary, as the case may be, and, to the knowledge of the Sellers, the counterparties thereto, and is in full force and effect, except (i) to the extent that the enforceability thereof may be limited by the Equitable Exceptions or (ii) as would not, individually or in the aggregate, reasonably be expected to be material to the Sellers and the Foreign Subsidiaries, taken as a whole. With respect to all Material Contracts, no Seller or Foreign Subsidiary or, to the knowledge of the Sellers, any other party to any such contract is in breach thereof or default thereunder and there does not exist under any Material Contract any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by any Seller or Foreign Subsidiary or, to the knowledge of the Sellers, any other party to such Material Contract, in each case except for such breaches, defaults and events as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, reasonably be expected to be material to the Sellers and the Foreign Subsidiaries, taken as a whole.

(c)      Seller Disclosure Schedule 5.10(c) sets forth a list of the top ten (10) customers (determined by the amount of total invoiced sales) of the Sellers and the Foreign Subsidiaries for the fiscal year ended December 31, 2016 (each, a “ Material Customer ”). No such Material Customer, during the last twelve (12) months, has (i) cancelled, terminated or materially and adversely (from the Sellers’ and the Foreign Subsidiaries’ perspective) altered its relationship with any of the Sellers or Foreign Subsidiaries, or (ii) to the actual knowledge of the Sellers, provided written notice of the alteration of such Material Customer’s business practices in a manner that would reasonably

be expected to materially and adversely (from the Sellers’ and the Foreign Subsidiaries’ perspective) alter its relationship with any of the Sellers or Foreign Subsidiaries, other than in the ordinary course of business, or threatened in writing to cancel, terminate or materially and adversely alter any of its contracts with any of the Sellers or Foreign Subsidiaries.

(d)      Seller Disclosure Schedule 5.10(d) sets forth a list of the top ten (10) suppliers (determined by the amount purchased) of the Sellers and the Foreign Subsidiaries for the fiscal year ended December 31, 2016 (each, a “ Material Supplier ”). No such Material Supplier, during the last twelve (12) months, has cancelled, terminated or materially and adversely (from the Sellers’ and the Foreign Subsidiaries’ perspective) altered its relationship with any of the Sellers or Foreign Subsidiaries or, to the knowledge of the Sellers, threatened to cancel, terminate or materially and adversely alter, any of its contracts with any of the Sellers or Foreign Subsidiaries. Since September 30, 2017, each Seller and each Foreign Subsidiary has acted in a commercially reasonable manner consistent with past practice with respect to payment of amounts due to material vendors and suppliers pursuant to the applicable contractual arrangements with such material vendors and suppliers.

5.11      Product Warranty . Since December 31, 2015, all products manufactured, sold or delivered by the Sellers and the Foreign Subsidiaries have been in conformity, in all material respects, with all applicable material contractual commitments and all express and implied warranties. Since January 1, 2016, none of the Sellers or Foreign Subsidiaries has been notified of any claims for, and the Sellers’ have no knowledge of any threatened claims for, any extraordinary product returns, warranty obligations or product services relating to any of its products or services, and there have been no product recalls, withdrawals or seizures with respect to any products manufactured, sold or delivered by any Seller or Foreign Subsidiary.

5.12      Litigation . Except as set forth on Seller Disclosure Schedule 5.12 , as of the date hereof, (a) there are no Actions pending, or to the knowledge of the Sellers, threatened against any Seller or Foreign Subsidiary or their respective properties, assets or operations before any Governmental Authority which would, individually or in the aggregate, be material to the operation of the business of the Sellers and Foreign Subsidiaries, taken as a whole, (b) no Seller or Foreign Subsidiary is subject to any material unsatisfied order, judgment, injunction, ruling, decision, award or decree of any Governmental Authority, and (c) there is no Action pending, or, to the knowledge of the Sellers, threatened seeking to prevent, hinder, modify, delay or challenge the Transactions.

5.13      Compliance with the Laws; Permits .

(a)      Each Seller and each Foreign Subsidiary is and has been since January 1, 2014 in compliance in all material respects with all material applicable Laws. No Seller or any Foreign Subsidiary has, since January 1, 2014, received any written notice from any Governmental Authority alleging that such seller or Foreign Subsidiary is not in

compliance in all material respects with any material Law applicable to the conduct of the Sellers’ and the Foreign Subsidiaries’ businesses.

(b)      Except as set forth on Seller Disclosure Schedule 5.13(b) , each Seller and Foreign Subsidiary has all material consents, authorizations, registrations, qualifications, certificates, licenses, permits and rights necessary for the lawful conduct of each Sellers’ and Foreign Subsidiary’s businesses and the lawful ownership of their properties and assets (collectively, “ Permits ”). All such Permits are in full force and effect, and there has occurred no default or non-compliance under any Permit by any Seller or Foreign Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to be material to the Sellers and the Foreign Subsidiaries, taken as a whole. There is no investigation or proceeding pending or, to the knowledge of the Sellers, threatened that would, individually or in the aggregate, reasonably be expected to result in the termination, revocation, suspension, or restriction of any Permit, or the imposition of any material fine, penalty or other sanctions for violation of any legal or regulatory requirements relating to any Permit, or that would reasonably be expected to adversely affect in any material respect the consummation of the Transactions.

(c)      No representation or warranty is given under this Section 5.13 with respect to Taxes or Environmental Laws, which matters are covered exclusively under Sections 5.16 and 5.21 respectively.

5.14      Foreign Corrupt Practices Act and Certain Payments; Export and Import Controls; Sanctions; Anti-Money Laundering Laws .

(a)      Foreign Corrupt Practices Act and Certain Payments . Neither the U.S. Government nor any other Person has notified any of the Sellers or Foreign Subsidiaries in writing of any actual or alleged violation or breach of the Foreign Corrupt Practices Act of 1977 (the “ Foreign Corrupt Practices Act ”). None of the Sellers and the Foreign Subsidiaries has undergone since January 1, 2014 or is undergoing any audit, review, inspection, investigation, survey or examination of records relating to the Sellers’ or any of the Foreign Subsidiaries’ compliance with the Foreign Corrupt Practices Act. The Sellers and the Foreign Subsidiaries have not been since January 1, 2014 and are not now under any administrative, civil or criminal investigation or indictment and are not party to any Action involving alleged false statements, false claims or other improprieties relating to the Sellers’ or any of the Foreign Subsidiaries’ compliance with the Foreign Corrupt Practices Act. The Sellers and the Foreign Subsidiaries have developed and implemented an anti-corruption compliance program that includes internal controls, policies, and procedures designed to ensure compliance in all material respects with any applicable national, regional or local anticorruption Law.

(b)      Export and Import Controls; Sanctions . The operations of the Sellers and the Foreign Subsidiaries are and have been conducted at all times since January 1, 2014 in compliance in all material respects with all US export control, US customs and trade laws and regulations, and with all US sanctions requirements, including, but not limited

to, the requirements of the Export Administration Regulations, the International Traffic In Arms Regulations, OFAC regulations and Census Bureau regulations, in each case applicable to the Business. None of the Sellers and the Foreign Subsidiaries and, to the actual knowledge of the Sellers or the knowledge of Seller Parent, any director, officer, agent, employee, affiliate or other person acting on behalf of any of the Sellers or Foreign Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”). None of the Sellers and the Foreign Subsidiaries (i) appears on the of “Specially Designated Nationals and Blocked Persons” maintained by OFAC (the “ OFAC SDN List ”), (ii) is included in, owned by, controlled by, acting for or on behalf of, knowingly providing assistance, support, sponsorship or services of any kind to, or otherwise associated with, any of the Persons referred to or described in the OFAC SDN List, or (iii) to the actual knowledge of the Sellers or the knowledge of Seller Parent, has conducted business with, or engaged in any transaction in the past three (3) years with, any Person named on the OFAC SDN List or any Person included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship or services of any kind to, or otherwise associated with, any of the Persons referred to or described in the OFAC SDN List. The Sellers and the Foreign Subsidiaries have developed and implemented written export and import and sanctions compliance programs that include internal controls, policies, and procedures designed to ensure compliance in all material respects with any such US export and import and US sanctions requirements applicable to the Business.

(c)        Anti-Money Laundering Laws . The operations of the Sellers and the Foreign Subsidiaries are and have been conducted at all times in the past three (3) years in compliance in all material respects with all material applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the USA Patriot Act, and the material applicable anti-money laundering statutes of jurisdictions where the Sellers and the Foreign Subsidiaries conduct business, and the rules and regulations thereunder (collectively, the “ Anti-Money Laundering Laws ”), and no action, suit or proceeding by or before any Governmental Authority involving the Sellers and the Foreign Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Sellers, threatened in writing.

5.15      Intentionally Omitted .

5.16      Taxes .

(a)      All foreign and U.S. federal, state and local Tax Returns required to be filed by or with respect to any Foreign Subsidiary or any Seller with respect to the ownership of the Purchased Assets or the operation of the Business have been timely (within any applicable extension periods) filed, and all such Tax Returns are true, complete and correct in all material respects. No Foreign Subsidiary or Seller with respect to the ownership of the Purchased Assets or the operation of the Business is the beneficiary of any extension of time within which to file any Tax Return or has made (or had made on its behalf) any requests for any such extension.

(b)      The Foreign Subsidiaries and the Sellers with respect to the ownership of the Purchased Assets or the operation of the Business have fully and timely paid all material Taxes due and owing by the Foreign Subsidiaries and the Sellers with respect to the ownership of the Purchased Assets or the operation of the Business (whether or not such Taxes were shown as due on a Tax Return).

(c)      All deficiencies for Taxes asserted or assessed in writing against the Foreign Subsidiaries or the Sellers with respect to the ownership of the Purchased Assets or the operation of the Business have been fully and timely (within any applicable extension periods) paid or settled. There is no dispute or claim concerning any Tax Liability of any Foreign Subsidiary or any Seller with respect to the ownership of the Purchased Assets or the operation of the Business either (i) claimed or raised by any Governmental Authority in writing or (ii) of which the Sellers have knowledge based upon written contact with any agent or representative of any such Governmental Authority.

(d)      Except as set forth on Seller Disclosure Schedule 5.16(d) , no examination, audit, claim or other administrative or court proceeding is pending relating to any material Taxes or Tax Returns of any Foreign Subsidiary or any Seller with respect to the ownership of the Purchased Assets or the operation of the Business, and no Foreign Subsidiary or Seller with respect to the ownership of the Purchased Assets or the operation of the Business has received written notice of any actual or threatened examinations, audits, claims or other administrative or court proceedings with respect to any Taxes.

(e)      All Taxes which the Foreign Subsidiaries or the Sellers with respect to the ownership of the Purchased Assets or the operation of the Business were required to withhold or collect have been withheld and collected and have been paid over to the proper Governmental Authorities. All Taxes and stamp duty amounts due and payable to Governmental Authorities in relation to the Foreign Securities (excluding any such Taxes becoming due and payable in connection with the transactions contemplated by this Agreement) have been duly and timely paid.

(f)      There are no Encumbrances for Taxes upon the Purchased Assets or the assets of the Foreign Subsidiaries other than Permitted Encumbrances.

(g)      There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes of any Foreign Subsidiary or any Seller with respect to the ownership of the Purchased Assets or the operation of the Business for any taxable period and no request for any such waiver or extension is currently pending.

(h)      No Foreign Subsidiary has consummated or participated in, and is not currently participating in, any transaction which was or is a “listed transaction” or a “reportable transaction” as defined in Section 6707A of the Code or Treasury Regulation Section 1.6011-4(b) or any transaction requiring disclosure under a corresponding or similar provision of state, local or foreign Law.

(i)      No Foreign Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) beginning after the Closing Date as a result of any (i) use of an improper method of accounting for any taxable period ending on or prior to the Closing Date, (ii) agreement with any Governmental Authority entered into on or before the Closing Date, (iii) transaction occurring on or before the Closing Date reported under the installment method of accounting or the long-term contract method of accounting, (iv) transaction occurring on or before the Closing Date reported as an open transaction for U.S. federal income tax purposes (or any corresponding or similar U.S. state, local or foreign tax purposes), (b) prepaid amounts or advance payments received on or before the Closing Date, or (v) any change in method of accounting occurring or requested on or before the Closing Date. Neither any Seller nor any of the Company Subsidiaries will be required to include in any taxable period (or portion thereof) beginning after the Closing Date any item of income attributable to income accrued (or cash that was received), but was not recognized, in a Pre-Closing Taxable Period as a result of the cash method of accounting, completed contract method of accounting or percentage completion method of accounting.

(j)      No jurisdiction for which any Foreign Subsidiary or any Seller with respect to the ownership of the Purchased Assets or the operation of the Business does not file Tax Returns or pay Taxes has notified any Seller or Foreign Subsidiary in writing that it is or may be required to file Tax Returns or pay Taxes with respect to such jurisdiction.

(k)      No Foreign Subsidiary is a party to or bound by any Tax allocation or sharing agreement, other than any customary commercial agreement that may include Tax allocation or sharing provisions, but a significant purpose of which is unrelated to Taxes (such as a loan or a lease agreement).

(l)      No Foreign Subsidiary has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of shares qualifying for tax-free treatment under Section 355 of the Code (i) in the two years prior to the date of this Agreement or (ii) in a distribution that could otherwise constitute a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with this acquisition.

(m)      No Foreign Subsidiary has a “permanent establishment” in a country outside of its country of “residence,” as such terms are defined in any applicable Tax treaty or convention. No Seller has a “permanent establishment” in India, as such term is defined in any applicable Tax treaty or convention. Each Seller is, and has been since formation or incorporation, a tax resident of the country of its formation or incorporation and holds a valid tax residency certificate from the relevant Governmental Authority, and such tax residency has never been challenged by any Governmental Authorities. Each Seller has a place of effective management in the place of its incorporation, and key managerial and commercial decisions necessary for the Seller to conduct its affairs are made in the country of its incorporation.

(n)      This Section 5.16 and Section 5.19 constitute the exclusive representations and warranties of the Sellers with respect to Taxes.

5.17      Intellectual Property .

(a)      Seller Disclosure Schedule 5.17(a) sets forth all (i) Owned Intellectual Property that is registered or subject to a pending application for registration or issuance (collectively, “ Registered IP ”) and (ii) all unregistered Trademarks and unregistered proprietary software included in the Owned Intellectual Property that are material to the operation of the business of the Sellers and the Foreign Subsidiaries. All registrations and applications for registration for issuance of Registered IP have been duly maintained (including the payment of maintenance, application, registration and other fees) and are not expired, cancelled, lapsed or abandoned. No Registered IP is involved in any interference, reissue, reexamination, opposition or cancellation proceeding, and no such proceeding is or has been threatened in writing. All of the Owned Intellectual Property (excluding any pending applications included therein) is valid, enforceable, and subsisting.

(b)      Except as set forth on Seller Disclosure Schedule 5.17(b) , to the knowledge of the Sellers, a Seller or a Foreign Subsidiary, as applicable, owns, is licensed to use or otherwise possesses adequate and enforceable rights to use all Intellectual Property necessary for the operation of the business of the Sellers and the Foreign Subsidiaries. Either a Seller or a Foreign Subsidiary solely owns all Owned Intellectual Property, free and clear of any Encumbrances other than Permitted Encumbrances and subject to IP Licenses. The Owned Intellectual Property together with all Intellectual Property licensed to the Sellers and the Foreign Subsidiaries pursuant to an IP License constitutes all Intellectual Property used in the operation of the business of the Sellers and the Foreign Subsidiaries as currently conducted.

(c)      Except as set forth on Seller Disclosure Schedule 5.17(c) , (i) to the knowledge of the Sellers, neither the Owned Intellectual Property nor the conduct of the Business as currently conducted infringes, misappropriates, or otherwise violates Intellectual Property right of a third party, and (ii) no claim is pending, or has been since January 1, 2014 asserted or notified against any Seller or Foreign Subsidiary that the conduct of the Business infringes upon, misappropriates, or otherwise violates or has infringed upon, misappropriated, or otherwise violated any Intellectual Property rights of a third party. To the knowledge of the Sellers: (A) each Seller and each Foreign Subsidiary is in material compliance with the terms and conditions of all IP Licenses with third parties; (B) Seller Disclosure Schedule 5.17(c) sets forth all claims or audits pending, or that have been asserted or notified against any Seller or Foreign Subsidiary, as of the date hereof regarding the conduct of any Seller or any Foreign Subsidiary under any IP License with a third party; (C) the most recent Financial Statements reflect reserves that are required by GAAP to be reflected or reserved against in such Financial Statements with respect to any minimum royalty guarantees set forth in any IP License with a third party; and (D) there are no circumstances, events, matters or other conditions which reasonably could be expected to

result in material (individually or in the aggregate) Liabilities to be charged or assessed by any third party licensor under an IP License.

(d)      To the knowledge of the Sellers, no Owned Intellectual Property is being infringed or violated by any Person in any material manner.

(e)      The Sellers and the Foreign Subsidiaries have each taken reasonable steps in accordance with reasonable or generally accepted industry practices to protect their rights in their material Intellectual Property and to maintain the confidentiality of their trade secrets and Confidential Information. Notwithstanding the generality of the foregoing, each Person who is or was involved in the creation or development of any Owned Intellectual Property or that has received trade secrets or Confidential Information of any Seller or Foreign Subsidiary (including all past and present employees, consultants and contractors) has signed a valid and enforceable agreement pursuant to which such Person has (i) agreed to hold all trade secrets and Confidential Information of the Sellers and the Foreign Subsidiaries (and trade secrets and confidential information of any Person to whom any Seller or Foreign Subsidiary has a confidentiality obligation) in confidence both during and after their employment or retention, as applicable, and (ii) assigned to a Seller or Foreign Subsidiary all of such Person’s rights, title and interest in and to all Intellectual Property rights created or developed for any Seller or Foreign Subsidiary or currently used in the business of such entity in the course of their employment or retention thereby.

(f)      To the knowledge of the Sellers, all software used internally by the Sellers and the Foreign Subsidiaries is owned by a Seller or Foreign Subsidiary or used pursuant to a valid license or other enforceable right and is not a “bootleg” version or unauthorized copy. To the knowledge of the Sellers, the software and IT assets used to operate the Business (i) are in satisfactory working order and are scalable to meet current and reasonably anticipated capacity; (ii) have appropriate security, back-ups, disaster recovery arrangements and hardware and software support and maintenance to minimize the risk of material error, breakdown, failure or security breach occurring and to ensure if such event does occur it does not cause a material disruption to the Business; (iii) are configured and maintained to minimize the effects of viruses and do not contain trojan horses, spyware, adware, malware or other malicious code; and (iv) have not suffered any material error, breakdown, failure or security breach in the last twenty-four (24) months which has caused disruption or damage to the Business. To the knowledge of the Sellers, no Seller or Foreign Subsidiary has used software licensed under an open source or similar license in a manner that would require such Seller or Foreign Subsidiary to make any software included in the Owned Intellectual Property available to any Person or otherwise license such software on a royalty-free basis, disclose any source code of such software to any Person, or prevent any Seller or Foreign Subsidiary from patenting any invention contained therein.

(g)      The Sellers and the Foreign Subsidiaries are each in compliance in all material respects with all applicable Laws and contractual obligations regarding the collection, use and protection of personally identifiable information, including

Payment Card Industry Data Security Standard (PCI DSS), the Data Protection Act 1998 (the “ Data Protection Act ”) and all other laws on the protection of individuals with regard to the collection, use and protection of personally identifiable data, and with the Sellers’ and the Foreign Subsidiaries’ privacy policies. Additionally, except as would not, individually or in the aggregate, reasonably be expected to be material to the Sellers and the Foreign Subsidiaries, taken as a whole, each applicable UK Foreign Subsidiary is duly registered as a data controller (or equivalent under the Data Protection Laws) for all purposes for which registration is required under the Data Protection Act in respect of the business of the Sellers and the Foreign Subsidiaries, has paid all fees payable in respect of its notifications under the Data Protection Act; has written agreements with its processors and sub-processors, subcontractors and any other vendors complying with the relevant third party processing provisions of the Data Protection Act; has informed all data subjects (as defined in the Data Protection Act) of its processing of personal data (as defined in the Data Projection Act); has in place valid and up-to-date data protection consents, data protection policies and cookie usage policies; and has complied with all requirements under the Data Protection Act relating to the transfer of personal data (as defined in the Data Projection Act) outside the European Economic Area. No claim, action or proceeding has been asserted, to the knowledge of the Sellers, threatened in writing, alleging a violation of any Person’s rights of publicity or privacy or personal information or data rights and the consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any Laws, contracts, and any policies of the Sellers and the Foreign Subsidiaries relating to privacy, data security and data protection that are binding on any Seller or Foreign Subsidiary (including the Data Protection Act).

5.18      Real Property .

(a)      Seller Disclosure Schedule 5.18(a) sets forth a true and complete list as of the date hereof of all of the real property owned by any of the Sellers or Foreign Subsidiaries (the “ Owned Real Property ”). The Sellers and the Foreign Subsidiaries have good and marketable fee simple title, or a local equivalent, to the Owned Real Property free and clear of any Encumbrances other than Permitted Encumbrances. Except as set forth on Seller Disclosure Schedule 5.18(a) , (i) no Seller or Foreign Subsidiary has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or Leased Real Property or any portion thereof, and (ii) other than the rights of the Buyers pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase any parcel of Owned Real Property or any portion thereof or interest therein and no Seller or Foreign Subsidiary has entered into any agreement to acquire an interest in any freehold or leasehold land, buildings or property.

(b)      (i)  Seller Disclosure Schedule 5.18(b)(i) contains a true and complete list as of the date hereof of all real property leased or subleased by the Sellers and the Foreign Subsidiaries (as lessees or sublessees) (the “ Leased Real Property ”, and together with the Owned Real Property, the “ Real Property ”) and (ii) Seller Disclosure Schedule 5.18(b)(ii) contains a true and complete list as of the date hereof of all leases or

subleases of the Leased Real Property under which any Seller or Foreign Subsidiary leases or subleases the Leased Real Property (as lessee or sublessee), as the same may have been amended, supplemented or otherwise modified from time to time (the “ Leases ”). The Sellers have provided to the Buyers a complete and accurate copy of each Lease, which is valid and binding on the applicable Seller or Foreign Subsidiary party thereto and, to the knowledge of the Sellers, any other parties thereto, and is in full force and effect. With respect to each Lease:

(i)      a Seller or a Foreign Subsidiary, as applicable, has a valid leasehold interest in each Leased Real Property free and clear of any Encumbrances other than Permitted Encumbrances; and

(ii)      no Seller or Foreign Subsidiary nor, to the knowledge of the Sellers, any other party to any Lease is in material breach thereof or default thereunder and, to the knowledge of the Sellers, there does not exist under any Lease any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by any Seller or Foreign Subsidiary or, to the knowledge of the Sellers, any other party to such Lease, in each case except for such breaches, defaults and events as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, reasonably be expected to be material to the Sellers and the Foreign Subsidiaries, taken as a whole.

(c)      The Owned Real Property identified on Seller Disclosure Schedule 5.18(a) and the Leased Real Property identified on Seller Disclosure Schedule 5.18(b)(i) comprise all of the real property used or occupied by the Sellers and the Foreign Subsidiaries.

(d)      No Seller or Foreign Subsidiary has received written notice of any outstanding orders, notices, or proposals from any governmental authority of any condemnation, violation, non-compliance or like Action affecting any of the Real Property (involving compulsory acquisition or requisition or otherwise). To the knowledge of the Sellers, (i) there are no disputes relating to the Sellers or the Foreign Subsidiaries’ ownership of any of the Real Property and (ii) there are, appurtenant to each Real Property all material rights and easements necessary for their current use and occupancy.

(e)      The use and operation of the Real Property by the Sellers or the Foreign Subsidiaries, as applicable, do not violate any covenants, conditions, agreements, statutory requirements, planning consents, building regulations, orders and regulations affecting any of the Real Property except as would not, individually or in the aggregate, reasonably be expected to be material to the Sellers and the Foreign Subsidiaries, taken as a whole. No notice of any breach of any such matter has been received.

(f)      The Sellers or the Foreign Subsidiaries, as applicable, are in sole and undisputed occupation of the Leased Real Property and have valid, leasehold title to the Leased Real Property.

5.19      Employees and Employee Benefit Plans .

(a)      Seller Disclosure Schedule 5.19(a) sets forth the name of each Business Employee and, with respect to each such Business Employee, his or her: (i) employing entity; (ii) job title; (iii) current base salary or hourly rate of pay; (iv) place of residence and physical work location; (v) status as exempt or non-exempt under the FLSA (if applicable); (vi) bonus compensation and other compensation earned in 2016 and paid or payable in 2017; (vii) hire date and service date (if different); (viii) leave status (including nature and expected duration of any leave); and (ix) visa status (if not a U.S. Person). The Business Employees listed on Seller Disclosure Schedule 5.19(a) represent the entirety of the individuals whose employment involves providing or performing services with respect to the Business (except any de minimis services). The Foreign Subsidiaries do not employ any individual other than individuals whose employment involves providing or performing services with respect to the Business. No Business Employee or Former Business Employee currently or formerly located in the United States is now or has been employed by a Foreign Subsidiary.

(b)      The Sellers and Foreign Subsidiaries have in all material respects properly classified its current and former consultants, independent contractors and other non-employee service providers. All Business Employees and Former Business Employees have classified as exempt under the FLSA and state and local wage and hour laws are now and have previously been properly classified in all material respects.

(c)      Seller Disclosure Schedule 5.19(c) sets forth a complete and accurate list of the name of each current independent contractor retained with respect to the Business.

(d)      Other than as set forth on Seller Disclosure Schedule 5.19(d) with respect to its applicable U.S. Business Employees, individual consultants, and directors, the Sellers and Foreign Subsidiaries do not have any employment, service or consulting agreements with any Person that cannot be terminated by the Sellers or Foreign Subsidiaries at any time without penalty, premium or other Liability. Except as set forth on Seller Disclosure Schedule 5.19(d)2.2(b)(v) , the Sellers and Foreign Subsidiaries have not made any binding, enforceable guarantees or commitments to any of their Business Employees with respect to continued employment or increased compensation after the Closing Date.

(e)      With respect to the non-US Business Employees and directors, all service and employment agreements entered into by the Sellers and Foreign Subsidiaries at the date of this agreement may be terminated by not more than 3 months' notice and without payment of compensation or damages (other than any payments arising under statute or payment for unfair dismissal in the UK or equivalent protection elsewhere).

(f)      Other than as set forth on Seller Disclosure Schedule 5.19(f) , no non-US employee would be entitled to any amount other than the minimum redundancy

payment required by Law in connection with the termination of employment for a reduction in force or redundancy situation.

(g)      Except as set forth on Seller Disclosure Schedule 5.19(g), no current Business Employee, consultant or director:

(i)      has given or received notice terminating his or her office or employment or engagement or altering its terms, and no such person will be entitled as a result of the consummation of the Transactions to give notice of termination or claim for any payment or benefit or treat himself as being released from any obligation;

(ii)      is on Family Medical Leave Act leave, disability leave or other sick leave which (as the date of this agreement) has continued for more than 14 consecutive days; or

(iii)      is on maternity, paternity, parental or adoption leave.

(h)      For any Business Employees, consultants and directors, no Seller or Foreign Subsidiary has in the last twelve (12) months altered any of the terms of employment or the engagement of any current director, consultant or Business Employee or offered, promised or agreed to any future variation in the terms of employment or engagement of any current director, consultant or Business Employee.

(i)      Except as set forth on Seller Disclosure Schedule 5.19(i) , no disciplinary action or other adverse action has been taken against any Business Employees, Former Business Employees, consultants and directors by any Seller or Foreign Subsidiary, and no grievance or complaint of any kind of discrimination, harassment or retaliation has been raised in written notice to the Sellers or any Foreign Subsidiary or verbally to the applicable Seller’s or Foreign Subsidiary’s hotline (if such a hotline exists) or, to the knowledge of Sellers, verbally to the human resources department of such Seller or Foreign Subsidiary, by them against any Seller or any Foreign Subsidiary in the two (2) years ending on the date of this agreement.

(j)      Except as set forth on Seller Disclosure Schedule 5.19(j) , no current or former director, employee or consultant has any claim against a Seller or any Foreign Subsidiary for loss of office or arising out of the termination of his office, employment or consultancy or in respect of any accident or injury or otherwise and there is no event which would or might give rise to any such claim.

(k)      Seller Disclosure Schedule 5.19(k) sets forth all employees of a Seller or a Foreign Subsidiary whose employment was terminated in the twelve (12) months ending on the date of this agreement, the reason for the termination and any payments made to the employees on or in connection with such termination.

(l)      Except as set forth on Seller Disclosure Schedule 5.19(l) , Since January 1, 2014, no Business Employee has transferred to a Seller or any Foreign Subsidiary under the automatic transfer principle.

(m)      Each Person currently or formerly employed or engaged by any Seller or Foreign Subsidiary provided the Seller or such Foreign Subsidiary with the required legal authorization to work in the country in which he or she is or was employed or engaged.

(n)      Seller Disclosure Schedule 5.19(n)(i) contains a true and complete list of each US Plan. Seller Disclosure Schedule 5.19(n)(ii) contains a true and complete list of each International Plan.

(o)      With respect to each Seller Plan, Sellers have made available to the Buyers true, correct, and complete copies of all documents constituting such Seller Plan, including insurance policies, service agreements, and formal and informal amendments thereto, and, to the extent applicable, true, correct, and complete copies of: (i) any related trust agreement; (ii) the most recent IRS determination letter and all material correspondence with any Governmental Authority with respect thereto; (iii) the most recent summary plan description and any amendments or modifications thereof; (iv) for the three (3) most recent plan years (A) the Form 5500 and attached schedules, or other annual report prepared in connection with such Seller Plan and (B) audited financial statements; and (v) all employee manuals or handbooks containing personnel or employee relations policies.

(p)      Seller Disclosure Schedule 5.19(p) sets forth (i) the benefit obligations as of the end of the most recently completed plan year for the Postretirement Welfare Plan, (ii) a list of each participant in the Postretirement Welfare Plan, together with such participant’s date of birth, sex and termination date. No Business Employee or other active employee of the Sellers or any of their Affiliates participates in or may accrue benefits under, or is entitled to participate in or accrue benefits under, and the Postretirement Welfare Plan is frozen to the entry of new participants. In no case shall Liabilities under or arising out of the Postretirement Welfare Plan exceed a reimbursement payable to each participant of $90.00 and to all participants in the aggregate of $7,560.00, in each case per calendar quarter, ceasing upon the applicable participant’s death with no right of survivorship or any other rights in any beneficiary of the participant or other Person.

(q)      Seller Disclosure Schedule 5.19(q) sets forth a list of each participant in the SERP, together with such participant’s account balance as of September 30, 2017, termination date (if applicable), and election(s) with respect to the timing of payment of amounts under the SERP. In no case shall Liabilities under or arising out of the SERP exceed the aggregate account balances set forth on Seller Disclosure Schedule 5.19(q) and interest accrued on such amounts after September 30, 2017 not to exceed four percent (4%), compounded annually. The SERP is exempt from the application of Section 409A of the Code by reason of the application of Treasury Regulation Section 1.409A-6(a)(1)(i).

(r)      With respect to each of the SERP and the Postretirement Welfare Plan, the Sellers have made available to the Buyers (i) true, correct, and complete copies of all reports submitted within the preceding three (3) years by third-party administrators, actuaries, investment managers, consultants or other independent contractors; (ii) all written communications and summaries of all material non-written communications, with respect to such Seller Plan; (iii) all notices that were issued within the preceding three (3) years by the IRS, Department of Labor or any other Governmental Authority; (iv) all participant election forms and other participant notices or agreements; and (v) with respect to the SERP, the top hat plan statement filed with the Department of Labor pursuant to 29 C.F.R. Section 2520.104-23(b) and all documents and correspondence relating to such filing.

(s)      None of the Sellers or the Foreign Subsidiaries, nor any ERISA Affiliate, sponsors, maintains or contributes to, or has ever sponsored, maintained or contributed to, or had any Liability with respect to, any employee benefit plan subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA. None of the Seller Plans is a multiemployer plan (as defined in Section 3(37) of ERISA). None of the Sellers or the Foreign Subsidiaries, nor any ERISA Affiliate, contributes to or has ever contributed to or had any other Liability with respect to, a multiemployer plan.

(t)      (i)  Each US Plan has at all times been established and administered in accordance with its terms, and in compliance with the applicable provisions of ERISA, the Code and other applicable Law; (ii) each US Plan which is intended to be qualified within the meaning of Code Section 401(a) has received a favorable determination letter from the IRS as to its qualification, which determination letter remains in effect and has not been revoked, and nothing has occurred that could reasonably be expected to cause the loss of such qualification or the imposition of any Liability, lien, penalty, or tax under ERISA or the Code; and (iii) no Seller Plan provides medical or death benefits with respect to current or former employees of the Sellers, the Foreign Subsidiaries, or any ERISA Affiliate, including any Business Employees or former employees of the Business, beyond their termination of employment (other than coverage mandated by Law).

(u)      None of the Sellers, the Foreign Subsidiaries or any ERISA Affiliate have incurred any material Liability for any excise, income or other Taxes with respect to any Seller Plan, no non-exempt prohibited transaction under ERISA or Section 4975 of the Code has occurred with respect to any Seller Plan, and there has not occurred any breach of fiduciary duty by the Sellers, the Foreign Subsidiaries or any ERISA Affiliate with respect to any Seller Plan.

(v)      Each International Plan has been maintained in material compliance with its terms and with applicable Law and has been maintained in good standing with applicable Governmental Authorities and all reporting, disclosure, and notice requirements of applicable Law have been fully and completely satisfied with respect to each International Plan. Each International Plan that is intended to be tax-qualified under

applicable Law is so qualified and nothing has occurred that could cause the loss of such qualification.

(w)      With respect to each Seller Plan, no Actions (other than routine claims for benefits in the ordinary course) are pending, no written notice has been received of any Action, nor, to the knowledge of the Sellers, has any Action been threatened in writing. No matters are pending with respect to any Seller Plan under any IRS program or before any other Governmental Authority.

(x)      The consummation of the Transactions shall not, alone or together with any other event or condition, (i) result in any payment becoming due to any current or former employee, director or consultant of any Seller or Foreign Subsidiary, (ii) result in the acceleration of payment, vesting or funding of any payments or benefits under any Seller Plan or otherwise to any current or former employee, director or consultant of any Seller or Foreign Subsidiary, or (iii) result in any payment under any Seller Plan failing to be deductible by reason of Section 280G of the Code.

(y)      Each Seller Plan subject to Section 409A of the Code has complied in form and operation with the requirements of Section 409A of the Code as in effect from time-to-time.

(z)      The Buyers and their Affiliates, including, following the Closing, the Foreign Subsidiaries, do not, and shall not, either directly or indirectly, have any Liability, as a matter of Law or otherwise, with respect to any Benefit Plan (other than (i) the SERP, (ii) the Assumed Postretirement Welfare Liabilities, (iii) the International Plans and (iv) severance payments payable under the Wilton Brands Severance Program as in effect on the date hereof to the extent that such severance payments are Assumed Liabilities pursuant to Section 2.1(e)(v) ), that was or is sponsored or maintained by the Sellers, the Foreign Subsidiaries, or any ERISA Affiliate, or to which the Sellers, the Foreign Subsidiaries, or any ERISA Affiliate contribute or for which the Sellers, the Foreign Subsidiaries, or any ERISA Affiliate had, or may have, any Liability, contingent or otherwise, either directly or indirectly through an ERISA Affiliate.

(aa)      All contributions and obligations under any Seller Plan which are due for any period ending on or before the Closing Date have been paid or accrued by Sellers or their Affiliates, as applicable, and all amounts withheld from employee paychecks have been properly contributed to the applicable Benefit Plan. The Sellers and the Company Subsidiaries have paid or properly accrued in the ordinary course of the Business all wages and compensation due to Business Employees and Former Business Employees, including all vacations or vacation pay, holidays or holiday pay, sick days or sick pay, and bonuses.

(bb)      None of the Sellers or the Foreign Subsidiaries, nor any ERISA Affiliate, has made any plan or commitment, whether or not legally binding, to create any additional Benefit Plan or to modify or change any existing Seller Plan. All International Plans, the SERP and the Postretirement Welfare Plan may be amended or terminated without

penalty by the Buyers or their Affiliates at any time on or after the Closing, except to the extent any International Plan is mandated by applicable Law. No written statement has been made by a duly authorized representative of the Sellers, the Foreign Subsidiaries or any ERISA Affiliate to any Person with regard to any Seller Plan that was not in accordance with the Seller Plan and that would reasonably be likely to have an adverse economic consequence to the Buyers and their Affiliates, including, following the Closing, the Foreign Subsidiaries.

(cc)      Except as set forth on Seller Disclosure Schedule 5.19(cc), no Seller or Foreign Subsidiary has sponsored any defined benefit pension arrangements with respect to the non-US employees and directors or received in the past three (3) years any correspondence from a Governmental Authority or a third party in relation to any such Liabilities thereunder. Each Foreign Subsidiary in the UK has complied with its automatic enrollment obligations as required by the Pensions Act 2008 and the Seller’s Disclosure Schedule contains details of the staging dates for each Foreign Subsidiary.

5.20      Labor Relations .

(a) Since January 1, 2014, no Seller or Foreign Subsidiary has experienced any work stoppage, labor strike, slowdown, or other material labor disruption and, to the knowledge of the Sellers, none is threatened in writing. Since January 1, 2014, the Sellers and the Foreign Subsidiaries have complied in all material respects with all applicable Laws respecting employment practices, terms and conditions of employment, wages and hours, health and safety, and immigration, including but not limited to: (i) Title VII of the Civil Rights Act of 1964; (ii) the Equal Pay Act of 1967; (iii) the Age Discrimination in Employment Act of 1967; (iv) the Americans with Disabilities Act; (v) the Family and Medical Leave Act; (vi) the Fair Credit Reporting Act; (vii) the Employee Retirement Income Security Act of 1974; (viii) the FLSA and the related rules and regulations adopted by those federal agencies responsible for the administration of such laws; (ix) the WARN Act, and any similar state WARN Act Law, and the related rules and regulations adopted by those federal agencies responsible for the administration of such laws; (x) the Immigration Reform and Control Act of 1986, and all related regulations and all executive orders in effect regarding the employment in the U.S. of persons who are not citizens of the U.S.; (xi) United States National Labor Relations Act; (xii) Occupational Safety and Health Act; (xiii) federal and state constitutions; (xiv) federal, state, and local statutes and ordinances; and (xv) other federal, state and applicable non-U.S. laws relating to employment, employment discrimination, and employment practices, terms and conditions of employment, wages, pay equity, hours, collective bargaining, and the payment and withholding of taxes or other sums as required by the appropriate Governmental Authority, and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from Business Employees and Former Business Employees, and there are no material arrearages or delinquencies in the payment of ages, salaries, commissions, bonuses or other direct compensation. Since January 1, 2014, there has been no (b) unfair labor practice charge or complaint against any Seller

or Foreign Subsidiary pending before the National Labor Relations Board or any similar state agency; or (c) administrative charge/complaint or court complaint against a Seller or Foreign Subsidiary concerning workman’s compensation, alleged employment discrimination, terms and conditions of employment, withholding of taxes, wages, pay equity, hours of work, occupational safety and health or other employment related matters or breach of any Law or contract pending or, to the knowledge of the Sellers, threatened in writing before the U.S. Equal Employment Opportunity Commission, Department of Labor or any other Governmental Authority.

(d)      Since January 1, 2014, no Seller or Foreign Subsidiary has received written or, to the knowledge of the Sellers, other notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment laws to conduct an investigation of a Seller or Foreign Subsidiary and to the knowledge of the Sellers no such investigation is in progress.

(e)      Except as set forth on Seller Disclosure Schedule 5.20(c) , no Seller or Foreign Subsidiary is a party to or bound by any collective bargaining agreement with any labor organization. There have been no union organizing activities with respect to a Seller or Foreign Subsidiary since January 1, 2014.

(f)      Each Seller and Foreign Subsidiary has in relation to each of its current and former directors, Business Employees, Former Business Employees and individual consultants complied with all obligations imposed on it by Law and has maintained adequate and suitable records regarding their service.

(g)      The representations and warranties made by the Sellers in this Section 5.19(cc) and Section 5.19 are the exclusive representations and warranties made by the Sellers with respect to labor relations matters.

5.21      Environmental Compliance . (a) Each Seller and Foreign Subsidiary is and has been for the past five (5) years, in material compliance with all applicable Environmental Laws; (b) each Seller and Foreign Subsidiary possesses, and is and has been for the past five (5) years, in material compliance with, all Permits required under any applicable Environmental Laws for the operation of the business of the Sellers and the Foreign Subsidiaries as presently conducted; (c) there are no pending Environmental Claims against any Seller or Foreign Subsidiary and no Environmental Claim has been threatened in writing against any Seller or Foreign Subsidiary; (d) to the knowledge of the Sellers, no Hazardous Substances are present and no Release of any Hazardous Substance has occurred on, in, at, under, to or from any Site in a condition or concentration that would create an obligation under any Environmental Law to report to a governmental authority or perform an investigation or remedial or corrective action; (e) the Sellers have made available to the Buyers all correspondence, sampling data and reports in the possession, custody or control of any Seller or Foreign Subsidiary, in each case that pertain to compliance with Environmental Law or any Environmental conditions on any Site, currently owned Real Property or, to the knowledge of the Sellers, occupied Real Property; (f) to the knowledge

of the Sellers, no Seller or Foreign Subsidiary, any predecessors any Seller or Foreign Subsidiary, or any entity previously owned by any Seller or Foreign Subsidiary, has transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Substance to any off-Site location which has or could reasonably be expected to result in an Environmental Claim against any Seller or Foreign Subsidiary; (g) to the knowledge of the Sellers, there are no (i) polychlorinated biphenyl containing equipment, (ii) underground storage tanks, or (iii) asbestos containing material at the Real Property in a condition that could reasonably be expected to result in an Environmental Claim; (h) no Seller or Foreign Subsidiary has entered into or is subject to, any judgment, decree, order or other similar requirement of or agreement with any Governmental Authority under any Environmental Laws; (i) no Seller or Foreign Subsidiary has, expressly assumed responsibility for or agreed to indemnify or hold harmless any Person for any Liability arising under or relating to Environmental Laws, including but not limited to, any Liability for investigation, corrective or remedial action. The representations and warranties set forth in this Section 5.21 and Sections 5.5 , 5.6 , 5.7 and 5.9 are the exclusive representations and warranties made by the Sellers with respect to Environmental Claims and matters arising under or pursuant to Environmental Laws.

5.22      Insurance . All material insurance policies (the “ Insurance Policies ”) with respect to the properties, assets, or business of the Sellers and the Foreign Subsidiaries are in full force and effect and all premiums due and payable thereon have been paid in full, and no Seller or Foreign Subsidiary is in default in any material respect regarding their obligations under any such policies. No Seller or Foreign Subsidiary has received a written notice of cancellation, reduction in coverage or non-renewal of any Insurance Policy. No such Insurance Policy shall be affected in any material respect by the consummation of the Transactions.

5.23      Affiliate Transactions . Except in respect of employment relationships and compensation, benefits, travel advances and employee loans in the ordinary course of business consistent with past practice, no Seller or Foreign Subsidiary is a party to any agreement or arrangement (whether written or oral) with, or involving the making of any payment or transfer of assets to, any Affiliate of the Sellers or the Foreign Subsidiaries (other than the Sellers and the Foreign Subsidiaries).

5.24      Brokers . Except as set forth on Seller Disclosure Schedule 4.7 , no broker, finder or similar intermediary has acted for or on behalf of the Sellers, the Foreign Subsidiaries, or any of their respective Affiliates in connection with the Transaction Documents or the Transactions, and no broker, finder, agent or similar intermediary is entitled to any broker’s, finder’s or similar fee or other commission or compensation in connection therewith based on any agreement or arrangement with the Sellers, the Foreign Subsidiaries or any of their respective Affiliates or any action taken by them.

5.25      Exclusivity of Representations . (a) The representations and warranties made by the Sellers in this Article 5 (as modified by the Seller Disclosure Schedules with respect to such Sellers Representations and warranties) are the exclusive

representations and warranties made by the Sellers; (b) the Sellers hereby disclaim any other express or implied representations or warranties, whether written or oral; and (c) the Sellers are not, directly or indirectly, making any representations or warranties regarding the pro-forma financial information, financial projections or other forward-looking statements of any Seller or Foreign Subsidiary.

ARTICLE 6     

REPRESENTATIONS AND WARRANTIES OF THE BUYERS

Except as set forth in the disclosure schedules delivered by the Buyers to the Seller Parties on the date hereof concurrently with the execution of this Agreement (the “ Buyer Disclosure Schedules ”), the Buyers hereby represent and warrant to the Seller Parties as follows:

6.1      Organization . Each Buyer is duly organized, validly existing and in good standing (or the equivalent thereof) under the laws of the jurisdiction in which it is organized, and has the requisite power and authority to own, lease and operate its properties and assets and to carry on its business as conducted on the date hereof.

6.2      Authority; Binding Obligation . Each Buyer has full requisite organizational authority and power to execute and deliver each Transaction Document to be executed and delivered by it hereunder and to perform its obligations thereunder, including the consummation of the Transactions. The execution and delivery by each Buyer of such Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all required action on the part of such Buyer and no other proceedings on the part of such Buyer are necessary to authorize the Transaction Documents or the consummation of the Transactions. Each such Transaction Document has been duly executed and delivered by each Buyer and assuming that each such Transaction Document, as applicable, constitutes the legal, valid and binding obligation of the other parties thereto, constitutes the legal, valid and binding obligation of such Buyer, enforceable against such Buyer in accordance with its terms, except to the extent that the enforceability thereof may be limited by the Equitable Exceptions.

6.3      No Defaults or Conflicts . The execution and delivery of the Transaction Documents to be executed and delivered by each Buyer and the consummation of the Transactions by each Buyer and performance by each Buyer of its obligations under the Transaction Documents (a) do not conflict with or result in any violation of the applicable organizational documents of such Buyer, (b) do not conflict with, or result in a material breach of any of the terms or provisions of, or constitute a material default (with or without notice or lapse of time or both) under any indenture, mortgage or loan or any other material agreement or instrument to which such Buyer is a party or by which it is bound or to which such Buyer’s properties may be subject, and (c) do not violate any existing applicable Law, judgment, order or decree or any Governmental Authority having jurisdiction over such Buyer or any of its properties.

6.4      No Authorization or Consents Required . Except as set forth on Buyer Disclosure Schedule 6.4 , no material authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other Person will be required to be obtained or made by a Buyer in connection with the due execution, delivery and performance by each Buyer of the applicable Transaction Documents and the consummation by each Buyer of the Transactions.

6.5      Sufficient Funds. The Buyers have sufficient funds to consummate the Transactions, including the payment by Buyers of all amounts to be delivered by it pursuant to Section 2.2 and Section 2.3 hereof, and to pay all of the Buyers’ fees and expenses related to the Transaction Documents and the Transactions.

6.6      Solvency . Immediately after giving effect to the Transactions, assuming the accuracy of the representations and warranties in Article 4 and Article 5 and the Seller Parties’ and the Company Subsidiaries’ compliance in all material respects with the covenants to be performed at the Closing, the Buyers will (a) be able to pay their respective debts (including a reasonable estimate of the amount of all contingent Liabilities) and (b) have adequate capital to carry on their respective businesses.  No transfer of property is being made and no obligation is being incurred in connection with the Transactions with the intent to hinder, delay or defraud either present or future creditors of the Buyers and/or the Company Subsidiaries.

6.7      Litigation . There is no Action pending or, to the knowledge of the Buyers, threatened against a Buyer or any portion of its properties or assets before any Governmental Authority which questions the validity or legality of the Transaction Documents or the Transactions or which seeks to prevent the Transactions or otherwise would reasonably be expected, individually or in the aggregate, to materially impair or delay the Buyers’ ability to effect the Transactions.

6.8      Buyers’ Reliance . Each Buyer acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations, business and assets of the Sellers and the Company Subsidiaries and, in making its determination to proceed with the Transactions, has relied solely on the results of its own independent investigation and the representations, warranties, covenants and other terms and conditions expressly set forth in this Agreement. Each Buyer acknowledges that none of the Seller Parties, the Company Subsidiaries or any other Person has made any representation or warranty, express or implied, written or oral, as to the accuracy or completeness of any information that the Sellers and the Company Subsidiaries furnished or made available to such Buyer and its Representatives, except as expressly set forth in this Agreement (as modified by the Seller Disclosure Schedules hereto). Each Buyer acknowledges that, except for the representations and warranties contained in this Agreement (as modified by the Seller Disclosure Schedules hereto), neither Seller Parent, the Sellers nor any other Person has made, and such Buyer has not relied on, any other express or implied representation or warranty by or on behalf of the Sellers. Each Buyer acknowledges that neither Seller Parent, the Sellers, nor any other Person, directly or indirectly, has made, and such Buyer has not

relied on, any representation or warranty regarding the pro-forma financial information, budgets, estimates, projections, business plans, forecasts or other forward-looking statements of the any Seller Party or Company Subsidiary (including the reasonableness of the assumptions underlying such information, budgets, estimates, projections, business plans, forecasts or forward-looking statements), and such Buyer will not make or have any claim with respect thereto.

6.9      Brokers . Other than D.A. Davidson & Co., no broker, finder or similar intermediary has acted for or on behalf of the Buyers in connection with the Transaction Documents or the Transactions, and no broker, finder, agent or similar intermediary is entitled to any broker’s, finder’s or similar fee or other commission in connection therewith based on any agreement with the Buyers or any action taken by the Buyers.

6.10      Exclusivity of Representations . The representations and warranties made by the Buyers in this Agreement (as modified by the Buyer Disclosure Schedules hereto) are the exclusive representations and warranties made by the Buyers and the Buyers hereby disclaim any other express or implied representations or warranties.

ARTICLE 7     

COVENANTS

7.1      Access to Information; Confidentiality; Public Announcements .

(a)      Subject to Section 7.7(f) with respect to Tax records, each Buyer acknowledges and agrees that it shall, from and after the Closing, preserve and keep, or cause to be preserved and kept, all books and records in respect of the Sellers and the Company Subsidiaries in the possession of such Buyer or its Affiliates for the longer of (i) any applicable statute of limitations and (ii) a period of five (5) years from the Closing Date. Subject to Section 7.7(f) with respect to Tax records and matters, as long as any claims for indemnification may be brought or are pending pursuant to Article 8 , each Buyer shall, upon reasonable notice, only to the extent reasonably necessary in connection with audit, accounting or Tax matters and subject to any applicable privilege (including the attorney-client privilege), give the Seller Parties and their authorized Representatives reasonable access during normal business hours to examine, inspect and copy such books and records; provided , that any such access shall be conducted in a manner so as to not unreasonably interfere with the businesses or operations of the Sellers and the Company Subsidiaries.

(b)      Following the Closing, subject to that certain Audit Expense Sharing Agreement, dated as of October 2, 2017, by and between Buyer Parent and Wilton Brands LLC, the Seller Parties shall use their commercially reasonable efforts to, and shall cause their Affiliates to use their commercially reasonable efforts to, and shall use commercially reasonable efforts to cause their Representatives to, (i) provide all financial and other information required for the completion by the Buyers of all filing requirements with respect to the filing with the United States Securities and Exchange Commission of

audited abbreviated statements of Purchased Assets acquired and Assumed Liabilities assumed and of revenues and direct expenses, in each case on a Current Report on Form 8-K in satisfaction of the requirements of Rule 3-05 of Regulation S-X in connection with the Transactions, and (ii) reasonably cooperate in connection with the preparation of such financial or other information reasonably required in connection with such filing requirements

(c)      No party will issue or cause the publication of any press release or other public announcement with respect to the Transaction Documents or the Transactions without the prior written consent of the other parties hereto; provided , however , that nothing herein will prohibit any party from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is upon advice of counsel required by Law, in which case the party making such determination will, if practicable in the circumstances, use reasonable efforts to allow the other parties reasonable time to comment on such release or announcement in advance of its issuance; provided , further , that the foregoing shall not restrict disclosures of information made by or on behalf of (i) the Seller Parties and/or their Affiliates or successors, or (ii) the Buyers and/or their Affiliates or successors, in each case, to their respective direct and indirect Affiliates, financing sources, counsel, accountants, consultants and other advisors (so long as, in each case, such disclosure has a valid business purpose and is effected in a manner consistent with customary practices (including with respect to confidentiality)). Notwithstanding the foregoing, the parties shall issue a joint press release in connection with the consummation of the Transactions on the Closing Date in form and substance mutually satisfactory to the parties.

7.2      Officer and Director Indemnification and Insurance .

(a)      The Buyers agree (and shall cause each Foreign Subsidiary to ensure) that all rights to indemnification, advancement of expenses and exculpation from Liability for acts or omissions occurring on or prior to the Closing Date now existing in favor of the current or former directors or officers of the Foreign Subsidiaries (the “ Indemnified Parties ”), as provided in the respective organizational documents or pursuant to applicable Law, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms for a period of not less than six (6) years after the Closing Date.

(b)      If any Indemnified Party is or becomes involved in any Action in connection with any matter subject to indemnification hereunder, then the Buyers shall cause the applicable Foreign Subsidiary to advance as incurred any costs or expenses (including reasonable legal fees and disbursements), judgments, fines, losses, damages or Liabilities (“ Director and Officer Losses ”) arising out of or incurred in connection with such Action, subject to the Buyers’ receipt of an undertaking by or on behalf of such Indemnified Party to repay such Losses if it is ultimately determined under applicable Law that such Indemnified Party is not entitled to be indemnified. In the event of any such Action, (i) the Buyers shall and shall, if applicable, cause the applicable Foreign Subsidiary to, cooperate

with the Indemnified Party in the defense of any such Action and (ii) the Buyers shall not, and shall cause the applicable Foreign Subsidiary not to, settle, compromise or consent to the entry of any judgment in any Action pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all Liability arising out of such Action.

(c)      The Buyers acknowledge that the Indemnified Parties may have certain rights to indemnification, advancement of expenses and/or insurance provided by other Persons. Each Buyer hereby (on its own behalf and, as of the Closing, on behalf of each Foreign Subsidiary) agrees that, with respect to any claims relating to the Business, (i) the applicable Foreign Subsidiary is the indemnitor of first resort ( i.e. , its obligations to the Indemnified Parties are primary and any obligation of such other Persons to advance expenses or to provide indemnification for the same expenses or Liabilities incurred by any such Indemnified Party are secondary), (ii) the Foreign Subsidiary shall be required to advance the full amount of expenses incurred by any such Indemnified Party and shall be liable for the full indemnifiable amounts, without regard to any rights any such Indemnified Party may have against any such other Person and (iii) such Buyer irrevocably waives, relinquishes and releases such other Persons from any and all claims against any such other Persons for contribution, subrogation or any other recovery of any kind in respect thereof. Each Buyer further agrees that no advancement or payment by any of such other Persons on behalf of any such Indemnified Party with respect to any claim for which such Indemnified Party has sought indemnification from such Buyer shall affect the foregoing and such other Persons shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnified Party against such Buyer.

(d)      On the Closing Date, the Buyers, on the one hand, and the Seller Parties, on the other hand, shall procure and each be responsible for and pay fifty percent (50%) of the cost of a non-cancelable run-off insurance policy (the “ D&O Run-Off Policy ”) (subject to a cap of $25,000.00 on the Buyers’ portion of such expenses and with the Seller Parties paying any portion of such procurement costs in excess of such cap), for a period of six (6) years after the Closing Date to provide insurance coverage satisfactory to the Seller Parties but not in a face amount in excess of existing coverage, for events, acts or omissions occurring on or prior to the Closing Date for all persons who were directors, managers or officers of any Seller or Company Subsidiary or Plan on or prior to the Closing Date, which policy shall contain terms and conditions no less favorable to the insured persons than the directors’, managers’ or officers’ liability coverage presently maintained by a Seller or Company Subsidiary, as applicable.

(e)      The covenants contained in this Section 7.2 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other

rights to which an Indemnified Party is entitled, whether pursuant to law, contract or otherwise.

(f)      In the event that the Buyers or the Foreign Subsidiaries (following the Closing) or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, the Buyers shall take all reasonable and necessary action so that the successors or assigns of the Buyers or the Foreign Subsidiaries (following the Closing), as the case may be, shall succeed to the obligations set forth in this Section 7.2 .

7.3      Termination of Affiliate Liabilities . On or before the Closing Date, except for Liabilities under this Agreement (including the indemnification obligations hereunder) and any other Transaction Document and for Liabilities relating to employment relationships and the payment of compensation and benefits in the ordinary course of business and other than ordinary course commercial arrangements on arms-length terms, all Liabilities between a Foreign Subsidiary, on the one hand, and a Seller Party or its Affiliates (other than the Foreign Subsidiaries), on the other hand (each, an “ Affiliate Liability ”), shall be terminated in full as of the completion of the Closing without Liability, and, from and after the completion of the Closing, (a) the Foreign Subsidiaries shall have no surviving Liabilities to Seller Parties or their Affiliates (other than the Foreign Subsidiaries) whatsoever, and (b) Seller Parties and their Affiliates (other than the Foreign Subsidiaries) shall have no surviving Liabilities to any Foreign Subsidiary whatsoever.

7.4      Waiver of Conflicts Regarding Representation . Recognizing that Paul, Weiss, Rifkind, Wharton & Garrison LLP (“ Sellers’ Counsel ”) has acted as legal counsel to the Seller Parties and their Affiliates, and may be deemed to have acted as legal counsel to the Company Subsidiaries prior to the Closing, and that Sellers’ Counsel intends to act as legal counsel to the Seller Parties and their Affiliates after the Closing, (i) each of the Buyers and Buyer Parent hereby waives on its own behalf and agrees to cause its Affiliates (including, after the Closing, the Foreign Subsidiaries) to waive, any conflicts that may arise in connection with any of Sellers’ Counsel representing the Seller Parties and their Affiliates after the Closing, and (ii) each of the Buyers and Buyer Parent hereby agrees that, in the event that a dispute arises between or among any of the Buyers, Buyer Parent or any of their respective Affiliates (including, after the Closing, the Foreign Subsidiaries), on the one hand, and the Seller Parties or any of their Affiliates (including, prior to the Closing, the Foreign Subsidiaries), on the other hand, each of the parties hereto agree that Sellers’ Counsel may represent the Seller Parties or any of their Affiliates in such dispute even though the interests of the Seller Parties or such Affiliate may be directly adverse to the Buyers, Buyer Parent or any of their respective Affiliates (including, after the Closing, the Foreign Subsidiaries), and even though Sellers’ Counsel may have represented the Foreign Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Seller Parties, the Buyers and Buyer Parent hereby waive, on behalf of themselves and each of

their respective Affiliates (including, after the Closing, the Foreign Subsidiaries), any conflict of interest in connection with such representation by any of Sellers’ Counsel. The Buyers and Buyer Parent further agree that, as to all communications among any of Sellers’ Counsel, the Seller Parties and/or the Company Subsidiaries that directly and specifically relate to the Transactions, the attorney-client privilege, the expectation of client confidence belong to the Seller Parties and their Affiliates in any dispute with the Buyers, Buyer Parent or their Affiliates (including, after the Closing, the Foreign Subsidiaries) and may be controlled by the Seller Parties in any dispute with the Buyers, Buyer Parent or their Affiliates (including, after the Closing, the Foreign Subsidiaries). The parties hereto agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 7.4 . This Section 7.4 is for the benefit of the Seller Parties, their Affiliates, and Sellers’ Counsel (including its partners and employees), each of which are intended third-party beneficiaries of this Section 7.4 .

7.5      Employee Matters .

(a)      Prior to the Closing, the Buyers shall have, or shall have caused an Affiliate or Affiliates to, make an offer of employment, to be effective as of the Closing Date, to each Business Employee located in the United States, conditioned on (i) the occurrence of the Closing and (ii) conditioned upon such Business Employee satisfactorily completing the customary onboarding process and standards of the Buyers or their Affiliate, as applicable.

(b)      From and after the Closing Date until the first (1st) anniversary thereof, the Buyers shall, or shall cause their Affiliates (including the Foreign Subsidiaries) to, provide (i) a base salary or base wages to each Business Employee employed by a Foreign Subsidiary as of the Closing Date and each Business Employee located in the United States that accepts an offer of employment pursuant to Section 7.5(a) (each, a “ Transferred Employee ”) at a rate that is not materially less than the rate of the base salary or base wages that is provided to such Transferred Employee immediately prior to the Closing and (ii) employee benefits for each Transferred Employee in the aggregate substantially comparable to the employee benefits made available to similarly situated employees of the Buyers and their Affiliates; provided , however , that nothing herein shall preclude the Buyers or their Affiliates (including the Foreign Subsidiaries) from terminating any Benefit Plan or terminating the employment of any employee at any time on or after the Closing.

(c)      The Buyers shall cause service rendered by each Transferred Employee prior to the Closing Date to be taken into account for purposes of participation and coverage (but not for purposes of benefit accruals under any defined benefit pension plan, for purposes of equity incentive or bonus plans, or for purposes of any post-retirement welfare benefits), as applicable, under any Benefit Plan of the Buyers or their Affiliates (a “ Buyer Plan ”) for which such Transferred Employee is eligible pursuant to the terms of such Buyer Plan from and after the Closing Date; provided , however , that nothing herein shall result in the duplication of any benefits. Without limiting the foregoing, the Buyers shall

take commercially reasonable steps to provide that, if permitted under the terms of the applicable Buyer Plan, Transferred Employees will not be subject to any pre-existing condition limitation under any Buyer Plan that is a health or welfare plan for which such Transferred Employee is eligible and in which such Transferred Employee participants for any condition for which such Transferred Employee would have been entitled to coverage under the corresponding Seller Plan in which such Transferred Employee participated immediately prior to the Closing Date. The Buyers shall take commercially reasonable steps to provide that, if permitted under the terms of the applicable Buyer Plan, any such Transferred Employees who are employed by a Foreign Subsidiary shall be given credit under such Buyer Plans for co-payments made, and deductibles satisfied, prior to the Closing Date in the plan year in which the Closing Date occurs.

(d)      Schedule 7.5(d) sets forth each Business Employee’s accrued vacation time and sick leave time as of the date hereof. The Buyers shall credit to each Transferred Employee, following the Closing Date, such amount of accrued vacation time and sick leave time as such Transferred Employee would have been permitted to accrue pursuant to the terms and conditions of the applicable Buyer Plan, and from and after the closing each Transferred Employee shall be subject to the Buyers’ policies and procedures regarding vacation time and sick leave time as in effect from time to time.

(e)      From and after the Closing Date, the Buyers shall indemnify and hold harmless the Sellers, their Affiliates and their respective officers, directors, employees, shareholders, partners, and members from and against any and all Losses relating to or arising out of the employment or service, or termination of employment or service, with any of the Sellers or their Affiliates (including, without limitation, as a result of the Transactions or as a result of declining an offer pursuant to Section 7.5(a) ), of any Business Employee or former employee of the Business located in the United States, whether or not such Person becomes a Transferred Employee, including any COBRA costs pursuant to Section 7.5(f) below and any costs as a result of declining an offer pursuant to Section 7.5(a) , but excluding, for the avoidance of doubt, any Excluded Liabilities (including Liabilities described in Section 2.12.1(f)(vi) ).

(f)      The Sellers shall offer continuation coverage pursuant to COBRA to all employees or former employees (including Transferred Employees and other Business Employees), and beneficiaries of such employees, of the Sellers and their Affiliates who are “M&A qualified beneficiaries” (as such term is defined in Q&A 4 of Treasury Regulation Section 54.4980B-9) as a result of the Transactions and the Sellers shall continue offering such coverage to such Persons for as long as such Persons are eligible to receive such continuation coverage under COBRA.

(g)      This Section 7.5 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 7.5 , express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.5 . Nothing contained here, express or implied, shall be construed to establish, amend or modify any Benefit Plan. The Parties acknowledge and

agree that the terms set forth in this Section 7.5 shall not create any right in any employee or any other Person to any continued employment with the Sellers, the Buyers or any of their respective Affiliates (including the Foreign Subsidiaries) or compensation or benefits of any nature or kind whatsoever.

7.6      Escrow Agreement . On or prior to the Closing Date, Seller Parent, US Buyer and Citibank N.A. (the “ Escrow Agent ”) shall enter into an escrow agreement in respect of the Adjustment Escrow Amount and the Indemnity Escrow Amount, substantially in the form attached hereto as Exhibit F (the “ Escrow Agreement ”).

7.7      Tax Matters.

(a)      Tax Return Preparation .

(i)      The Buyers will prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns of the Foreign Subsidiaries or that relate to Purchased Assets that are filed after the Closing Date. With respect to any such Tax Returns for a Pre-Closing Taxable Period ending on or before the Closing Date or a Straddle Period (“ Pre-Closing Tax Returns ” and “ Straddle Returns, ” respectively), all such Tax Returns shall be prepared in accordance with past practice, except as required by applicable Law. The Buyers shall provide Seller Parent with a copy of completed Pre-Closing Tax Returns and Straddle Returns and a statement setting forth the amount of Tax shown on any such Tax Return that is allocable to a Pre-Closing Taxable Period (including the portion of the Straddle Period ending on the Closing Date, as determined under Section 7.7(c) hereof), as applicable, together with appropriate supporting information and schedules, at least thirty (30) days (in the case of a Tax Return for Income Taxes) or ten (10) days (in the case of other Tax Returns) prior to the due date (including any extension thereof) for the filing of such Tax Return, and Seller Parent shall have the right to review and comment on such Pre-Closing Tax Return or Straddle Return and statement within fifteen (15) days of receipt (or within five (5) days of receipt in the case Tax Returns that do not relate to Income Taxes). The Buyers and Seller Parent shall attempt to resolve in good faith any disputes with respect to any Pre-Closing Tax Returns and Straddle Returns. If the parties are unable to resolve a dispute within a five (5)-day period, the parties shall submit such dispute to the Independent Accountant, with such resolution being final and binding on the parties. The cost of such Independent Accountant shall be borne by the Buyers and the Seller Parties in the same manner as described in Section 2.3(c) . The Seller Parties shall pay to the Buyers the amount of Taxes shown to be due and payable on such Pre Closing Tax Returns or the amount of Taxes shown to be due and payable on such Straddle Returns that is allocable to the portion of the Straddle Period ending on the Closing Date, as applicable, to the extent that such Taxes have not previously been taken into account as Current Liabilities in determining Closing Working Capital, no later than five (5) days prior to the relevant due date (taking into account extensions). The Seller Parties, on the one hand, and the Buyer, on the other hand, shall each bear fifty percent (50%) of the cost and expense for the preparation and filing of any Pre-Closing Tax Return.

(ii)      Notwithstanding the provisions of clause (i) above, the Seller Parties shall be responsible for filing the (A) UK corporation tax returns (including any claims, elections or other filings give effect to a surrender or transfer of losses or other amounts eligible for group relief in accordance with Part 5 of the UK Corporation Tax Act 2010) (“ UK CT Returns ”) of any Foreign Subsidiary that is resident for UK tax purposes in the UK for the Pre-Closing Taxable Period that ends on the Closing Date; and (B) Australian Tax Returns (“ Australian Tax Returns ”) of any Foreign Subsidiary that is resident of Australia for income tax purposes in Australia for the Pre-Closing Taxable Period that ends on the Closing Date . The Seller Parties shall provide the Buyers with a copy of the completed UK CT Returns and Australian Tax Returns and a statement setting forth the amount of Tax shown on any such Tax Return that is allocable to a Post-Closing Taxable Period (including the portion of the Straddle Period beginning on the day after the Closing Date, as determined under Section 7.7(c) hereof), as applicable, together with appropriate supporting information and schedules, at least thirty (30) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and the Buyers shall have the right to review and comment on such UK CT Returns or Australian Tax Returns, as applicable, within fifteen (15) days of receipt.  The Seller Parties and the Buyers shall attempt to resolve in good faith any disputes with respect to any UK CT Returns or Australian Tax Returns, as applicable.  If the parties are unable to resolve a dispute within a five (5)-day period, the parties shall submit such dispute to the Independent Accountant, with such resolution being final and binding on the parties.  The cost of such Independent Accountant shall be borne by the Buyers and the Seller Parties in the same manner as described in Section 2.3(c) .

(b)      Intentionally Omitted .

(c)      Straddle Periods . For purposes of this Agreement, in the case of any taxable year or period that begins on or before and ends after the Closing Date (a “ Straddle Period ”), the amount of (i) any Income Taxes, sales Taxes, or other transaction-based Taxes of the Foreign Subsidiaries or attributable to the ownership or operation of the Purchased Assets or the Business, as applicable, allocable to the Pre-Closing Taxable Period shall be computed as if such taxable year or period (and the taxable year or period of any entity in which the Sellers or the Foreign Subsidiaries, as applicable, owns a direct or indirect interest) ended as of the close of business on the Closing Date, and (ii) any other Taxes of the Foreign Subsidiaries or attributable to the ownership or operation of the Purchased Assets or the Business, as applicable, for a Straddle Period allocable to the Pre-Closing Taxable Period shall be equal to the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the total number of days in such Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date, and the denominator of which is the number of days in the entire Straddle Period. In

the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.7(c) shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the past practice of the Sellers and the Foreign Subsidiaries to the extent permitted by applicable Law. The Buyers and the Seller Parties shall, to the extent permitted by applicable Law, elect with the relevant Governmental Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

(d)      For the avoidance of doubt, any degrouping or other exit Tax charges that arise to a Foreign Subsidiary as a result of or in connection with the execution of this Agreement or the completion of the Transactions shall be treated as being Taxes that arise in a Pre-Closing Taxable Period.

(e)      Without the prior written consent of the Seller Parties (not to be unreasonably withheld, conditioned or delayed), Buyers and their Affiliates shall not (i) extend or waive, or cause to be extended or waived, or permit a Foreign Subsidiary to extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency for a Pre-Closing Taxable Period, (ii) make or change any Tax election or accounting method or practice that has retroactive effect to any Pre‑Closing Taxable Period with respect to any Foreign Subsidiary, (iii) initiate any voluntary disclosure or other communication with any Governmental Authority relating to any actual or potential Tax payment or Tax Return filing obligation of any Foreign Subsidiary for any Pre-Closing Taxable Period, (iv) permit any of the Foreign Subsidiaries to amend or modify any Tax Return for any Pre-Closing Taxable Period, or (v) unless otherwise expressly required by this Agreement, take any action on the Closing Date with respect to any of the Foreign Subsidiaries outside of the ordinary course of business consistent with the past custom and practice that would result in any Liability with respect to Taxes to the Sellers under this Agreement or otherwise.

(f)      Tax Indemnification .

(i)      Without duplication of any right to recovery herein, the Seller Parties shall indemnify the Buyers and their Affiliates (including the Foreign Subsidiaries) (a “ Tax Indemnified Buyer ”) and hold them harmless from all Liability for (1) Taxes of any Foreign Subsidiary for all Pre-Closing Taxable Periods (including the portion of the Straddle Period ending on the Closing Date), (2) without duplication, Taxes imposed on a Tax Indemnified Buyer arising out of a breach of representation or warranty set forth in Section 5.16 , or a failure of any such representation or warranty to be true, or breach of a covenant or agreement set forth in this Section 7.7 , (3) without duplication, any Liability for Taxes of any member of any consolidated, combined or unitary or aggregate group of which any Foreign Subsidiary is or has been a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 (or any corresponding or similar provision of state, local or foreign Tax Law), (4) any Taxes of any other Person

imposed on any Foreign Subsidiary as a transferee or successor, by contract or otherwise, (5) any breach by the Seller Parties of the covenant set forth in Section 9.14 , (6) without duplication, the India Tax Liability, (7) any Liability resulting from the failure by the Sellers or their Affiliates to comply with any bulk sales, bulk transfer or similar Laws with respect to the operation of the Business during any Pre-Closing Taxable Period (but specifically excluding any such Liability relating to the Transactions), (8) without duplication, any Taxes that are Excluded Liabilities, (9) without duplication, any Taxes resulting from any Affiliate Liability described in Section 7.3, including any Taxes attributable to the actions or arrangements effecting the transfer, extinguishment or termination of any Affiliate Liability as contemplated by Section 7.3, whether such actions or arrangements are undertaken prior to, on, or subsequent to, the Closing Date, but not including Taxes resulting from such actions or arrangements taken by the Buyers or their Affiliates which are not pursuant to a written request of, or consent by, a Seller Party or other Wilton Company, which consent shall not be unreasonably withheld, (10) without duplication, any taxes that are the responsibility of the Sellers pursuant to Section 2.4 , and (11) all Liability for reasonable legal fees and expenses attributable to any item in clauses (1) through (10) of this paragraph (f); in each case, in excess of the amount of the Liability for Taxes that was included as a Current Liability in Closing Working Capital. Indemnification pursuant to this Section 7.7(f) shall be subject to the limitations set forth in Sections 8.3 , 8.6 and 8.7 which are, by their terms, applicable to this Section 7.7(f) , but shall not, for the avoidance of doubt, be subject to any other limitations set forth in Article 8 .

(ii)      Without duplication of any right to recovery herein, the Buyers shall indemnify the Seller Parties and their Affiliates (a “ Tax Indemnified Seller ”) and hold them harmless from all Liability for (1) Taxes of the Foreign Subsidiaries for all Post-Closing Taxable Periods (including the portion of the Straddle Period beginning after the Closing Date) other than with respect to a breach of any representation or warranty set forth in Sections 5. 16(i) , 5.16(k) or 5.16(l) , or any claim arising under Sections 7.7(f)(i)(3) , 7.7(f)(i)(4) , 7.7(f)(i)(6) , 7.7(f)(i)(8) , 7.7(f)(i)(9) , or 7.7(f)(i)(10) , (2) any Taxes that are Assumed Liabilities, (3) without duplication, Taxes imposed on a Tax Indemnified Seller arising out of a breach of a covenants or agreement set forth in this Section 7.7 , (4) any breach by the Buyers of the covenant set forth in Section 9.14 , and (5) all Liability for reasonable legal fees and expenses attributable to any item in clauses (1) through (4) of this paragraph (f)(ii). Indemnification pursuant to this Section 7.7(f)(ii) shall be subject to the limitations set forth in Sections 8.3 , 8.6 and 8.7 but shall not, for the avoidance of doubt, be subject to any other limitations set forth in Article 8.

(g)      Notwithstanding anything to the contrary contained in this Agreement, a Foreign Buyer may make an election under Section 338(g) of the Code (and any corresponding elections under state, local or foreign Tax Law) (collectively, the “ Section 338(g) Elections ”) with respect to the purchase of the Foreign Securities pursuant to this Agreement; provided , that¸ the Buyers shall indemnify each Seller Party for any Incremental Section 338 Liability incurred by such Seller Party as a result of such election.

(h)      Tax Allocation Matters .

(i)      The parties hereto agree to allocate the Estimated Purchase Price and the Assumed Liabilities (and any Liabilities considered assumed by the Buyers treated as purchase consideration for Tax purposes) as among the Sellers and (1) as apportioned between the Purchased Assets, on the one hand, and the Foreign Securities, on the other, with (2) the amount so apportioned to the Foreign Securities further allocated among the Foreign Subsidiaries, as set forth in Exhibit G (the “ Seller Level Allocation ”).

(ii)      Furthermore, the parties hereto also acknowledge and agree that Estimated Purchase Price and the Assumed Liabilities (and any Liabilities considered assumed by the Buyers treated as purchase consideration for Tax purposes) allocated to the Purchased Assets on Exhibit G shall be further allocated among such Purchased Assets, for the purposes of determining the Tax consequences of the transactions contemplated by this Agreement (including the application of Sections 1001 and 1060 of the Code to such transactions) as determined jointly by the Buyers and the Selling Parent as provided in this Section 7.7(h) (the “ Asset Allocation ”). The Asset Allocation shall be prepared in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder as determined pursuant to the following procedures. The Buyers shall prepare and deliver the Asset Allocation to Seller Parent within one hundred twenty (120) days after the Closing Date. The Buyers shall permit Seller Parent thirty (30) days to review and comment on such draft Asset Allocation and the Buyers shall consider in good faith such revisions to such draft Asset Allocation as are reasonably requested by Seller Parent within such thirty (30) day period, with any failure by Seller Parent to provide comments during this time period being considered consent to such Asset Allocation prepared by the Buyers. If the Buyers and Seller Parent cannot reach agreement on a final Asset Allocation, the matter shall be resolved by the Independent Accountant in accordance with the dispute resolution procedures set forth in Section 2.3(c) . Any subsequent adjustments to the purchase consideration for tax purposes shall be reflected in amendments to the Asset Allocation prepared by the Buyers and submitted to Seller Parent subject to the review, comment and dispute resolution procedures set forth in the prior sentences of this Section 7.7(h)(ii) . The Buyers and the Seller Parties shall file all Tax Returns (including IRS Form 8594) in a manner consistent with the Seller Level Allocation and the Asset Allocation (as finalized), and will not take any position contrary thereto unless otherwise required by applicable Law. If any Governmental Authority disputes the Tax treatment pertaining to the Seller Level Allocation or the Asset Allocation, the party receiving notice of the dispute shall promptly notify the other party of such dispute and the parties shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of such allocation.

(iii)      In the event that Foreign Buyers elect to make the Section 338(g) Elections with respect to the purchase of the Foreign Securities pursuant to this Agreement, the Buyers shall provide to Seller Parent, no later than sixty (60) days prior to the due date for filing the Section 338 Elections, a schedule that provides for the allocation

of the “aggregate deemed sale price” (as defined in Treasury Regulations Section 1.338-4) among the assets of each of the Foreign Subsidiaries, which allocation schedule shall be consistent with the Seller Level Allocation and in accordance with Section 338 of the Code and applicable Treasury Regulations thereunder or comparable provisions of state or local Law as determined pursuant to the following procedures (such schedule, the “ Section 338 Allocation ”). The Buyers shall permit Seller Parent thirty (30) days to review and comment on such draft Section 338 Allocation and the Buyers shall consider in good faith such revisions to such draft Section 338 Allocation as are reasonably requested by Seller Parent within such thirty (30) day period, with any failure by Seller Parent to provide comments during this time period being considered consent to such Section 338 Allocation prepared by the Buyers. If the Buyers and Seller Parent cannot reach agreement on a final Section 338 Allocation, the matter shall be resolved by the Independent Accountant in accordance with the dispute resolution procedures set forth in Section 2.3(c) . Any subsequent adjustments to the purchase consideration for tax purposes shall be reflected in amendments to the Section 338 Allocation prepared by the Buyers and submitted to Seller Parent subject to the review, comment and dispute resolution procedures set forth in the prior sentences of this Section 7.7(h)(iii) . The Buyers and the Seller Parties shall file all Tax Returns (including IRS Form 8883) in a manner consistent with the Section 338 Allocation (as finalized), and will not take any position contrary thereto unless otherwise required by applicable Law. If any Governmental Authority disputes the Tax treatment pertaining to the Section 338 Allocation, the party receiving notice of the dispute shall promptly notify the other party of such dispute and the parties shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of such allocation.

(i)      Cooperation on Tax Matters .

(i)      The Seller Parties and the Buyers agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Purchased Assets, the Business and the Foreign Subsidiaries as is reasonably requested for the filing of any Tax Returns and the preparation, prosecution, defense or conduct of any Tax Contest. The Seller Parties and the Buyers shall reasonably cooperate with each other in the conduct of any Tax Contest or other proceeding involving or otherwise relating to the Purchased Assets, the Business or the Foreign Subsidiaries (or their income or assets) with respect to any Tax and each shall execute and deliver such powers of attorney and other documents as are reasonably necessary to carry out the intent of this Section 7.7(i) .

(ii)      Each of the Seller Parties, the Buyers, each Foreign Subsidiary shall (A) use its best efforts to properly retain and maintain the Tax and accounting records relating to the Purchased Assets and of the Foreign Subsidiaries that relate to Pre-Closing Taxable Periods for seven (7) years and shall thereafter provide the other party with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (B) transfer such records to the other party upon its written request prior to any such destruction, abandonment or disposition and (C) allow the other party and its

Affiliates and their respective agents and representatives, at times and dates reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as is reasonably necessary or appropriate; provided , however , that in all cases, such activities are to be conducted during normal business hours and at such other party’s sole expense.

(j)      Tax Contests .

(i)      The Buyers shall promptly notify the Seller Parties in writing upon receipt by any Foreign Subsidiary of any written notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments which reasonably might affect the Tax Liabilities of the Seller Parties or any Foreign Subsidiary for a Pre-Closing Taxable Period (“ Tax Contest ”), provided that failure to provide notice of a Tax Contest shall not relieve the Seller Parties of their obligations pursuant to this Agreement, except to the extent the Seller Parties were materially prejudiced by such failure.

(ii)      The Buyers and their Affiliates shall afford the Seller Parties, at the Seller Parties’ expense, the right to control a Tax Contest if such Tax Contest relates to Taxes for a Pre-Closing Taxable Period (other than a Straddle Period); provided , that the Seller Parties shall consult in good faith with the Buyers regarding any such Tax Contest.  In the event that the Seller Parties do not assume control of any such Tax Contest, the Buyers may assume control of such Tax Contest; provided , that the Buyers shall keep the Seller Parties reasonably informed of the details and status of such Tax Contest (including providing the Seller Parties with copies of all written correspondence regarding such Tax Contest). Neither the Buyers nor the Seller Parties shall settle, compromise or concede any such Tax Contest without the written consent of the other, which such written consent shall not be unreasonably withheld, delayed or conditioned.

(iii)      In the case of a Tax Contest that relates to any Straddle Period, the Buyers shall control such Tax Contest; provided , that the Buyers shall keep the Seller Parties reasonably informed with respect to such Tax Contest, and the Seller Parties shall have the right to attend or participate in any such Tax Contest at the Seller Parties’ expense.  The Buyers shall not settle, compromise or concede any such Tax Contest without the written consent of the Seller Parties, which written consent shall not be unreasonably withheld, delayed or conditioned.

(k)      Tax Refunds . Any refunds or credits in lieu of refunds of Taxes paid by the Foreign Subsidiaries, or with respect to the Purchased Assets, with respect to Pre-Closing Taxable Periods, including the portion of any Straddle Period ending on the Closing Date, (including any interest in respect thereof, but excluding any refunds or credits to the extent treated as Current Assets in Closing Working Capital) that are received by the Buyers, or any Foreign Subsidiaries, but excluding any such refund or credit that arises as the result of a carryback of a loss or other Tax benefit from a Post-Closing Taxable Period (a “ Tax Refund ”) shall be property of the Seller Parties. The Buyers shall (i) in the case of a Tax Refund, pay or cause to be paid to the appropriate Seller Party any such Tax Refund within fifteen (15) days after receipt or entitlement thereto, and (ii) in the case of a credit

of Taxes, pay or cause to be paid to the appropriate Seller Party the amount of such credit within fifteen (15) days after such credit actually reduces the amount of Taxes that the Buyers would otherwise be required to pay, in each case, reduced by any Tax costs incurred by the Buyers or their Affiliates in connection with obtaining such Tax Refund or Tax credit. To the extent permitted by applicable Law, the Buyers shall not, and shall cause their Affiliates not to, carry back to any Pre-Closing Taxable Period of a Foreign Subsidiary any operating losses, net operating losses, capital losses, tax credits or similar items arising in, resulting from or generated in a Post-Closing Taxable Period.

(l)      FIRPTA Certificate . On or prior to the Closing Date, the Seller Parties shall deliver to the Buyers a certificate or certificates in compliance with Treasury Regulation Section 1.1445-2, certifying that the Transactions are exempt from withholding under Section 1445 of the Code; provided , that , notwithstanding anything in this Agreement to the contrary, the Buyers’ sole right if the Seller Parties fail to provide such certificate(s) shall be to make an appropriate withholding under Sections 897 and 1445 of the Code.

(m)      Prohibited Actions . None of the Buyers nor any of their Affiliates (including any Foreign Subsidiary) shall, without the prior written consent of Seller Parent (which may, in its sole and absolute discretion, withhold such consent) undertake, or cause to be undertaken, any action on or after the Closing Date through the end of the current taxable year of any Foreign Subsidiary that would be reasonably expected to generate an amount that is includible by any Seller Party (or any direct or indirect owner of any Seller Party) under Section 951 of the Code.

(n)      Conflicts with Article 8 . In the event of any conflict between the provisions of this Section 7.7 and the provisions set forth in Article 8 , the provisions of this Section 7.7 shall prevail.

(o)      Parachute Payments . The Sellers will (to the extent the requisite waivers described below are obtained) seek the approval by such number of stockholders of the Sellers as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all accelerated vesting, payments, benefits, options, or stock provided pursuant to agreements, contracts, or arrangements that might otherwise result from Transactions, separately or in the aggregate, in the payment of any amount or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such stockholder vote to be obtained in a manner that satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder (the “ 280G Stockholder Vote ”). In connection therewith, the Sellers shall take commercially reasonable efforts (which shall not include the payment of any additional compensation) to obtain, prior to the initiation of the 280G Stockholder Vote, a parachute payment waiver agreement from each Person whom the Sellers reasonably believe is a “disqualified individual” (within the meaning of Section 280G(c) of the Code and the Treasury Regulations promulgated thereunder), and who might otherwise have, receive or have the right or entitlement to receive any payments or benefits from the Transactions that would be subject to treatment as

parachute payments within the meaning of Section 280G of the Code. Pursuant to such parachute payment waiver agreements, each such Person shall agree to waive any and all right or entitlement to receive payments or benefits to the extent the value thereof would result in the imposition of an excise tax on such Person pursuant to Section 4999 of the Code, assuming such Person is subject to U.S. tax jurisdiction, unless the requisite stockholder approval of such payments or benefits is obtained pursuant to the 280G Stockholder Vote. The Sellers agree to provide the Buyers with the form of waiver of any payment or benefit, and the disclosure documentation relating to stockholder approval, within a reasonable period of time in advance of the execution or submission of such waiver and disclosure, and to allow the Buyers a reasonable opportunity to provide comments on such documents.

7.8      Non-Compete; Non-Solicitation

(a)      The Seller Parties will, and will cause the Wilton Companies to, refrain from, either alone or in conjunction with any other Person, and either directly or indirectly through any other Person, including any Representative of either or both of them acting on their behalf:

(i)      for a period of five (5) years from the Closing Date, employing, engaging or seeking to employ or engage any Person who is a Transferred Employee and within the prior six (6) months had been a senior management employee or key independent contractor of the Sellers or Company Subsidiaries, unless such Person (i) resigns voluntarily (without any solicitation or inducement by, from or on behalf of the Seller Parties or the Wilton Companies), or (ii) is terminated by the Buyers or any of their Affiliates (including the Foreign Subsidiaries) after the Closing Date; provided , that generalized advertisements of employment not focused on or directed in any way at employees of the Buyers or any of the Foreign Subsidiaries with respect to the Business shall not be deemed to constitute a breach of this Section 7.8(a)(i) and there shall be no restriction hereunder on employing or engaging with any restricted Person who responds to any such general advertisement;

(ii)      for a period of five (5) years from the Closing Date, participating, engaging or having an ownership interest in, directly or indirectly (other than through the ownership of five percent (5%) or less of any class of securities registered under the Securities Exchange Act of 1934), any business that competes with the Business (as such business exists on the date of this Agreement) within any geographical area globally in which the Business is engaged during such restricted period; provided , however , that the foregoing shall not apply to or in any way limit the activities or operations of the Retained Business; or

(iii)      subject to Section 7.1(a) , for a period of five (5) years from the Closing Date disclosing any confidential or proprietary information concerning the Business of the Sellers and the Company Subsidiaries (including

information concerning customers and suppliers) (the “ Confidential Information ”), except for making disclosure (w) as permitted by this Agreement, any other Transaction Document or as necessary in compliance with applicable Law, (x) to such Person’s Representatives that need to know such information, (y) to the extent requested pursuant to, or required by, applicable Law or legal process or regulatory body, subject to the obligations set forth in the immediately following sentence, or (z) in connection with any Tax Returns. In the event that either the Seller Parties or any of their Affiliates is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information in any proceeding other than a dispute between the Seller Parties and the Buyers, such Person (to the extent legally permitted to do so) shall notify the Buyers promptly of the request or requirement so that the Buyers may seek at their sole cost and expense an appropriate protective order or waive compliance with the provisions of this Section. If, in the absence of a protective order or the receipt of a waiver hereunder, either the Seller Party or such Affiliate is, upon the advice of such Person’s counsel, compelled or required to disclose any Confidential Information to any tribunal or Governmental Authority, such Person may disclose the Confidential Information to the tribunal or Governmental Authority (to the extent so required). Notwithstanding the foregoing or anything to the contrary herein, the term “Confidential Information” does not include information that (A) becomes generally available to the public other than as a result of a disclosure by a Seller Party or its Representatives or any of its Affiliates in violation or breach of this Agreement, (B) becomes available to a Seller Party or its Representatives from a source other than the Foreign Subsidiaries or the Buyers; provided , that the disclosure of such information by such source is not known by the applicable Seller Party or its Representatives to be bound by any obligation of confidentiality with respect to such information, (C) is independently developed after the Closing by or on behalf of a Seller Party or any of its Affiliates without use of or reliance on such Confidential Information or (D) is used by the Seller Parties or their Affiliates in connection with the operation of other aspects of its business following the Closing, or such information that the Seller Parties or their Affiliates possess as a result of such Person’s participation in the industry which includes the Business.

(b)      Notwithstanding the generality of the foregoing, it is hereby acknowledged and agreed by the Parties that the covenants, agreements and restrictions set forth in this Section 7.8 shall not be applicable to any acquiror of the Seller Parties or the Wilton Companies where such acquiror at the time of such acquisition is in any business that competes with the Business, or if such acquiror after the time of such acquisition engages in a business that competes with the Business as long as any such competing activity is not done directly through the Seller or the Wilton Companies.

7.9      Use of Names .

(a)      The Seller Parties shall, and shall cause their Affiliates to, use commercially reasonable efforts to: (i) from and after the Closing cease use of any Trademark contained in the Owned Intellectual Property, including any word, logo or expression comprising or containing the name “Simplicity,” “Wm Wright,” “British Trimmings,” “Wendy Cushing,” “Conso,” or any other identifier of source that is confusingly similar to, or constituting an abbreviation, derivation or extension of any of the foregoing (the “ Seller Marks ”), in each case in any commercial manner other than in order to comply with any applicable obligations under a Transaction Document, and (ii) by no later than March 31, 2018, (x) remove, or cause to be removed, all such Seller Marks from wherever they may appear on a Seller Party’s or its Affiliates’ assets, including disposal of any unused stationery and literature of the Seller Parties or their Affiliates bearing the Seller Marks, and (y) amend their organizational documents, as applicable, to change any legal or business name (including “doing business as” or “DBA”) of the Seller Parties or any of their Affiliates that contains a Seller Mark in its name to a name that does not include a Seller Mark; provided , in each case, that the Seller Parties and their Affiliates shall be permitted to use the Seller Marks as described above and to describe the transactions contemplated herein as a factual matter.

(b)      The Buyers shall, and shall cause their Affiliates to, use commercially reasonable efforts to, except with respect to inventory included in the Purchased Assets: (i) from and after the Closing cease use of any Trademark comprising or containing the name “Wilton” or any other identifier of source that is confusingly similar thereto, or constituting an abbreviation, derivation or extension thereof (the “ Wilton Marks ”), in each case in any commercial manner other than in order to comply with any applicable obligations under a Transaction Document, and (ii) by no later than March 31, 2018, (x) remove, or cause to be removed, all such Wilton Marks from wherever they may appear on a Buyer’s, a Foreign Subsidiary’s or any other Affiliate of the Buyers’ assets, including disposal of any unused stationery and literature of any such parties bearing the Wilton Marks, and (y) amend their organizational documents, as applicable, to change any legal or business name (including “doing business as” or “DBA”) of any of the Foreign Subsidiaries (including Wilton Asia Limited) or any other Affiliate of the Buyers that contains a Wilton Mark in its name to a name that does not include a Wilton Mark; provided , in each case, that the Buyers and their Affiliates shall be permitted to use the Wilton Marks as described above and to describe the transactions contemplated herein as a factual matter.

7.10      Further Assurances .

(a)      The parties hereto agree that, for a reasonable period of time following the Closing, upon the reasonable request of one party, the other applicable parties shall, without further consideration, execute, deliver, acknowledge, file and record, or cause to be executed, delivered, acknowledged, filed and recorded all such further acts, assurances, deeds, assignments, transfers, conveyances, assumption contracts and other documents, instruments and papers and take such other action as may be required (i) to sell, assign, transfer, convey and deliver to and vest in Buyers full unrestricted and unencumbered record

and beneficial right, title and ownership in and to the Purchased Assets or the Foreign Securities, (ii) to effectuate the assumption by Buyers of the Assumed Liabilities, (iii) or as otherwise may be appropriate to carry out the agreements and Transactions contemplated by the Transaction Documents upon the terms and conditions set forth herein or therein, including execution and delivery of any additional applicable IP Assignment Agreements and delivery of any documentation with respect to the SERP, the Postretirement Welfare Plan or the International Plans in the possession of the Sellers or their Affiliates.

(b)      In furtherance of the foregoing, from and after the Closing, the Seller Parties shall deliver to the Buyers, as applicable, promptly upon receipt, any cash, checks, mail, packages, notices and other similar communications it receives pertaining to the Business and the Purchased Assets, including any accounts receivable included in the Purchased Assets, relating to the period following Closing and the contracts constituting Purchased Assets (but, for the avoidance of doubt, excluding the Excluded Assets), and any other matter properly belonging to the Buyers as a result of the Transactions, this Agreement or the other Transaction Documents. From and after the Closing, the Buyers shall deliver to the Seller Parties, promptly after receipt, any cash, checks, mail, packages, notices and other similar communications it receives pertaining to the Excluded Assets or Excluded Liabilities and any other matter properly belonging to the Seller Parties after the Transactions. The Seller Parties shall endorse in favor of the Buyers any checks or other instruments of payment payable to the Seller Parties but acquired by the Buyers hereunder, and the Buyers shall endorse in favor of the Seller Parties any checks or other instruments of payment payable to the Buyers but retained by the Seller Parties hereunder. The Seller Parties shall promptly provide notice to the Buyers of any significant telephone calls and promptly forward to the Buyers any communications that the Seller Parties receive in respect of the Purchased Assets or the Business, and the Buyers shall provide notice to the Seller Parties of any significant telephone calls and promptly forward to the Seller Parties any communications that the Buyers receive in respect of the Excluded Liabilities of the Seller Parties or the Excluded Assets held by the Sellers.

(c)      Nothing in this Agreement nor the consummation of the Transactions shall be construed as an attempt or agreement to assign any Purchased Asset, including any contract, Permit, certificate, approval, authorization or other right, that by its terms or by Law is nonassignable without the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (“ Nonassignable Assets ”) unless and until such consent shall have been obtained. The Seller Parties shall, and shall cause their Affiliates to, use their commercially reasonable efforts to cooperate with Buyers, at Buyers’ reasonable request and at Buyers’ sole cost and expense with respect to all relevant reasonable and documented out-of-pocket costs and expenses, in endeavoring to obtain such consents after Closing; provided , that the Sellers shall not be required to commence or threaten to commence any litigation in the course of such efforts. Unless and until any such consent that may be required is obtained or legal requirement satisfied, the Sellers shall use commercially reasonable effort to establish an arrangement reasonably satisfactory to the Buyers under which the Buyers would obtain the claims, rights and benefits

and assume the corresponding Liabilities and obligations under such Nonassignable Asset (including by means of any subcontracting, sublicensing or subleasing arrangement) or under which the Sellers would enforce for the benefit of the Buyers, with the Buyers assuming and agreeing to pay the Sellers’ obligations, any and all claims, rights and benefits of the Sellers against a third party thereto. As of and from the Closing Date, each Seller Party, on behalf of itself and its Affiliates, authorizes the Buyers, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at the Buyers’ sole cost and expense, to perform all the obligations and receive all the benefits of the Sellers under the Nonassignable Assets. If and when the applicable consents, the absence of which caused the deferral of transfer of any Nonassignable Asset pursuant to this Section 7.10(c) , are obtained, the transfer of the applicable Nonassignable Asset to Buyers shall automatically and without further action or consideration be effected in accordance with the terms of this Agreement. A Nonassignable Asset shall also have been deemed to be effectively transferred to Buyers if such Nonassignable Asset is a contract that has been replaced or superseded by a new contract between any Buyer and the counterparty to such contract that constituted a Nonassignable Asset on substantially the same terms and conditions as such contract constituting a Nonassignable Asset.

7.11      Shared Contracts . The Buyers and the Sellers expressly agree and acknowledge that the Shared Contracts shall be Excluded Assets and shall not be assigned by any Seller to any Buyer. With respect to any Shared Contract, the Sellers shall cooperate, at the sole cost and expense of the Buyers, with the Buyers in any reasonable manner in connection with the Buyers’ efforts to obtain the agreement of the other party or parties to any such Shared Contract to enter into a separate agreement with a Buyer with respect to the matters covered by such Shared Contract as they relate to the Business; provided , however , that such cooperation shall not require any Seller or any of its Affiliates to expend money, commence any legal action, suit or proceeding or offer or grant any accommodation (financial or otherwise) to any third party. The Buyers agree that none of the Sellers or their Affiliates shall have any Liability whatsoever to the Buyers or any of their Affiliates arising out of or relating to the failure to obtain any such separate agreement. The Buyers further agree that no representation, warranty, covenant or agreement of any Seller contained herein shall be breached or deemed breached as a result of the failure to obtain any such separate agreement.

7.12      Record Title of Registered Intellectual Property . The Seller Parties shall, at their sole expense, as promptly as practicable and in any event within thirty (30) days following the Closing, take all actions necessary to fully update the record title for each item of Registered IP such that record title for each item of Registered IP identifies the owner as the applicable Seller or Foreign Subsidiary; provided , that, for the avoidance of doubt, the Seller Parties shall not be deemed in breach of this Section 7.12 if the Seller Parties have taken all such necessary actions with respect to each item of Registered IP within thirty (30) days following Closing and any necessary Governmental Authority approval or other action by a Governmental Authority with respect to the updating of the

record title for each such item of Registered IP remains pending after such thirty (30) day period.

7.13      Replacement and Support for Lease Guarantees . The Buyers shall and shall cause their Affiliates to use commercially reasonable efforts to procure the full release of any Wilton Company of any surviving obligations under the Leases, such that each Seller Party and the applicable Wilton Company shall be released and have no further Liability (primary, secondary, contingent or otherwise) under such Leases from and after the Closing Date.  The Buyers acknowledge and agree that such commercially reasonable efforts include, but are not limited to, offering the applicable landlord reasonable credit support to secure any such release.  Until such time as the applicable Wilton Company is released from its obligations and Liabilities under a Lease, each Buyer hereby agrees that it will not and it will cause its Affiliates not to, for so long as such guaranty remains in force and effect, amend, modify, renew or extend the applicable Lease in a manner that increases or extends the applicable Wilton Company’s guaranty thereunder.

7.14      Replacement of Credit Support Obligations . From and after Closing, the Buyers shall use commercially reasonable efforts to replace the non-cash credit support obligations (including, without limitation, letters of credit) provided with respect to the Leases (the “ Non-Cash Credit Support Obligations ”). The Buyers shall use commercially reasonable efforts to procure that the applicable Seller or the applicable Affiliate (other than the Foreign Subsidiaries) (any such Person, including a Seller, a “ Non-Company Affiliate ”) and, where applicable, their sureties or letter of credit issuers, are fully and unconditionally released from their respective obligations under the Non-Cash Credit Support Obligations, which releases shall be in form and substance reasonably satisfactory to Seller, and in the case of any letters of credit, shall include the return to any Non-Company Affiliate of the original of such letter of credit. Unless and until such time as Buyers have obtained the release of a Non-Company Affiliate from any Non-Cash Credit Support Obligations and the return of such letters of credit (each such Non-Cash Credit Support Obligation, until such time as such Non-Cash Credit Support Obligation is released in accordance with this Section 7.14 , a “ Continuing Support Obligation ”), then, from and after the Closing: (i) the Buyers shall deliver to the Sellers at Closing, and maintain at all times until the release of such Continuing Support Obligation in accordance with this Section 7.14 , either (A) cash, (B) a letter of credit reasonably satisfactory to Sellers from a bank reasonably acceptable to Sellers or (C) a guarantee from a creditworthy Person reasonably satisfactory to Sellers, in either case in an amount equal to the maximum amount of the applicable Non-Company Affiliate’s Liability in respect of such Continuing Support Obligation, which cash deposit, letter of credit or guarantee shall be released when such Continuing Support Obligation is released or expires by its terms; (ii) Buyers shall indemnify, defend and hold each Non-Company Affiliate harmless from and against any Losses incurred with respect to such Non-Cash Credit Support Obligations after Closing; (iii) Buyers shall not amend, modify, renew or extend any of the underlying Contracts with respect to (or requiring) such Continuing

Support Obligations in any manner that increases or extends any Non-Company Affiliate’s exposure thereunder; and (iv) Sellers shall have no obligation to amend, modify or extend any letter of credit which remains in place after Closing (and may cause the termination of any “evergreen” letters of credit prior to the automatic renewal thereof).

7.15      Specified Litigation Matter Letter of Credit .

(a)      Seller Parent shall, or shall cause a Wilton Company to, within thirty (30) days following the Closing Date, procure and deliver, at the sole cost and expense of Seller Parent, to and in the name of US Buyer, an irrevocable standby letter of credit having a face amount equal to $1,000,000.00 and issued by either (x) Wells Fargo Bank, National Association, under the ABL Credit Agreement referenced in the Credit Facilities, or (y) a U.S. financial institution (or a U.S. branch of a foreign bank) having a senior unsecured debt rating by S&P of not less than “A-” and by Moody’s of not less than “A3” (such letter of credit, including any replacement letter of credit contemplated hereby, the “ Letter of Credit ”) to support the indemnification obligations of the Seller Parties solely with respect to the Excluded Liability set forth under item 3 on Schedule 2.1(f)(v) (the “ Specified Litigation Matter ”). Seller Parent shall, or shall cause a Wilton Company to, cause the Letter of Credit to remain in full force and effect until, and the Letter of Credit will be immediately returned to Seller Parent upon, the earlier of (the “ LC Stated Maturity Date ”): (i) the settlement by all of the applicable parties thereto of the Specified Litigation Matter, which settlement resolves such matter in its entirety and does not require any admission or acknowledgement of, or impose, any Liability or fault of or on US Buyer or any of its Affiliates and (ii) a final non-appealable judgment in favor of the relevant Seller Parties and their Affiliates in the Specified Litigation Matter, which final judgment and resolution is as to such matter in its entirety and does not require any admission or acknowledgement of, or impose, any Liability or fault of or on US Buyer or any of its Affiliates. US Buyer shall, within five (5) Business Days after being notified by Seller Parent that the LC Stated Maturity Date has occurred, which notice shall, in the case of an LC Stated Maturity Date described in clause (i) or (ii) above contain a reasonably detailed description of the events causing the LC Stated Maturity Date, return the Letter of Credit to Seller Parent for delivery to and cancellation by the applicable issuing bank, and US Buyer hereby covenants and agrees that it will not and will not permit any of its Affiliates to draw on the Letter of Credit at any time following receipt of such notice and prior to delivery of the Letter of Credit pursuant to this Section 7.15 .

(b)      US Buyer shall have the right, prior to the LC Stated Maturity Date, to immediately draw upon the Letter of Credit at such time as is necessary to satisfy any indemnification obligation of the Seller Parties due and owing and relating to any Loss suffered by US Buyer in connection with the Specified Litigation Matter. Any such Loss shall be deemed for the purposes of this Section 7.15 to consist of the amounts of the unsatisfied indemnification obligation due and owing, including without limitation the fees and expenses, including those of counsel, relating to the Specified litigation Matter. US Buyer shall be entitled to effect such draw by (i) with respect to any judgment or settlement

related to the Specified Litigation Matter paid by US Buyer in compliance with Article 8 of this Agreement, certifying that US Buyer paid a judgment or settlement related to the Specified Litigation Matter in compliance with Article 8 of this Agreement and (ii) with respect to fees and expenses, certifying that US Buyer incurred such amount and such amount constitutes indemnifiable Losses for purposes of Article 8 of this Agreement.

(c)      Notwithstanding anything to the contrary herein, Seller Parent shall be permitted at any time prior to the LC Stated Maturity Date to provide to US Buyer a substitute letter of credit (i) containing a face amount equal to $1,000,000.00, less such amounts previously drawn on the Letter of Credit pursuant to this Section 7.15 and the terms and conditions of the Letter of Credit to satisfy a relevant payment obligation of the Seller Parties as of such replacement date, and (ii) otherwise on substantially identical terms to the Letter of Credit, which substitute letter of credit will be issued by a U.S. financial institution (or a U.S. branch of a foreign bank) having a senior unsecured debt rating by S&P of not less than “A-” and by Moody’s of not less than “A3”. Upon issuance of any such substitute letter of credit, the Letter of Credit shall be promptly returned to Seller Parent for delivery to and cancellation by the applicable issuing bank. Notwithstanding anything to the contrary herein, including anything in Section 7.14 hereof, until such time as the Letter of Credit is issued to US Buyer, (A) the Buyers shall have no obligation under this Agreement to cause the replacement of the Non-Cash Credit Support Obligations of the relevant Seller Parties and their Affiliates for the Lease for the property located at 1411 Broadway, New York, NY; provided , however , that for the avoidance of doubt, upon issuance and delivery of the Letter of Credit the replacement obligations of the Buyers with respect to the Non-Cash Credit Support Obligations of the aforementioned Lease in New York, NY shall be immediately reinstated in accordance with the terms and conditions of Section 7.14 and (B) Seller Parent shall cause any letter of credit currently in place in connection with such Non-Cash Credit Support Obligations to be maintained in effect.

(d)      The parties hereto acknowledge and agree that Seller Parent may, at any time prior to the LC Stated Maturity Date, either provide (i) a cash escrow deposit with an escrow agent, as creditworthy as the Escrow Agent, reasonably satisfactory to US Buyer or (ii) a guarantee from a creditworthy Person reasonably satisfactory to US Buyer, in either case in to support the obligations subject to the Letter of Credit and in an amount equal to $1,000,000 less such amounts previously drawn on the Letter of Credit pursuant to this Section 7.15 and the terms and conditions of the Letter of Credit to satisfy a relevant payment obligation of the Seller Parties as of such replacement date, which cash escrow deposit or guarantee shall be held in lieu of the Letter of Credit pursuant to this Section 7.15 and shall be released in full upon the LC Stated Maturity Date in accordance with the terms and conditions of this Section 7.15 . Upon delivery of any such replacement cash escrow deposit or guarantee, the Letter of Credit shall be promptly returned to Seller Parent for delivery to and cancellation by the applicable issuing bank, and US Buyer hereby covenants and agrees that it will not and will not permit any of its Affiliates to draw on the Letter of Credit at any time following procurement of any such replacement cash escrow deposit or guarantee and prior to delivery of the Letter of Credit pursuant to this Section 7.15 .

ARTICLE 8     

INDEMNIFICATION

8.1      Survival . Each of the representations and warranties of Seller Parent contained in Article 4 or any certificate delivered pursuant hereto to the extent related to such representations and warranties (together, the “ Seller Parent Representations ”), of the Sellers contained in Article 5 or any certificate delivered pursuant hereto to the extent related to such representations and warranties (together, the “ Sellers Representations ”), of the relevant Seller contained in the India Share Transfer Agreement or any certificate delivered pursuant thereto to the extent related to such representations and warranties (together, the “ India Seller Representations ”), of the Buyers contained in Article 6 or any certificate delivered pursuant hereto to the extent related to such representations and warranties (together, the “ Buyer Representations ”), and of the relevant Buyer contained in the India Share Transfer Agreement or any certificate delivered pursuant thereto to the extent related to such representations and warranties (the “ India Buyer Representations ”), in each case shall survive the Closing and continue in full force and effect until 11:59 pm (Eastern Time) on the date that is eighteen (18) months following the Closing Date (the “ Cut-Off Date ”); provided , that, (a) each of the covenants and agreements contained herein requiring performance after the Closing Date shall survive in accordance with their terms and (b) the Fundamental Representations and the representations and warranties set forth in Section 5.16 (Tax) shall survive until the fifth (5th) anniversary of the Closing Date. If any Claims Notice is given in good faith in accordance with the terms of Section 8.4(b) on or prior to the Cut-Off Date in respect of a breach of the Seller Parent Representations, the Sellers Representations, the India Seller Representations, the Buyers Representations, the India Buyer Representations or the covenants and agreements of the parties set forth in this Agreement, then the claims set forth in such Claims Notice in accordance with Section 8.4(b) shall survive until such time as each such claim is finally resolved.

8.2      Indemnification by the Seller; Indemnification by the Buyer .

(a)      Subject to the limitations set forth herein, from and after the Closing Date, the Seller Parties shall, jointly and severally, indemnify and hold harmless the Buyers, their Affiliates and their respective officers, directors, employees, shareholders, partners, and members (each, a “ Buyer Indemnitee ”) from and against any and all losses, Liabilities, expenses, Actions (including reasonable expenses incurred in connection therewith), taxes, penalties and damages (collectively, “ Losses ”) arising from, or in connection with, (i) any failure of any of the Seller Parent Representations made by Seller Parent to be true and correct as of the date of this Agreement (except to the extent that such Seller Parent Representation speaks only as of a particular date, in which case, as of such date), (i) any failure of any of the Sellers Representations made by the Sellers to be true and correct as of the date of this Agreement (except to the extent that such Sellers Representation speaks only as of a particular date, in which case, as of such date), (i) any failure of any of the India Seller Representations made by the relevant Seller to be true and correct as of the date of the India Share Transfer Agreement (except to the extent that such India Seller

Representation speaks only as of a particular date, in which case, as of such date) or any breach of any covenant or agreement made by the relevant Seller under the India Share Transfer Agreement, (iv) any breach of any covenant or agreement made hereunder by the Seller Parties (the “ Seller Covenants ”), (v) the Excluded Liabilities, and (vi) any Losses arising out of the matters set forth on Schedule 8.2(a)(vi) (the “ Environmental Liability ”). Notwithstanding the foregoing, the Buyer Indemnitees shall be entitled to indemnification for Losses relating to Taxes only as provided in Section 7.7(f) .

(b)      Subject to the limitations set forth herein, the Buyers shall, jointly and severally, indemnify and hold harmless the Seller Parties, their Affiliates and their respective officers, directors, employees, shareholders, partners and members (each, a “ Seller Indemnitee ,” and together with the Buyer Indemnitees, the “ Indemnitees ” and each an “ Indemnitee ”), from and against any Losses arising from or in connection with (i) failure of any of the Buyers Representations to be true and correct as of the date of this Agreement (except to the extent that such Buyers Representation speaks only as of a particular date, in which case, as of such date), (ii) failure of any of the India Buyer Representations to be true and correct as of the date of the India Share Transfer Agreement (except to the extent that such India Buyer Representation speaks only as of a particular date, in which case, as of such date), (iii) any breach of any covenant or agreement made hereunder by the Buyers (the “ Buyer Covenants ”), and (iv) the Assumed Liabilities.

8.3      Limitations on Indemnification .

(a)      Notwithstanding anything in this Agreement to the contrary and subject to Section 8.6 , (i) in no event shall the cumulative indemnification obligations of the Seller Parties under Section 8.2(a) exceed an aggregate amount equal to the Indemnity Escrow Amount (the “ Cap ”), and (ii) in no event shall the cumulative indemnification obligations of the Buyers under Section 8.2(b) exceed an aggregate amount equal to the Cap; provided , that, in the case of claims based on Fraud, breach of a Fundamental Representation (other than Section 5.19 (Employees and Employee Benefit Plans) or Section 5.20 (Labor Relations)), Excluded Liabilities, breach of any Seller Covenant, Section 7.7(f) (except for this purposes, Section 7.7(f)(i)(2) ), or the Environmental Liability, in the case of the Seller Parties, or any Assumed Liability or breach of any Buyer Covenant, in the case of the Buyers, the cumulative indemnification obligations of the Seller Parties under Section 8.2(a) , on the one hand, or the Buyers under Section 8.2(b) , on the other hand, shall in no event in the aggregate exceed the Closing Purchase Price (the “ Proceeds Cap ”) and, in each case, the Cap and Proceeds Cap, as applicable to each party hereto, shall be reduced from time to time to reflect payments for indemnification with respect to Buyers, on the one hand, and Sellers, on the other hand.

(b)      Notwithstanding anything in this Agreement to the contrary, and subject to Section 8.6 , other than in connection with any claims based on (i) Fraud, (ii) breach of any Seller Covenant, (iii) breach of any Fundamental Representation (other than Section 5.19 (Employees and Employee Benefit Plans) or Section 5.20 (Labor Relations)), or (iv) Section 7.7(f) or breach of any representation or warranty with respect to Taxes in

Section 5.16 , (v) the Environmental Liability, or (vi) the Specified Litigation Matter, no indemnification claims for Losses shall be asserted by the Buyer Indemnitees under Article 8 unless (x) any individual Loss or group or series of related Losses under Article 8 exceeds $50,000.00, and (y) the aggregate amount of Losses that would otherwise be payable under Section 8.2(a) exceeds $640,000.00 (the “ Deductible ”), whereupon the Buyer Indemnitees shall be entitled to receive any amounts for Losses in excess of the Deductible up to the Cap or Proceeds Cap, as applicable.

(c)      No party hereto shall be obligated to indemnify any other Person for (i) any representation, warranty, covenant or condition specifically waived in writing by the other party on or prior to the Closing, (ii) any Losses with respect to any matter if such matter was included in the calculation of the adjustment to the Estimated Purchase Price pursuant to Section 2.3 (to the extent so included) and (iii) any Losses for which a Claims Notice was not duly delivered prior to the Cut-Off Date, as applicable.

(d)      Notwithstanding anything in this Agreement to the contrary, for the avoidance of doubt, the limitations, if any, on the Buyers’ right to recover under the R&W Insurance Policy shall be solely as set forth therein and nothing in this Agreement shall impact the Buyers’ right to recover under the R&W Insurance Policy.

8.4      Indemnification Claim Process .

(a)      All claims for indemnification by either a Seller Indemnitee or Buyer Indemnitee under this Article 8 shall be asserted and resolved in accordance with Sections 8.4 and 8.5 .

(b)      If a Buyer Indemnitee intends to seek indemnification pursuant to this Article 8 in respect of a Third Party Claim, the Buyer Indemnitee shall promptly, but in no event more than thirty (30) days following such Buyer Indemnitee’s knowledge of the basis for making a claim hereunder, notify the Seller Parties in writing of such claim, describing such claim in reasonable detail in light of the information available to or reasonably ascertainable by such Buyer Indemnitee and the amount or estimated amount of Losses (a “ Claims Notice ”); provided that failure to give such notification on a timely basis will not affect the indemnification provided hereunder except to the extent that such failure to give such notification results in (i) the forfeiture by the Indemnitor of rights and defenses otherwise available to the Indemnitor with respect to such claim or (ii) prejudice to the Indemnitor with respect to such claim.

(c)      If a Seller Indemnitee intends to seek indemnification pursuant to this Article 8 in respect of a Third Party Claim, the Seller Parties shall promptly, but in no event more than fifteen (15) Business Days following the Seller Indemnitee’s knowledge of the basis for making a claim hereunder, deliver a Claims Notice to the Buyers; provided that failure to give such notification on a timely basis will not affect the indemnification provided hereunder except to the extent that such failure to give such notification results in (i) the forfeiture by the Indemnitor of rights and defenses otherwise

available to the Indemnitor with respect to such claim or (ii) prejudice to the Indemnitor with respect to such claim.

(d)      The Indemnitor shall have thirty (30) days from the date on which the Indemnitor received the Claims Notice to notify the Indemnitee that the Indemnitor desires to control the defense or prosecution of the Third Party Claim and any litigation resulting therefrom with counsel of its choice at the Indemnitor’s sole cost and expense; provided , however , that the Indemnitor will not be entitled to assume or continue the defense thereof if the Third Party Claim (i) seeks, in addition to or lieu of monetary damages, any injunctive or other equitable relief, (ii) presents, under applicable standards of professional conduct, a conflict on any significant issue between the Indemnitee and the Indemnitor, or (iii) relates to or arises in connection with any criminal Action, indictment, allegation or investigation (such Third Party Claim in the case of the foregoing clauses (i), (ii) or (iii), an “ Excluded Third Party Claim ”). If the Indemnitor assumes the defense of such claim in accordance herewith: (x) the Indemnitee may retain separate co‑counsel at its sole cost and expense and participate in the defense of such Third Party Claim, but the Indemnitor shall control the investigation, defense and settlement (subject to the other restrictions set forth herein) thereof; (y) the Indemnitee shall not file any papers or consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim without the prior written consent of the Indemnitor (not to be unreasonably withheld, conditioned or delayed); and (z) the Indemnitor shall not consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim without the prior written consent of the Indemnitee unless the judgment or settlement provides solely for the payment of money by the Indemnitor (or, in the case of the Seller Parties, the Escrow Agent from the Indemnity Escrow Account) and the Indemnitor (or Escrow Agent) makes such payment (subject to the applicable limitations contained herein), the Indemnitee receives an unconditional release with respect to such Third Party Claim, and such settlement does not require any admission or acknowledgment of Liability or fault of the Indemnitee. Whether or not the Indemnitor has assumed the defense of such Third Party Claim, the Indemnitor will not be obligated to indemnify the Indemnitee hereunder with respect to any settlement entered into or any judgment consented to without the Indemnitor’s prior written consent (not to be unreasonably withheld, conditioned or delayed).

(e)      If the Indemnitor does not assume the defense of such Third Party Claim within thirty (30) days of receipt of the Claims Notice, the Indemnitee will be entitled to assume such defense, at its sole cost and expense (or, if the Indemnitee incurs a Loss with respect to the matter in question for which the Indemnitee is entitled to indemnification pursuant to Article 8 , at the expense of the Indemnitor), upon delivery of notice to such effect to the Indemnitor; provided , however , that the Indemnitor (i) shall have the right to participate in the defense of the Third Party Claim at its sole cost and expense; (ii) may at any time thereafter assume defense of the Third Party Claim (provided that it is not an Excluded Third Party Claim), in which event the Indemnitor shall bear all reasonable fees, costs and expenses of the Indemnitee’s counsel incurred prior to the assumption by the Indemnitor of defense of the Third Party Claim; and (iii) shall not be obligated to indemnify

the Indemnitee hereunder for any settlement entered into or any judgment consented to without the Indemnitor’s prior written consent.

(f)      The parties shall act in good faith in responding to, defending against, settling or otherwise dealing with any claims for indemnification under this Article 8 , and reasonably cooperate in any such defense. Each Indemnitee shall provide at the Indemnitor’s sole cost and expense reasonable cooperation to the Indemnitor in the investigation, defense, pretrial activities, trial, compromise, settlement or discharge of any claim in respect of which a Indemnitee is seeking indemnification pursuant to this Article 8 that the Indemnitor has elected to control, including, by providing the Indemnitor with reasonable access to books, records, employees and officers (including as witnesses) of the other parties hereto (subject to preservation of attorney-client or similar privileges); provided , that any such access shall be limited to the extent it does not unreasonably interfere with the daily operation of the Indemnitee or its Affiliates (including, after Closing, with respect to any Buyer Indemnitee, the operation of the Business and of the Foreign Subsidiaries).

8.5      Indemnification Procedures for Non-Third Party Claims . The Indemnitee will deliver a Claims Notice to the Indemnitor promptly upon its discovery of any matter for which the Indemnitor may be liable to the Indemnitee hereunder that does not involve a Third Party Claim; provided that failure to promptly give such notification will not affect the indemnification provided hereunder except to the extent that such failure to give such notification results in (a) the forfeiture by the Indemnitor of rights and defenses otherwise available to the Indemnitor with respect to such claim or (b) prejudice to the Indemnitor with respect to such claim. The Indemnitee and the Indemnitor shall reasonably cooperate with each other in good faith (i) in determining the validity of any claim for indemnity by the Indemnitee and in otherwise resolving such matters and (ii) to settle (without an obligation to settle) such claim for indemnification. If the Indemnitor and the Indemnitee do not settle such dispute within thirty (30) days after the Indemnifying Party’s receipt of the Notice of Loss, the Indemnifying Party and the Indemnified Party shall be entitled to seek enforcement of their respective rights under Section 7.7(f) or this Article 8 , as the case may be.

8.6      Exclusive Remedy . Notwithstanding anything to the contrary herein, except in connection with a dispute under Section 2.3 (which shall be governed exclusively by Section 2.3 ), the enforcement of any covenant requiring performance following the Closing or claims for equitable relief or that are based on Fraud, and subject to the rights of the Buyers under the R&W Insurance Policy, the indemnification provisions of Section 7.7(f) and this Article 8, shall be the sole and exclusive remedy of parties following the Closing for any and all breaches or alleged breaches of any representations, warranties, covenants or agreements of the parties, or any other provision of the Transaction Documents or the Transactions. For the avoidance of doubt, the Buyers hereby acknowledge and agree that all Losses of the Business, including of the Foreign Subsidiaries, other than those for which a Buyer Indemnitee recovers Losses in accordance with Article 8 or that are governed

by Section 7.7(f) or the terms of the R&W Insurance Policy, shall be the sole responsibility of the Buyers, and after the Closing, the Foreign Subsidiaries. In furtherance of the foregoing, the Buyers’ and the Buyer Indemnitees’ recourse for indemnification for Losses pursuant to this Article 8 shall be paid and satisfied in the following manner, subject to the limitations set forth in this Article 8 : (i) first, from the Indemnity Escrow Amount in the Indemnity Escrow Account until the earlier to occur of (x) the Indemnity Escrow Amount in the Indemnity Escrow Account is exhausted and (y) all or any part of such claim is recoverable pursuant to the R&W Insurance Policy, under and in accordance with the terms of the R&W Insurance Policy, (ii) second, if and to the extent that all or any part of such claim is recoverable pursuant to the R&W Insurance Policy, under and in accordance with the terms of the R&W Insurance Policy until the policy limit is reached, and (iii) third, if applicable and subject to the limitations set forth herein, from the Seller Indemnitor.

8.7      Calculation of Losses; Limitations .    

(a)      Notwithstanding anything to the contrary contained in this Agreement, for purposes of determining any breach or inaccuracy of any representation or warranty or any nonfulfillment or breach of any covenant or agreement of as well as the amount of any Losses that in each case are the subject matter of a claim for indemnification hereunder, each representation, warranty, covenant and agreement (other than (x) the term “Material Contract” in the representations and warranties set forth in Article 4 and Article 5 and (y) the representations and warranties set forth in Sections 5.7(a)-(b) , the last sentence of Section 5.7(d) , Section 5.9(a) , Sections 5.10(b)-(d) and Section 5.17(a)(ii) ) shall be read without regard and without giving effect to the term(s) “material” or “Material Adverse Effect” or similar qualifiers as if such words were deleted from such representation, warranty, covenant or agreement.

(b)      The amount of any Loss for which indemnification is provided under Section 7.7(f) or this Article 8 shall be (i) net of any reserves, Liability accruals or other provisions for such Losses on the Financial Statements or the unaudited trial balance accounts with respect to the Business set forth on, and determined in accordance with, Seller Disclosure Schedule 5.7(a) , (ii) net of any amounts actually recovered by any Indemnitee from third parties under insurance policies or otherwise (which the Indemnitees shall use commercially reasonable efforts to recover) with respect to such Loss and net of amounts accrued on the Financial Statements or the unaudited trial balance accounts with respect to the Business as set forth on, and determined in accordance with, Seller Disclosure Schedule 5.7(a) and/or (without duplication) included in Closing Working Capital with respect to such Loss, and (iii) (x) increased to take account of any additional Tax cost incurred by the Indemnitee arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (y) reduced to take account of any additional Tax deduction, credit or benefit actually realized by the Indemnitee arising from the incurrence or payment of any such Loss prior to the end of the taxable year following the year in which such Loss was incurred. If the Indemnitee subsequently recovers any such amounts which, taken together with all other amounts actually recovered or deemed recovered by such Indemnitee under

this Article 8 (including any reduction or increase of the amount of any Loss for which indemnification is provided under this Article 8 or under Section 7.7(f) in connection with any Tax cost or Tax deduction, credit or benefit), exceeds the actual Losses suffered by such Indemnitee with respect to such claim for indemnification, the Indemnitee shall promptly pay such excess amount to the Indemnitor.

(c)      Under no circumstances shall any Indemnitee be entitled to be indemnified for (i) special, punitive or other similar damages, or (ii) consequential, multiple, indirect or other similar damages, including lost profits, lost revenues, business interruptions, or loss of business opportunity or reputation, except (A) in the case of the foregoing clause (ii), to the extent such Losses are a reasonably foreseeable result of the event that gave rise thereto or the matter for which indemnification is sought hereunder and (B) in each case of the foregoing clauses (i) and (ii), to the extent any such Losses are finally determined to be payable as part of any Third Party Claim for which such Indemnitee is entitled to indemnification under this Agreement. The party seeking indemnification under this Article 8 or under Section 7.7(f) shall use its reasonable best efforts to mitigate any Loss which forms the basis of an indemnification claim hereunder.

8.8      Tax Treatment of Indemnity Payments . Unless otherwise required by applicable Law, any indemnity payment made under this Agreement (including any indemnity payment made pursuant to Section 7.7(f) ) shall be treated by all parties as an adjustment to the purchase price hereunder for all federal, state, local and foreign Tax purposes, and the parties shall file their Tax Returns accordingly.

8.9      Subrogation . The parties acknowledge and agree that the Seller and its Affiliates shall not be liable to the R&W Insurer under subrogation claims pursuant to the R&W Insurance Policy, and the Buyers covenant and agree that the R&W Insurance Policy will include a waiver of such subrogation claims for the benefit of the Seller and its Affiliates; provided , that, such waiver shall not extend to subrogation claims resulting from or arising out of Fraud on the part of the Seller Parties or their Affiliates (including, prior to Closing, the Company Subsidiaries). In the event of payment by or on behalf of any Indemnitor to any Indemnitee pursuant to this Article 8 , such Indemnitor shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such claim or demand against any claimant or plaintiff asserting such claim or demand. Such Indemnitee shall cooperate with such Indemnitor in a reasonable manner, and at the cost of such Indemnitor, in presenting any subrogated right, defense or claim.

8.10      Escrow .

(a)      If any Buyer Indemnitee shall have, prior to the Cut-Off Date, delivered a Claims Notice to the Seller Parties in respect of indemnification under this Agreement, such Buyer Indemnitee and the Seller Parties shall negotiate in good faith to reach an agreement upon (i) the Buyer Indemnitee’s right for indemnification under this Agreement and the amount of such Buyer Indemnitee’s Losses and (ii) the amount on deposit

in the Indemnity Escrow Account that should be reserved (the “ Reserved Amount ”) in respect of such Claims Notice. If such Persons are unable to reach agreement, then any such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction in accordance with Article 9 . Pending a resolution of the Reserved Amount in respect of any Claims Notice, the Reserved Amount therefor shall be the amount reasonably estimated in good faith by the Buyer Indemnitee based on back-up documentation containing such detail as is reasonable under the circumstances.

(b)      Upon the agreement by the Seller Parties and the Buyer Indemnitee or as finally determined by a court of competent jurisdiction in respect of any Claims Notice, Seller Parent and US Buyer shall jointly instruct the Escrow Agent under the Escrow Agreement to pay to the Buyer Indemnitee the lesser of (i) the amount of the Losses in respect of such Claims Notice and (ii) the balance then on deposit in the Indemnity Escrow Account.

(c)      On the Cut-Off-Date, Seller Parent and US Buyer shall jointly instruct the Escrow Agent under the Escrow Agreement to pay to the Seller Parties an amount equal to the excess (if any) of the balance then on deposit in the Indemnity Escrow Account over the aggregate Reserved Amount in respect of all unresolved claims for indemnification properly made by the Buyer Indemnitees prior to the Cut-Off Date, if any.

(d)      Following the Cut-Off-Date, from time to time, upon resolution of any Claims Notice in respect of any individual claim for indemnification made by the Buyer Indemnitees and the appropriate amount, if any, from the Indemnity Escrow Account having been paid to the Buyer Indemnitees in respect of such Claims Notice, Seller Parent and US Buyer shall jointly instruct the Escrow Agent to release to the Seller Parties the excess of the balance then on deposit in the Indemnity Escrow Account over the aggregate Reserved Amount in respect of all remaining unresolved claims for indemnification properly made by the Buyer Indemnitees prior to the Cut-Off Date, in each case, if any.

ARTICLE 9     

MISCELLANEOUS

9.1      Expenses . Except as expressly provided herein, all costs and expenses incurred in connection with the Transaction Documents and the Transactions shall be paid by the party incurring such costs and expenses.

9.2      Amendment . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

9.3      Entire Agreement . This Agreement, including the Exhibits, Schedules, Seller Disclosure Schedules and Buyer Disclosure Schedules attached hereto, which are deemed for all purposes to be part of this Agreement pursuant to Section 9.6 , and the other Transaction Documents delivered pursuant to this Agreement and the

Confidentiality Agreement contain all of the terms, conditions and representations and warranties agreed upon or made by the parties relating to the subject matter of this Agreement and the businesses and operations of the Business as conducted by the Sellers and the Company Subsidiaries and supersede all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties or their representatives, oral or written, respecting such subject matter. The parties hereto acknowledge and agree that the India Share Transfer Agreement and the other Transaction Documents are intended to implement certain of the provisions of this Agreement and shall not be construed to enhance, extend or limit the rights or obligations of any of the parties hereto under this Agreement, and no provision of the India Share Transfer Agreement or the other Transaction Documents shall in any way modify the express provisions (including, without limitation, the warranties, representations, covenants, agreements, conditions, or any of the obligations and indemnifications of the parties hereto) set forth in this Agreement. To the extent any provision of the India Share Transfer Agreement or other Transaction Document is inconsistent with this Agreement, the provisions of this Agreement shall control.

9.4      Headings . The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the parties to this Agreement.

9.5      Notices . Any notice or other communication required or permitted under this Agreement shall be deemed to have been duly given and made if (i) in writing and served by personal delivery upon the party for whom it is intended, (ii) if delivered by facsimile or electronic mail with receipt confirmed (including by receipt of confirmatory electronic mail from recipient), or (iii) if delivered by certified mail, registered mail, courier service, return-receipt received to the party at the address set forth below, with copies sent to the Persons indicated:

If to any Seller Party:

Wilton Properties Inc.
535 E. Diehl Road, Suite 300

Naperville, IL 60563
Attention: General Counsel
Telephone: (630) 810-2695

Facsimile: (630) 810-2714
E-mail: aseverts@wilton.com

With a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Attention: Ariel J. Deckelbaum, Esq.
Telephone: (212) 373-3546

Facsimile: (212) 757-3990
Email: ajdeckelbaum@paulweiss.com

If to any Buyer or Buyer Parent:

c/o CSS Industries, Inc.

450 Plymouth Road, Suite 300

Plymouth Meeting, PA 19462

Attention: William G. Kiesling
Telephone: (610) 729-3743

Facsimile: (610) 729-3958
Email: bill.kiesling@cssindustries.com

With a copy (which shall not constitute notice) to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19101

Attention: Justin W. Chairman

Telephone: (215) 963-5061
Facsimile (215) 963-5001
Email: justin.chairman@morganlewis.com

Such addresses may be changed, from time to time, by means of a notice given in the manner provided in this Section 9.5 .

9.6      Exhibits, Schedules, Seller Disclosure Schedules and Buyer Disclosure Schedules .

(a)      Any matter, information or item disclosed in the Seller Disclosure Schedules delivered under any specific representation, warranty or covenant or Seller Disclosure Schedule number hereof, shall be deemed to have been disclosed for all purposes of this Agreement in response to every representation, warranty or covenant in this Agreement in respect of which such disclosure is readily apparent on its face without further investigation. The inclusion of any matter, information or item in any Seller Disclosure Schedule to this Agreement shall not be deemed to constitute an admission of any Liability by the Seller Parties to any third party or otherwise imply, that any such matter, information or item is material or creates a measure for materiality for the purposes of this Agreement, including that consent or notice is required in connection with the Transactions. The specification of any dollar amount in the representations or warranties contained in this Agreement is not intended to imply that such amounts, or higher or lower amounts or the items so included or other items, are or are not material, and no party hereto shall use the fact of the setting of such amounts or the inclusion of any such item in any dispute or

controversy as to whether any obligation, items or matter not described herein or included in a Seller Disclosure Schedule is or is not material for purposes of this Agreement.

(b)      The Exhibits, Schedules, Seller Disclosure Schedules and Buyer Disclosure Schedules hereto are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full in this Agreement.

9.7      Waiver . Waiver of any term or condition of this Agreement by any party shall only be effective if in writing and shall not be construed as a waiver of any subsequent breach or failure of the same term or condition, or a waiver of any other term or condition of this Agreement.

9.8      Binding Effect; Assignment . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their permitted successors and assigns. No party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its rights or Liabilities under this Agreement without the prior written consent of Seller Parent, in the case of an assignment by a Buyer or Buyer Parent, or Buyer Parent, in the case of an assignment by a Seller Party, which consent Seller Parent or Buyer Parent, as applicable, may withhold in its absolute discretion. Any purported assignment without such prior written consents shall be void.

9.9      No Third Party Beneficiary . Nothing in this Agreement shall confer any rights, remedies or claims upon any Person or entity not a party or a permitted assignee of a party to this Agreement, except for the current and former officers, directors and employees of the Sellers and the Company Subsidiaries as specifically set forth in Section 7.2 and Article 8 and Sellers’ Counsel as set forth in Section 7.4 .

9.1      Counterparts; Facsimile Signatures . This Agreement may be executed in any number of counterparts, each of which shall be an original as regards any party whose signature appears thereon and all of which together shall constitute one and the same instrument. Facsimile signatures or signatures received as a .pdf attachment to electronic mail shall be treated as original signatures for all purposes of this Agreement. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all parties reflected hereon as signatories.

9.2      Governing Law and Jurisdiction . This Agreement and any claim or controversy hereunder shall be governed by and construed in accordance with the Laws of the State of Delaware without giving effect to the principles of conflict of laws thereof.

9.3      Consent to Jurisdiction and Service of Process . Any legal action, suit or proceeding arising out of or relating to the Transaction Documents or the Transactions may only be instituted in any state or federal court in the State of Delaware, and each party waives any objection which such party may now or hereafter have to the laying of the venue of any such action, suit or proceeding, and irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding.

9.4      WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

9.5      Conveyance Taxes . The Buyers, on the one hand, and the Seller Parties, on the other hand, shall each be responsible for and pay fifty percent (50%) of any and all sales, use, value added, transfer, stamp, registration, documentary, excise, real property transfer or gains, or similar Taxes incurred as a result of the Transactions. The Seller Parties and the Buyers shall jointly file all required change of ownership and similar statements, and each party shall bear its own costs and expenses incurred in connection with the foregoing.

9.6      Bulk Sales Laws . The parties hereto hereby waive compliance by the Buyers and the Seller Parties with the bulk sales Law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement.

9.7      Specific Performance . The parties agree that irreparable damage would occur in the event that the parties hereto do not perform the provisions of this Agreement in accordance with its terms or otherwise breach such provisions. Accordingly, the parties hereto hereby acknowledge and agree that, in the event of any breach or threatened breach by any party hereto of any covenant or obligation in this Agreement, the non-breaching party shall be entitled to an injunction, specific performance and other equitable relief and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which it is entitled at law or in equity. The Seller Parties, on the one hand, and the Buyers, on the other hand, agree that they will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that (i) the other party hereto has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. Each party hereto further agrees that the only permitted objection that it may raise in response to any action for equitable relief is that it contests the existence of a breach or threatened breach of this Agreement. In seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, the Seller Parties, on the one hand, and the Buyers, on the other hand, shall not be required to provide any bond or other security in connection with any such order or injunction.

9.8      Severability . If any term, provision, agreement, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner so that the Transactions may be consummated as originally contemplated to the fullest extent possible.

9.9      Interpretation . The parties have been represented by counsel during the negotiation and execution of this Agreement and have participated in the drafting and negotiation of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the parties thereto and no presumption of burden of proof shall arise favoring or burdening either party by virtue of the authorship or drafting history of any provision in this Agreement.

9.10      Release . Except as provided in Article 8 , and except with respect to Fraud, the Buyers agree (and shall following the Closing cause each Foreign Subsidiary to agree) that none of the Seller Parties, or any of their Affiliates, current or former officers, directors, employees, partners, members, managers or Representatives of any Seller Party or Foreign Subsidiary or any of their respective Affiliates as of or prior to the Closing Date shall have any Liability or responsibility to the Business or any Buyer, Buyer Parent or Foreign Subsidiary for (and the Buyers hereby unconditionally releases (and shall cause the Business and each Foreign Subsidiary to unconditionally release) such Persons from) any obligations or Liability arising out of, or relating to, the organization, management or operation of the Business of the Sellers and the Foreign Subsidiaries relating to any matter, occurrence, action or activity on or prior to the Closing Date.

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

9.12      Buyer Parent Guarantee .

(a)      In consideration of, and as an inducement to the Seller Parties entering into this Agreement and performing their respective obligations hereunder, Buyer Parent hereby irrevocably, absolutely and unconditionally guarantees to the Seller Parties the full performance and payment by each Buyer of the covenants, obligations, monetary or otherwise, and undertakings of each Buyer pursuant to or otherwise in connection with the Transaction Documents and the Transactions (the “ Buyer Guaranteed Obligations ”). In the event of any breach of, or other failure to perform, any representation, warranty, covenant, obligation, agreement or undertaking of each Buyer, such breach or other failure to perform shall also be deemed to be a breach or failure to perform by Buyer Parent and the Seller Parties shall have the right, exercisable in their sole discretion, to pursue any and

all available remedies the Seller Parties may have arising out of any such breach or nonperformance directly against any or each of the Buyers and Buyer Parent in the first instance. In this respect, for the avoidance of doubt, Buyer Parent confirms that it is bound by the provisions of this Article 9. This guarantee is a guarantee of performance and not exclusively of collection. Without limiting any rights or defenses that would be available to Buyer Parent if it were a direct obligor hereunder or any rights or defenses that each Buyer has hereunder, (x) to the fullest extent permitted by Law, Buyer Parent hereby expressly waives any and all rights or defenses arising by reason of any Law that would otherwise require any election of remedies by any of Seller Parties and (y) Buyer Parent waives promptness, diligence, notice of the acceptance of this guaranty and of the Buyer Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Buyer Guaranteed Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of any Buyer, and all suretyship defenses generally; provided , that, notwithstanding the foregoing or any provision of any Transaction Document, (i) Buyer Parent shall have the full benefit of all defenses, counterclaims, reductions, diminutions or limitations available to the Buyers pursuant to or arising from any Transaction Document, except for those arising out of (A) any legal limitation, disability or incapacity of a Buyer, (B) any bankruptcy, insolvency, reorganization, moratorium, dissolution or liquidation of a Buyer and similar applicable Laws affecting the enforcement of creditors’ rights or remedies in general as from time to time in effect, (C) the exercise by courts of equity powers, or (D) any unenforceability or invalidity of any of the Buyer Guaranteed Obligations, and (ii) Buyer Parent shall have the full benefit of, and does not waive or relinquish its rights and remedies accorded under, applicable statutes of limitation and repose. Buyer Parent acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and the Transaction Documents and that the waivers set forth in this Section 9.21 are knowingly made in contemplation of such benefits.

(b)      Buyer Parent represents and warrants to Seller Parties that: (i) Buyer Parent is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware; (ii) Buyer Parent has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (iii) the execution, delivery and performance by Buyer Parent of this Agreement and the obligations by Buyer Parent contemplated by this Section 9.21 have been duly and validly authorized by all requisite corporate action on the part of Buyer Parent, and no other proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement; (iv) the guarantee in this Section 9.21 constitutes the valid and legally binding obligation of Buyer Parent, enforceable against Buyer Parent in accordance with the terms of this Section 9.21 , except as the same may be limited by Equitable Exceptions; and (v) Buyer Parent has available funds in excess of Buyer Parent’s obligations under this Section 9.21 . Buyer Parent’s obligations under this Section 9.21 shall not be assignable to any other Person without the prior written consent of the Seller, and

any attempted assignment without such consent shall be null and void and of no force and effect.

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