TENNANT CO (Form: 8-K, Received: 02/28/2017 18:55:27)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)	February 22, 2017

TENNANT COMPANY

(Exact name of registrant as specified in its charter)



Minnesota	1-16191	41-0572550
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)



701 North Lilac Drive, P.O. Box 1452 Minneapolis, Minnesota		55440
(Address of principal executive offices)		(Zip Code)



Registrant’s telephone number, including area code	(763) 540-1200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Share Purchase Agreement

On February 22, 2017, Tennant Company (“Tennant”) entered into a Share Purchase Agreement with Ambienta SGR S.p.A. (acting as the management company of the closed-end funds named Ambienta I, Ambienta II and Ambienta II-bis), Frederico De Angelis, Pietro Corsano Annibaldi, Antonio Perosa and Giulio Vernazza, for the purchase of IP Cleaning S.p.A., and its subsidiaries (the “Acquisition”), in an all cash transaction valued at approximately $350 million (€330 million).

Tennant expects the Acquisition to be completed in the second quarter of 2017. The obligations of the parties to close and the timing of closing of the Acquisition are subject to customary conditions and regulatory approvals.

The Share Purchase Agreement has been included in this filing to provide investors with information regarding its terms. It is not intended to provide any other factual information about IP Cleaning S.p.A. In particular, the representations and warranties contained in the Share Purchase Agreement were made only for the purposes of the Share Purchase Agreement as of the specific dates therein, and were solely for the benefit of the parties to the Share Purchase Agreement. The representations and warranties contained in the Share Purchase Agreement may be subject to limitations agreed upon by the parties to the Share Purchase Agreement and are qualified by information in confidential disclosure Annexes provided in connection with the signing of the Share Purchase Agreement. These confidential disclosure Annexes contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Share Purchase Agreement. Certain representations and warranties in the Share Purchase Agreement may be subject to a standard of materiality provided for in the Share Purchase Agreement and have been used for the purpose of allocating risk among the parties, rather than establishing matters of fact. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Share Purchase Agreement.

The foregoing description of the Share Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Share Purchase Agreement, attached hereto and filed as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated herein by this reference.

Financing Commitment

On February 22, 2017, in connection with the Share Purchase Agreement, Tennant entered into a Senior Secured Credit Facilities Commitment Letter with JPMorgan Chase Bank, N.A. and Goldman Sachs Bank USA (the “Commitment Parties”) (the “Commitment Letter”), pursuant to which, subject to the terms and conditions set forth therein, the Commitment Parties have committed to provide a new multi-tranche term loan facility in an amount up to $400 million and up to $125 million of a revolving facility, which revolving facility may be up to $200 million if certain conditions are satisfied, the proceeds of which may be used for (i) the payment of the consideration in respect of the Acquisition, (ii) the repayment in full of all obligations outstanding under Tennant’s existing credit agreement and senior secured promissory notes, (iii) the repayment in full of all indebtedness of IP Cleaning S.p.A., and its subsidiaries, and (iv) the payment of fees and expenses incurred in connection with the foregoing. The agreement for the credit

facilities would contain affirmative covenants, negative covenants and events of default, as well as financial covenants, in each case to be negotiated by the parties. The Commitment Letter is subject to various conditions, including closing of the Acquisition.

The foregoing description of the Commitment Letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Commitment Letter, attached hereto and filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by this reference.

Item 7.01 Regulation FD Disclosure.

On February 23, 2017, Tennant issued a press release announcing the agreement to acquire IP Cleaning S.p.A. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

2.1 Share Purchase Agreement, dated as of February 22, 2017, among Tennant Company, Ambienta SGR S.p.A., Frederico De Angelis, Pietro Corsano Annibaldi, Antonio Perosa and Giulio Vernazza.*

10.1 Senior Secured Credit Facilities Commitment Letter, dated as of February 22, 2017, by and among Tennant Company, JPMorgan Chase Bank, N.A. and Goldman Sachs Bank USA.

99.1 News release, dated February 23, 2017, announcing agreement to acquire IP Cleaning S.p.A.

* Certain annexes and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish a copy of any omitted annex or exhibit to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	Tennant Company

Date: February 28, 2017	By:	/s/ Heidi M. Wilson
		Heidi M. Wilson
		Senior Vice President, General Counsel and Secretary

Exhibit 2.1

Ambienta SGR S.p.A.

Piazza Fontana 6

20121 Milan

Italy

Attention: Mauro Roversi/Francesco Lodrini

Federico De Angelis

Strada Maggiore 58

40125 Bologna (BO)

Italy

Pietro Corsano Annibaldi

Via dei Colli 1/2

40136 Bologna (BO)

Italy

Antonio Perosa

Viale Martelli n.11

33170 Pordenone

Italy

Giulio Vernazza

Casalbarbato 148

43012 Fontanellato (PR)

Italy

22 February 2017

Dear Sirs,

Sale and Purchase Agreement

We refer to your proposal to enter into a sale and purchase agreement at the terms set out below.

* * *

Tennant Company

701 N. Lilac Drive

P.O. Box 1452

Minneapolis, Minnesota 55440-1452

United States

Attention: H. Chris Killingstad, President and Chief Executive Officer

22 February 2017

Dear Sirs,

Sale and Purchase Agreement

We refer to our recent discussions, and set out below the terms of the sale and purchase agreement which we propose to enter into.

* * *





AMBIENTA SGR S.P.A. FEDERICO DE ANGELIS PIETRO CORSANO ANNIBALDI ANTONIO PEROSA GIULIO VERNAZZA (as sellers) and Tennant Company (as purchaser) SHARE PURCHASE AGREEMENT
Linklaters

Studio Legale Associato in association with Linklaters LLP Via Broletto, 9 20121 Milan

Table of Contents

Contents Page


1	Definitions and Interpretation 6


2	Sale and purchase of the Shares 15


3	Locked Box 19


4	Pre-Closing Actions 20


5	Conditions Precedent 23


6	Interim Management Covenants 25


7	Closing 27


8	Representations and Warranties of the Sellers 30


9	Representations and Warranties of the Purchaser 31


10	Indemnification Obligations 32


11	Confidentiality 41


12	Non-Competition and Non-Solicitation 41


13	Miscellaneous Provisions 42


14	Liability of the Sellers 46


15	Sellers’ Representative 46


16	Governing Law and Disputes 46

List of Exhibits



Exhibit (C)	List and details of the Subsidiaries
Exhibit 1.1.84	Locked Box Accounts
Exhibit 1.1.106	Reference Financial Statements
Exhibit 2.2.1	Provisional Purchase Price Calculation
Exhibit 2.2.2(vi)	Escrow Amounts
Exhibit 3.1	Permitted leakages
Exhibit 3.2	Salaries or other forms of remuneration paid or to be paid to directors and managers
Exhibit 4.1.1(i)	Directors Resignation Letter Form
Exhibit 4.1.1(iii)	Statutory Auditors Resignation Letter Form
Exhibit 4.1.2	Closing resolutions of the Company and the Italian Subsidiary
Exhibit 4.1.4	Hold Harmless Letter
Exhibit 6.3	Actions commenced prior to the Interim Period
Exhibit 7.2.1(i)	Step Plan
Exhibit 7.2.1(ii)	Form of Bank Release Letter
Exhibit 8.1.1	Sellers’ Representation and Warranties
Exhibit 9.5	Purchasers’ Individuals List
Exhibit 10.2.4(ii)	Liability and Indemnity Cap

This Share Purchase Agreement (the “ Agreement ”) is made on 22 February 2017 by and among:

(1)

Ambienta SGR S.p.A. , a company organized under the laws of Italy, with registered office in Milan, at Piazza Fontana 6, share capital of EUR 1,500,000, fully paid-in, registered with the Companies Register of Milan, registration number and tax code 1848333, acting as management company of the closed-end funds (fondi comuni di investimento mobiliare di tipo chiuso e riservato) named “ Ambienta I ”, “ Ambienta II ” and “ Ambienta II-bis ” (collectively, the “ Funds ”) and therefore in the name and on behalf of the Funds, represented herein by Mauro Roversi, duly empowered by virtue of the board resolution of Ambienta SGR S.p.A., dated 17 February 2017 (“ Ambienta ”);


(2)	Mr. Federico De Angelis , born in Bologna (BO), on 2 December 1959, domiciled in Bologna (BO), Strada Maggiore 58, 40125, tax code DNGFRC59T02A944V (“ FDA ”);


(3)	Mr. Pietro Corsano Annibaldi , born in Ascoli Piceno (AP), on 26 October 1974, domiciled in Bologna (BO), Via dei Colli 1/2, 40136, tax code CRSPTR74R26A462Q (“ PCA ”);


(4)	Mr. Antonio Perosa , born in Pordenone (PN), on 16 February 1964, domiciled in Portogruaro (VE), Viale Treviso 63, 30026, tax code PRSNTN64B16G888D (“ AP ”);


(5)	Mr. Giulio Vernazza , born in Harrow (UK), on 25 July 1966, domiciled in Fontanellato (PR), Casalbarbato 148, fraz. Parola, 43012, tax code VRNGLI66L25Z114K (“ GV ”, together with Ambienta, FDA, PCA and AP, collectively, the “ Sellers ” and, each, a “ Seller ”); and

on one hand


(6)	Tennant Company , a company incorporated under the laws of Minnesota, United States, represented herein by H. Chris Killingstad, President and Chief Executive Officer, duly empowered by virtue of the Board of Directors resolutions of Tennant Company, dated 15 February 2017 (the “ Purchaser ”)

on the other hand

(the Sellers and the Purchaser, are hereinafter collectively referred to as the “ Parties ” and, each, a “ Party ”).

Whereas

(A)

IP Cleaning S.p.A. is a joint stock company (società per azioni) incorporated under the laws of Italy, with registered office in Portogruaro (VE), Viale Treviso 63, registered with the Companies’ Register of Venice, registration number and tax code 11889280159, with a paid-in share capital of EUR 11,762,428.00, represented by no. 11,676,636 class A shares and no. 85,792 class B ordinary shares, engaged, directly and through its subsidiaries, in the Business (the “ Company ”).

(B)

The share capital of the Company is currently held as follows: (i) no. 11,676,636 Class A shares, representing 99.271% of the share capital, are held by Ambienta in the name and on behalf of the Funds (the “ Ambienta Shares ”); (ii) no. 49,024 Class B shares, representing 0.417% of the share capital, are held by FDA (the “ FDA Shares ”); (iii) no. 12,256 Class B shares, representing 0.104% of the share capital, are held by PCA (the “ PCA Shares ”); (iv) no. 12,256 Class B shares, representing 0.104% of the share capital, are held by AP (the “ AP Shares ”); and (v) no. 12,256 Class B shares, representing 0.104% of the share capital, are held by GV (the “ GV Shares ”, together with the FDA Shares, the PCA Shares and the AP Shares, collectively, the “ Managers Shares ”).


(C)	As of the date of this Agreement, the Company owns participating interests in the companies indicated in Exhibit (C) (collectively the “ Subsidiaries ”) in the percentages set forth in the same.

(D)

During the period between 17 October 2016 and the date of this Agreement, the Purchaser, directly and through its advisors, has conducted a due diligence activity on the legal, financial, business, commercial, accounting and tax issues and aspects relating to the Target Companies (the “ Due Diligence Activities ”). The Due Diligence Activities have been carried out on: (i) delivered reports by the Sellers’ advisers on various legal, financial, business, commercial, accounting and tax issues and aspects relating to the Target Companies; and (ii) such other documents and information which have been made available by the Sellers to the Purchaser through a virtual data room. In the course of the Due Diligence Activities, the Purchaser and its advisors were also allowed to submit questions, some of which received all relevant and satisfactory answers, and to interview some of the management of the Company, the Sellers and their financial advisors.


(E)	On the date of this Agreement the Purchaser entered into a warranty and indemnity insurance policy with AIG Europe Limited.


(F)	Through this Agreement, the Parties intend to set forth the terms and conditions relating to the sale of (all and not part of) the Shares by the Sellers to the Purchaser.

Now, therefore , the Parties hereby agree and covenant as follows:


1	Definitions and Interpretation


1.1	Definitions

In addition to the other terms and expressions defined elsewhere in this Agreement, for the purposes of the same, the following capitalised terms and expression used in this Agreement shall have the meaning ascribed to them below.


1.1.1	“ 2016 Audited Financial Statements ” means the consolidated financial statements of the Company as of 31 December 2016 approved by the Board of Directors of the Company and audited with no exceptions (giudizio senza rilievi) by KPMG as external auditor of the Company in charge.


1.1.2	“ Accounting Principles ” means the international financial reporting standards (IFRS) of the International Accounting Standards Boards (I.A.S.B.) applied by the Target Companies.


1.1.3	“ Affiliate ” means, with respect to any Person, an individual, corporation, partnership, firm, association, unincorporated organization or other entity directly or indirectly controlling, controlled by or under common control with such Person.


1.1.4	“ Agents ” has the meaning set forth in Exhibit 8.1.1 .


1.1.5	“ Agreement ” means this share purchase agreement.


1.1.6	“ Ambienta ” has the meaning set forth in the introductory part of this Agreement.


1.1.7	“ Ambienta Shares ” has the meaning set forth in Recital (B).


1.1.8	“ AP ” has the meaning set forth in the introductory part of this Agreement.


1.1.9	“ AP Shares ” has the meaning set forth in Recital (B).


1.1.10	“ Arbitrators ” has the meaning set forth in Paragraph 16.2.2.


1.1.11	“ Authority ” means any government, government department or governmental body.


1.1.12	“ Bank Release Letter ” has the meaning set forth in Paragraph 7.2.1(ii).


1.1.13	“ Base Consideration ” has the meaning set forth in Paragraph 2.2.1(a).


1.1.14	“ Bilateral Facilities Agreements ” means the facilities agreements setting forth the terms and conditions applicable to the bilateral facilities made available to the Company from time to time by the Bilateral Lenders.


1.1.15	“ Bilateral Lenders ” means each of UniCredit S.p.A., Intesa Sanpaolo S.p.A., Cassa di Risparmio del Friuli Venezia Giulia S.p.A., Cassa di Risparmio di Venezia S.p.A., Cassa di Risparmio del Veneto S.p.A., Banca Popolare dell’Emilia Romagna Soc.Coop., Banco Popolare di Sondrio Soc.Coop., Banco Popolare di Verona Soc.Coop., MPS - Monte dei Paschi di Siena S.p.A.


1.1.16	“ Bridge to Equity Calculation ” has the meaning set forth in Paragraph 2.2.1(b).


1.1.17	“ Business ” means the business of the Company (as it is conducted through the Company and the other Target Companies ), which is comprised of (i) the cleaning machinery division, in charge of manufacturing and sale of high-pressure washers, sweepers, scrubbers and vacuum cleaners; and (ii) the tools division, in charge of manufacturing and sale of cleaning tools and supplies.


1.1.18	“ Business Day ” means any calendar day other than Saturdays, Sundays and any other days on which retail banks are authorized to close in the cities of Milan and Minneapolis.


1.1.19	“ Cap ” has the meaning set forth in Exhibit 10.2.4(ii) .


1.1.20	“ Civil Code ” means the Italian civil code, as approved by the Royal Decree dated 16 March 1942, no. 262, as subsequently amended and supplemented.


1.1.21	“ Clearance ” has the meaning set forth in Paragraph 5.3.1.


1.1.22	“ Closing ” means the sale and purchase of the Shares, the payment of the Purchase Price and, in general, the execution and exchange of all documents and the performance and consummation of all actions and transactions, respectively required to be executed, exchanged, performed and consummated on the Closing Date pursuant to this Agreement.


1.1.23	“ Closing Ambienta Price ” has the meaning set forth in Paragraph 2.2.2(i).


1.1.24	“ Closing AP Price ” has the meaning set forth in Paragraph 2.2.2(iv).


1.1.25	“ Closing Conditions ” has the meaning set forth in Paragraph 5.1.


1.1.26	“ Closing Date ” means the date on which Closing shall actually take place in accordance with the applicable provisions of this Agreement.

1.1.27

“ Closing Disclosure Letter " means the letter that the Sellers’ Representative (as defined below) shall have the right to deliver to the Purchaser on or prior to the Closing Date containing exclusively facts or events (i) actually occurred between the date hereof and the Closing Date and (ii) not caused by the Sellers which, if not disclosed, would make the representations and warranties under Exhibit 8.1.1 or

Article 3 no longer true and correct as of the Closing Date, it being agreed that any such facts or events will be considered as disclosed for the purpose of Paragraph 8.1.3; provided, however, that (a) the Sellers’ Representative shall not be entitled to disclose any facts or events against the representations and warranties set out in Exhibit 8.1.1 under point A (Fundamental Representation and Warranties); (b) any such disclosure against the representations and warranties set out in Exhibit 8.1.1 under point B (Other Representation and Warranties) shall be intended exclusively to make such representations and warranties set out in Exhibit 8.1.1 under point B (Other Representation and Warranties) true and correct as of the Closing Date (and release the Sellers from liability pursuant to Paragraph 8.1.3) and shall not remedy any breach of any such representations and warranties as of the date hereof, if any.


1.1.28	“ Closing FDA Price ” has the meaning set forth in Paragraph 2.2.2(ii).


1.1.29	“ Closing GV Price ” has the meaning set forth in Paragraph 2.2.2(v).


1.1.30	“ Closing PCA Price ” has the meaning set forth in Paragraph 2.2.2(iii).


1.1.31	“ Closing Purchase Price ” has the meaning set forth in Paragraph 2.2.2.


1.1.32	“ Company ” has the meaning set forth in Recital (A).


1.1.33	“ CT ” has the meaning set forth in Exhibit (C) .


1.1.34	“ Designee ” has the meaning set forth in Paragraph 2.6.


1.1.35	“ Direct Claim ” has the meaning set forth in Paragraph 10.3.2(i).


1.1.36	“ Due Diligence Activities ” has the meaning set forth in Recital (D).


1.1.37	“ Eagle ” has the meaning set forth in Exhibit (C) .


1.1.38	“ Employees ” has the meaning set forth in Exhibit 8.1.1 .

1.1.39

“ Encumbrances ” means any encumbrance, Lien, claim, charge, security, mortgage, pledge, easement, option, conditional sale or other title retention agreement, or other similar restriction or third-party rights, as the context may require, provided that the security interests granted under the Security Documents shall be released at Closing further to the payment by the Purchaser or the Company referred to under Paragraph 7.2.1(i) below and the provisions of the comfort documents set out under the relevant Security Documents.

1.1.40

“ Environmental Contamination ” means any pollutants, contaminants or other Hazardous Materials that are existing on the external roofing, internal covering or at any other external or internal area of the properties and/or in the soil, groundwater or surface water of the properties operated by the Company or its Subsidiaries and are required to be cleaned up or removed pursuant to Environmental Laws applicable at the locations operated by or to the activities of the Company or its Subsidiaries.


1.1.41	“ Environmental Laws ” means all statutes, laws, rules, regulations or ordinances concerning environmental, health and safety, and risk prevention matters applicable in Italy or in any applicable jurisdiction, including safety and hygiene at work provisions, emissions, discharges, waste management or releases of pollutants, contaminants or Hazardous Materials into the environment or otherwise

relating to the manufacture, processing, storage, transport or disposal of Hazardous Materials as interpreted and enforced by the competent Authorities.


1.1.42	“ Escrow Account ” has the meaning set forth in Paragraph 7.2.3.


1.1.43	“ Escrow Agent ” has the meaning set forth in Paragraph 7.2.3.


1.1.44	“ Escrow Agreement ” has the meaning set forth in Paragraph 10.5.1.


1.1.45	“ Escrow Amounts ” has the meaning set forth in Exhibit 2.2.2(vi) .


1.1.46	“ FDA ” has the meaning set forth in the introductory part of this Agreement.


1.1.47	“ FDA Shares ” has the meaning set forth in Recital (B).


1.1.48	“ Final Bridge to Equity Calculation ” has the meaning set forth in Paragraph 2.3.3.


1.1.49	“ Final Purchase Price ” has the meaning set forth in Paragraph 2.4.3.


1.1.50	“ Financing ” means the Purchaser’s debt financing to be provided to the Purchaser in connection with the sale and purchase of the Shares contemplated hereby.


1.1.51	“ Financing Information ” means all customary financial information of the Company and its Subsidiaries that is reasonably available to or obtainable by the Company that is required to permit the Purchaser to prepare a confidential information memorandum or similar lender presentation to arrange the Financing and to syndicate the loans included in the Financing.


1.1.52	“ Financing Sources ” means any Person who is contemplated or agrees to or does provide or assist with the provision of any portion of the Financing, including the Affiliates of such Person and any Related Party of such Person or such Person’s Affiliates.


1.1.53	“ Foreign Subsidiaries ” has the meaning set forth in Exhibit (C) .


1.1.54	“ Funds ” has the meaning set forth in the introductory part of this Agreement.

1.1.55

“ Governing Documents ” means, with respect to any Person (other than an individual), articles of incorporation, certificates of incorporation, bylaws, articles of association, or other instrument or document, individually or collectively, pursuant to which such Person is established or organized. Unless otherwise specified any reference to “Governing Documents” refers to all amendments thereto.


1.1.56	“ GV ” has the meaning set forth in the introductory part of this Agreement.


1.1.57	“ GV Shares ” has the meaning set forth in Recital (B).


1.1.58	“ Hazardous Materials ” means any substance, chemical or waste (including asbestos, polychlorinated biphenyls (PCBs) and petroleum and petroleum products) that is designated or defined as hazardous, toxic or dangerous, or as pollutant or contaminant, in any applicable law, code or ordinance.


1.1.59	“ Indemnified Parties ” has the meaning set forth in Paragraph 4.1.3.


1.1.60	“ Indemnities Escrow Amount ” has the meaning set forth in Exhibit 2.2.2(vi) .


1.1.61	“ Independent Accounting Firm ” means PriceWaterhouseCoopers or, should PriceWaterhouseCoopers not to be in a position or not willing to accept the

mandate, another independent accounting firm of recognized international standing to be agreed in writing between the Sellers’ Representative and the Purchaser, or should the Sellers’ Representative and the Purchaser be unable to reach such an agreement within 10 (ten) Business Days from the request of any of them, or should the expert mutually designated not to be in a position or not willing to accept the mandate, another independent accounting firm of recognized international standing appointed by the Chairman of the Court of Milan, upon written request of the Sellers’ Representative and/or the Purchaser, after having granted to the other Party the possibility to express its disagreement. The engagement of the Independent Accounting Firm will be governed by the applicable provisions of this Agreement and by the terms and conditions generally applied by the Independent Accounting Firm to similar engagements, to the extent that such terms and conditions do not conflict with the provisions of this Agreement. If the Independent Accounting Firm requires the execution of an engagement letter, or similar document or agreement, as a condition for its agreeing to perform the services called for under this Agreement, the Parties agree to negotiate the engagement letter with the Independent Accounting Firm in good faith and undertake to accept all customary terms and conditions that the Independent Accounting Firm might request as a condition for its agreeing to perform the services, including fees at market conditions and any indemnity and hold harmless clauses in favour of such Independent Accounting Firm.


1.1.62	" Insurer " means the insurer(s) providing the Policy.


1.1.63	“ Interim Period ” has the meaning set forth in Paragraph 6.1.

1.1.64

“ Intellectual Property Rights ” means any patents, trade marks, service marks, trade names, rights in designs, copyright (including rights in computer software and databases and applications), rights in know-how, trade secrets and other intellectual property rights protected by the laws of the relevant jurisdiction, in each case whether registered or unregistered and including applications for the grant of any of the foregoing


1.1.65	“ Interclean ” has the meaning set forth in Exhibit (C) .


1.1.66	“ IP Gansow ” has the meaning set forth in Exhibit (C) .


1.1.67	“ IPC Brazil ” has the meaning set forth in Exhibit (C) .


1.1.68	“ IPC Eagle” has the meaning set forth in Exhibit (C) .


1.1.69	“ IPC Euromop ” has the meaning set forth in Exhibit (C) .


1.1.70	“ IPC India ” has the meaning set forth in Exhibit (C) .


1.1.71	“ IPC Norway ” has the meaning set forth in Exhibit (C) .


1.1.72	“ IPC Spain ” has the meaning set forth in Exhibit (C) .


1.1.73	“ IPC Sweden ” has the meaning set forth in Exhibit (C) .


1.1.74	“ IP Litigation ” has the meaning set forth in Paragraph 10.1.


1.1.75	“ IP Litigation Cap ” has the meaning set forth in Exhibit 10.2.4(ii) .


1.1.76	“ IP Litigation Escrow Amount ” has the meaning set forth in Exhibit 2.2.2(vi) .


1.1.77	“ IP Litigation Pre-Closing Settlement ” has the meaning set forth in Paragraph 2.2.1(c).


1.1.78	“ Italian Subsidiary ” has the meaning set forth in Exhibit (C) .


1.1.79	“ Leakage ” has the meaning set forth in Article 3.


1.1.80	“ Leakage and Adjustment Escrow Amount ” has the meaning set forth in Exhibit 2.2.2(vi) .


1.1.81	“ Lease Agreements ” has the meaning set forth in Exhibit 8.1.1 .


1.1.82	“ Leased Real Estate ” has the meaning set forth in Exhibit 8.1.1 .


1.1.83	“ Lien ” means any security interest, mortgage, lien, easement, usufruct, charge, pledge, encumbrance, right of first refusal, right of pre-emption or defect of title.


1.1.84	“ Locked Box Accounts ” means the unaudited consolidated management accounts of the Company as at the Locked Box Date, attached hereto as Exhibit 1.1.84 and prepared in accordance with the Accounting Principles and consistently with past practice.


1.1.85	“ Locked Box Date ” means 31 December 2016.


1.1.86	“ Locked Box Interest ” means an amount equal to the interest, accrued on a daily basis on the Base Consideration less the Adjusted Net Debt and less the Working Capital Adjustment, at a rate of 5% per annum calculated over the period starting from (and including) the Locked Box Date until (and including) the Closing Date as illustrated in Exhibit 2.2.1 .

1.1.87

“ Loss ” means any damage (including reasonable legal fees) that is the direct and immediate consequence of any breach of the representations and warranties, undertakings or covenants contained in this Agreement in accordance with Article 1223 of the Civil Code, it being expressly agreed that (i) Loss does not include any loss of profit resulting from any Target Company’s cessation of manufacturing or distribution of the products manufactured or distributed by the Target Companies after Closing, to the extent any Target Company is in breach or non-compliance with any applicable law and/or any Purchaser’s group internal policy or regulation, and the Purchaser’s resolution or rectification of such breach or non-compliance results in such cessation, except as such cessation is imposed by a judgment, injunction or order of a competent Authority, and (ii) Loss cannot be computed or otherwise calculated, in any circumstances, with regard to any multiple, price-earnings, formula, or other ratio implicit in the negotiation or determination by the Purchaser or its advisors of the purchase price of the Shares.


1.1.88	“ Managers ” means FDA, PCA, AP and GV.


1.1.89	“ Managers Shares ” has the meaning set forth in Recital (B).

1.1.90

“ Material Contracts ” means the Senior Facilities Agreement, the Bilateral Facilities Agreements and the Shareholders’ Loan and any agreement entered into by any of the Target Companies which (i) involves expenditure of any kind by, or generated any revenue to, any Target Company in excess of EUR 200,000 (two hundred thousand) in 2015 or 2016 (except for orders of raw materials, packaging materials, transportation or logistics services in the ordinary course of business); (ii) contains an express clause providing for the obligation of any Target Company not to

compete (geographically or otherwise) with any Person, granting to any Person any exclusive rights to make, sell or distribute any Target Company’s products, granting any “most favored nations” status or similar rights to any Person and/or otherwise prohibiting or limiting the right of any Target Company to make, sell or distribute any products or services; (iii) relate to the acquisition or the disposal of any business, shares, or substantially all the assets of any Target Company; (iv) relates to indebtedness of any Target Company, other than accounts receivables and payables in the ordinary course of business, for an amount that, individually or in the aggregate, is greater than EUR 200,000 (two hundred thousand); (v) relates to a partnership or joint venture, agreements of any Target Company with any other Person; (vi) contains change of control provisions; (vii) relates to licensing of any registered Intellectual Property Rights of the Target Companies to any Person or licensing of any registered Intellectual Property Rights of a third party by any Target Company; (viii) relates to the employment of any director or employee of any Target Company or any other individual on a full-time, part-time, consulting or other basis providing annual compensation (and with respect to directors and employees, annual gross compensation) in excess of EUR 200,000 (two hundred thousand).


1.1.91	“ Material Permits ” has the meaning set forth in Exhibit 8.1.1 .


1.1.92	“ Notice of Claim ” has the meaning set forth in Paragraph 10.3.2(i).


1.1.93	“ Objections Statement ” has the meaning set forth in Paragraph 2.3.1.


1.1.94	“ Other Minority Interests ” has the meaning set forth in Paragraph 4.2.1.


1.1.95	“ Owned Real Estate ” has the meaning set forth in Exhibit 8.1.1 .


1.1.96	“ PCA ” has the meaning set forth in the introductory part of this Agreement.


1.1.97	“ PCA Shares ” has the meaning set forth in Recital (B).


1.1.98	“ Party ” or “ Parties ” means either the Purchaser or the Sellers, or both, as the case may be.


1.1.99	“ Person ” means, any individual, corporation, partnership, firm, association, unincorporated organization or other entity.


1.1.100	" Policy " means the warranty and indemnity insurance policy in the agreed form, taken out by the Purchaser on the date of this agreement;


1.1.101	“ Provisional Bridge to Equity Calculation ” has the meaning set forth in Paragraph 2.2.1(b).


1.1.102	“ Provisional Purchase Price ” has the meaning set forth in Paragraph 2.2.1.


1.1.103	“ Purchaser ” has the meaning set forth in the introductory part of this Agreement.


1.1.104	“ Purchaser Conditions ” has the meaning set forth in Paragraph 5.2.1.


1.1.105	“ Reference Date ” means 31 December 2015.


1.1.106	“ Reference Financial Statements ” means the consolidated financial statements of the Company as of 31 December 2015, audited without exceptions by KPMG and attached hereto as Exhibit 1.1.106 .


1.1.107	“ Related Parties ” means, with respect to the Sellers: (i) their Affiliates (including their limited partners); (ii) the members of the board of directors or executives of the Sellers and their Affiliates; and (iii) any “stretto familiare” of the Persons referred to under point (ii) above.


1.1.108	“ Relevant Percentage ” means in respect to each Seller, the percentage of Shares owned by the same.


1.1.109	“ Required Minority Interests ” means the participation or equity interests in the Italian Subsidiary and Vaclensa that are not owned by the Company as of the date hereof.


1.1.110	“ Reserve Escrow Amount ” has the meaning set forth in Paragraph 10.5.1(iv).


1.1.111	“ Security Documents ” means the security documents executed as at the date hereof by the Company and/or the Sellers in order to secure the Company’s payment obligations arising under the Senior Facilities Agreement.


1.1.112	“ Sellers ” has the meaning set forth in the introductory part of this Agreement.


1.1.113	“ Sellers’ Best Knowledge ” means, in the context of representations and warranties set forth in Exhibit 8.1.1 , the actual knowledge or the knowledge they should have had, after diligent inquiry and investigation in accordance with their respective statutory duties under applicable law, as of the date hereof, of Mr. Mauro Roversi, Mr. Francesco Lodrini and the Managers.


1.1.114	“ Sellers’ Representative ” has the meaning set forth in Paragraph 15.1.


1.1.115	“ Senior Facilities Agreement ” means the senior facilities agreement entered into by and among, inter alia, the Company, Banca IMI S.p.A. (formerly Intesa Sanpaolo S.p.A.) and UniCredit S.p.A. on 27 February 2006 as amended from time to time, including on 2 July 2014.

1.1.116

“ Shareholders’ Loans ” means (i) the loan granted by Ambienta to the Company on 2 July 2014; (ii) the loan granted by Ambienta to the Company on 28 July 2016; (iii) the loan granted by AP to the Company on 31 October 2016; (iv) the loan granted by PCA to the Company on 31 October 2016; (v) the loan granted by GV to the Company on 31 October 2016; and (vi) the loan granted by FDA to the Company on 2 November 2016.


1.1.117	“ Shares ” means collectively the Ambienta Shares and the Management Shares.


1.1.118	“ Soteco Benelux ” has the meaning set forth in Exhibit (C) .


1.1.119	“ Step Plan ” has the meaning set forth in Paragraph 7.2.1(i).


1.1.120	“ Subsidiary ” or “ Subsidiaries ” means either the Italian Subsidiary or the Foreign Subsidiaries, or both, as the case may be.


1.1.121	“ Target Companies ” means, collectively, the Company and the Subsidiaries.


1.1.122	“ Tax ” or “ Taxes ” mean all taxes and duties imposed by any national or local taxing authority, including, to the extent applicable, income, property, excise, sale, use, capital stock, profits, withholding, social security, unemployment, disability, stamp, alternative minimum, value added and franchise taxes.


1.1.123	“ Tax Authority ” means any competent governmental authority in charge of imposing and/or collecting any Tax.


1.1.124	“ Tax Period Before Closing Date ” means any Tax assessment period ending on or before the Closing Date.


1.1.125	“ Tax Returns ” means any return, declaration or notice relating to any Tax, which must be made to a Tax Authority under applicable laws.


1.1.126	“ Third Party Claim ” has the meaning set forth in Paragraph 10.3.2(i).


1.1.127	“ Trade Control Laws ” has the meaning set forth in Exhibit 8.1.1 .

1.1.128

" Uninsured Claims " means claims by the Purchaser against the Sellers in respect of claims under Article 10 (w) for which the Insurer has expressly excluded liability under the Policy, (x) that do not meet either the de minimis or the deductible threshold under the Policy, (y) that exceed and to the extent that they exceed the limitation of liability of the Policy or (z) that are otherwise not covered by the Policy.


1.1.129	“ Vaclensa ” has the meaning set forth in Exhibit (C) .


1.2	Interpretation

Unless otherwise expressly indicated or required by the context:


1.2.1	all capitalized terms defined in this Agreement shall have the meaning so defined through this Agreement;


1.2.2	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 thereof;


1.2.3	the words “control”, “controlling”, or “controlled”, when used in this Agreement, shall have the meaning provided in Article 2359, Paragraph 1, no. 1, of the Civil Code;


1.2.4	the words “comprised”, “included”, “including”, “in particular” and similar words shall be construed without limitation and therefore such words do not exclude the non-expressed cases;


1.2.5	the term “month”, when used in this Agreement, shall mean the lapse of time beginning on a given day of a calendar month and ending on the corresponding day of the following calendar month, all as more fully provided in Article 2963, Paragraphs 4 and 5, of the Civil Code;


1.2.6	the terms defined in the singular shall have the comparable meaning when used in the plural, and vice versa;


1.2.7	any reference to Articles, Paragraphs, Exhibits or Annexes contained in this Agreement shall be deemed to be a reference to Articles, Paragraphs hereof or Exhibits or Annexes hereto;


1.2.8	any reference to a provision of law shall be considered as comprehensive of any amendment or supplement which from time to time have been introduced to such provision of law, and comprehensive of any secondary regulation implementing such provision of law;


1.2.9	any reference to a specific Person refers to such Person and to its successors and, to the extent as permitted under this Agreement, to its assignee, if any;


1.2.10	should any reference under this Agreement to a period of time be made by referring to a number of days, those days shall be computed by excluding the first day and by including the last day, unless the latter falls on a day which is not a Business Day, in which case the last day will fall on the following Business Day;

1.2.11

the language throughout this Agreement shall in all cases be construed without any presumption that the terms hereof shall be more strictly construed against one Party than the others, by reason of the principle contemplated in Article 1370 of the Civil Code, it being acknowledged that both Parties have actively participated to the negotiation and definition of the terms and conditions of this Agreement; and


1.2.12	any reference in this Agreement to an obligation of a Party to procure or cause that another Person complies with an obligation shall be construed as a “promessa dell’obbligazione o del fatto del terzo” under Article 1381 of the Civil Code.


2	Sale and purchase of the Shares


2.1	Transfer of the Shares


2.1.1	Subject to the terms and conditions set forth in this Agreement, including Paragraph 2.2.2, Article 10 and the adjustment mechanism under Paragraph 2.4:


(i)	Ambienta shall sell and transfer to the Purchaser the Ambienta Shares, effective as of the Closing Date, against the payment of the Closing Ambienta Price (as defined in Paragraph 2.2.2(i) below);


(ii)	FDA shall sell and transfer to the Purchaser the FDA Shares, effective as of the Closing Date, against the payment of the Closing FDA Price (as defined in Paragraph 2.2.2(ii) below);


(iii)	PCA shall sell and transfer to the Purchaser the PCA Shares, effective as of the Closing Date, against the payment of the Closing PCA Price (as defined in Paragraph 2.2.2(iii) below);


(iv)	AP shall sell and transfer to the Purchaser the AP Shares, effective as of the Closing Date, against the payment of the Closing AP Price (as defined in Paragraph 2.2.2(iv) below); and


(v)	GV shall sell and transfer to the Purchaser the GV Shares, effective as of the Closing Date, against the payment of the Closing GV Price (as defined in Paragraph 2.2.2(v) below).


2.1.2	Ambienta hereby waives its pre-emption right under article 8 of the by-laws of the Company currently in force with respect to the sale and transfer of the Managers Shares.


2.2	Provisional Purchase Price


2.2.1	Subject to the adjustment set forth under Paragraph 2.4 below, the aggregate purchase price for the Shares (the “ Provisional Purchase Price ”) as detailed in Exhibit 2.2.1 will be an amount equal to:


(a)	EUR 330,000,000 (three hundred thirty million) (the “ Base Consideration ”), minus

(b)

the total amount of the adjusted net debt, working capital adjustment and additional adjustments set out in Exhibit 2.2.1(b)1-3 (the “ Bridge to Equity Calculation ”), calculated based on the 2016 Audited Financial Statements and delivered by the Sellers’ Representative to the Purchaser along with the 2016 Audited Financial Statements in accordance with the provisions of Paragraph 4.4 below (the “ Provisional Bridge to Equity Calculation ”); Exhibit 2.2.1(b)1-3 includes also all relevant definitions and an illustration of how the Bridge to Equity Calculation has been calculated based on the Locked Box Accounts, minus

(c)

the aggregate cost and expense, including legal expense, related to the settlement of the IP Litigation, if the IP Litigation is fully and finally settled by the Sellers on or prior to Closing pursuant to a settlement agreement that does not provide for any restrictive or other covenants binding against the Target Companies or any Affiliates thereof (the “ IP Litigation Pre-Closing Settlement ”).


2.2.2	As consideration for the sale and purchase of the Shares, on the Closing Date, the Purchaser shall pay to the Sellers the Provisional Purchase Price minus the Escrow Amounts (the “ Closing Purchase Price ”) and, at the Closing, the Closing Purchase Price shall be allocated as follows:


(i)	to Ambienta, 99.271% of the Closing Purchase Price (the “ Closing Ambienta Price ”);


(ii)	to FDA, 0.417% of the Closing Purchase Price (the “ Closing FDA Price ”);


(iii)	to PCA, 0.104% of the Closing Purchase Price (the “ Closing PCA Price ”);


(iv)	to AP, 0.104% of the Closing Purchase Price (the “ Closing AP Price ”);


(v)	to GV, 0.104% of the Closing Purchase Price (the “ Closing GV Price ”); and


(vi)	to Escrow Agent, the Escrow Amounts.


2.3	Adjustment to the Provisional Purchase Price

2.3.1

If the Purchaser has any objections to the Provisional Bridge to Equity Calculation as notified by the Sellers’ Representative to the Purchaser pursuant to Paragraph 4.4 below, the Purchaser, must deliver to the Sellers’ Representative a written statement (an “ Objections Statement ”) setting forth a description in reasonable detail of its objections thereto and certifying that all such objected items are being objected to in good faith. If an Objections Statement is not delivered to the Sellers’ Representative in the period between the day after the Closing Date and 20 (twenty) Business Days after Closing Date, the Provisional Bridge to Equity Calculation will be final, binding and non-appealable by the Parties hereto.

2.3.2

If the Purchaser timely delivers an Objections Statement to the Sellers’ Representative, then the Purchaser and the Sellers’ Representative will negotiate in good faith to resolve any objections set forth in the Objections Statement, but if they are unable to resolve all disputed items by the end of 10 (ten) Business Days after the date of delivery of the Objections Statement, then the remaining items in dispute will be submitted to the Independent Accounting Firm, it being agreed that:

(i)

the Independent Accounting Firm will: (a) consider only the disputed matters set out in the Objection Statements; (b) allow the Sellers’ Representative and the Purchaser to present their reasons and objections; (c) determine the Bridge to Equity Calculation calculated pursuant to the 2016 Audited Financial Statements, all in accordance with the definitions and calculations set out in Exhibit 2.2.1(b) ; (d) determine the calculation of the Final Purchase Price (as defined below) based on the Bridge to Equity Calculation calculated pursuant to point (c) above; (e) be required to provide reasonably detailed written explanations of its determinations with respect to any disputed matters; and (f) prepare and deliver to the Sellers’ Representative and the Purchaser its determination within 30 (thirty) Business Days of its acceptance of the appointment;


(ii)	any communication between the Independent Accounting Firm and the Sellers or the Purchaser shall also be copied to, respectively, the Purchaser or the Sellers’ Representative, and whenever the Independent Accounting Firm wishes to meet or discuss with the Sellers’ Representative or the Purchaser, it shall also enable the other Party to participate in the meeting or discussion;

(iii)

the Parties, to the extent of their respective capacity, shall procure that the Independent Accounting Firm has access to all relevant books, records, financial statements, and other relevant information relating to the Target Companies, and to the top management of the same, and they shall cooperate with the Independent Accounting Firm in connection with all of the above to any extent reasonably required;


(iv)	the Independent Accounting Firm will act as a contractual expert (perito contrattuale) and not as an arbitrator (arbitro), only to the extent required to make the determinations contemplated by this Paragraph 2.3.2; and


(v)	the costs, fees and expenses of the Independent Accounting Firm shall be shared 50/50 between the Sellers and the Purchaser. Each Party shall pay the fees of its own advisors.

2.3.3

The determination of the Provisional Bridge to Equity Calculation (i) prepared and notified by the Sellers’ Representative to the Purchaser pursuant to Paragraph 4.4 below, for which the Purchaser did not serve any Objection Statement within the deadline set out in Paragraph 2.3.1, and/or (ii) for which an agreement is reached between the Sellers’ Representative and the Purchaser pursuant to Paragraph 2.3.2, and/or (iii) made by the Independent Accounting Firm with respect to the disputed matters pursuant to Paragraph 2.3.2, shall be final and binding between the Sellers and the Purchaser, and shall not be subject to appeal, challenge or any other subsequent review (the “ Final Bridge to Equity Calculation ”).


2.4	Provisional Purchase Price Adjustment


2.4.1	The Provisional Purchase Price shall be adjusted as follows:


(i)	if the Final Bridge to Equity Calculation is smaller (i.e. lower) than the Provisional Bridge to Equity Calculation, the Purchaser shall pay to the

Sellers, on an euro per euro basis, the entire amount of such difference in accordance with Paragraph 2.4.2; and


(ii)	if the Final Bridge to Equity Calculation is greater (i.e. higher) than the Provisional Bridge to Equity Calculation, subject to Paragraph 10.5, an amount equal to the entire amount of such difference shall be released to the Purchaser from the Leakage and Adjustment Escrow Amount in accordance with Paragraph 2.4.2.

2.4.2

Any payment pursuant to Paragraph 2.4.1(i) above shall be made in immediately available funds pursuant to the provisions of Paragraph 2.5 below within 5 (five) Business Days as of the date on which the determination of the Final Bridge to Equity Calculation shall have become final and binding among the Parties pursuant to the provisions of Paragraph 2.3.2 above, it being understood that any payment to the Sellers shall be allocated to each of the same in the percentages set forth under Paragraph 2.2.2 for the payment of the Closing Purchase Price. Any amounts owed by the Sellers to the Purchaser pursuant to Paragraph 2.4.1(ii) above shall be released from the Leakage and Adjustment Escrow Amount within 5 (five) Business Days as of the date on which the determination of the Final Bridge to Equity Calculation shall have become final and binding among the Parties pursuant to the provisions of Paragraph 2.3.2 above.


2.4.3	The Closing Purchase Price, as adjusted pursuant to Paragraph 2.4.1 above, shall be considered as the “ Final Purchase Price ” for any purposes hereunder.


2.4.4	The Parties acknowledge and agree that the Final Purchase Price is fixed and unmodifiable, and will not be subject to any adjustment and/or revision whatsoever, it being agreed that any Loss indemnified by the Sellers to the Purchaser pursuant to the provisions of this Agreement shall be considered to the maximum extent allowed by applicable Law, as an adjustment to the Final Purchase Price.


2.4.5	All payments to be made by the Purchaser to the Sellers under this Agreement (including the payment of the Final Purchase Price) shall be made without any set-off, deduction on account of any commission, cost, Taxes (subject to Paragraph 13.7) or otherwise, exception, counterclaim, defence or condition.


2.5	Method of Payments

All payments to be made by the Purchaser to any of the Sellers under this Agreement shall be made in EUR in immediately available funds by wire transfer to the bank account to be designated by the relevant Seller at least 7 (seven) Business Days prior to the date on which the relevant payment is due.


2.6	Right to Designate

The Purchaser may designate one of its Affiliates to purchase all of the Shares and pay the Purchase Price (the “ Designee ”), provided that such designation is made in accordance with the following provisions:


2.6.1	notwithstanding anything in Article 1403 of the Civil Code to the contrary, each designation will be sufficiently made if notified in writing to the Sellers’ Representative, together with the written acceptance of the Designee;


2.6.2	any designation pursuant hereto will be notified to the Sellers’ Representative no later than 3 (three) Business Days prior to the Closing Date;


2.6.3	the Purchaser shall be jointly and severally liable with the Designee in respect of the punctual and exact performance by the Designee of the duties and obligations arising under or in connection with this Agreement; and


2.6.4	upon notification of a designation in accordance with this Paragraph 2.6, any reference in this Agreement to the “Purchaser” will be construed and interpreted as a reference to the Designee.


3	Locked Box

The Sellers, severally and not jointly, represent and warrant to the Purchaser, in relation to the period from the Locked Box Date to the date hereof, and undertake to procure, in relation to the period from the date hereof to the Closing Date (included), that, except (i) as disclosed in the document attached hereto as Exhibit 3.1, (ii) for the salaries or other forms of remuneration paid or to be paid to the current members of the boards of directors or executives of the Target Companies (each of which is as set forth on the document attached hereto as Exhibit 3.2 ) in each case in the ordinary course of business consistent with past practice or in accordance with agreements in force as of the date hereof or (iii) for any acquisition of any Required Minority Interests and/or Other Minority Interests (pursuant to Paragraph 4.2), (a) no Leakage (as defined below) has or shall have occurred and (b) neither the Company nor any of the Subsidiaries have, or will have, declared or paid to, or for the benefit of, any of the Sellers or their Related Parties (the following, collectively, “ Leakage ”):


(1)	any dividend or distribution (whether in cash or in kind), transfer of assets or return of capital (whether by reduction of capital or redemption of shares) from the Company or any of the Subsidiaries to the Sellers, or any of their Related Parties;


(2)	any waiver, deferral or release by the Company or any Subsidiary of any amount or obligation owed or due to the Company or any Subsidiary by the Sellers, or their Related Parties;


(3)	any assumption, indemnification or discharge of any liability (including in relation to any recharging of costs of any kind) of the Sellers or their Related Parties by the Company or any Subsidiary;


(4)	any repayment of principal or interests on any debt or any payment, amendment or agreement by the Company or any Subsidiary in relation to any of its borrowing or indebtedness in the nature of borrowing owed to any of the Sellers and any of their Related Parties;


(5)	other payments or benefits with a monetary value made, or agreed to be made by, or any other action whose effect would be to directly shift economic value from the Company or any Subsidiary to the Sellers or any of their Related Parties;


(6)	any management, service or other charges or fees, bonuses or increased pension contributions paid by the Company or any Subsidiary to the Sellers, or their Related Parties (including directors’ fees, transaction or

retention bonuses for management or advisers’ fees payable in connection with the transaction contemplated by this Agreement paid by the Company or any Subsidiary); or


(7)	any undertaking to do any of the foregoing;

it being understood that any violation of the provisions of this Article 3 shall be indemnified by the Sellers on an Euro by Euro basis and such indemnification shall be subject to no monetary limitations.


4	Pre-Closing Actions


4.1	Directors and Statutory Auditors


4.1.1	The Sellers undertake to:

(i)

on or prior to Closing, cause the directors of the Company and the Italian Subsidiary to resign or otherwise cease from their offices with effect as of the Closing Date and deliver to the Purchaser resignation letters in the form attached hereto as Exhibit 4.1.1(i) , such letter to declare that they have no claim of any form of severance indemnification or similar indemnity as a consequence of their resignation or termination from office, except for accrued compensation until the Closing Date;

(ii)

upon reasonable request of the Purchaser, on or prior to Closing, use their reasonable efforts to cause such members of the board of directors of any Target Companies as identified by the Purchaser to resign or otherwise cease from their offices with effect as of the Closing Date and deliver to the Purchaser resignation letters (or, in the case that they are otherwise ceased, declarations substantially) in a form to be agreed between the Parties;


(iii)	on or prior to Closing, use their reasonable efforts to cause the (standing and alternate) members of the board of statutory auditors of the Company and the Italian Subsidiary to resign or otherwise cease from their office with effect as of Closing and deliver to the Purchaser resignation letters in the form attached hereto as Exhibit 4.1.1(iii) ; and


(iv)	cause, in accordance with applicable law and the relevant by-laws, proper shareholders' meetings of the Company and the Italian Subsidiary (and, if applicable, of the other Target Companies) to be validly called on the Closing Date in order to put the Purchaser in the condition of carrying out all the actions required to be carried out by Purchaser under Paragraph 4.1.2 below.


4.1.2	On the Closing Date, immediately after the acquisition of the Shares, the Purchaser shall cause the ordinary shareholders’ meetings of the Company and the Italian Subsidiary to be validly held to resolve upon the following agenda:


(i)	the appointment of new directors and (if appropriate) new statutory auditors of the Company or the Italian Subsidiary, as the case may be, to replace the directors and statutory auditors who have ceased from their office pursuant to Paragraph 4.1.1 above; and


(ii)	the release and discharge of the directors and the statutory auditors of the Company or the Italian Subsidiary, as the case may be, who have ceased from their office pursuant to Paragraph 4.1.1 above (also for the purposes of Article 2393, last Paragraph, of the Civil Code);

by adopting the resolutions (including the relevant annex) attached hereto as Exhibit 4.1.2 .

4.1.3

Without prejudice to the provisions of Paragraph 4.1.2 above, the Purchaser undertakes, except in case of fraud or willful misconduct, to hold harmless and fully indemnify the directors and the statutory auditors who will have ceased from their office pursuant to Paragraph 4.1.1 above (the “ Indemnified Parties ”) from and against any and all liabilities, costs (including legal fees) and damages that may arise as a consequence of any action, suit, claim or litigation brought against them by the Company, its shareholders (after the Closing), the Italian Subsidiary, the Purchaser, or any Affiliate of the Purchaser, in relation to facts, acts or omissions related to their office as directors and/or statutory auditors, as the case may be, of the Company or the Italian Subsidiary occurring through the Closing Date. The undertakings of the Purchaser set out in this Paragraph 4.1.3 shall be irrevocable (within the meaning and for the purposes of Article 1411 of the Civil Code) and shall remain in full force and effect until such time when any claim against the Indemnified Parties is barred by virtue of the expiration of the applicable statute of limitations.


4.1.4	On the Closing Date, the Purchaser shall deliver to the Sellers letters addressed to each Indemnified Party confirming the undertakings set out in Paragraph 4.1.3, in the form of the draft letter (including the relevant annex) attached hereto as Exhibit 4.1.4 .


4.2	Minority Interest Buyouts

4.2.1

Upon reasonable request of the Purchaser, prior to the Closing Date, each Seller will, and will cause the Target Companies to, cooperate with the Purchaser to acquire direct or indirect ownership of 100% of all the participation interests, free and clear of any Lien, in the Subsidiaries (other than the Italian Subsidiary and Vaclensa) that are not wholly owned (directly or indirectly) by the Company as of the date hereof, including Interclean, IPC Spain, Soteco Benelux, Eagle, IPC Norway, IPC Sweden, CT and IPC Euromop (such participation interests not owned, directly or indirectly, by the Company, the “ Other Minority Interests ”). The acquisition of or any agreement to acquire such participation interests in the Subsidiaries shall require the prior written consent of the Purchaser.

4.2.2

It is understood that the acquisition (or the cooperation for the acquisition) of any Other Minority Interests completed prior to Closing upon request of the Purchaser will not constitute a Leakage and that the Purchaser will hold the Sellers fully harmless and indemnified from and against any and all liabilities, costs and damages that may arise as a direct consequence of any of the abovementioned acquisitions (or cooperation for the acquisitions) of the Other Minority Interests.


4.2.3	The Sellers shall not, and shall cause the Target Companies not to, acquire the Required Minority Interests pursuant to Paragraph 5.2.1(i) (a) unless such acquisition requires only a one-time payment and (b) if the terms of such

acquisition include any royalties or other ongoing payment obligations or any restrictive or other covenants binding against the Target Companies or any Affiliates thereof


4.3	Financing

Prior to the Closing, the Sellers shall, and shall cause each of the Target Companies to, cooperate and cause the respective officers, employees and advisors, including legal and accounting, of the Company and each of its Subsidiaries to reasonably assist the Purchaser, at the Purchaser’s sole expense, in connection with the arrangement of the Financing as is customary and may be reasonably requested by the Purchaser, including using reasonable efforts to:


(i)	upon reasonable notice, participate in a reasonable number of meetings and presentations with rating agencies, the Financing Sources, prospective lenders or investors and drafting sessions;


(ii)	assist with the preparation of materials for bank information memoranda, private placement memoranda and similar documents reasonably necessary in connection with the Financing;


(iii)	prepare and furnish to the Purchaser and the Financing Sources all Financing Information; and


(iv)	furnish the Purchaser and the Financing Sources with all documentation and other information required by Authorities with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations, pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001));

provided , however , that the Sellers shall not be required to provide, or cause any of the Target Companies to provide, cooperation under this Paragraph 4.3 that: (w) interferes with the ongoing business of the Company or any of its Subsidiaries; (x) causes any representation or warranty in this Agreement to be breached; (y) causes any Closing Condition to fail to be satisfied or delayed, or otherwise causes the breach of this Agreement; or (z) requires the Company or any of its Subsidiaries to take any action that would reasonably be expected to conflict with or violate its Governing Documents or any law. The Sellers hereby consent to the reasonable use of the Company’s and the Subsidiaries’ logos in connection with the Financing, provided that such logos are used in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of the Subsidiaries or the reputation or goodwill of the Company or any of the Subsidiaries. The Purchaser will hold the Sellers fully harmless and indemnified from and against any and all liabilities, costs and damages that may arise as a direct consequence of any action of the Sellers or any Target Companies or otherwise under this Paragraph 4.3.


4.4	Audited Financial Statements and Provisional Bridge to Equity Calculation

As promptly as reasonably practicable after the date of this Agreement, the Sellers shall, at their expense, deliver to the Purchaser the 2016 Audited Financial Statements and the Provisional Bridge to Equity Calculation.


4.5	Updated Step Plan

Within 21 (twenty-one) days after the date of this Agreement, the Sellers shall deliver, or caused to be delivered, to the Purchaser an updated Step Plan, reasonably satisfactory to the Purchaser, detailing the steps to be taken (x) to pay off all outstanding indebtedness of the Target Companies, including all outstanding borrowings under the Senior Facilities Agreement, the Bilateral Facilities Agreements and the Shareholders’ Loans, as of the Closing and (y) to have the full and unconditional release of all pledge over the Shares as of the Closing and of any other securities over any assets of the Target Companies related to such indebtedness as of the Closing.


5	Conditions Precedent


5.1	Closing Conditions

The obligations of the Parties to proceed with Closing pursuant to this Agreement are subject to the satisfaction of the Purchaser Conditions set forth in Paragraph 5.2 below and the achievement by the Parties of the Clearance as set forth in Paragraph 5.3 below (collectively, the “ Closing Conditions ”).


5.2	Conditions to the Obligations of the Purchaser


5.2.1	The obligations of the Purchaser to proceed with Closing pursuant to this Agreement are subject to the following conditions (collectively, the “ Purchaser Conditions ”) which shall be satisfied on or prior to Closing:


(i)	the acquisition of the Required Minority Interests resulting in the Company’s direct ownership of 100% of all the participation interests in the Italian Subsidiary and Vaclensa free and clear of any Lien;


(ii)	(x) the representations and warranties contained in Exhibit 8.1.1 under point A (Fundamental Representation and Warranties) shall be true, correct and accurate in all respects as of the date hereof and as of the Closing Date and (y) the receipt of a written confirmation executed by the Sellers confirming the foregoing clause (x); and


(iii)	the receipt of the 2016 Audited Financial Statements and the Provisional Bridge to Equity Calculation by the Purchaser.


5.3	Clearance

5.3.1

On or prior to the expiration of the term provided for in Paragraph 5.4.1 below (as may be extended pursuant thereto), the purchase and sale of the Shares and all the other transactions contemplated hereby will have been, or deemed to have been by virtue of the passage of a specified time, officially approved, cleared or granted an exemption by the German antitrust authority, being Germany the only jurisdiction in which any approval, clearance or exemption is required by applicable law (the “ Clearance ”).

5.3.2

To the extent it is required by any applicable law, as soon as possible following the date of this Agreement and, in any case, by and not later than 10 (ten) Business Days from such date, the Purchaser shall duly and properly file all applications, requests and other documents that are required in order to obtain the Clearance; the Purchaser shall keep the Sellers’ Representative timely informed of all steps taken pursuant hereto, and the Sellers shall reasonably cooperate with the

Purchaser to obtain the Clearance as soon as possible. To this effect, the Purchaser shall submit to the Sellers’ Representative a draft of any document(s) to be filed with the relevant authority pursuant hereto prior to making any such filing, and the Sellers’ Representative will have the right to provide its comments, if any, to the Purchaser, which shall take such comments into due account and shall use its reasonable efforts to incorporate them into the document(s).


5.3.3	The Purchaser acknowledges, agrees and undertakes to the Sellers as follows:


(i)	the Purchaser has thoroughly investigated the markets and the regulatory environment in which the Purchaser’s group and the Company’s group operate, availing itself of antitrust and regulatory experts (including legal counsel), and has obtained from such experts indications concerning the feasibility of the concentration resulting from the transactions contemplated in this Agreement;


(ii)	before the date hereof, the Sellers have made available financial, commercial and other information regarding the Company and its business that, combined with the information otherwise available to the Purchaser, is sufficient in order to make a full, complete, and accurate filing;

(iii)

the Purchaser shall take all actions necessary or appropriate to obtain the Clearance as soon as possible after the date of this Agreement, and undertakes to the Sellers to comply with and accept, and shall cause any other company of the Purchaser’s group to undertake vis-à-vis any competent authority to comply with and accept, any condition, undertaking, or measure as necessary to obtain the Clearance as promptly as practicable after the date hereof, including by negotiating, committing to and effecting (whether by consent decree, hold separate order or otherwise) the sale, divestiture, licensing or other disposition of assets or businesses of the Purchaser and its Affiliates or the Company or its Subsidiaries, accepting any operational restrictions, or otherwise taking or committing to take any actions that may limit any of Purchaser group’s or the Company group’s freedom of action with respect to any of their respective assets, properties, licenses, rights, product lines, operations or businesses (provided that any such action or transaction may be conditional upon the occurrence of the Closing); and

(iv)

the Purchaser agrees that any and all fees, costs, burdens and expenses incurred in order to comply with any conditions, undertakings, or measures requested or imposed by any competent antitrust authority in obtaining the Clearance shall be borne exclusively by the Purchaser and its Affiliates, without any impact on the Purchase Price, which will not be subject to any amendment, adjustment or revision.


5.3.4	Without prejudice to the generality of the foregoing, the Purchaser shall abstain, and shall procure that its Affiliates shall abstain, from any action or omission which could, directly or indirectly, have the effect of delaying, impairing or impeding the obtainment of the Clearance by the deadline set out in Paragraph 5.4.1 below.


5.3.5	The Purchaser represents to the Sellers that neither the Purchaser nor any entity

directly or indirectly controlling, controlled by, or under common control with, the Purchaser, is currently holding, or will hold on or before Closing, a controlling participation in any entity active in the business of the Company and/or any of the Subsidiaries, nor is any of them negotiating any transaction which might hinder or delay the obtainment of the Clearance, and the Purchaser undertakes not to, and undertakes to procure that none of its Affiliates will, on or before Closing, initiate, take part or engage in any of such negotiations.

5.3.6

The Parties agree that, for the purposes of this Agreement, the Clearance will be deemed to have been granted even if the approvals, clearances and exemptions contemplated under Paragraph 5.3.1 above are subject to orders, provisions, conditions or obligations (including the disposal of some assets or participation owned by the Company and/or the Subsidiaries) on the Purchaser by the relevant authorities which subordinate the execution of the provisions of this Agreement to the fulfilment of prescriptions, restrictions, measures and/or conditions of any type (including the disposal of any asset or participation owned by the Company and/or the Subsidiaries). To this effect, the Purchaser agrees to bear the entire risk and cost of complying with any prescriptions, restrictions, measures and/or conditions of any type (including the disposal of any asset or participation owned by the Company and/or the Subsidiaries) and of any consequence thereof.


5.4	Non-occurrence of Clearance condition


5.4.1	In the event that, in spite of the Parties’ efforts, the condition set forth in Paragraph 5.3 above is not satisfied on or prior to 30 April 2017, at the request of the Sellers to be notified to the Purchaser within the following 5 (five) Business Days, the aforesaid term of 30 April 2017 shall be automatically extended to 31 May 2017.

5.4.2

In the event that the condition set forth in Paragraph 5.3 above is not satisfied on or prior to the term provided in Paragraph 5.4.1 (if extended, then as extended), this Agreement shall automatically terminate and the Parties shall be released of all obligations hereunder except: (i) for any rights or obligations arising under this Article 5 and Articles 11, 12, 13, 14 and 16; and (ii) for any rights or obligations arising in connection with any breach of the obligations under this Agreement.


6	Interim Management Covenants

6.1

Except as otherwise provided in this Agreement or under Paragraphs 6.3 and 6.4 below, during the period from the date of this Agreement to the Closing Date (the “ Interim Period ”), the Sellers shall (and shall cause the Target Companies to) (i) ensure that the Business of the Company, the Italian Subsidiary and the other Subsidiaries is properly conducted in the ordinary course, consistent with past practice, (ii) not enter into any agreement, or incur any obligation, liability or indebtedness or take any other action not in the ordinary course of business and (iii) not take any action that may cause any of the representations or warranties of the Sellers contained in this Agreement to become untrue or incorrect. In particular, but without limitation, except as provided under Paragraphs 6.3 and 6.4 below, the Sellers shall not carry out the following actions concerning the Company and/or any Subsidiary, and shall cause the Company and/or the Subsidiaries not to carry out the following actions:


6.1.1	declare or pay any dividend or other distribution or reduce its/their paid-up share capital or purchase or otherwise acquire any interest in their own equity;


6.1.2	make any paid or free increase of corporate capital or reduction of corporate capital, issue or agree to issue or allot any share capital or grant any option or right to subscribe for any share capital;


6.1.3	sell, transfer, pledge, mortgage, encumber, lease, submit to any Lien or otherwise dispose of any fixed tangible or intangible assets or properties having a unitary value exceeding EUR 100,000 (one hundred thousand), unless in order to comply with the provisions of the Senior Facilities Agreement, the Bilateral Facilities Agreements and/or the Security Documents;

6.1.4

hire additional executives ("dirigenti") or fire existing executives; change the type of employment contracts granted to existing employees (except in the event the Company or a Subsidiary permanently hires workers upon natural expiration of their current employment agreement, and except for turning apprentices or temporary workers into permanent employees in the ordinary course of business); enter into, substantially amend or terminate any agreement with local unions;


6.1.5	institute, adopt or amend (or commit to institute, adopt or amend) any pension, retirement, deferred compensation, vacation or paid time off, bonus, profit-sharing, severance or other benefit plan, policy, program or arrangement applicable to any such employee of the Target Companies;


6.1.6	waive any rights or settle any claims (other than those related to accounts receivable) having a unitary value exceeding EUR 200,000 (two hundred thousand);


6.1.7	make any single capital expenditure exceeding EUR 200,000 (two hundred thousand);


6.1.8	acquire or dispose, in any form, of any real properties or any participations in the equity of other companies or acquire, dispose of, or lease (as lessor or lessee) any business or segment of business, having a unitary value exceeding EUR 200,000 (two hundred thousand);


6.1.9	enter into or amend or terminate any agreement that would constitute a Material Contract, unless in the ordinary course of business consistently with past practice;


6.1.10	enter into any guarantee for the obligations of third parties;

6.1.11

incur any new financial indebtedness (including new working capital or revolving facilities and factoring advances or finance leases) except under existing credit lines in the ordinary course of business, or grant or repay any loan or any other financing, including any shareholder financing pursuant to article 2497 of the Civil Code by the Company and/or any Subsidiary in favor of the Sellers, their Affiliates or Related Parties;


6.1.12	change the Governing Documents or any corporate documents of any of the Target Companies, or approve or make any stock offering or other change in the capital structure of any Target Company;


6.1.13	unless otherwise indicated in this Agreement, incorporate any type of corporate entity, acquire a minority or majority interest in any corporate entity or acquire, through any procedure whatsoever, subsidiaries in addition to the Subsidiaries;


6.1.14	license any of the Intellectual Property Rights; or


6.1.15	agree to do any of the foregoing.

6.2

If, during the Interim Period, the Sellers intend to cause the Company and/or any Subsidiary to take any of the actions referred to in Paragraph 6.1 which are not otherwise permitted or approved by any other provisions of, or any Exhibit or Annex to, this Agreement, the Sellers’ Representative shall notify the Purchaser in writing of such action and shall make itself available to discuss with the Purchaser on the corporate benefit and the reasons for not delaying such action until after the Closing Date. Any action notified to the Purchaser by the Sellers’ Representative in respect of which the Purchaser does not express its dissent in writing within and no later than 3 (three) Business Days from the date of receipt of the relevant written notification shall be deemed to have been approved by the Purchaser.


6.3	The Purchaser acknowledges that the actions and transactions described in Exhibit 6.3 have been commenced prior to the date of this Agreement or are planned to be commenced during the Interim Period, and agrees that such actions and transactions will not constitute a breach of Paragraph 6.1 above.


6.4	Anything in this Article 6 or any other provision of this Agreement to the contrary notwithstanding, the Company and/or any of the Subsidiaries is entitled to:


6.4.1	take any action as necessary or expedient to perform the transactions listed under Exhibits 3.1 and 3.2 ;


6.4.2	take all actions and/or do such other things as, in its/their reasonable judgment, may be necessary or appropriate to:


(i)	acquire the Required Minority Interests and the Other Minority Interests (pursuant to Paragraph 4.2);


(ii)	comply with any applicable law or any order of any competent public or judicial authority or existing contracts or other obligations;


(iii)	protect the safety and security of any person and/or the environment if required by applicable law;


(iv)	carry out the transactions referred to in Exhibit 6.3 , or comply with the agreements constituting or relating to such transactions (as applicable);


(v)	manage, settle or compromise any of the matters in respect of which the Sellers have agreed to indemnify the Purchaser pursuant to this Agreement (including the IP Litigation Pre-Closing Settlement); and/or


(vi)	comply with this Agreement.

6.5

At least 3 (three) Business Days prior to the Closing Date, the Sellers’ Representative shall notify to the Purchaser the Sellers’ best estimate of the aggregate amount of all the outstanding borrowings (together with all accrued interest and costs thereon and any other commissions and related payments as of the Closing Date) under the Senior Facilities Agreement, the Bilateral Facilities Agreements and the Shareholders’ Loans.


6.6	Any Loss to the Purchaser, the Company or the Subsidiaries caused by violations of the provisions of this Article 6 shall be indemnified by the Sellers on an Euro by Euro basis and such indemnification shall be subject to no monetary limitations.


7	Closing


7.1	Date and Place of Closing

Subject to Article 5, Closing shall take place before a notary public designated by the Purchaser and notified to the Sellers at least 3 (three) Business Days prior to Closing, at the offices of Studio Legale Associato in association with Linklaters LLP, in via Broletto no. 9, Milan, starting at 9:00 a.m. CET, on the later of (x) April 3, 2017 and (y) 5 (five) Business Days following the later of (i) the date on which the Purchaser receives the 2016 Audited Financial Statements and the Provisional Bridge to Equity Calculation from the Sellers pursuant to Paragraph 4.4, and (ii) the obtainment of the Clearance, or at such other place, date and/or time as the Purchaser and the Sellers’ Representative may hereafter agree in writing. The date on which the Closing actually occurs is referred to herein as the “ Closing Date .”


7.2	Actions at Closing

In addition to any other action to be taken and to any other instrument to be executed and/or delivered on the Closing Date pursuant to this Agreement, at Closing:


7.2.1	the Purchaser shall:

(i)

consistently with the Seller’s step plan, attached hereto as Exhibit 7.2.1(i) and to be updated, in a form reasonably satisfactory to the Purchaser, prior to the Closing, detailing the steps to be taken to repay in full all outstanding borrowings under the Senior Facilities Agreement, the Bilateral Facilities Agreements and the Shareholders’ Loans (the “ Step Plan ”), repay in full on behalf of the Company and/or procure that the Company is provided with sufficient funds to repay in full all outstanding borrowings (together with all accrued interest and costs thereon and any other commissions and related payments as of the Closing Date) under the Senior Facilities Agreement, the Bilateral Facilities Agreements and the Shareholders’ Loans; provided that, prior to such repayment, appropriate valid corporate resolutions of the Company reflecting and authorizing such repayment shall have been duly adopted and a copy of which shall have been delivered to the Purchaser;

(ii)

upon release of the pledge over the Shares securing the obligations of the Company under the Senior Facilities Agreement following the payment under Paragraph 7.2.1(i), to be evidenced by delivery to the Purchaser of one or more Bank Release Letters in the form attached hereto as Exhibit 7.2.1(ii) (each, a “ Bank Release Letter ”), consistent with the Step Plan, pay, or cause to be paid, to Ambienta, the Closing Ambienta Price, to FDA, the Closing FDA Price, to PCA, the Closing PCA Price, to AP, the Closing AP Price, to GV, the Closing GV Price and to the Escrow Agent, the Escrow Amounts;


(iii)	pay on behalf of the Company and/or procure that the Company is provided with sufficient funds to pay in full the Required Minority Interests;


(iv)	deliver, or cause to be delivered, to the Sellers, the letters referred to in Paragraph 4.1.4 above;


(v)	after the Shares have been delivered to the Purchaser pursuant to Paragraph 7.2.2(i), deliver, or cause to be delivered, to the Sellers, evidence that the ordinary shareholders’ meeting referred to in Paragraph

4.1.2 above resolved upon the appointment of the new boards of directors and the new boards of statutory auditors (to the extent necessary) and the release and discharge of the resigning directors and statutory auditors pursuant to Paragraph 4.1.2(ii) above;


(vi)	execute and deliver to the Sellers and the Escrow Agent the Escrow Agreement; and


(vii)	execute and deliver, or cause to be executed and delivered, to the Sellers all the other previously undelivered items required to be delivered pursuant to this Agreement or in connection herewith.

7.2.2

Upon release of the pledge over the Shares securing the obligations of the Company under the Senior Facilities Agreement following the payment by the Purchaser or the Company referred to under Paragraph 7.2.1(i) above and the provisions of the comfort documents set out under the relevant Security Document, the Sellers shall, simultaneously with the Purchaser’s actions under Paragraph 7.2.1 and the receipt by the Sellers of satisfactory evidence that the portion of the price respectively due to each of the same has been validly credited on the bank account(s) indicated by the same in accordance with Paragraphs 2.5 and 7.2.1(ii) above:


(i)	deliver, or cause to be delivered, to the Purchaser, the certificates representing the Shares, duly endorsed in a manner legally sufficient, under applicable law, transfer to the Purchaser legal title to the Shares free and clear of any Liens and properly register the Purchaser as the owner thereof in the shareholders’ ledger of the Company;


(ii)	deliver, or cause to be delivered, to the Purchaser, the letters of resignation of the directors and statutory auditors (if any) referred to in Paragraph 4.1.1 above;


(iii)	cause the Sellers’ Representative to execute and deliver to the Purchaser and the Escrow Agent the Escrow Agreement;


(iv)	deliver, or cause to be delivered, to the Purchaser all agreements, instruments or documents related to the acquisition of the Required Minority Interests; and


(v)	execute and deliver, or cause to be executed and delivered, to the Purchaser, all the other previously undelivered items required to be delivered pursuant to this Agreement or in connection herewith.

7.2.3

Simultaneously with the Closing, the Purchaser will deliver to HSBC Bank plc, as escrow agent (the “ Escrow Agent ”), the Escrow Amounts by wire transfer of immediately available funds to an account established by the Escrow Agent (the “ Escrow Account ”) in accordance with the terms of the Escrow Agreement to be executed and delivered by the Purchaser, the Sellers’ Representative and the Escrow Agent on or prior to the Closing Date.


7.3	Transfer of Title

Upon the occurrence of Closing, the Purchaser shall acquire full legal and beneficial title to the Shares and will be entitled to any dividend declared or paid with respect thereto from the Locked Box Date.


7.4	One Transaction

All actions and transactions constituting the Closing pursuant to this Agreement shall be regarded as one single transaction so that, at the option of the Party having interest in carrying out of the specific action or transaction, no action or transaction shall be deemed to have taken place unless and until all the other actions and transactions constituting Closing shall have taken place as provided in this Agreement.


8	Representations and Warranties of the Sellers


8.1	Undertaking of the Sellers


8.1.1	Subject to the provisions under Article 10 below, the Sellers, severally and not jointly, hereby make the representations and give the warranties listed in Exhibit 8.1.1 to the Purchaser, each of which, except as otherwise stated herein, shall be true and correct as of, and as though made on, (i) the date hereof and (ii) subject to the Closing Disclosure Letter, the Closing Date.

8.1.2

The representations and warranties of the Sellers contained in this Article 8 and in Article 3 above are in lieu of all other representations and warranties however provided under applicable law and constitute all the representations and warranties made by the Sellers in connection with the transactions contemplated under this Agreement. No Person has been authorized by the Sellers to make any representation or warranty relating to the Company, the Subsidiaries or their business or operations, or otherwise in connection with the transactions contemplated by this Agreement, and, if made, such representation or warranty must not be relied upon as having been authorized by the Sellers.

8.1.3

The representations and warranties of the Sellers contained herein are qualified by, and subject to, any disclosure made in this Agreement, in the Exhibits, in the Annexes or, solely with respect to representations and warranties made as of the Closing Date, validly disclosed in the Closing Disclosure Letter, it being understood that no claim for breach of the representations and warranties under Article 10 or otherwise may be asserted by the Purchaser in relation to (i) any facts, acts, transactions or omissions which are disclosed in this Agreement or in the Annexes to Exhibit 8.1.1 or (ii) solely with respect to representations and warranties made as of the Closing Date, any facts which are disclosed in the Closing Disclosure Letter pursuant to Paragraph 1.1.27. The Parties agree that, for purposes of this Agreement, “disclosure” shall mean fairly disclosed only in the documents described in the first sentence of this Paragraph 8.1.3 and not in any data room.


8.2	No further representations

8.2.1

Notwithstanding anything contained in this Article 8 or any other provision of this Agreement, the Sellers are not making and shall not make any representation or warranty whatsoever, express or implied, except for those set forth in Exhibit 8.1.1 and in Article 3, and in entering into this Agreement and acquiring the Shares from the Sellers the Purchaser expressly acknowledges and agrees that it is not relying

on any statement, representation or warranty, including those which may be contained in any materials provided to the Purchaser during the Due Diligence Activities, other than those set forth in Article 8 and in Article 3.

8.2.2

Without limiting the generality of Paragraph 8.2.1 above, the Sellers make no representation and give no warranty to the Purchaser as to the accuracy and completeness of any estimates, evaluations, financial projections, business plans or budgets, forecasts, forward looking statements or other management analyses that may have been delivered to the Purchaser or its advisors during the Due Diligence Activities or before or after the date hereof, nor as to the future profitability or financial performance of the Company and/or the Subsidiaries.


9	Representations and Warranties of the Purchaser


9.1	Undertaking of the Purchaser

The Purchaser hereby makes the following representations and gives the following warranties to the Sellers, each of which shall be true and correct as of, and as though made on, the date hereof and the Closing Date, except as otherwise stated herein or affected by transactions contemplated herein or otherwise agreed in writing by the Parties.


9.2	Organization and Standing


9.2.1	The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota, United States of America, and has full power and authority to conduct its business as presently conducted and to own its assets and properties as presently owned.


9.2.2	The Purchaser is not insolvent or subject to any bankruptcy, liquidation, composition with creditors or similar bankruptcy or bankruptcy-like proceedings. The Purchaser is not subject to any court order which could affect or limit the execution, delivery and performance by them of this Agreement.


9.3	Authorization

9.3.1

All corporate acts and other proceedings required to be taken by, or on behalf of, the Purchaser to authorize the Purchaser to enter into and to carry out this Agreement have been duly and properly taken, and this Agreement is duly and validly executed and delivered by the Purchaser and constitutes, assuming due authorization, execution and delivery of this Agreement by the Sellers, the valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. All corporate acts and other proceedings required to be taken by, or on behalf of, the Purchaser to enter into and to carry out this Agreement have been duly and properly taken.


9.3.2	Except for the Clearance, no application to, or filing with, or consent, authorization or approval of, or license, permit, registration, declaration or exemption by, any governmental or public body or authority is required to the Purchaser in connection with the execution and performance of this Agreement.


9.4	No Conflict

The execution and delivery of this Agreement and the consummation of the transactions

contemplated hereby will not conflict with, or result in a breach of, or constitute a default under, or give rise to a right of termination, cancellation or acceleration of, the articles of incorporation or the by-laws of the Purchaser, or violate any judgment, order, injunction, award, decree, law or regulation applicable to the Purchaser.


9.5	Diligence

The Purchaser represents that as of the date hereof the Purchaser does not have any actual knowledge of (i) any breach by the Sellers to the representations and warranties listed in Exhibit 8.1.1 or (ii) any fact, matter or circumstance which will give rise to a claim for any such breach under the Policy (where actual knowledge shall mean actual personal knowledge of the individuals named in Exhibit 9.5 and, for the avoidance of doubt, shall not include constructive or imputed knowledge nor any actual knowledge of any other employee, director, officer, representative, advisor, agents of the Purchaser).


9.6	Financial Resources

The Purchaser has adequate resources to complete the purchase of the Shares and to perform all its obligations under this Agreement.


9.7	No Inducement or Reliance

In entering into this Agreement and purchasing the Shares, the Purchaser has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Sellers, any Affiliate of the Sellers, the Company, the Subsidiaries or their Related Parties, or any of their directors, agents, employees, attorneys, advisors or other representative, or by any other Person representing or purporting to represent the Sellers, that are not expressly set forth in this Agreement, whether or not any such representations, warranties or statements were made in writing or orally.


9.8	No Brokers

The Purchaser has not incurred any liability for any brokerage, finder’s or similar fees or commissions in connection with the transactions contemplated hereby, the payment of which can be validly claimed from the Sellers, any Affiliate of the Sellers or their Related Parties.


10	Indemnification Obligations


10.1	Indemnification Obligation of the Sellers

Subject to the provisions of this Article 10 (with particular reference to Paragraph 10.2) and of Article 14 below, the Sellers shall indemnify and hold (x) the Purchaser or (y) upon request of the Purchaser, the Company or any Subsidiary, harmless from and against:

(i)

any Losses incurred or suffered by the Purchaser, the Company or any of the Subsidiaries that would not have been so incurred and/or suffered, had the representations and warranties of the Sellers contained in Article 8, Exhibit 8.1.1 and Article 3 been true, correct and accurate and/or the covenants and undertakings contained in this Agreement been fully performed and complied with according to their terms;

(ii)

notwithstanding any disclosures made in this Agreement or to the Purchaser, any Losses incurred or suffered by the Purchaser, the Company or any of the Subsidiaries arising from or related to the pending dispute for patent infringement between A.Z. Immobiliare S.r.l. (formerly, A.Z. International S.A.) and Filmop S.r.l. against the Italian Subsidiary as described in Annex 18.1 of Exhibit 8.1.1 (the " IP Litigation ");

it being understood that the payment obligations of the Sellers (a) are assumed by each Seller severally and not jointly for the portion of the Losses calculated in proportion to each Seller’s Relevant Percentage and (b) shall be considered for any purposes, to the maximum extent permitted by law, as reduction of the Final Purchase Price.


10.2	Exclusions and Limitations


10.2.1	Time Limits

The Sellers shall not be liable to the Purchaser and shall have no obligation to make any payment to the Purchaser under Paragraph 10.1(i):


(i)	in respect of any claim under Paragraph 10.1(i) which is notified by the Purchaser to the Sellers’ Representative (pursuant to Paragraph 10.3) after the dates set out below:

(a)

in case of claims relating to, or arising from, the untruthfulness, inaccuracy or incorrectness of the representations and warranties of the Sellers contained in Exhibit 8.1.1 or breaches of undertakings or covenants contained in this agreement (other than claims relating to or arising from breaches of the undertakings and covenants referred to in Paragraph (b), (c), (d) below and Article 12), 12 (twelve) months after the Closing Date;


(b)	in case of claims relating to, or arising from, the untruthfulness, inaccuracy or incorrectness of the representations and warranties, or the breach of the undertakings or covenants, referred to in Article 3 (Locked Box) above, 60 (sixty) days after the Closing Date;


(c)	in case of claims relating to, or arising from, the breach of the undertakings or covenants referred to in Article 6 (Interim Management Covenants) above, 60 (sixty) days after the Closing Date;


(d)	in case of claims relating to or arising from the IP Litigation pursuant to Paragraph 10.1(ii), 30 (thirty) months after the Closing Date;

it being understood that, with respect to any claim timely made during the time limits provided herein which is not satisfied, settled or withdrawn at the expiration of such time limits, the Sellers’ obligations under Paragraph 10.1 shall survive the expiration of such time limits to the extent and only if an arbitration proceeding pursuant to Paragraph 16.2 below is started by the Purchaser against the relevant Seller within (under penalty of forfeiture) 3 (three) months after the expiration of the aforesaid time limits.


10.2.2	Exclusions


(i)	Without prejudice to Paragraph 10.2.1 above, the Sellers shall not be liable to the Purchaser and shall have no obligation to make any payment to the Purchaser under Paragraph 10.1:


(a)	to the extent the Loss for which indemnification is sought is caused by, or is increased as a result of, a change in any law or in the guidelines of any authority or governmental body that occurred after the Closing Date;


(b)	to the extent the Loss for which indemnification is sought is caused by, or is increased as a result of, the acquisition of any Other Minority Interests;

(c)

other than any Losses relating to or arising from the IP Litigation pursuant to Paragraph 10.1(ii), to the extent the Loss for which indemnification is sought is covered and actually indemnified by any insurance policy (including the Policy) of the Purchaser, the Company or the Subsidiaries, it being agreed that: (1) in accordance with the terms of and to the extent required by the Policy, the Purchaser shall duly and timely notify to the Insurer the occurrence of any Loss; (2) in accordance with the terms of and to the extent required by the Policy, the Purchaser shall provide the Insurer with any documents required by the same to process the relevant claim; (3) the Purchaser shall use all reasonable endeavors to obtain indemnification by the Insurer under the Policy; and (4) in case indemnification is not obtained, the Purchaser shall provide to the Sellers’ Representative reasonable evidence that the procedure for indemnification under the Policy has been timely and correctly fulfilled in accordance with the terms thereof and that, notwithstanding such compliance, the Insurer has refused to pay for the Loss; provided, however, that any failure of the Purchaser to comply with the provisions of this Paragraph 10.2.2(i)(c) shall not relieve the Sellers of their indemnification obligations under Paragraph 10.1(ii), except to the extent that the Sellers are adversely affected thereby and then only up to the amount by which the Sellers were adversely affected.

(d)

to the extent that the Loss for which indemnification is sought is paid to the Purchaser, the Company or the Subsidiaries by any third party that is not an Affiliate of any of the foregoing Persons (it being understood that, in case and to the extent that any third party pays for a Loss already indemnified by the Sellers, the Purchaser, the Company or the Subsidiaries shall pay to the Sellers an amount equivalent to the amount received from the third party);


(e)	other than any Losses relating to or arising from the IP Litigation pursuant to Paragraph 10.1(ii), in connection with matters or facts fairly disclosed pursuant to Paragraph 8.1.3;


(f)	to the extent the Loss derives from acts or omissions carried out by the Sellers, the Company or the Subsidiaries (pursuant to the Purchaser’s written instructions or consent) between the date of this

Agreement and the Closing Date in full compliance with Article 6 above; or


(g)	in respect of any contingent or potential Loss, unless and until such Loss has become actual and has been finally incurred and paid for by the Purchaser, the Company or any of the Subsidiaries;


(ii)	The amount payable by the Sellers to the Purchaser pursuant to Paragraph 10.1 above, without prejudice to Paragraphs 10.2.1 and 10.2.2(i) above, shall be subject to the following additional exclusions and limitations:

(a)

if and to the extent that (i) the circumstances or events constituting the subject matter of a claim under Paragraph 10.1 above fall within the scope of different representations and warranties of the Sellers contained in this Agreement, (ii) any of such representations and warranties is more specific or relates to a subset of the matters to which the other or others relate, and (iii) such more specific representation and warranty, or representation and warranty that relates to such subset, contains qualifications, limitations or exclusions, then such qualifications, limitations or exclusions shall apply to the circumstances or events constituting the subject matter of the claim; and

(b)

in no event will there be a duplication of indemnification by the Sellers should the same fact, event or circumstance give rise to a right of the Purchaser to receive a payment under several provisions of this Agreement, including, in the event that the same fact, event or circumstance causes the untruthfulness, incorrectness or inaccuracy of multiple representations and warranties under this Agreement.


(iii)	In case of any Tax assessment that only results in the shifting of the Tax burden from one fiscal year to another, any indemnification relating thereto shall be limited to the actual net and final cash cost thereof incurred by the Company and/or any Subsidiary, as the case may be.


10.2.3	Deductions

(i)

Without prejudice to Paragraphs 10.2.1 and 10.2.2 above, in the event and to the extent that the Loss for which indemnification is sought is deductible by the Purchaser or by any of the Target Companies or Subsidiaries for income Tax purposes in any given fiscal year, then, in such event and to such extent, the amount payable by the Sellers to the Purchaser pursuant to Paragraph 10.1 above will be reduced by:

(a)

an amount equal to the actual Tax benefit obtained directly by the Purchaser by virtue of such deduction (even if such Tax benefit applies in subsequent fiscal years; but provided the benefit is actual and not just a potential deductibility), net however of any Tax burden suffered (or legal fees incurred) by the Purchaser or by any of the Target Companies in the same or any subsequent fiscal years with reference to the indemnification amount payable to them by the Sellers hereunder; and

(b)

an amount equal to the relevant percentage of the Tax benefit obtained directly by any of the Target Companies by virtue of such deduction (even if such Tax benefit applies in subsequent fiscal years, but provided the benefit is actual and not just a potential deductibility), net however of any Tax burden suffered (or legal fees incurred) by the Purchaser or by any of the Target Companies in the same or any subsequent fiscal years with reference to the indemnification amount payable to them by the Sellers hereunder).

(ii)

Without prejudice to Paragraphs 10.2.1, 10.2.2 and 10.2.3(i) above but except for the indemnification claims arising from or relating to the IP Litigation under to Paragraph 10.1(ii), the amount payable by the Sellers to the Purchaser pursuant to Paragraph 10.1 above, will be further reduced by any specific provision relating to a specific event, circumstance, condition or matter giving rise to indemnification recorded in the 2016 Audited Financial Statements.


10.2.4	Monetary Limits

(i)

Except for claims relating to or arising from the IP Litigation pursuant to Paragraph 10.1(ii) or the inaccuracy or breach of the representations and warranties, undertakings or covenants contained in Exhibit 8.1.1 under point A (Fundamental Representation and Warranties), Article 3 and Article 6, in respect of which the following limitations shall not apply, and except for breach of any undertakings and covenants herein, the Sellers shall not be liable to the Purchaser pursuant to Paragraph 10.1(i) above if, after applying the exclusions, deductions and limitations set forth in Paragraphs 10.2.1, 10.2.2 and 10.2.3 above:


(a)	the amount due in connection with any single occurrence, or a series of occurrences arising from the same fact, giving rise to liability pursuant thereto does not exceed EUR 50,000 (fifty thousand); and


(b)	until the aggregate of all amounts that would otherwise be due pursuant to Paragraph 10.1(i) above exceeds EUR 300,000 (three hundred thousand), provided that, if such limit is exceeded, the Sellers’ liability shall include the entire amount due pursuant to Paragraph 10.1(i) above.

(ii)

Except for (a) claims relating to or arising from the IP Litigation pursuant to Paragraph 10.1(ii), in relation to which the Sellers’ maximum aggregate liability shall be limited to the IP Litigation Cap, or (b) the inaccuracy or breach of the representations and warranties, undertakings and covenants contained in Exhibit 8.1.1 under point A (Fundamental Representation and Warranties), Article 3 (Locked Box) and Article 6 (Interim Management Covenants), in respect of which the following limitation shall not apply (and none of which shall be aggregated for purposes of calculating the Cap), the Sellers’ maximum aggregate liability under Paragraph 10.1(i) above or otherwise under this Agreement shall be limited to the Cap.


(iii)	Nothing in this Paragraphs 10.2.4 and Paragraph 10.7 will limit the liability of a Party to another Party for dolo.


10.3	Procedure for the Request of Indemnification


10.3.1	Except for the indemnification claims arising from or relating to the IP Litigation under Paragraph 10.1(ii), the rights of the Purchaser arising under Paragraph 10.1 above will be subject to the Purchaser’s compliance with the following provisions.


10.3.2	If any event occurs which could give rise to the Sellers’ liability under Paragraph 10.1 above (other than Paragraph 10.1(ii)), the following provisions shall apply.

(i)

The Purchaser, shall give the Sellers’ Representative written notice of such event and shall provide an indication in reasonable detail of (1) the nature of the claim, (2) the amount of the Loss constituting the subject matter of the Purchaser’s claim under Paragraph 10.1 (to the extent known or computable at the date of such notice), and (3) the provision(s) of this Agreement on the basis of which such amount is claimed (the “ Notice of Claim ”). The Notice of Claim shall also specify whether it arises as a result of a claim by a Person (including, for the avoidance of doubt, any notice by any public authority of any actual or alleged infringement of any law) against the Purchaser, the Company and/or any Subsidiary (a “ Third Party Claim ”) or whether the Notice of Claim does not so arise (a “ Direct Claim ”).

(ii)

The Sellers’ Representative shall be entitled to challenge in writing the Notice of Claim, within 30 (thirty) Business Days from the day of receipt of such notice. To this end, during such period, the Sellers’ Representative shall be granted reasonable access to the premises, the accounting books and records and the other pertinent documentation of the Company and/or of the interested Subsidiary, and the personnel of the same, as the Sellers’ Representative may reasonably request.

(iii)

With respect to any Direct Claim, during a period of 20 (twenty) Business Days following the giving of the notice by the Sellers’ Representative under Paragraph 10.3.2(ii) above, the Sellers’ Representative and the Purchaser will attempt to resolve amicably and in good faith any differences they may have with respect to any matters constituting the subject matter of such notice, with a view to reaching an amicable agreement in respect of such matters. If, at the end of such period (or any mutually agreed upon extension thereof), the Sellers’ Representative and the Purchaser fail to reach agreement in writing with respect to all such matters, then all matters as to which agreement is not so reached may, thereafter, be submitted to arbitration pursuant to Paragraph 16.2, and the Sellers shall not be liable to make any payment unless and until any Loss which is the subject matter of a Notice of Claim becomes due under a final (judicial or arbitral) decision of last resort.


10.4	Handling of Third Party Claims


10.4.1	Subject to Paragraph 10.4.2 below in connection with the IP Litigation, if a Notice of Claim is a result of a Third Party Claim, the following provisions shall apply.


(i)	The Purchaser shall, and shall cause the Company or any Subsidiary (when applicable), to properly and diligently defend any Third Party Claim;

the Sellers’ Representative shall have the right, but not the obligation, to participate in the defence and, to the maximum extent permitted by law, join in the same, at its own cost, by counsel of its choosing, by notifying the Purchaser of such intention, with penalty of forfeiture, no later than 15 (fifteen) Business Days after receipt of the Notice of Claim, provided that the control of the defence shall in any event remain with the Purchaser or the Company or any relevant Subsidiary, as the case may be. Any settlement by the Purchaser shall require the prior written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld or delayed.

(ii)

The Sellers’ Representative shall use its reasonable effort to cooperate with the Purchaser in the preparation for and prosecution of the defence of any Third Party Claim and any related action, suit or proceeding, including by making available, upon at least 10 (ten) Business Days advance notice and during normal business hours, documentary materials or other evidence within the control of the Sellers.

(iii)

If the Purchaser does not elect to assume the defence of any such Third Party Claim, within 20 (twenty) Business Days after the Purchaser has delivered the Notice of Claim, the Sellers’ Representative shall have the right to undertake the defence or settlement of such Third Party Claim upon notice provided to the Purchaser. The Purchaser shall, and shall cause the Company or any Subsidiary (when applicable), to reasonably cooperate with the Sellers in the preparation for and the prosecution of the defence of any Third Party Claim and any related action, suit or proceeding, including by making available, upon reasonable advance notice and during normal business hours, documentary materials or other evidence within the control of the Purchaser, the Company or any Subsidiary.

(iv)

If a firm offer is made to the Purchaser, the Company and/or the interested Subsidiary to settle any matter giving rise to the Sellers’ liability under Paragraph 10.1 above that the Sellers’ Representative, but not the Purchaser, is willing to accept, the Purchaser, the Company and/or the interested Subsidiary shall be free not to enter into such settlement and to commence or continue litigation, at its/their own expense, but the Sellers’ liability under Paragraph 10.1 above shall be limited to the amount of the proposed settlement.

10.4.2

With regard to the IP Litigation, the following provisions shall apply until the expiration of the 30 ^th (thirtieth) month following the Closing Date, it being understood that after such date, Sellers shall waive all of their rights and interests in the IP Litigation and the IP Litigation shall be entirely and exclusively under the control of the Purchaser and the Target Companies, and the Sellers shall have no right to participate in the defense of the litigation.

(i)

The Sellers’ Representative shall direct, through counsel appointed by the same (which counsel shall be reasonably satisfactory to the Purchaser), the defence or settlement of the IP Litigation, at the Sellers’ costs, and the Purchaser shall have the right to participate to such defence, and, to the maximum extent permitted by law, join in the same, at its own cost, by counsel of its choosing.


(ii)	The Sellers’ Representative shall do its reasonable best endeavors to settle the IP Litigation within the first anniversary of the Closing Date.


(iii)	The Purchaser shall cooperate with the Sellers’ Representative in the defence or settlement thereof (including by providing reasonable access to the Company and/or the interested Subsidiary and their personnel).

(iv)

If a firm offer requiring the payment of an amount lower than the IP Litigation Cap and not providing for any restrictive or other covenants binding against the Target Companies or any Affiliates thereof is made to the Sellers or the Italian Subsidiary, the Purchaser and/or the Italian Subsidiary, the Sellers’ Representative shall have the right to accept such firm offer and finally settle the IP Litigation.

(v)

If a firm offer requiring the payment of an amount equal to or grater than the IP Litigation Cap and/or providing for restrictive or other covenants binding against the Target Companies or any Affiliates thereof is made to the Sellers or the Italian Subsidiary, the Purchaser and/or the Italian Subsidiary, the Sellers’ Representative may accept such firm proposal only if the Purchaser provides its consent (which, however, may not be unreasonably denied) to such proposed settlement.


(vi)	The Parties further agree that any payment due by the Sellers in order to indemnify and hold the Purchaser and the Target Companies harmless from any liability or Losses relating to, or arising from, the IP Litigation in accordance with Paragraph 10.1(ii) above shall be paid out of the Escrow Account and in accordance with this Agreement and the Escrow Agreement.


10.5	Escrow Agreement


10.5.1	Between the date hereof and the Closing Date, the Sellers’ Representative and the Purchaser will negotiate in good faith, according to customary terms and conditions and the principles set out below, the agreement pursuant to which the Escrow Agent will hold the Escrow Amounts, together with any interest and earnings thereon (the “ Escrow Agreement ”):


(i)	except for the provisions under points (ii), (iii), (iv), (v) and (vi) below, the Escrow Amounts will be released upon joint instruction by the Sellers’ Representative and the Purchaser or pursuant to a decision of the arbitrators in accordance with the provisions of Paragraph 16.2 below;


(ii)	on the 60 ^th day following the Closing Date:

(a)

the Escrow Agent shall release and pay to the Sellers (based on the Relevant Percentage) the difference between (1) the Leakage and Adjustment Escrow Amount and (2) (A) the aggregate of all claims notified by the Purchaser to the Sellers’ Representative relating to the provisions of Article 3 or Article 6 and (B) the aggregate amount of the Provisional Bridge to Equity Calculation in dispute pursuant to Paragraph 2.3 or any amounts relating to the provisions of Paragraph 2.4.1(ii) previously released from the Escrow Account;


(b)	the Escrow Agent shall release and pay to the Purchaser any claims notified by the Purchaser to the Sellers’ Representative relating to the provisions of Article 3 or Article 6 which have been finally settled by an agreement between the Purchaser and the Sellers’ Representative or by the Arbitrators;


(iii)	on the date the Final Bridge to Equity Calculation is determined pursuant to Paragraph 2.3, the Purchaser and the Sellers’ Representative shall notify the Escrow Agent of the aggregate amount owed by the Sellers to the Purchaser pursuant to Paragraph 2.4.1(ii), if any, and the Escrow Agent shall release and pay such amount to the Purchaser;

(iv)

on the first anniversary of the Closing Date, the Escrow Agent shall release and pay to the Sellers (based on the Relevant Percentage) the difference between (x) the Indemnities Escrow Amount and (y) the aggregate of all Uninsured Claims notified by the Purchaser to the Sellers’ Representative in accordance with the provisions of Paragraph 10.1 (such amount in the foregoing (y), the “ Reserve Escrow Amount ”);


(v)	on the date which is 15 (fifteen) months following the Closing Date, the Escrow Agent shall release and pay to the Sellers (based on the Relevant Percentage) the difference between (x) the Reserve Escrow Amount and (y) the aggregate of all Uninsured Claims for which the Purchaser has started an arbitration proceeding in accordance with Paragraph 16.2 against the Sellers; and

(vi)

on the earlier of: (a) the date which is 30 (thirty) months following the Closing Date; and (b) the date on which the IP Litigation is finally resolved by a Court decision or fully and finally settled among the respective parties, the Escrow Agent shall release and pay: (1) in the case under item (a), the entire IP Litigation Escrow Amount to the Purchaser; and (2) in the case under item (b), such portion of the IP Litigation Escrow Amount equal to the cost and expense, including legal expenses, related to the settlement or the Court decision regarding the IP Litigation to the Purchaser, and the remaining outstanding amount of the IP Litigation Escrow Amount to the Sellers (based on the Relevant Percentage).


10.6	Sole Remedy

The rights and remedies provided in this Article 10 shall be exclusive and in lieu of any other right, action, defence, claim or remedy of the Purchaser, provided by law or otherwise, however arising in connection with, or by virtue of, any breach of the representations and warranties, or undertakings and covenants of the Sellers contained in this Agreement. In particular, except as set out in Paragraphs 5.2, 5.4.2, and 7.4, no breach or inaccuracy of any representations and warranties, or undertakings or covenants of the Sellers will give rise to any right on the part of the Purchaser to rescind or terminate this Agreement or to refuse to effect Closing or to perform its obligations set forth in this Agreement, prior to, on, or after the Closing Date.


10.7	Indemnification Obligation of the Purchaser

The Purchaser shall indemnify and hold the Sellers harmless with respect to any Loss

incurred or suffered by the Sellers as a result of the representations and warranties set out in Article 9 and in Paragraph 5.3.5 above not being true, correct and accurate.


11	Confidentiality


11.1	The Parties hereby acknowledge that the Purchaser and the Company entered into a confidentiality agreement on 26 September 2016 and the Purchaser hereby agrees to be bound by all terms and conditions set out in such confidentiality agreement.

11.2

The Parties shall, for the period of 2 (two) years from the date hereof, keep secret and confidential: (i) the negotiations carried out in view of entering into this Agreement; (ii) the terms and conditions of this Agreement; and (iii) any document executed, any action taken, any discussion or negotiation carried out, in connection with this Agreement, its execution and performance of the obligations contained herein. Each Party shall cause its officers, employees, and consultants to whom such information has been disclosed for the purposes of this Agreement to comply with such undertaking.

11.3

Notwithstanding the above, Paragraph 11.2 shall not prohibit or otherwise restrict the right of the Purchaser to disclose such information (i) to its and its Affiliates’ respective Representatives to the extent reasonably required to facilitate the negotiation, execution, delivery or performance of this Agreement or any related agreements, (ii) to any governmental authority or arbitrator to the extent required by applicable law, including disclosure and filing requirements under US securities laws, (iii) in connection with its indemnification obligations under this Agreement, including the defence of any Third Party Claim, or (iv) in connection with any claim or potential claim under the Policy.


11.4	Notwithstanding the above, Paragraph 11.2 shall not prohibit disclosure or use of any information if and to the extent the disclosure is made to any limited partner of the Funds or the other Party has given prior written approval to the disclosure or use of the same.

11.5

The Purchaser and the Sellers’ Representative shall consult with each other and will mutually agree in writing upon the content and timing of any communication to the employees of the Target Companies, press release or other public statements with respect to this Agreement and the transactions contemplated hereby and shall not release or issue or cause to be released or issued any such communication or press release or make any such public statement prior to such consultation and agreement, except as may be required by mandatory provisions of law, in which case before releasing any such communication or issuing any public announcement, the Party proposing to release such communication or issue such public announcement shall consult in good faith with the other Parties and agree with the other Parties in writing the content and timing of any such communication or public announcement.


12	Non-Competition and Non-Solicitation


12.1	Restriction on Ambienta

Ambienta undertakes with the Purchaser that, except with the consent in writing of the Purchaser:


12.1.1	for a period of 3 (three) years after Closing, it will not, either on its own account or in conjunction with or on behalf of any other Person, solicit, entice away or attempt to solicit or entice away from any Target Company, the Purchaser or any Affiliate thereof any Person employed in a senior or managerial capacity, including any in-

country managers, by any Target Company, the Purchaser or any Affiliate thereof; and


12.1.2	for a period of 1 (one) year after Closing, it will not hire, or offer employment or a consulting position to, any Person who is, or was within the one-year period prior thereto, an employee of, or consultant devoting 50% or more of such consultant’s business time to the business of any the Target Company, the Purchaser or any Affiliate thereof.


12.2	Restriction on Managers

Each Manager undertakes with the Purchaser that, except with the consent in writing of the Purchaser:

12.2.1

for a period of 2 (two) years after Closing, it will not carry on or be engaged, concerned or interested, in any business which directly competes with the business of any Target Company, the Purchaser or any Affiliate thereof as of the Closing (other than as a holder of shares in a company carrying on such a business where the shareholding is for investment purposes only and does not confer control over the business in question);


12.2.2	for a period of 1 (one) year after Closing, it will not, either on its own account or in conjunction with or on behalf of any other Person, solicit, entice away or attempt to solicit or entice away from any Target Company, the Purchaser or any Affiliate thereof any Person employed in a senior or managerial capacity by any Target Company, the Purchaser or any Affiliate thereof;


12.2.3	for a period of 1 (one) year after Closing, it will not hire, or offer employment or a consulting position to, any Person who is, or was within the one-year period prior thereto, an employee of, or consultant devoting 50% or more of such consultant’s business time to the business of any the Target Company, the Purchaser or any Affiliate thereof; and

12.2.4

for a period of 2 (two) years after Closing, it will not canvas or solicit, approach, accept orders from, transact business with, entice away from or otherwise deal with any Person who was, at any time within the 2 (two) years preceding the Closing, a customer of any Target Company, the Purchaser or any Affiliate thereof for the purpose of offering to that Person goods or services which compete with the business of any Target Company, the Purchaser or any Affiliate thereof.


13	Miscellaneous Provisions


13.1	Notices

Any communication or notice required or permitted to be given under this Agreement shall be made in writing and in the English language and shall be deemed to have been duly and validly given (i) in the case of notice sent by letter or courier, upon receipt of same, and (ii) in the case of notice sent by fax, upon issuing by the fax machine of a positive transmission report, addressed, in each case, as follows:


13.1.1	if to Ambienta, to it at:

piazza Fontana 6

20121 Milan

Italy

Fax: +39 02 72174 646

Attention: Mauro Roversi/Francesco Lodrini

with a copy (which shall not be considered notice to the Sellers) to:

Linklaters

Via Broletto 9

20121 Milan

Italy

Fax: +39 (02) 883935201

Attention: Giorgio Fantacchiotti


13.1.2	if to FDA, to him at:

Strada Maggiore 58

40125 Bologna

Italy

Fax: +39 0421/204227


13.1.3	if to PCA, to him at:

Via dei Colli 1/2

40136 Bologna

Italy

Fax: +39 0421/204227


13.1.4	if to AP, to him at:

Viale Martelli n.11

33170 Pordenone

Italy

Fax: +39 0421/204227


13.1.5	if to GV, to him at:

Via Casalbarbato 148

Fontanellato

43012

Italy

Fax: +39 0421/204227


13.1.6	if to the Purchaser, to it at:

Tennant Company

701 N. Lilac Drive

P.O. Box 1452

Minneapolis, Minnesota 55440-1452

United States

Fax: +1 (763) 513-1811


Attention:	Heidi M. Wilson,

Senior Vice President, General Counsel and Secretary

with a copy (which shall not be considered notice to the Purchaser) to:

Baker & McKenzie LLP

300 East Randolph Street, Suite 5000

Chicago, Illinois 60601

United States

Fax: +1 (312) 698 2385

Attention: Dieter A. Schmitz

or at such other address and/or telefax number as either Party may hereafter furnish to the others by written notice, as herein provided.


13.2	Contratto aleatorio

The Parties expressly agree that this Agreement is a contratto aleatorio for the purposes of Article 1469 of the Civil Code.


13.3	Exhibits and Annexes

13.3.1

The Exhibits, the Annexes and the Schedules attached to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Any matter disclosed by the Sellers in any Exhibit, Annex or Schedule in connection with any of the representations and warranties of the Sellers contained in this Agreement shall be deemed to have been disclosed for the purposes of all other representations and warranties or any other provisions in respect of which such disclosure may be relevant or appropriate but only to the extent fairly disclosed with sufficient details for the Purchaser to identify the nature and scope of the matter disclosed. The fact that any matter is disclosed in an Exhibit, an Annex or a Schedule relating to a representation and warranty which is qualified by a materiality standard does not mean that such matter meets such materiality standard.


13.3.2	Each page of this Agreement (other than the signature page), the Exhibits, the Annexes and the Schedules will be initialed, on behalf of the Sellers, by the Sellers’ Representative.


13.4	Entire Agreement and changes

This Agreement (i) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements relating to the same matter; and (ii) may not be waived, changed, modified or discharged orally, but only by an agreement in writing signed by the Purchaser and the Sellers’ Representative.


13.5	Assignment Prohibited


13.5.1	This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of each of the Parties hereto and their respective successors.


13.5.2	Neither Party may assign any of its rights, interests or obligations hereunder without the prior written consent of the other Party, which may not be unreasonably denied; provided, however, that the Purchaser may assign by way of security its rights and interests under this Agreement to any lenders of the Purchaser.


13.5.3	Except as otherwise expressly provided for herein, nothing in this Agreement shall confer any rights upon any Person which is not a Party or a successor of any Party to this Agreement.


13.6	Language

Except for certain documents contained in the Exhibits or Annexes hereto, which are in languages other than English, this Agreement shall be executed in English, which shall be the only language governing this Agreement and any notice permitted or required hereunder.


13.7	Taxes and Other Expenses

Except as otherwise expressly provided in other provisions of this Agreement, any cost, Tax, impost, duty or charge arising in connection herewith, or with the consummation of the purchase and sale of the Shares contemplated hereby, shall be borne and paid as follows:


13.7.1	any income and capital gains Taxes due as a consequence of the sale of the Shares shall be borne and paid for by the Sellers;


13.7.2	the Purchaser and the Sellers shall each pay their own fees, expenses and disbursements incurred in connection with the negotiation, preparation and implementation of this Agreement, including any fees and disbursements owing to their respective auditors, advisors and legal counsel; and


13.7.3	all transfer Taxes for the sale and purchase of the Shares and the relevant notarial fees and expenses shall be paid by the Purchaser.


13.8	Further Assurances

Each Party shall hereby, at its respective costs, execute and deliver all such instruments and documents and perform all such acts and do all such other things as may be necessary to further the purposes of this Agreement.


13.9	Headings

The descriptive headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.


13.10	Severability

If any of the provisions of this Agreement is or becomes invalid, illegal or unenforceable under the laws of any jurisdiction, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired. The Parties shall nevertheless negotiate in good faith in order to agree the terms of mutually satisfactory provisions,

achieving as closely as possible the same commercial effect, to replace the provisions so found to be void or unenforceable.


14	Liability of the Sellers

Any liability of the Sellers under this Agreement deriving from the indemnification obligations according to Articles 3, 6 and 10 shall be borne by the same in proportion to their Relevant Percentage (save for the full responsibility of each Seller for breach of its/his/her own direct obligations, including each Seller’s covenant set forth in Article 12), it being agreed that any joint and several liability of the Sellers under this Agreement or otherwise (with particular reference to the undertakings and covenants set out in Articles 11 and 12) is expressly excluded. Notwithstanding anything herein to the contrary, but without prejudice to Paragraph 10.5, the Purchaser shall be entitled to claim against and receive the full amount of the Escrow Amounts in the Escrow Account (to the extent such recovery from the Escrow Account is permitted by this Agreement), without having any regard whatsoever to the proportionate amounts contributed to the Escrow Account, or the fault of any individual Seller.


15	Sellers’ Representative

15.1

The Managers hereby appoint Ambienta to act in their own name and on their own behalf as their common representative (the “ Sellers’ Representative ”) for the purposes of Paragraph 15.2 below. The Parties acknowledge and agree that the Sellers’ Representative is hereby appointed also for the benefit of the Purchaser and that such appointment is irrevocable pursuant to Article 1723, second paragraph, of the Civil Code.

15.2

The Sellers’ Representative shall have exclusively such powers and authority as are necessary to carry out the specific functions expressly assigned to it under this Agreement; provided, however, that the Sellers’ Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein. The Sellers’ Representative shall have no liability to the Purchaser or the Sellers with respect to actions taken or omitted to be taken in its capacity as the Sellers’ Representative, but the Purchaser shall be entitled to rely on the exercise of the powers and authority conferred on the Sellers’ Representative as if the relevant Seller is exercising such powers and authorities.


16	Governing Law and Disputes


16.1	Governing Law

This Agreement and the rights and obligations of the Parties shall be governed by, and construed and interpreted in accordance with, the laws of the Republic of Italy.


16.2	Arbitration


16.2.1	The Parties shall use their best endeavors to amicably settle any dispute arising out of, or in connection with, this Agreement. To this end, the Sellers’ Representative and the Purchaser shall consult and negotiate with each other in good faith, in order to reach a fair and equitable solution satisfactory to them.


16.2.2	If the Sellers’ Representative and the Purchaser do not reach such amicable solution within 30 (thirty) calendar days from the receipt of a written notice sent by one Party to the other expressly stating that such notice triggers the starting of the

negotiation period hereunder, then the dispute shall be finally settled under the Rules of Arbitration of the National Chamber of National and International Arbitration of Milan by 3 (three) arbitrators (the “ Arbitrators ”) appointed in accordance with such rules. The decision of the Arbitrators will be made in accordance with the applicable principles of law (arbitrato rituale secondo diritto) and shall have the force and effect of a judicial decision between the Parties. The seat of the arbitration shall be Milan (Italy) and the arbitration proceedings shall be conducted in English. All awards rendered by the Arbitrators shall be final and binding and subject to no appeal.


16.2.3	The Parties hereby designate their respective addresses for the giving of notice, as set forth in Section 13.1 above, as their respective domiciles at which service of process may be made in any legal action or proceedings arising hereunder.


16.3	Financing Sources

Notwithstanding anything in this Agreement to the contrary, (a) the Financing Sources shall be third party beneficiaries to this Paragraph 16.3, Paragraph 13.1, Paragraph 13.5 and Paragraph 16.1 and (b) none of such provisions shall be amended, changed, supplemented or modified without the prior written consent of the Financing Sources, nor shall any other provision of this Agreement be amended or modified in a manner that effectively modifies any of the sections referred to in clause (a) without the prior written consent of the Financing Sources.

* * *

Please confirm that the above accurately reflects the agreement between us by reproducing in full our proposal and returning it to us signed by you for full, unconditional and irrevocable acceptance.

Yours faithfully,

Ambienta SGR S.p.A .

on behalf of Ambienta I, Ambienta II and Ambienta II bis

______________________

Name: Mauro Roversi

Title: Director

Federico De Angelis

______________________

Pietro Corsano Annibaldi

______________________

Antonio Perosa

______________________

Giulio Vernazza

______________________

* * *

We confirm that the above accurately reflects the agreement between us and execute this document in sign for full, unconditional and irrevocable acceptance.

Yours faithfully,

Tennant Company

By: ______________________

Name:

Title:

Exhibit (C)

List and details of the Subsidiaries

The Company owns:


(i)	91.87% of the share capital of IPC Tools S.p.A., a joint stock company ( società per azioni ) incorporated under the laws of Italy, with registered office in Villa del Conte (PD), Via dell’Artigianato II, 1, 35010, registered with the Companies Register of Padova, registration number and tax code 00930840285, with a paid-in share capital of EUR 112,442.05 (the “ Italian Subsidiary ”);


(ii)	80% of the share capital of Vaclensa Ltd, a company incorporated under the laws of England and Wales, with registered office in Service House 21 Shield Drive, Wardley Industrial Estate, Worsley, Manchester, M28 2QB, United Kingdom, registered with the Companies Register of England and Wales under number 04347764, with an issued share capital of GBP 74,941 (“ Vaclensa ”);


(iii)	93.34% of the share capital of Interclean Assistance ICA S.A., a company incorporated under the laws of France, with registered office in 78680 Epône (Yvelines), Chemin de la Couronne de Prés, Zone Artisanale, registered with the Registre du Commerce et des Sociétées de Versailles , under number 342 005 097, with a share capital of EUR 457,347 (“ Interclean ”);

(iv)

75% of IP Cleaning Espana S.L., a company incorporated under the laws of Spain, with registered office in Calle Salvador Albert Riera 7, Parc 5.2., Vallmorena, Vilassar de Dalt, 08339 Barcelona, registered with the Commercial Register of Barcelona under Volume 31,159, sheet 106 and Page B-188760, Spanish tax identification number B-61701801, with a paid-in share capital of EUR 127,400 (“ IPC Spain ”);


(v)	100% of the share capital of IP Gansow GmbH, a limited liability company incorporated under the laws of Germany, with registered office in Dreherstraße 9, 59425 Unna, registered with the Commercial Register of the Local Court Hamm under number HRB 5069, with a paid-in share capital of EUR 2,700,000 (“ IP Gansow ”);


(vi)	95% of the share capital of Soteco Benelux B.V.B.A, a company incorporated under the laws of Belgium, with registered office in Gulkenrodestraat 7/1, 2160 Wommelgem, Belgium, registered with the Companies Register of Antwerp under number 0470.328.650, with a paid-in share capital of EUR 20,000 (“ Soteco Benelux ”);


(vii)	100% of the share capital of IPC Industria e Commercio Ltda, a company incorporated under the laws of Brazil, with registered office in Estrada da Graciosa no. 544, km. 01, Atuba, Zip Code 83326-670, Pinhais, Paraná, Brasil , registered with the Companies Register under number 41.204.955.134, with a paid-in share capital of BRL 115,000 (“ IPC Brazil ”);


(viii)	99,98% of the share capital of IP Cleaning India Pvt. Ltd., a company incorporated under the laws of India, with registered office in Plot No. A - 27, Block B - 1, Mohan Cooperative Industrial Estate, East Delhi, New Delhi - 110 044, registered under corporate identity number U74900DL1996PTC082926, with a paid-in share capital of INR 10,000,000 (“ IPC India ”);

(ix)

100% of the share capital of IPC Eagle Corporation, a company incorporated under the laws of the State of Minnesota, with registered office in the State of Minnesota, registered with the State of Minnesota under number 20-3928030, with a share capital of USD 1,000 (“ IPC Eagle ”), which, in turn, owns 70% of the share capital of Eagle International LLC, a company incorporated under the laws of the Delaware, with registered office at c/o Agents and Corporations, Inc., Suite 600, One Commerce Center, 1201 N. Orange Street, Wilmington, New Castle County, Delaware, 19801, registered with the State of Delaware under number 38-3969619, with a paid-in share capital of USD 0 (“ Eagle ”);

(x)

99.91% of the share capital of Forma Norge AS, a company incorporated under the laws of Norway, with registered office in Regnbueveien 6, 1405 Langhus, registered with the Companies Register of Norway under number 915 740 243, with a share capital of NOK 26,920,000 (“ IPC Norway ”), which, in turn, owns 100% of the share capital of IP Cleaning Sverige AB, a company incorporated under the laws of Sweden, with registered office in County of Västra Götaland, Municipality of Bengtsfors, and postal address c/o Foma Norge AS, Regnbueveien 6, N-1405 LANGHUS, Norge, registered with the Companies Register of Sweden under number 556627-9542, with a share capital of SEK 100,000 (“ IPC Sweden ”);

(xi)

80% of the share capital of CT Corporation Ltd, a company incorporated under the laws of the People’s Republic of China, with registered office in Lot 06141253, Heshunhegui Industrial Park, Lisui Town, Nanhai District, Foshan Municipality, Guangdong Province, China, registered with the Foshan Nanhai Administration for Industry and Commerce under Unified Social Security Code: 9144060566330753XW, with a registered share capital of USD 500,000 (“ CT ”); and

(xii)

51% of the share capital of IPC Euromop Iberica S.L., a company incorporated under the laws of Spain, with registered office in Paseo Sanlleyh 64, Poligono Industrial Nort-Est, Polinyà, Barcelona 08213, registered with the Companies Register of Barcelona under number B64259237 with a paid-in share capital of EUR 60,000 (“ IPC Euromop ” and together with the companies listed under (ii) to (xi) above, the “ Foreign Subsidiaries ” and each a “ Foreign Subsidiary ”).

Exhibit 8.1.1

Sellers Representation and Warranties

Part A - Fundamental Representation and Warranties


1	Organization and Standing of the Sellers


1.1	Ambienta is a società di gestione del risparmio duly organized and existing under the laws of Italy and has the full power and authority to conduct its business as presently conducted and to own its assets and properties as presently owned.


1.2	Neither Ambienta nor the Managers are insolvent or subject to any bankruptcy, liquidation, composition with creditors or similar bankruptcy or bankruptcy-like proceedings. Neither Ambienta nor the Managers are subject to any court order which could affect or limit the execution, delivery and performance by the same of this Agreement.


2	Authorization

2.1

All corporate acts and other proceedings required to be taken by or on behalf of Ambienta to authorize the same to enter into and perform this Agreement have been duly and properly taken. This Agreement is duly and validly executed and delivered by the Sellers and constitutes, assuming due authorization, execution and delivery of this Agreement by the Purchaser, the valid and binding obligation of the Sellers enforceable against the Sellers in accordance with its terms.


2.2	Except for the Clearance, no application to, or filing with, or consent, authorization or approval of, or license, permit, registration, declaration or exemption by, any governmental or public body or authority is required of the Sellers, the Company or the Subsidiaries in connection with the execution and performance of this Agreement.

2.3

The Shares belonging to the Managers who hold them under the marriage regime of community of property ( comunione legale ) pursuant to Articles 111 et subsequent of the Civil Code constitute personal property ( beni personali ) pursuant to Article 179 of the Civil Code, or such Managers have obtained their respective spouse’s consent in order to transfer such Shares to the Purchaser in accordance with the terms of this Agreement. None of the Shares has ever been transferred by way of donation or succession.


3	No Conflict

The execution and delivery of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with, or result in the breach of, the articles of incorporation or the by-laws of the Sellers, the Company or the Subsidiaries, (ii) conflict with, or result in the breach of, or give rise to a right of termination, cancellation or acceleration under any agreement by which the Sellers are bound, provided that the Sellers will not be considered in breach of this representation and warranty if such conflict, breach, or right of termination, cancellation or acceleration does not (a) impact on the ability of the Parties to consummate the Closing and/or (b) give rise to a Loss for any Target Company, or (iii) violate any judgment, order, injunction, award, decree, law or regulation applicable to the Sellers, the Company or the Subsidiaries.


4	Organization and Standing of the Target Companies; Bylaws and Shares


4.1	Except as set out in Annex 4.1 , each of the Target Companies is a legal entity, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (to the extent such concepts are recognized under applicable law).


4.2	Annex 4.2 sets forth an accurate and complete list, with respect to each of the Target Companies, of: (i) the jurisdictions in which such Target Company has registered branches and (ii) the current directors, officers and other individuals vested with the power to bind such Target Company vis-à-vis third parties.

4.3

The Shares are duly issued and fully paid-in, and represent 100% of the Company’s authorized, issued and outstanding capital. As at the date hereof, the Shares are pledged to secure the obligations of the Company under the Senior Facilities Agreement, and at Closing, conditional upon occurrence of the same (including the release of the pledge over the Shares securing the obligations of the Company under the Senior Facilities Agreement following the payment by the Purchaser or the Company referred to under Paragraph 7.2.1(i) of this Agreement), the Sellers shall have the full right, power and authority to transfer and deliver such Shares to the Purchaser free and clear of any Lien. Upon transfer and delivery of the Shares, pursuant to the terms of this Agreement, the Purchaser shall receive legal title to 100% of the corporate capital of the Company, free and clear of any Lien.


4.4	There are no options, warrants, conversion or subscription rights, agreements, contracts or commitments of any kind obligating the Company, conditionally or otherwise, to issue or sell any new or existing shares, or any instrument convertible into or exchangeable for any shares, or to repurchase or redeem any of its shares.

Part B - Other Representations and Warranties


5	Governing Documents and Capitalization

5.1

All Governing Documents of each Target Company are in full force and effect and have been made available to the Purchaser through a virtual data room, and the Target Companies are not in violation in any material respect of any provision of such Governing Documents. All actions taken by the Target Companies in connection with this Agreement and each document executed or delivered in connection herewith will be duly authorized on or prior to the Closing.

5.2

The Company owns, directly or indirectly, the participation interests in the Subsidiaries set out in Exhibit (C) in the percentages set forth in the same, and, except as set out in Annex 5.2 , there are no warrants, conversion or subscription rights, agreements, contracts or commitments of any kind obligating any of the Subsidiaries, conditionally or otherwise, to issue or sell any new or existing shares, or any instrument convertible into or exchangeable for any shares, or to repurchase or redeem any of such shares. At the Closing, (i) the Company will own directly 100% of all the participation interests in the Italian Subsidiary and Vaclensa free and clear of any Lien and (ii) the Company will own, directly, or indirectly, such percentage of the participation interests in the other Subsidiaries as set forth in Exhibit (C) free and clear of any Lien.


5.3	Except as set out in Annex 5.3, the Company does not hold shares of capital stock or other equity interest in the capital of any companies, partnerships, associations or other companies, other than the Subsidiaries.


6	Financial Statements

6.1

The Reference Financial Statements have been prepared in accordance with applicable law and with the Accounting Principles and give a true and correct view of the assets and liabilities of the Company and of the Subsidiaries, on a consolidated basis, as at 31 December 2015, and of their revenues, expenses and the result of their operations and the changes in their financial conditions for the period from 1 January to 31 December 2015.


6.2	All accounting books and records of the Company and the Subsidiaries are complete and duly kept according to applicable law.

6.3

Except as set out in Annex 6.3, the Company and the Subsidiaries are not bound by, and have not issued, any type of guarantee (whether personal or " in re ") to secure obligations of any Person other than the Company or the Subsidiaries. Except as set out in Annex 6.3, as of the date hereof, there are no guarantees issued by any Person other than the Company or the Subsidiaries in favor of the Company or the Subsidiaries or to guarantee any of their obligations other than those issued pursuant to written contracts with customers of the Company or the Subsidiaries entered into in the ordinary course of business. As of the date hereof, the Company and the Subsidiaries have granted certain pledges and other securities over certain of their assets in order to secure the obligations of the Company under the Senior Facilities Agreement, and at Closing, conditional upon the occurrence of the same (including the payment by the Purchaser or the Company referred to under Paragraph 7.2.1(i) of this Agreement), all such securities will be fully and unconditionally released by the relevant banks.

6.4

As of the Closing Date, the 2016 Audited Financial Statements will have been prepared in accordance with applicable law and with the Accounting Principles and give a true and correct view of the assets and liabilities of the Company and of the Subsidiaries, on a consolidated basis, as at 31 December 2016, and of their revenues, expenses and the result of their operations and the changes in their financial conditions for the period from 1 January to 31 December 2016.


7	Conduct of Business

7.1

Without prejudice to Article 3 of this Agreement, between the Locked Box Date and the date of this Agreement (included): (a) the Company and the Subsidiaries have conducted their respective businesses in the ordinary course and in a manner consistent with past practice; and (b) neither the Company nor any of the Subsidiaries has taken any action or done any other thing that, if taken or done after the date of this Agreement, would require the consent of the Purchaser under the provisions of Article 6 of this Agreement.


8	Material Contracts


8.1	A list of all Material Contracts is set forth on Annex 8.1 .


8.2	Material Contracts are all valid and enforceable under any applicable laws according to their terms and conditions.

8.3

None of the Target Companies is in material breach or default under any Material Contract and, to the Sellers’ Best Knowledge, no counterparty to a Material Contract is in material breach or default thereunder nor has given the Sellers, the Company or any of the Subsidiaries written notice of termination thereunder or written notice to the effect that it intends to terminate in the foreseeable future its normal business with the Company or any of the Subsidiaries.


9	Related Party Transactions


9.1	Except as set out in Annex 9.1 , none of the Sellers or any of their Related Parties is a party to any agreement or other contractual relationship, either oral or written, to which any of the Company or any of the Subsidiaries is a party as well.

9.2

Except as set out in Annex 9.2 , no Affiliate of any Target Company or any employee or director of any such Affiliate or Target Company (a) owns, leases or has any title in any Owned Real Estate or Leased Real Estate or material tangible or intangible asset (including any Intellectual Property Rights) which is used, held for use in, or necessary for the operation of the Business as currently conducted and as currently proposed to be conducted through the Closing or (b) is a party to any Material Contract with a Target Company. As of Closing, there will be no outstanding or unsatisfied obligations or outstanding liabilities of any kind between the Target Companies, on the one hand, and any of the Sellers or their respective Affiliates or Related Parties, on the other hand.


10	Taxes

10.1

Except as set out in Annex 10.1 , each Target Company has fully complied with the applicable Tax regulations in each applicable jurisdiction of the Target Companies and each Target Company has filed all Tax returns which are required to be filed within the applicable time limits, such returns have been correctly and properly prepared with any special tax regimes, anti-avoidance and anti-abuse rules correctly and properly applied thereto and all Taxes due, as resulting from the returns, have been fully paid within the applicable time limits or reserved for in the Locked Box Accounts as of the date hereof, and will have been fully paid within the applicable time limits or reserved for in the 2016 Audited Financial Statements as of the Closing, in accordance with the Accounting Principles.

10.2

Except as set out in Annex 10.1 , as at the date hereof, no Tax assessments (“ accertamento ”), inspections, audits (“ ispezione ”), tax police reports (“ processo verbale di constatazione ”) or Tax claims are pending against any Target Company, and no notice of any such claim was received by the Seller or any Target Company. No waiver of any statute of limitations has been given or is in effect against any Target Company in respect to the assessment of any Taxes.


10.3	Except as set out in Annex 10.1 , the Target Companies have punctually and exactly withheld all Taxes required to be withheld on amounts owed to any employees, independent contractors, shareholders, creditors, and other third parties and have timely remitted and paid such withholdings to the appropriate agency or authority, as provided under applicable laws.


10.4	All transactions or step-transactions in which the Target Companies have been involved were properly characterized for purposes of the applicable Taxes, in accordance with applicable Tax laws and the practices of the relevant Tax authorities as in force at the date hereof.


10.5	For the purposes of the applicable Taxes, the Target Companies have been resident only in the jurisdiction in which they are incorporated and do not have or have had a permanent establishment or permanent representative or other taxable presence in any jurisdiction other than that in which it is resident for such purposes.


10.6	Except as set out in Annex 10.1 , all the transactions that (i) fall within the scope of article 110, paragraph 7, of Italian Presidential Decree no. 917 of 22 December 1986 or (ii) among any Target Companies or the Sellers or any of their Affiliates and Related Parties have been carried out at arm’s length.


11	Real Estate


11.1	All real estate properties (i) owned by the Target Companies (the “ Owned Real Estate ”), and (ii) leased by the Target Companies (the “ Leased Real Estate ”), are listed in Annex 11.1 (which includes the expiration date for each relevant lease).

11.2

Except as set out in Annex 11.2 , the Target Companies have full, good and marketable title to their Owned Real Estate and hold valid leasehold interests in the Leased Real Estate, free from any Encumbrance, and all such Owned Real Estate is compliant with the applicable zoning, building, cadastral and all the other real property laws and regulations and have any and all authorizations required to allow the Company and the Subsidiaries to use the relevant premises to conduct the Business as currently conducted and the Target Companies have not received any claim or notice alleging the breach of, or non compliance with, the applicable zoning, building, cadastral and other real property laws and regulations or challenging their full, good and marketable title to their Owned Real Estate. The Owned Real Estate and the Leased Real Estate constitute all such property used to conduct the businesses of the Target Companies as conducted and as currently planned to be conducted through the Closing by the Target Companies.


11.3	No intervention for extraordinary maintenance in the Owned Real Estate that would materially impact the conduct of the Business as conducted and as currently planned to be conducted through the Closing by the Target Companies is pending.

11.4

Except as set out in Annex 11.4 , the Leased Real Estate are leased on the basis of lease agreements (the “ Lease Agreements ”) which are valid and in full force and shall continue unimpaired after the date hereof in accordance with their provisions. The possession of the Leased Real Estate by the Target Companies is free and clear of Encumbrances and, as of the date hereof, has not been challenged by any third parties, and no party to a Lease Agreement is in material breach or default thereunder, nor has given notice of termination or cancellation of any Lease Agreement. There are no contractual or legal restrictions that preclude or restrict the ability of any Target Company to use the Leased Real Estate for the purposes for which it is currently being used.


12	Employment


12.1	Annex 12.1 shows the personnel employed by each of the Target Companies as of January 2017 (the “ Employees ”), divided by category ( i.e ., with respect to the Company and the Italian Subsidiary, dirigenti , quadri , impiegati and operai ), together with the relevant annual salary and benefits.


12.2	The Employees have been validly employed and regularly, fully and duly compensated in accordance with applicable laws and applicable collective bargaining agreements and are

regularly recorded in the appropriate books of the relevant company, all in accordance with applicable laws and regulations.

12.3

Except as set out in the collective bargaining agreements applicable to the Company or any of the Subsidiaries and except as otherwise provided under any applicable law or referred to in Annex 12.3 , there are no pension, retirement, deferred compensation, vacation or paid time off, bonus, profit-sharing, change in control, severance or similar plans or arrangements, for the benefit of any of the Employees or any directors of the Target Companies and the consummation of the transactions contemplated by this Agreement will not entitle any current or former director, officer or employee of the Target Companies to any material severance pay, unemployment compensation or any other payment. All employee benefit plans and other arrangements covering Employees or directors of the Target Companies have been operated in compliance with their terms and applicable laws. Except as provided for by applicable laws or set out in the applicable collective bargaining agreements, no employee benefit plan or other arrangement providing benefits to Employees or directors of the Target Companies is a defined benefit pension plan, final salary plan or provides any death, disability or retirement benefit calculated by reference to age, salary or length of service. Except as required by applicable law or set out in the applicable collective bargaining agreements (i) no employee benefit plan or other arrangement covering Employees or directors of the Target Companies provides health or welfare benefits for any former employee or director, or their beneficiaries or dependents, (ii) nor does the Company or its Subsidiaries have a legal obligation to provide health or welfare benefits to any Employee or director of the Target Companies following such Employee’s or director’s termination of service, except as set out in Annex 12.3 . Except as set out in Annex 12.3 , the consummation of the transactions contemplated by this Agreement will not accelerate the time of payment or vesting, or materially increase the amount of compensation to any current or former employee or director of the Target Companies. Each employee benefit plan or arrangement required to be registered with a governmental authority has been so registered. Each employee benefit plan or arrangement that is intended to qualify for tax-preferential treatment under applicable law so qualifies and has received, where required, approval from the applicable governmental authority that it is so qualified and no event has occurred or circumstance exists that may give rise to disqualification or loss of tax-preferential treatment.


12.4	The Company and the Subsidiaries are not bound by any enforceable administrative or judicial decision pursuant to which they are obliged to hire, for a definite or indefinite period of time, personnel and/or to reinstate in their position terminated personnel previously employed or increase the Employees’ compensation.


12.5	During the last 3 (three) years, with the exception of the Employees, no persons have claimed or threatened to claim in writing to be entitled, to be an employee of the Company or the Subsidiaries. No Person acting as consultant or director on an independent basis of any Target Company can claim any re-characterization of such relationship into that of an employment.


12.6	The Sellers have made available to the Purchaser in the virtual data room copies, which are complete and accurate in all material respects, of all current agreements between the Company and the Subsidiaries and any trade union, works council, or other body representing their employees or any of them.


12.7	At the date hereof, none of the Target Companies is involved in any material industrial or trade dispute or any material dispute or negotiation with any trade union, association of

trade unions, works council, or body representing the Employees or any material number or category of the Employees, and, at the date hereof, no such dispute has been threatened in writing.


12.8	None of the Target Companies is bound by any commitment to the Employees, or to their former employees, concerning the granting of options or shares of any Target Company under any stock option or incentive plans.

12.9

The Target Companies currently comply, and have complied during the last 3 (three) years, in all respects with all applicable laws relating to (i) working hours or wage payments, in relation to their Employees and their former employees; (ii) mandatory hiring of disabled workers, non discrimination and equal opportunity employment; (iii) health & safety at work; (iv) immigration matters; and (v) employee privacy. The mass layoffs, collective dismissals or redundancies and other collective procedures carried out by Target Companies in the past 3 (three) years have been carried out in all material respect in compliance with applicable laws.

12.10

Except as set out in Annex 12.10, with reference to Persons working for the Company or the Italian Subsidiary under fixed-term employment contracts or seasonal contracts or apprenticeship contracts, such contracts are utilized by the Company and the Italian Subsidiary, in any material respect, correctly and in compliance with the provisions of the applicable laws. The current ratio between apprenticeship contracts and employees does not oblige the Company or the Italian Subsidiary to convert, including at a later moment, the current apprenticeship contracts into employment agreement for indefinite duration.

12.11

The amount shown in the Locked Box Accounts as of the date hereof, and in the 2016 Audited Financial Statements as of the Closing, as “ trattamento di fine rapporto ” represents the full amount which the Target Companies will be required to pay to their Employees for all periods through 31 December 2016 to cover termination pay upon termination of employment (whether voluntary or involuntary) as “ trattamento di fine rapporto ”.

12.12

Except as set out in Annex 12.12, in relation to agreements executed during the last 3 (three) years, any restrictive covenants, including non-compete covenants and non-solicitation covenants prohibiting solicitation of any customers or employees of the Target Companies, of any of the Employees with any of the Target Companies have been properly compensated and in any event have been valid and enforceable according to their terms under any applicable law and regulations.

12.13

Except as reflected in the Locked Box Accounts as of the date hereof, and in the 2016 Audited Financial Statements as of the Closing, none of the Target Companies is indebted to any Sellers, Sellers’ Related Parties or any companies of the Sellers’ group, nor to any director, employee or agent of the Company or the Subsidiaries, except for amounts due as normal salaries and in reimbursement of ordinary expenses on a current basis, and none of the aforesaid Persons is indebted to the Company or the Subsidiaries except for advances for ordinary business expenses.

12.14

The relationships in force between the Company and Italian Subsidiary and the persons rendering their collaboration or services or service providers on a continuing, project or autonomous basis (‘ collaboratori coordinati e continuativi ’, ‘ collaboratori a progetto ’, ‘ prestatori d’opera o servizi ’, or other ‘ collaboratori autonomi ’) have at all times been in compliance, in all material aspects, with the provisions of applicable laws, including lending of workmanship (so called “ appalto di manodopera ”).

12.15

Annex 12.15 contains a complete list of the agents of the Target Companies as of the date hereof (the “ Agents ”). The agreements in force with the Agents are in compliance with the applicable laws and collective agreements and all social security and other compulsory contributions due with respect to such agents have always been regularly paid by the Target Companies and the severance indemnity and other indemnities due to the Agents have been regularly set aside and are properly entered in the Locked Box Accounts as of the date hereof, and will be properly entered in the 2016 Audited Financial Statements as of the Closing, in accordance with Accounting Principles to the extent so required under applicable laws and collective bargaining agreements.


13	Social Security

13.1

The Target Companies have timely and correctly made all filings required to be made under applicable social security law (and, with respect to the Foreign Subsidiaries, the corresponding laws applicable in the respective jurisdictions of incorporation), with respect to their respective Employees and directors and all contributions required to be paid pursuant to such laws in relation to any Employees and directors have been paid in full, or reserved for by the relevant Target Company in its last accounts in accordance with the applicable accounting principles. As at the date hereof, no inspections, audits or other actions by any public authority of competent jurisdiction in connection with additional contributions due in accordance with applicable law or other violations of social security laws are pending or threatened in writing. All the Ordinary Wage Guarantee Schemes (‘ Cassa Integrazione Guadagni Ordinaria’ ) requested by the Company and Italian Subsidiaries have been or will be duly authorized by the competent social security authority (‘ Istituto Nazionale di Previdenza Sociale ’).


14	Intellectual Property Rights

14.1

Each Target Company owns or otherwise has the valid and legally enforceable rights to use all material Intellectual Property Rights owned, created, acquired, licensed or used by any Target Company, and the consummation of the transactions contemplated hereby will not alter or impair any such rights in any material respect. The registered Intellectual Property Rights owned by the Target Companies, the Intellectual Property Rights of the Target Companies (whether registered or not) licensed to any Persons or the Intellectual Property Rights (whether registered or not) used by the Target Companies under license in the conduct of their respective businesses and any agreement related thereto (the “ Target Companies’ Intellectual Property Rights ”) are listed under Annex 14.1 . The Target Companies’ Intellectual Property Rights constitute all of the Intellectual Property Rights used in the conduct of the businesses of the Target Companies as presently conducted.

14.2

Except as set out under the Senior Facilities Agreement, the Target Companies have full and exclusive title, free from any Encumbrance, to the Target Companies’ Intellectual Property Rights of their property, or valid title to the Target Companies’ Intellectual Property Rights owned in co-ownership with third parties, or valid license or other title to use the Intellectual Property Rights of third parties’ property currently used in carrying out their activities.


14.3	Except as set out in Annex 14.3 , and to the Sellers’ Best Knowledge, no Person has infringed or misappropriated any of the Target Companies’ Intellectual Property Rights. Neither the conduct of the businesses of the Target Companies nor any of the Target Companies’ creation, use, license or other transfer of the Target Companies’ Intellectual

Property Rights infringe, violate or misappropriate the Intellectual Property Rights of any third party in any material respect (including any licenses, leases, royalty and/or other agreements or arrangements relating to any Target Companies’ Intellectual Property Rights under which they are bound). None of the Target Companies has received any written notice to the effect that the Target Companies’ Intellectual Property Rights or the creation, use, license or other transfer thereof constitutes infringement, violation or misappropriation of the Intellectual Property Rights of any third party (including any licenses, leases, royalty and/or other agreements or arrangements relating to any Target Companies’ Intellectual Property Rights under which they are bound).


14.4	All required formalities and all fees and duties related to any application or registration related to the Target Companies' Intellectual Property Rights have been duly and timely complied with and paid in order to prevent, to the extent permitted under applicable laws, forfeiture, waiver, termination or expiration of any term related to such application and/or registration.

14.5

The Target Companies own or have a valid right to use all the software and information technology infrastructure necessary to conduct their businesses as currently conducted. The Target Companies’ software and information technology infrastructure are either fully owned by, or validly leased or licensed to, the Target Companies. The information technology infrastructure owned by the Target Companies is free from all Liens.

14.6

None of the employees or consultants or independent contractors working for the Target Companies in relation to any R&D or other creative activity during the last 3 (three) years is entitled to any Intellectual Property Rights (except for "moral rights") over any invention or other result of their activities for the Target Companies nor any judicial proceedings is currently pending nor has it been threatened in writing vis-à-vis any of the Target Companies in relation to the above.


15	Insurance Policies

15.1

All premiums payable under the insurance policies of the Target Companies in force as at the date hereof have been timely paid and, to the Sellers’ Best Knowledge, no claims are outstanding against the insurers. Each of the foregoing insurance policies is in full force and effect, all premiums due thereon have been paid and the Sellers and their Affiliates are not in material default with respect to any obligations thereunder and are in compliance in all material respects with the terms of such policies. Except as set forth in Annex 15.1 , there are no outstanding material claims under any such policies. During the past three (3) years, no Target Company has made any material claim under any such policies as to which coverage has been denied or disputed in writing by the applicable insurers. The Target Companies, except as set forth in Annex 15.1 , maintain, and at all times during the past 3 (three) years have maintained, in full force and effect, a group insurance policy arranged by the broker Willis which provides standard market coverage against all risks normally insured in the business sector in which the Target Companies operate.


16	Permits


16.1	The Company and the Subsidiaries have all licenses and permits and other governmental authorizations which are those required under any applicable laws for the lawful performance of their business (the “ Material Permits ”).


16.2	Except as set out in Annex 16.2, the Material Permits are in full force and effect as of the date hereof and neither the execution of this Agreement, nor the fulfilment of any obligations hereunder, including the Closing, shall result in the revocation or termination, in whole or in part, of any of the Material Permits.

16.3

There are no pending or threatened in writing, civil, criminal or administrative proceedings for violation of any Material Permits, nor there exists any violation in respect of any Material Permit which can be reasonably expected to result in any of the Material Permits being revoked, annulled, cancelled, suspended or not renewed upon expiry in such a way as to prevent, or materially impair the conduct of the Business of any Target Company as currently conducted.


17	Environmental Matters

17.1

To the Sellers’ Best Knowledge, there has never been any material emission, spill, release, discharge, or contamination into (i) the air, (ii) the soil or any existing structures located on it, (iii) the surface water or ground water, or (iv) the sewer, sewer system and waste treatment, storage or disposal system that service any of the Target Companies, of any Hazardous Materials at or from any Owned Real Estate or Leased Real Estate.


17.2	No written notice of alleged violation of any Environmental Laws, or alleged presence of any Hazardous Materials, has been delivered by any Authority to any of the Target Companies, and, to the Sellers’ Best Knowledge, no circumstance exists that may reasonably be expected to cause any Authority to issue any such notice.

17.3

The Company and the Subsidiaries are not and have not been in any material violation under any Environmental Laws and hold all the environmental authorizations required thereunder in order to conduct their business in compliance with applicable laws, provided, however, that with respect any such material violation relating to asbestos or pollutants, the representation in this Paragraph 17.3 is subject to the Sellers’ Best Knowledge.


17.4	To the Sellers’ Best Knowledge, no properties operated by the Company or its Subsidiaries suffer from any Environmental Contamination and there are no tanks underground containing Hazardous Materials at any property operated by the Company or its Subsidiaries.


18	Litigation and Claims

18.1

Except as set out in Annex 18.1 (of which the IP Litigation will be subject to Article 10 of this Agreement), (a) as at the date hereof, none of Target Companies is a party, as a claimant or a defendant, to any pending litigation or has received any written claim having an indefinite value or a value individually in excess of EUR 100,000 (one hundred thousand), whether before the ordinary courts or before administrative or other courts or arbitrators, either in their own jurisdiction or abroad, and (b) there are no, and for the past 3 (three) years there have been no, proceedings pending or, to the Seller’s Best Knowledge, threatened, or judgments outstanding, against, the Business or its assets (including the Intellectual Property Rights), or any of the Target Companies which resulted, or would reasonably be expected to result in, a liability of a Target Company individually in excess of EUR 200,000 (two hundred thousand).


18.2	There is no written claim of any Person (whether by individuals, unions, social security or any other governmental agencies) or any pending proceeding against any Target Company which relates to employment or social security matters.


18.3	Except as set out in Annex 18.1 , there is no written claim of any Person or any pending proceeding which relates to any of the Target Companies’ Intellectual Property Rights.


18.4	Except as set out in Annex 18.1 ¸there is no pending written claim or written demand from any third party against any Target Company requesting the payment of indemnities individually in excess of EUR 100,000 (one hundred thousand) with respect to any product manufactured or sold by the Company and the Subsidiaries.

18.5

Except as set out in Annex 18.5 , no Target Company has entered into a settlement agreement with respect to any pending or threatened proceeding within 3 (three) years prior to the date of this Agreement, other than releases immaterial in nature or having an amount less than EUR 200,000 (two hundred thousand) entered into with former employees or independent contractors of any Target Company in the ordinary course of business in connection with routine cessation of such employee's or independent contractor's employment with or retention by any Target Company.

18.6

The products sold by the Company and the Subsidiaries meet in all material respect all of the requirements imposed by applicable law and have received all applicable approvals (if any) required for their manufacturing, transport and sale where they are manufactured, transported or sold. To the Sellers’ Best Knowledge, neither the Company nor the Subsidiaries have received any written claims or series of related written claims alleging that the products sold by them were defective and caused or contributed to the causation of personal injuries or property damage.


18.7	During the last 5 (five) years, there has never been any product recalls with respect to products manufactured or sold by the Company or the Subsidiaries. There are no facts or circumstances which, to the Sellers’ Best Knowledge, would reasonably be expected to result in a product recall campaign.


19	Trade Control and Anti-Corruption/Anti-Bribery Laws

19.1

None of the Target Companies, any of their respective officers, directors or employees, nor, to the Sellers’ Best Knowledge, any agent or other third party representative acting on behalf of any Target Company, is currently, or has ever, (i) violated any applicable law pertaining to customs, export controls, technology transfer or industrial security (" Trade Control Laws ") or (ii) is the subject of an action by a governmental authority that restricts such person's ability to engage in export transactions.

19.2

None of the Target Companies, any of their respective officers, directors or employees, nor, to the Seller’s Best Knowledge, any agent or other third party representative acting on behalf of any Target Company, is currently, or has ever, made any unlawful payment or given, offered, promised, or authorized or agreed to give, any money or thing of value, directly or indirectly, to any government official or other Person in violation of any applicable anti-corruption or anti-bribery law. To the Sellers’ Best Knowledge, the Target Companies have maintained complete and accurate books and records, including records of payments to any agents, consultants, representatives, third parties and government officials.

19.3

During the 5 (five) years prior to the date hereof, no Target Company other than IPC Brazil, CT and IPC India, nor, to the Sellers’ Best Knowledge, IPC Brazil, CT and IPC India, has received from any governmental authority or any other Person any notice, inquiry, or internal or external allegation; made any voluntary or involuntary disclosure to a governmental authority; or conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing related to any applicable Trade Control Laws or anti-corruption or anti-bribery laws.


20	Compliance with Laws

20.1

Except as set out in Annex 20.1, the Target Companies and the Sellers, to the extent applicable to its operations of the Business, are, and for the past 3 (three) years have been, in compliance with all applicable laws. There are no, and for the past 5 (five) years there have been no, investigations pending or, to the Sellers’ Best Knowledge, threatened by any governmental authority with respect to any Target Company or the Sellers, to the extent applicable to the operation of the Business, or any of the Target Companies’ material assets.


20.2	For the past 3 (three) years, neither the Target Companies nor any Seller, to the extent applicable to its ownership of the Shares or its operation of the Business, has received any written notice, charge, or claim to the effect that any Target Company is materially non-compliant with any applicable law.


21	Exit Costs


21.1	Neither the Target Companies nor the Sellers have incurred any liability for any brokerage, finder’s or similar fees or commissions in connection with the purchase and sale of the Shares contemplated hereby, the payment of which can be validly claimed from the Purchaser or any of the Target Companies.

21.2

Except as set out in Annex 21.2 , there are no bonus, deferred compensation, profit-sharing, golden parachute, severance or similar plans, for the benefit of any Employees, any current or former director (or its equivalent) or officer of the Target Companies or any other Persons formerly employed by any Target Company, that will become due and payable by any Target Company in relation to, or as a consequence of, the occurrence of the Closing and/or the transfer of the Shares to the Purchaser.


22	Assets

22.1

Except as set out in Annex 22.1 : (i) the Target Companies have full, unconditional, exclusive, good, marketable and insurable title to the assets shown in the Locked Box Accounts as of the date hereof, and in the 2016 Audited Financial Statements as of the Closing, or acquired by them after December 31, 2016 or in the case of leased assets, valid leasehold interest in, the applicable assets; (ii) such title and leasehold interests are not subject to any material limitation, industrial privilege, Lien, Encumbrance or right whatsoever for the benefit of third parties, except as set forth in the Locked Box Accounts as of the date hereof, and in the 2016 Audited Financial Statements as of the Closing.


23	Inventory


23.1	The inventories of the Company and the Subsidiaries as reflected in the Locked Box Accounts as of the date hereof, and in the 2016 Audited Financial Statements as of the

Closing, and those provided or acquired after December 31, 2016 consist of products of a quality and quantity consistent with past practices in the ordinary course of business. The value of such inventories is accounted for in the Locked Box Accounts as of the date hereof, and will be accounted for in the 2016 Audited Financial Statements as of the Closing, or on the accounting records of the Target Companies and reflects valuation criteria that are consistent with the Accounting Principles.


24	Receivables

24.1

All the accounts receivable of the Target Companies as reflected in the Locked Box Accounts as of the date hereof, and in the 2016 Audited Financial Statements as of the Closing, and those accrued or acquired after December 31, 2016 represent valid obligations arising out of sales actually made or services actually rendered in the ordinary course of business. Such accounts receivable are current and collectible, net of the respective reserves set forth in the 2016 Audited Financial Statements, the Locked Box Accounts or on the accounting records of the Target Companies, as the case may be (which reserves have been calculated consistent with the past custom and practice of the Target Companies). There is no contest, claim, defense or right of setoff claimed or threatened in writing, other than returns in the ordinary course of business, relating to the amount or validity of such accounts receivable.

Exhibit 10.1

EXECUTION COPY



JPMORGAN CHASE BANK, N.A. 10 South Dearborn St. Chicago, IL 60603	GOLDMAN SACHS BANK USA 200 West Street New York, New York 10282

CONFIDENTIAL

February 22, 2017

Tennant Company

Senior Secured Credit Facilities

Commitment Letter

Tennant Company

701 North Lilac Drive

P.O. Box 1452

Minneapolis, Minnesota 55422

Attention: Tom Paulson, Chief Financial Officer

Ladies and Gentlemen:

You (the “ Company ”) have advised JPMorgan Chase Bank, N.A. (“ JPMorgan ”) and Goldman Sachs Bank USA (“ GS ” and, together with JPMorgan, the “ Lead Arrangers ”, “ we ” or “ us ”) that the Company intends to acquire (the “ Acquisition ”) all the issued and outstanding equity interests of IP Cleaning S.p.A, a joint stock company incorporated under the laws of Italy (together with its subsidiaries and all assets relating thereto, the “ Target ”) pursuant to the Share Purchase Agreement (the “ Acquisition Agreement ”) among Ambienta SGR S.p.A., a company organized under the laws of Italy, and the other sellers party thereto (collectively, the “ Seller ”) and to consummate the other Transactions (such term and each other capitalized term used but not defined herein having the meaning assigned to it in the Exhibits hereto) described in Exhibit A hereto.

In connection therewith you have advised us that:

(a) you wish to obtain the Term Facility pursuant to this commitment letter (together with the Exhibits and other attachments hereto, this “ Commitment Letter ”) and having the terms set forth in the Summary of Terms and Conditions attached hereto as Exhibit B (the “ Senior Term Sheet ”); and

(b) you intend to replace or amend the revolving credit facility (the “ Existing Facility ”) currently available under your existing Amended and Restated Credit Agreement dated as of June 30, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “ Existing Credit Agreement ”) and, in connection therewith, you wish to obtain a commitment to provide a new up to $125,000,000 revolving credit facility (the “ Backstop Facility ”) on terms identical to those set forth in the Existing Credit Agreement, but as modified by the amendments as set forth on Exhibit D (the “ Amendments ”) and as otherwise mutually agreed between you and the Lead Arrangers in their respective sole discretion, if your and our efforts to replace or amend the Existing Facility with the Replacement Facility or the Amended Facility (as further described below) are unsuccessful.

You have further advised us that you wish to engage us in connection with the aforementioned replacement or amendment of the Existing Facility. The Existing Facility is currently anticipated to be replaced with a new up to $200,000,000 revolving facility (the “ Replacement Facility ”) pursuant to this Commitment Letter and having the terms set forth in the Senior Term Sheet (collectively, the Senior Term Sheet, Exhibit A and the Summary of Additional Conditions Precedent attached hereto as Exhibit C (the “ Conditions Exhibit ”), are referred to herein as the “ Term Sheet ”) (it being understood that the Replacement Facility may be made available pursuant to an amendment to and/or restatement of the Existing Credit Agreement and such documentation would include the Term Facility).

To the extent the Replacement Facility is not available on or prior to the Closing Date, you intend to seek from the Required Lenders (as defined in the Existing Credit Agreement) the Amendments to permit the consummation of the Transactions, and in connection therewith you have requested that the JPMorgan and GS (the “ Commitment Parties ”) commit to acquire (and if such offer is accepted, to acquire) by assignment on the Closing Date at par and pursuant to customary documentation, sufficient loans and/or commitments of non-consenting lenders under the Existing Credit Agreement necessary to achieve the effectiveness of the Amendments (such necessary financing, the “ Consent Financing ”, and such solicitation, the “ Consent Solicitation ”; the Existing Credit Agreement so modified by the Amendments pursuant to the Consent Financing, the “ Amended Facility ”). As used herein, the Term Facility, collectively with the Replacement Facility, Amended Facility, and the Backstop Facility, are referred to as the “ Facilities ”.

You hereby appoint each of the Lead Arrangers to act, and each of the Lead Arrangers are pleased to advise you that they are willing to act, as joint lead arrangers and bookrunners for the Facilities, in each case, upon the terms and subject to the conditions set forth in this Commitment Letter and in the Fee Letters. It is agreed that JPMorgan will act as the sole and exclusive Administrative Agent, that GS will act as the sole and exclusive Syndication Agent, and that the Lead Arrangers will act as the sole and exclusive joint lead arrangers and joint bookrunners for the Facilities; provided , that the Company agrees that (x) JPMorgan may perform its responsibilities as a Lead Arranger hereunder through its affiliate J.P. Morgan Securities LLC and (y) GS, as Commitment Party, may assign its commitments hereunder to Goldman Sachs Lending Partners LLP and any such assignment shall relieve GS of its obligations under this Commitment Letter in respect of such assigned commitment. Each of JPMorgan and GS, in such capacities, will perform the duties and exercise the authorities customarily performed and exercised in such roles. It is agreed that JPMorgan will have “left placement” and GS will have placement immediately to the “right” of JPMorgan in the Confidential Information Memorandum referred to below and in all other marketing materials or advertisements related to the Facilities. You agree that no other agents, co-agents, bookrunners, co-bookrunners, managers, co-managers, arrangers or co-arrangers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the Term Sheet and in the Fee Letters referred to below) will be paid in connection with the Facilities unless you and the Lead Arrangers shall so agree; provided, however, that, notwithstanding the foregoing, on or prior to the date that is ten (10) business days after the date hereof, you may award up to three (3) additional financial institutions (or their affiliates) co-documentation agent titles in a manner and with economics determined by you with the consent of the Lead Arrangers.

Furthermore, (x) JPMorgan is pleased to advise you of its several, but not joint, commitment to provide 50% of each Tranche (as defined in the Term Sheet) of the Term Facility, 50% of the principal amount of the Consent Financing if the Replacement Facility is not provided by the Lenders and 50% of the Backstop Facility if neither the Replacement Facility nor the Amendments are obtained prior to the

consummation of the Acquisition, and (y) GS is pleased to advise you of its several, but not joint, commitment to provide 50% of each Tranche of the Term Facility, 50% of the principal amount of the Consent Financing if the Replacement Facility is not provided by the Lenders and 50% of the Backstop Facility if neither the Replacement Facility nor the Amendments are obtained prior to the consummation of the Acquisition, in each case with respect to clauses (x) and (y) above, (i) upon the terms set forth in this Commitment Letter and the Fee Letters and (ii) subject solely to the express conditions applicable thereto set forth in Part I and Part II, as applicable, of the Conditions Exhibit. The respective commitments hereunder of each Commitment Party in respect of the Term Facility shall (x) be ratably reduced by the net principal amount of any Senior Unsecured Notes or other Permanent Debt (in each case as defined on Exhibit A) issued (including into escrow) on or prior to the Closing Date (which reduction shall be applied first to reduce the commitments in respect of the Term A-2 Tranche, and then to reduce commitments in respect of the Term A-1 Tranche), and, (y) in any event, be ratably reduced to zero upon initial effectiveness of the definitive documentation with respect to the Term Facility and the funding in full of the Term Facility by the Lenders. The respective commitments of each Commitment Party hereunder in respect of the Consent Financing and the Backstop Facility with respect to the Existing Facility shall be ratably reduced to zero upon initial effectiveness of the definitive documentation with respect to the Replacement Facility, or as applicable, the Amendments.

Furthermore, each of JPMorgan and GS is pleased to advise you of its agreement, subject to the terms of this Commitment Letter and the Fee Letters, to use commercially reasonable efforts to (x) assemble a syndicate of financial institutions identified by the Lead Arrangers and subject to your consent, not to be unreasonably withheld or delayed (together with the Commitment Parties, the “ Lenders ”) to provide the Replacement Facilities and (y) if applicable, solicit consents in respect of the Consent Solicitation.

The Lead Arrangers intend to syndicate the New Facilities (as defined on Exhibit A) (and if applicable thereafter, engage in solicitation and/or syndication of the other Facilities) to the Lenders. You understand that each of the Facilities may be separately syndicated. In consultation with the Company, the Lead Arrangers may elect to syndicate and close definitive documentation with respect to the Term A-1 Tranche and the Replacement Facility in advance of the consummation of the Acquisition and close the definitive documentation in respect of all or a portion of the Term A-2 Tranche (or provide for customary delayed draw provisions in respect of the Term Facility under the Credit Documentation). The Lead Arrangers intend to commence syndication efforts promptly upon the execution of this Commitment Letter, and you agree to actively assist the Lead Arrangers in completing a syndication satisfactory to them. Such assistance shall include (a) your using commercially reasonable efforts to ensure that the syndication efforts benefit materially from your existing lending relationships and, to the extent not in contravention of the Acquisition Agreement, to use your commercially reasonable efforts to ensure that the syndication efforts benefit materially from the existing lending relationships of the Target, (b) direct contact between senior management and advisors of the Company and the proposed Lenders (and to use your commercially reasonable efforts to ensure contact between senior management and advisors of the Target and the proposed Lenders), (c) the hosting, with the Lead Arrangers, of one or more meetings of, or telephone calls with, prospective Lenders, (d) as set forth below, assistance (and, to the extent not in contravention of the Acquisition Agreement, to use your commercially reasonable efforts to cause the Seller and the Target, as applicable, to assist) in the preparation of materials to be used in connection with the syndication (collectively with the Term Sheet, the “ Information Materials ”) and (e) your using your commercially reasonable efforts to obtain (x) corporate credit and/or corporate family ratings for the Company and (y) ratings (but in each case for the avoidance of doubt, not any specific rating) for the Facilities and the Senior Unsecured Notes or other Permanent Debt, in each case from each of Moody’s Investors Service, Inc. (“ Moody’s ”) and Standard & Poor’s Financial Services LLC (“ S&P ”) as soon as practicable and in any event prior to the commencement of syndication of the Facilities. In addition, to facilitate an orderly and successful syndication of the Facilities, you agree that, until the earlier of (x) “successful syndication” (as such term is defined in the Arranger Fee Letter) and (y) 60 days following the consummation of the Acquisition (such earlier date, the “ Syndication Date ”), you and your subsidiaries will not, and shall, to the extent not in contravention of the Acquisition Agreement, use your commercially reasonable efforts to ensure that the Target and its subsidiaries will not, issue, sell, offer,

place or arrange, or engage in any discussions with respect to any debt securities or any commercial bank or other credit facilities of the Company, the Target or their respective subsidiaries other than the Facilities, the Senior Unsecured Notes or other Permanent Debt or Permitted Surviving Debt. For purposes of this Commitment Letter and the Credit Documentation, the term “Permitted Surviving Debt” shall mean (i) purchase money indebtedness, capital leases and equipment financings of the Company and its subsidiaries and the Target and its subsidiaries that will remain outstanding following the Acquisition Date, (ii) intercompany indebtedness among the Target and its subsidiaries, (iii) other ordinary course working capital facilities of the Target and its subsidiaries that will be repaid in full and terminated on or prior to the Acquisition Date, (iv) indebtedness of the Target and its subsidiaries pursuant to an overdraft facility in an aggregate principal amount not to exceed EUR1,000,000 permitted to remain outstanding pursuant to the terms of the Acquisition Agreement (the “ Permitted Overdraft Facility ”) and (v) other indebtedness that is reasonably agreed by you and the Commitment Parties to remain outstanding following the Acquisition Date.

Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letters or any other letter agreement or undertaking concerning the Transactions, and without limiting your obligations to assist with the syndication efforts as provided herein, (x) your obligation to assist with the syndication efforts as provided herein shall not constitute a condition to the commitments hereunder in respect of, or the availability of, the Facilities (other than the Replacement Facility) on the Closing Date, (y) it is understood that the Commitment Parties’ commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the Facilities (other than the Replacement Facility) and (z) in no event shall the commencement or successful completion of syndication of the Facilities (other than the Replacement Facility) constitute a condition to the availability of such Facilities on the Closing Date.

Except upon your revocation by written notice to the Lead Arrangers with respect to postings and uses occurring after the Lead Arrangers’ receipt of such notice, and solely for the purposes described in this paragraph, you hereby authorize the Lead Arrangers and the Commitment Parties to download copies of the Company’s trademark logos from its website and post copies thereof on the IntraLinks site or similar workspace established by the Lead Arrangers to syndicate the Facilities and use the logos on any confidential information memorandum, presentations and other marketing materials prepared in connection with the syndication of the Facilities or in any advertisements (to which you consent, such consent not to be unreasonably withheld) that any Lead Arranger or Commitment Party may place after the closing of the Facilities in financial and other newspapers and journals, or otherwise, at its own expense describing its services to the Company hereunder.

You will assist (and, to the extent not in contravention of the Acquisition Agreement, use your commercially reasonable efforts to cause the Target to assist) us in preparing Information Materials, including but not limited to a Confidential Information Memorandum or lender slides, for distribution to prospective Lenders. Before distribution of any Information Materials, you agree to execute and deliver to us a letter in which you authorize distribution of the Information Materials to a prospective Lender’s employees, subject to customary confidentiality arrangements approved by the Company.

The Lead Arrangers will manage (in consultation with the Company) all aspects of the syndication, including (i) decisions as to the selection of institutions to be approached and when they will be approached, (ii) when their commitments will be accepted, (iii) which institutions will participate, (iv) the allocations of the commitments among the Lenders and (v) the amount and distribution of fees among the Lenders. Until the termination of the syndication of the Facilities, the Commitment Parties may assign portions of their commitments hereunder to one or more other persons (each, an “ Assignee ”) that will assume such portions of its commitments; provided that, solely to the extent such assignment was approved by you (such approval not be unreasonably withheld of delayed), upon the effectiveness of any

such assignment to and assumption by an Assignee that becomes either a party hereto or a party to the applicable Credit Documentation (including pursuant to a joinder agreement or other legally binding agreement), each assigning Commitment Party will be released from the portions of its commitments so assigned and assumed (such assignments to be allocated, as among the Commitment Parties, in the manner determined by the Lead Arrangers in consultation with you) (each such approved Assignee, an “ Approved Assignee ”; it being understood that (i) GS may assign its respective commitments to Goldman Sachs Lending Partners, LLC and Goldman Sachs Lending Partners, LLC is hereby deemed to be an Approved Assignee and (ii) the Commitment Parties may assign their respective commitments ratably to existing lenders under the Existing Credit Agreement and each such existing lender is hereby deemed to be an Approved Assignee). The Lead Arrangers, acting in such capacity as distinct from their capacities as Commitment Parties, will have no responsibility other than to arrange the syndication as set forth herein and the Lead Arrangers, acting in such capacity, are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the arrangement of the Facilities (including in connection with determining the terms of the Facilities) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. The Company agrees that it will not assert any claim against any Lead Arranger based on an alleged breach of fiduciary duty by such Lead Arranger in connection with this Commitment Letter and the transactions contemplated hereby. Additionally, the Company acknowledges and agrees that, except as set forth below, the Lead Arrangers are not advising the Company as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the Transactions, and the Lead Arrangers shall have no responsibility or liability to the Company with respect thereto. Any review by the Lead Arrangers of the Company, the Target, the Transactions or other matters relating to the Transactions will be performed solely for the benefit of the Lead Arrangers and the Commitment Parties and shall not be on behalf of the Company. As you know, Goldman, Sachs & Co. has been retained by the Company as financial advisor (in such capacity, the “ Financial Advisor ”) in connection with the Acquisition. You agree to such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from the engagement of the Financial Advisor, on the one hand, and our and our affiliates’ relationships with you as described and referred to herein, on the other. Each of the Commitment Parties hereto acknowledges (i) the retention of Goldman, Sachs & Co. as the Financial Advisor and (ii) that such relationship does not create any fiduciary duties or fiduciary responsibilities to such Commitment Party on the part of Goldman Sachs or its affiliates.

To assist the Lead Arrangers in their syndication efforts, you agree promptly to prepare and provide (and, to the extent not in contravention of the Acquisition Agreement, to use your commercially reasonable efforts to cause the Seller to provide) to the Lead Arrangers and the Commitment Parties all information with respect to the Company, the Target and their respective subsidiaries and the Transactions, including all financial information and projections (the “ Projections ”), as we may reasonably request in connection with the arrangement and syndication of the Facilities. You hereby represent and covenant (with respect to the information or data relating to Target, its subsidiaries or their respective businesses, the following representations and warranties shall be made solely to your knowledge) that (a) all information other than the Projections (the “ Information ”) that has been or will be made available to the Lead Arrangers or the Commitment Parties by you or any of your representatives, taken as a whole, is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) the Projections that have been or will be made available to the Lead Arrangers or the Commitment Parties by you or any of your representatives have been or will be prepared in good faith based upon reasonable assumptions at the time furnished to us (it being understood that (i) the Projections are as to future events and are not to be viewed as facts, and

that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material and (ii) the Projections are subject to significant uncertainties and contingencies and no assurance can be given that the projected results will be realized). If, at any time prior to the consummation of the Acquisition (or, if “successful syndication” (as such term is defined in the Arranger Fee Letter) shall not have been completed by such date, the 60th day thereafter), any of the representations and warranties in the preceding sentence would not be accurate and complete in any material respect if the Information or Projections were being furnished, and such representations and warranties were being made, at such time, then you agree to (or, to the extent not in contravention of the Acquisition Agreement, to use your commercially reasonable efforts to cause the Target to) promptly supplement the Information and/or Projections so that (limited, with respect to the Information and Projections relating to the Target, to your knowledge) the representations and warranties contained in this paragraph remain accurate and complete in all material respects under those circumstances. You understand that in arranging and syndicating the Facilities we may use and rely on the Information and Projections, taken as a whole, without independent verification thereof.

As consideration for each Commitment Party’s commitment hereunder and each Lead Arranger’s agreement to perform the services described herein, you agree to pay to the Commitment Parties and the Lead Arrangers the nonrefundable fees set forth in Annex I to the Term Sheet and in (x) the fee letter among the Lead Arrangers and you dated the date hereof and delivered herewith (the “ Arranger Fee Letter ”) and (y) any other fee letters dated the date hereof and delivered herewith (collectively with the Arranger Fee Letter, the “ Fee Letters ”).

Each Commitment Party’s commitment hereunder and each Lead Arranger’s agreement to perform the services described herein are subject to the conditions set forth herein, in the Term Sheet and on the Conditions Exhibit. The only conditions to availability and initial funding of the Facilities (other than the Company’s obligation to assist with the syndication efforts as expressly set forth herein with respect to the Replacement Facility) on the Closing Date are the Closing Date Conditions Provisions. Those matters that are not covered by the provisions hereof and of the Term Sheet are subject to the approval and agreement of each Commitment Party, each Lead Arranger and the Company.

Notwithstanding anything in this Commitment Letter (including each of the Exhibits attached hereto), the Fee Letters, the definitive documentation with respect to the Facilities (the “ Credit Documentation ”) or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations relating to the Company, the Target, its and their respective subsidiaries and its and their respective businesses the accuracy of which shall be a condition to (A) the availability of the Facilities on the Closing Date (as defined in the Term Sheet), including loans made under the Backstop Facility, the Replacement Facility and the Amended Facility, shall be the Specified Representations (as defined below) made by the Company and the guarantors in the Credit Documentation and (B) the availability of the proceeds of the Facilities on the Acquisition Date to consummate the Acquisition shall be (x) the Specified Representations made by the Company and the guarantors in the Credit Documentation and (y) such of the representations made by or with respect to the Target in the Acquisition Agreement as are material to the interests of the Lenders and the Lead Arrangers, but only to the extent that the Company or one of its affiliates has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement or to decline to close the Acquisition as a result of the breach of such representations and warranties (determined without regard to whether any notice is required to be delivered by you) (to such extent, the “ Specified Acquisition Agreement Representations ”), and (ii) the terms of the Credit Documentation shall be in a form such that they do not impair the availability of the Facilities on the Closing Date if the conditions set forth in this paragraph and in the Term Sheet under the subheading “Initial Conditions” under the heading “IV. Certain Conditions” and the express conditions applicable to the availability of the Facilities on the Closing Date set forth in Part I and Part II, as

applicable, of the Conditions Exhibit are satisfied (it being understood that, to the extent any security interest in any Collateral (as defined in the Term Sheet) is not or cannot be granted and/or perfected on the Closing Date (other than the grant and perfection of the security interests (1)(x) in the certificated equity securities of any domestic subsidiaries owned directly or indirectly by the Company (to the extent required by the Term Sheet), which security interest in equity securities of such domestic subsidiaries may be perfected by delivery of certificates evidencing such equity securities and (y) in the equity securities of any first-tier foreign subsidiary of the Company that, as of the Acquisition Date, will own, directly or indirectly, all or any portion of the equity securities of the Target (to the extent required by the Term Sheet), (2) in other assets with respect to which a lien may be perfected solely by the filing of a financing statement under the Uniform Commercial Code and (3) short-form filings with the United States Patent and Trademark Office or United States Copyright Office) after your use of commercially reasonable efforts to do so, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date, but instead shall be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Administrative Agent (as defined in the Term Sheet) and the Company acting reasonably (and in any event within 60 days (or 90 days for any foreign Collateral except as described above) after the Closing Date or such longer period as may be reasonably agreed by the Administrative Agent). For purposes hereof, “ Specified Representations ” means only the representations and warranties of the Company and the guarantors set forth in the Credit Documentation relating to corporate or other organizational existence; corporate or other organizational power, authority and qualification to enter into, and perform their obligations under, the Credit Documentation; due authorization, execution, delivery and enforceability of the Credit Documentation; solvency as of the Closing Date and the Acquisition Date (in each case, after giving effect to the Transactions consummated on or before such date, including the Acquisition as of the Acquisition Date) of the Company and its subsidiaries on a consolidated basis; that the entering into and performance of the Facilities, and the granting of the security interests in the Collateral to secure the Facilities, will not conflict with organizational documents, laws or material agreements; Federal Reserve regulations; the Investment Company Act; OFAC, anti-corruption laws, sanctions and regulations; use of proceeds; and subject to the parenthetical in the immediately preceding sentence and under the heading “Collateral” in Exhibit B attached hereto, creation, validity and perfection of security interests in the Collateral. This paragraph, and the provisions herein, together with the provisions of the Term Sheet under the subheading “Initial Conditions” under the heading “IV. Certain Conditions” and the express conditions applicable to the availability of the Facilities on the Closing Date set forth in Part I and Part II, as applicable, of the Conditions Exhibit, shall be referred to as the “ Closing Date Conditions Provisions .”

You agree (a) to indemnify and hold harmless each Commitment Party, each Lead Arranger and their respective affiliates and the respective officers, directors, employees, advisors, affiliates and agents of such persons (each, an “ indemnified person ”) from and against any and all losses, claims, damages and liabilities to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Fee Letters, the Facilities, the use of the proceeds thereof or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing (each a “ Proceeding ”), regardless of whether any indemnified person is a party thereto and whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or by any other person, and to reimburse each indemnified person upon demand for any reasonable and documented out-of-pocket legal expenses (but limited, in the case of legal fees and expenses, to a single firm of counsel for all such indemnified persons, taken as a whole and, if relevant, of a single firm of local counsel in each applicable jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such indemnified persons, taken as a whole (and, in the case of an actual or perceived conflict of interest, where the indemnified person affected by such conflict notifies you of the existence of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected indemnified person and, if relevant, of a single firm of local counsel in each appropriate jurisdiction (which may include a single

firm of special counsel acting in multiple jurisdictions) for such affected indemnified person)) and other reasonable and documented out-of-pocket fees and expenses to the extent incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they (i) are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct or gross negligence of such indemnified person or any of its Related Parties, (ii) result from a claim brought by you or any of your subsidiaries against such indemnified person or any of its Related Parties for material breach of such indemnified person’s or any of its Related Parties’ obligations hereunder or under any definitive documentation in respect of any of the Facilities if you or such subsidiary has obtained a final and nonappealable judgment in your or its favor on such claim as determined by a court of competent jurisdiction or (iii) any dispute solely between or among indemnified persons other than claims against any indemnified person acting in its capacity or in fulfilling its role as agent or arranger or any similar role under the Facilities and other than claims to the extent arising out of any act or omission on the part of you or your affiliates, and (b) to reimburse the Commitment Parties and the Lead Arrangers and their affiliates on demand for all reasonable out-of-pocket expenses (including due diligence expenses, syndication expenses, electronic distribution expenses, travel expenses, consultants’ fees and expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facilities and any related documentation (including this Commitment Letter, the Fee Letters and the definitive financing documentation) or the administration, amendment, modification or waiver thereof. No indemnified person shall be liable for any damages arising from the use by unauthorized recipients of Information or other materials obtained through electronic telecommunications or other information transmission systems. None of the indemnified persons, you, the Target or your or their respective subsidiaries or affiliates or the respective directors, officers, employees, advisors, agents or other representative of the foregoing or any successor or assign of the foregoing shall be liable for any indirect, special, punitive or consequential damages in connection with this Commitment Letter, the Fee Letters, the Facilities or the Transactions; provided that nothing contained in this paragraph shall limit your indemnity and reimbursement obligations to the extent set forth in this paragraph. For purposes hereof, “Related Parties” means, with respect to any person, the directors, officers, employees, agents, advisors, representatives and controlling persons of such person.

This Commitment Letter shall not be assignable by (a) you without the prior written consent of each Commitment Party and each Lead Arranger (and any purported assignment without such consent shall be null and void) and (b) by any Commitment Party other than in connection with the process of syndicating the Facilities, provided that such Commitment Party agrees, subject to the applicable Closing Date Conditions Provisions, to fund any assigned commitment on the Closing Date to the extent the applicable assignee (other than an Approved Assignee) fails to do so. This Commitment Letter is intended to be solely for the benefit of the parties hereto and the indemnified persons and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified persons. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you, each Commitment Party and each Lead Arranger. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by electronic or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letters are the only agreements that have been entered into among us with respect to the Facilities and set forth the entire understanding of the parties with respect thereto.

This Commitment Letter shall be governed by, and construed and interpreted in accordance with, the law of the State of New York; provided that the laws of the Republic of Italy shall govern in determining whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement and (ii) the determination of the accuracy of any Specified Acquisition

Agreement Representation and whether as a result of any inaccuracy thereof, a condition to your (or your affiliates’) obligations to close under the Acquisition Agreement has not been met or you (or your affiliates) have the right (without regard to any notice requirement but giving effect to any applicable cure provisions) to terminate your (or your affiliates’) obligations under the Acquisition Agreement, in each case without regard to its rules of conflicts of law).

The Company hereby irrevocably and unconditionally consents to the exclusive jurisdiction and venue of the state or federal courts located in the City of New York, Borough of Manhattan. Nothing in this Commitment Letter shall affect any right that the Commitment Parties or the Lead Arrangers may otherwise have to bring any action or proceeding relating to this Commitment Letter or the Fee Letters against the Company or its properties in the courts of any jurisdiction. Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, (a) any right it may have to a trial by jury in any legal proceeding arising out of or relating to this Commitment Letter, the Fee Letters or the transactions contemplated hereby or thereby (whether based on contract, tort or any other theory) and (b) any objection that it may now or hereafter have to the laying of venue of any such legal proceeding in the state or federal courts located in the City of New York, Borough of Manhattan.

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter or the Fee Letters nor any of their terms or substance shall be disclosed, directly or indirectly, to any other person (including, without limitation, other potential providers or arrangers of financing) except that you may disclose (a) this Commitment Letter, the Term Sheet, the Fee Letters and the contents hereof and thereof (i) to Target and its affiliates and your and Target’s and its affiliates’ respective directors, officers, employees, attorneys, accountants and advisors directly involved in the consideration of this matter on a confidential basis (provided that any disclosure of the Fee Letters or their terms or substance to the Target, its affiliates and their respective directors, officers, employees, attorneys, accountants and advisors shall be redacted in a manner reasonably satisfactory to the Commitment Parties), and (ii) in any legal, judicial or administrative proceeding or as otherwise required by applicable law or regulation or as requested by a governmental authority (in which case you agree, to the extent not prohibited by applicable law, to inform us promptly in advance thereof), (b) upon notice to the Commitment Parties, this Commitment Letter and the existence and contents hereof (but not the Fee Letters or the contents thereof, other than the aggregate fee amount contained in the Fee Letters as part of the Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials for the Facilities or in any public or regulatory filing requirement (including any filing requirement of the Securities and Exchange Commission) relating to the Transactions (and only to the extent aggregated with all other fees and expenses of the Transactions and not presented as an individual line item unless required by applicable law, rule or regulation)) in any syndication or other marketing material in connection with the Facilities or in connection with any public filing requirement, (c) the Term Sheet to Lenders and potential Lenders in any syndication or other marketing materials in connection with the Facilities and to any rating agency in connection with the Acquisition and the Facilities on a confidential basis, and (d) the Commitment Letter with the Commitment Parties’ prior written consent (which shall not be unreasonably withheld, conditioned or delayed).

Each of the Lead Arrangers and the Commitment Parties agrees that it will treat as confidential all information provided to it hereunder by or on behalf of the Borrower, the Target or any of their respective subsidiaries or affiliates; provided that nothing herein will prevent any Lead Arranger or any Commitment Party from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case such person agrees to inform you promptly thereof to the extent practicable and not prohibited by law), (b) upon the request or demand of any regulatory authority having jurisdiction over such person or any of its affiliates, (c) to the extent that such

information is publicly available or becomes publicly available other than by reason of improper disclosure by such person, its affiliates or representatives, (d) to such person’s affiliates and their respective officers, directors, partners, members, employees, legal counsel, advisors, representatives, independent auditors and other experts or agents who have a need to know such information and on a confidential basis and who have been advised of their obligation to maintain the confidentiality provided hereunder or are otherwise under a professional or employment duty of confidentiality, (e) to potential and prospective Lenders or any direct or indirect contractual counterparties to any swap or derivative transaction relating to you or your obligations under the Facilities, in each case, subject to such recipient’s agreement (which agreement may be in writing or by “click through” agreement or other affirmative action on the part of the recipient to access such information and acknowledge its confidentiality obligations in respect thereof pursuant to customary syndication practice) to keep such information confidential on substantially the terms set forth in this paragraph, (f) received by such person on a non-confidential basis from a third party source (other than you or any of your affiliates, advisors, members, directors, employees, agents or other representatives) not known by such person to be prohibited from disclosing such information to such person by a legal, contractual or fiduciary obligation, (g) for purposes of establishing a “due diligence” defense, (h) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Commitment Letter, the Exhibits hereto, the Fee Letters or the transactions contemplated thereby or enforcement hereof and thereof, (i) to any rating agency on a confidential basis, (j) from and after the time the Company shall have publicly announced the Acquisition, solely with respect to information pertaining to the Facilities that is routinely provided by arrangers, to data service providers, including league table providers, that serve the lending industry and (k) with your prior written consent; provided further that the foregoing obligations of the Lead Arrangers and the Commitment Parties shall remain in effect until the earlier of (i) one year from the date hereof and (ii) the date of execution of the Credit Documentation for any Facility at which time any confidentiality undertaking such Credit Documentation shall supersede the provisions in this paragraph.

You acknowledge that each Commitment Party, each Lead Arranger and their affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. None of the Commitment Parties or the Lead Arrangers will use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you in connection with the performance by the Commitment Parties and the Lead Arrangers of services for other companies, and will not furnish any such information to other companies. You also acknowledge that each Commitment and each Lead Arranger has no obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained from other companies. You further acknowledge that each Commitment Party and each Lead Arranger is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Lead Arranger or Commitment Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, the Target and other companies with which you or the Target may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Lead Arranger or Commitment Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

Each Commitment Party and each Lead Arranger may employ the services of its affiliates in providing certain services hereunder and, in connection with the provision of such services, may exchange with such affiliates information concerning you and the other companies that may be the subject

of the transactions contemplated by this Commitment Letter, and, to the extent so employed, such affiliates shall be entitled to the benefits of such Commitment Party or Lead Arranger hereunder.

The compensation, reimbursement, indemnification and confidentiality provisions contained herein and in the Fee Letters and any other provision herein or therein which by its terms expressly survives the termination of this Commitment Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or each Commitment Party’s commitment hereunder, provided that your obligations under this Commitment Letter (other than your obligations with respect to (a) assistance to be provided in connection with the syndication thereof (including as to the provision of Information and representations with respect thereto) and (b) confidentiality of this Commitment Letter and the Fee Letters and the contents thereof as provided herein) shall automatically terminate and be superseded, to the extent comparable, by the provisions of the Credit Documentation upon the initial funding thereunder, and you shall automatically be released from all liability in connection therewith at such time, in each case to the extent the Credit Documentation has comparable provisions with comparable coverage. You may terminate this Commitment Letter and concurrently terminate each Commitment Party's commitments hereunder in full (but not in part) at any time subject to the provisions of the preceding sentence.

Each Commitment Party and each Lead Arranger each hereby notifies you that pursuant to the requirements of the U.S.A. PATRIOT ACT (Title III of Pub. L. 107 56 (signed into law October 26, 2001)) (the “ Patriot Act ”), it and each of the Lenders may be required to obtain, verify and record information that identifies you and your subsidiaries, which information may include your name, address, tax identification number and other information that will allow such Commitment Party and such Lead Arranger and each of the Lenders to identify you and your subsidiaries in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective for each Commitment Party, each Lead Arranger, each of the Lenders and each of their respective affiliates.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof and of the Term Sheet and the Fee Letters by returning to us executed counterparts hereof and of the Fee Letters not later than 5:00 p.m., New York City time, on February 22, 2017. Each Commitment Party’s commitment and each Lead Arranger’s agreements herein will expire at such time in the event we has not received such executed counterparts in accordance with the immediately preceding sentence. Further, each Commitment Party’s commitments hereunder, and each Lead Arranger’s agreements to perform the services described herein, will automatically terminate (without further action or notice and without further obligation to you) upon the first to occur of (a) 5:00 p.m., New York City time, on April 30, 2017, provided that to the extent the period to satisfy the condition set forth in Paragraph 5.3 of the Acquisition Agreement shall have been extended in accordance with the terms of Paragraph 5.4.1 of the Acquisition Agreement (as in effect on the date hereof), the Outside Date under this clause (a) shall be automatically extended (and the Company shall provide prompt written notice thereof to the Lead Arrangers) to a date that is the earlier of (i) such extended date pursuant to Paragraph 5.4.1 of the Acquisition Agreement and (ii) May 31, 2017, (b) the consummation of the Acquisition (following the borrowings on the date thereof under the Facilities or with financing other than the Facilities), (c) public announcement of the abandonment of the Acquisition by the Company and (d) termination of the Acquisition Agreement in accordance with its terms (the first to occur of the foregoing, the “ Outside Date ”), and the Credit Documentation shall provide for the termination of the Lenders’ commitments thereunder consistent with the foregoing. In addition, the Lead Arrangers’ agreements hereunder and each Commitment Party’s commitment hereunder to arrange and provide the Term Facility will terminate to the extent of the issuance of the Senior Unsecured Notes or other Permanent Debt (in escrow or otherwise), and which termination shall be applied first to reduce the commitments in respect of the Term A-2 Tranche, and then to reduce commitments in respect of the Term A-1 Tranche.

**Signature Pages Follow**

Each Commitment Party and each Lead Arranger is pleased to have been given the opportunity to assist you in connection with this important financing.

Very truly yours,

JPMORGAN CHASE BANK, N.A.

By: ___________________________________

Name:

Title:

GOLDMAN SACHS BANK USA

By: ___________________________________

Name:

Title:

Tennant Commitment Letter

(2017)

Accepted and agreed to as of

the date first written above by:

TENNANT COMPANY

By: _______________________________

Name:

Title:

Tennant Commitment Letter

(2017)

Exhibit A

CONFIDENTIAL

Tennant Company

$400,000,000 Term Facility

$200,000,000 Revolving Credit Facility

Proposed Transactions

Capitalized terms used but not defined in this Exhibit A have the meanings set forth in the commitment letter to which this Exhibit A is attached (the “ Commitment Letter ”) or in the other Exhibits thereto.

The Company intends to consummate the Acquisition pursuant to the Acquisition Agreement.

The Company anticipates that (x) payment of the consideration in respect of the Acquisition, (y) the repayment in full of all obligations outstanding under Company’s Existing Credit Agreement (or with respect thereto, amendment or replacement thereof reasonably satisfactory to the Company and the Lead Arrangers) and, to the extent not otherwise repaid, the aggregate principal amount of the Company’s senior secured promissory notes issued pursuant to that certain Private Shelf Agreement, dated as of July 29, 2009 (as amended, the “ Note Agreement ”), between the Company, on the one hand, and Prudential Investment Management, Inc., The Prudential Insurance Company of America, Physicians Mutual Insurance Company and each other Prudential Affiliate party thereto, on the other hand, and outstanding as of the date hereof (the “ Company Refinancing ”) and the repayment in full of all indebtedness of the Target other than the Permitted Overdraft Facility (such repayment of Target indebtedness, the “ Target Refinancing ”) and (z) the payment of fees and expenses incurred in connection with the Transactions (such fees and expenses, the “ Transaction Costs ”), will be financed from a combination of the following sources:


(a)	the proceeds of a new multi-tranche term loan facility of the Company, as described in Exhibit B, in an amount of up to $400,000,000 (reduced by the amount of any Senior Unsecured Notes or other Permanent Debt issued on or prior to the Closing Date as set forth in the Commitment Letter) (the “ Term Facility ”);


(c)	the proceeds of a new revolving facility of the Company, as described in Exhibit B, in an amount of up to $200,000,000 (the “ Revolving Credit Facility ” and together with the Term Facility, the “ New Facilities ”), or the Backstop Facility or the Amended Facility, if applicable; and

(c)

the Company anticipates issuing and selling senior unsecured notes (the “ Senior Unsecured Notes ”) or other debt securities in connection with the Acquisition or to refinance the Term Facility (the “ Permanent Debt ”), in each case, in a public offering or in a private placement, including in connection with a resale transaction pursuant to Rule 144A promulgated under the Securities Act of 1933, yielding up to $300,000,000 in gross proceeds, provided that, no such issuance, sale or refinancing on or prior to the Closing Date is a condition to funding of the New Facilities on the Closing Date by the Commitment Parties.

The transactions described above are collectively referred to herein as the “ Transactions ”. For purposes of this Commitment Letter and the Fee Letter, “ Closing Date ” shall mean the date of the

A-1

satisfaction or waiver of the conditions set forth in Part I of Exhibit C and the initial funding of the Term Facility and other relevant Facilities on such date and “ Acquisition Date ” shall mean the date of the satisfaction or waiver of the conditions set forth in Part III of Exhibit C and the consummation of the Acquisition on such date; provided , that the Acquisition Date shall occur no later than five (5) Business Days after the Closing Date.

A-2

Exhibit B

TENNANT COMPANY CREDIT FACILITIES

Summary of Terms and Conditions

February 22, 2017

_______________________________




I .	Parties

	Borrowers:	The borrower under the Term Facility will be the Company. The borrowers under the Revolving Credit Facility will be the Company and, subject to the terms and conditions permitting the addition of borrowers under the Company’s Existing Credit Agreement, one or more designated foreign subsidiaries (the “ Foreign Borrowers ” and collectively with the Company, the “ Borrowers ”).

	Guarantors:	The Company (with respect to any other Borrower) and the Company’s existing direct and indirect domestic subsidiaries (subject to exceptions and, with respect to future subsidiaries, materiality as shall be agreed upon by the Company and the Administrative Agent) shall unconditionally guaranty all of the Borrowers’ obligations under and in connection with the Facilities (as defined below) and certain interest rate swaps, currency or other hedging obligations and banking services obligations owing to any Lender or any affiliate thereof.

	Collateral:	The obligations of the Company, the other Borrowers and the Guarantors under the Facilities shall be secured by (i) a first priority perfected security interest in and lien on the existing and future personal property of the Company, each other Borrower (solely with respect to the obligations of such other Borrower) and each Guarantor, other than excluded assets to be agreed upon, and (ii) a pledge of, and a first perfected security interest in 100% of the equity interests of each of the Company’s existing and future direct and indirect subsidiaries; provided , that if a pledge of 100% of the voting shares of equity interests of any material foreign subsidiary would give rise to a material adverse tax consequence, such pledge shall be limited to 65% of the voting equity interests of the Company’s first-tier foreign subsidiary in the relevant ownership chain (except to the extent limited by foreign law applicable to such foreign subsidiary); provided , further that the collateral agency role in any foreign jurisdiction is to be determined. All of the collateral security described above is referred to collectively as the “ Collateral ”. The Collateral will also secure interest rate swaps, currency or other hedging obligations and banking services obligations owing to any Lender or any affiliate thereof on a pari passu basis (including with respect to concurrent release of liens). Notwithstanding the foregoing, the requirements of this “Collateral” section shall be, as of the Closing Date with respect to the Facilities, subject to the Closing Date Conditions Provisions.

B-1



	Joint Lead Arrangers and Joint Bookrunners:	JPMorgan Chase Bank, N.A. (“ JPMorgan ”) and Goldman Sachs Bank USA (“ GS ”) (collectively, in such capacity, the “ Lead Arrangers ”).

	Administrative Agent:	JPMorgan (in such capacity, the “ Administrative Agent ”).

	Syndication Agent:	GS.

	Lenders:	A syndicate of banks, financial institutions and other entities, including JPMorgan and GS, arranged by the Lead Arrangers and consented to by the Company (collectively, the “ Lenders ”).

II.	The Credit Facilities

	A. Revolving Credit Facility

	Type and Amount of Facility:	Five-year Revolving Credit Facility in the U.S. Dollar equivalent amount of up to $200,000,000 (the loans thereunder, the “ Revolving Credit Loans ”). Revolving Credit Loans shall be made available by all of the Lenders in U.S. Dollars and any other currency, including Pounds Sterling and euro, that is (x) a lawful currency that is readily available and freely transferable and convertible into U.S. Dollars, (y) available in the London interbank deposit market and (z) agreed to by the Administrative Agent and each of the Lenders (collectively, the “ Agreed Currencies ”), it being understood that Pounds Sterling and euro shall be Agreed Currencies as of the Closing Date.

	Availability:	The Revolving Credit Facility shall be available on a revolving basis during the period commencing on the Closing Date and ending on the fifth anniversary thereof (the “ Maturity Date ”).

	Letters of Credit:	A portion of the Revolving Credit Facility not in excess of the U.S. Dollar equivalent of $25,000,000 (the “ Overall LC Sublimit ”) shall be available for the issuance of letters of credit (the “ Letters of Credit ”) in U.S. Dollars by JPMorgan and GS (in such capacity, the “ Issuing Lenders ”). The obligation of each Issuing Lender to issue Letters of Credit under the Revolving Credit Facility shall be limited to an amount not in excess of $12,500,000 unless otherwise agreed to by such Issuing Lender, the Administrative Agent and the Company (subject at all times to the Overall LC Sublimit), and shall be subject to compliance with such Issuing Lender’s internal policies and procedures in respect of letters of credit. No Letter of Credit shall have an expiration date after the earlier of (a) one year after the date of issuance and (b) five business days prior to the Maturity Date, provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (b) above), and provided further that letters of credit may be issued with expiration dates later than five business days prior to the Maturity Date (but in no event later than the date that is one year after the Maturity Date) if the Company has cash collateralized on terms reasonably satisfactory to the Administrative Agent and the applicable Issuing Lender and in an amount equal to 105% of the face amount thereof not later than five business days prior to the Maturity Date.

B-2



		Drawings under any Letter of Credit shall be reimbursed by the Company (whether with its own funds or with the proceeds of Revolving Credit Loans) on the same business day. To the extent that the Company does not so reimburse the Issuing Lender, the Lenders under the Revolving Credit Facility shall be irrevocably and unconditionally obligated to reimburse the Issuing Lender on a pro rata basis on terms consistent with the Existing Credit Agreement.

	Swing Line Loans:	A portion of the Revolving Credit Facility not in excess of $15,000,000, at the discretion of the Swing Line Lender, shall be available for swing line loans to the Company in U.S. Dollars (the “ Swing Line Loans ”) from JPMorgan (in such capacity, the “ Swing Line Lender ”) on same-day notice. Any such Swing Line Loans will reduce availability under the Revolving Credit Facility (including in respect of the Swing Line Lender’s individual revolving commitment) on a dollar-for-dollar basis. Each Lender under the Revolving Credit Facility shall acquire, under certain circumstances, an irrevocable and unconditional pro rata participation in each Swing Line Loan.

	Maturity:	The Maturity Date.

	Purpose:	The proceeds of the Revolving Credit Facility (i) on or prior to the Acquisition Date in an aggregate amount not to exceed $50,000,000 shall be used to finance the Transactions, including the replacement of the Existing Credit Agreement and repayment of certain outstanding private placement notes, and (ii) after the Acquisition Date shall be used for the Company’s working capital needs and for general corporate purposes of the Company and its subsidiaries (including acquisitions, dividends and share repurchases).

	B. Term Facility :

	Type and Amount of Facility:	The Term Facility will consist of two separate tranches (each, a “ Tranche ”) consisting of (x) a tranche of term loans in the aggregate amount of up to $100,000,000 (the “ Term A-1 Tranche ” and the loans thereunder, the “ Term A-1 Loans ”) and (y) a tranche of term loans in the aggregate amount of up to $300,000,000 (the “ Term A-2 Tranche ” and the loans thereunder, the “ Term A-2 Loans ”; the Term A-1 Loans and the Term A-2 Loans, collectively, the “ Term Loans ”, and the Term Loans collectively with the Revolving Credit Loans, the “ Loans ”).

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	Term Loan Availability:	Each Tranche of Term Loans shall be made available in a single drawing in U.S. Dollars to the Company on the Closing Date.

	Amortization:	The Term Loans will amortize in equal quarterly installments in an aggregate annual amount equal to the percentage set forth below of the original principal amount of each Tranche of Term Loans: Year 1: 5.0% Year 2: 5.0% Year 3: 7.5% Year 4: 10.0% Year 5: 12.5%

	Maturity:	The Term Loans will mature on the Maturity Date and any remaining aggregate principal amount of the Term Loans shall be payable on the Maturity Date.

	Purpose:	The proceeds of the Term Loans shall be used, on or prior to the Acquisition Date, to finance the Acquisition, including the replacement of the Existing Credit Agreement and the repayment of certain outstanding private placement notes of the Company, and expenses incurred in connection therewith.

	Transactions:	The Company proposes to borrow from the Lenders to finance the Acquisition and the payment of fees and expenses in connection therewith.

	C. Expansion Feature

	Post-Closing Accordion:	Subsequent to the Closing Date, the Company may, at its option and subject to conditions to be determined, request to increase the aggregate amount of the Revolving Credit Facility or obtain incremental term loans (any such increase or additional term loans, the “ Incremental Facilities ”) in the U.S. Dollar equivalent of an amount of up to $150,000,000 without the consent of any Lenders not participating in such increase or incremental term loans; provided that (i) no default or event of default exists or would exist after giving effect thereto, (ii) all financial covenants would be satisfied on a pro forma basis for the most recent determination period for which financial statements of the Company have been made available to the Administrative Agent, after giving effect to such Incremental Facility, (iii) the representations and warranties in the Credit Documentation shall be true and correct in all material respects immediately prior to, and after giving effect to, such Incremental Facility, (iv) with respect to any Incremental Facility that consists of incremental term loans, the maturity date and weighted average life to maturity of such Incremental Facility shall be no earlier than the latest maturity date and weighted average life to maturity of the Term Facility, and (v) if such Incremental Facility is a revolving facility, such Incremental Facility will be documented solely as an increase to the commitments with respect to the Revolving Credit Facility, without any change in terms. The requested increase(s) or incremental term loans may be assumed by one or more existing lenders and/or by other financial institutions, as agreed by the Company and the Administrative Agent.

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III.	Certain Payment Provisions

	Fees and Interest Rates:	As set forth on Annex I .

	Optional Prepayments and Commitment Reductions:	Loans may be prepaid and commitments may be reduced or terminated without premium or penalty but subject to break funding payments by the Company in minimum amounts substantially consistent with the Existing Credit Agreement. Optional prepayments of the Term Loans shall be applied first, to installments of the Term A-2 Loans until paid in full, as directed by the Company, and second, to installments of the Term A-1 Loans, as directed by the Company. Optional prepayments of the Term Loans may not be reborrowed

	Mandatory Prepayments:	Revolving Credit Loans will be required to be prepaid if the aggregate revolving credit exposure under the Revolving Credit Facility exceeds the aggregate commitments thereunder; provided that if such excess is caused by fluctuations in foreign currency exchange rates, (i) no such prepayment will be required to the extent the aggregate revolving credit exposure under the Revolving Credit Facility is not more than 105% of the aggregate commitments thereunder and (ii) such excess will be calculated as of (a) the last business day of each calendar quarter, (b) any other business day at the Administrative Agent’s sole discretion during the continuation of an event of default and (c) each date of a borrowing request, interest election request and each request for the issuance, amendment, renewal or extension of any Letter of Credit.

		The Term Loans shall be prepaid by amounts equal to:

		(a) 100% of the outstanding Term Loans if the Acquisition is not consummated on or prior to the earlier of (x) the Outside Date (as defined in clause (a) of the definition thereof) and (y) the date that is five (5) Business Days following the Closing Date;

		(b) (x) 50% if the Net Leverage Ratio (as defined below) is greater than 3.50 to 1, (y) 25% if the Net Leverage Ratio is greater than 3.00 to 1 but less than or equal to 3.50 to 1, and (z) 0% if the Net Leverage Ratio is less than or equal to 3.00 to 1, in each case, of Excess Cash Flow (as defined below) for each fiscal year of the Company (commencing with the 2018 fiscal year); provided that at the option of the Company, the amount of such Excess Cash Flow prepayment shall be reduced on a dollar-for-dollar basis by the amount of voluntary prepayments of the Term Loans (and, for the avoidance of doubt, to the extent that any event giving rise to a mandatory prepayment pursuant to clause (d) below shall be included in the calculation of consolidated net income, the amount of such mandatory prepayment pursuant to clause (d) below in respect of such event shall reduce any Excess Cash Flow prepayment on a dollar-for-dollar basis) and, to the extent accompanied by a permanent reduction of the commitments thereunder, the Revolving Credit Facility, in each case, without duplication and made prior to any Excess Cash Flow prepayment date and except to the extent financed with long-term indebtedness (other than indebtedness under the Revolving Credit Facility);

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		For purposes of this Summary of Terms and Conditions, “Excess Cash Flow” means, for any fiscal year of the Company, the excess, if any, of (a) the sum, without duplication, of (i) consolidated net income for such fiscal year, (ii) the amount of all non-cash charges (including depreciation and amortization) deducted in determining at such consolidated net income, (iii) decreases in working capital for such fiscal year, and (iv) the aggregate net amount of non-cash loss on the disposition of property by the Company and its subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such consolidated net income minus (b) the sum, without duplication, of (i) the amount of all non-cash credits included in arriving at such consolidated net income, (ii) the aggregate amount actually paid by the Company and its subsidiaries in cash during such fiscal year on account of capital expenditures (excluding the principal amount of indebtedness incurred in connection with such expenditures and any such expenditures financed with the proceeds of asset dispositions that have not yet been used to pay down the Facilities), (iii) the aggregate amount of all regularly scheduled principal payments of Indebtedness (including the Term Loans) of the Company and its subsidiaries made during such fiscal year (other than in respect of any revolving credit facility, to the extent that there is not an equivalent permanent reduction in commitments thereunder), (iv) increases in working capital for such fiscal year, (v) the aggregate net amount of non-cash gain on the disposition of property by the Company and its subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such consolidated net income, (vi) regularly scheduled quarterly cash payments for dividends permitted under the Credit Documentation and (vii) certain cash payments made after the Closing Date in connection with the repurchase of minority interests in subsidiaries acquired in connection with the Acquisition in an aggregate amount to be agreed; provided, that consolidated net income shall be calculated to include the following adjustment with respect to mark-to-market hedging: any non-cash gain (loss) attributable to the mark to market movement in the valuation of hedging obligations or other derivative instruments pursuant to FASB Accounting Standards Codification 815-Derivatives and Hedging or mark to market movement of other financial instruments pursuant to FASB Accounting Standards Codification 825-Financial Instruments in such period; provided that any cash payments or receipts relating to transactions realized in a given period shall be taken into account in such period.

		(c) (x) to the extent the Senior Unsecured Notes, other Permanent Debt or loans under the Term B Facility (as defined in the Arranger Fee Letter) have not been issued, 100% of the net proceeds (up to $300,000,000) of any incurrence of such debt after the Closing Date by the Company or any of its subsidiaries and (y) 100% of the net proceeds of any other incurrence of debt after the Closing Date by the Company or any of its subsidiaries except for debt otherwise permitted to be incurred pursuant to the Credit Documentation and otherwise subject to immaterial exceptions mutually agreed pursuant to the Credit Documentation; and

B-6




		(d) 100% of insurance proceeds related to the warranty and indemnity insurance obtained in connection with the Acquisition, or the net proceeds of any sale or other disposition (including as a result of casualty or condemnation) by the Company or any of its subsidiaries of any assets, except for sales of assets otherwise permitted to be made pursuant to the Credit Documentation and otherwise subject to immaterial exceptions mutually agreed pursuant to the Credit Documentation.

		Mandatory prepayments of the Term Loans shall be applied first, to installments of the Term A-2 Loans, in inverse order of maturity, until repaid in full, and second, to installments of the Term A-1 Loans, in inverse order of maturity.

IV.	Certain Conditions

	Initial Conditions:	The availability of the Facilities on the Closing Date shall be conditioned solely upon the applicable conditions set forth in the Commitment Letter and in the applicable Part of Exhibit C thereto.

	Acquisition Date Conditions:	The availability of the proceeds of the Facilities on the Acquisition Date to consummate the Acquisition shall be conditioned solely upon the applicable conditions set forth in the Commitment Letter and in Part III of Exhibit C thereto.

	On-Going Conditions:	Subject to the Closing Date Conditions Provisions solely for purposes of the funding of the Term Loans and Revolving Credit Loans on the Closing Date, the making of each extension of credit under the Revolving Credit Facility after the Closing Date shall be subject to conditions substantially consistent with those set forth in the Existing Credit Agreement, including (a) the accuracy of all representations and warranties in the Credit Documentation in all material respects (including, without limitation, the material adverse change and litigation representations) and (b) there being no default or event of default in existence at the time of, or after giving effect to the making of, such extension of credit. As used in the preceding sentence and in the Credit Documentation a “material adverse change” shall mean any event, development or circumstance that has had or could reasonably be expected to have a material adverse effect on (a) the business, assets, operations or financial condition of the Company and its subsidiaries taken as a whole, (b) the ability of any Borrower or any other loan party to perform any of its obligations under the Credit Documentation, (c) the validity or enforceability of any of the Credit Documentation or the rights or remedies of the Administrative Agent and the Lenders thereunder or (d) the Collateral, or the Administrative Agent’s liens (on behalf of itself and the Lenders) on the Collateral or the priority of such liens, in each case, taken as a whole. The addition of any Foreign Borrowers to the Revolving Credit Facility shall be subject to conditions substantially consistent with those set forth in the Existing Credit Agreement.

B-7



V.	Certain Documentation Matters

		The Credit Documentation shall contain representations, warranties, covenants and events of default substantially consistent with those contained in the Existing Credit Agreement (with such modifications thereto as are usual and customary for financings of this kind, including to the extent appropriate to reflect the revised collateral structure and the Acquisition, as are described below and as are otherwise requested by the Company and approved by the Lenders). Such representations, warranties, covenants and events of default shall include, without limitation:

	Representations and Warranties:	Financial statements; absence of undisclosed material liabilities; no material adverse change since the date of the most recent audited financials delivered prior to the Closing Date; corporate existence; compliance with law; corporate power and authority; enforceability of Credit Documentation; no conflict in material respect with law or contractual obligations; no material litigation; no default; ownership of property; liens and collateral documents; security interest; intellectual property; taxes; Federal Reserve regulations; ERISA; Investment Company Act; subsidiaries; environmental matters; labor matters; accuracy of disclosure; anti-corruption laws and sanctions; and EEA financial institutions.



	Affirmative Covenants:	Delivery of financial statements (annual and quarterly), reports, accountants’ letters, projections, officers’ certificates and other information requested by the Lenders; payment of other obligations; continuation of business and maintenance of existence and material rights and privileges; compliance with laws (including implementation and maintenance of policies and procedures in respect of anti-corruption laws and sanctions) and material contractual obligations; maintenance of property and insurance; maintenance of books and records; right of the Lenders to inspect property and books and records; notices of defaults, material litigation and other material events; compliance with environmental laws; use of proceeds (including in respect of anti-corruption laws and sanctions); lender calls and narrative discussions; and guarantor and collateral requirements.

	Financial Covenants:	The Company will comply with the following financial covenants as agreed upon by the Company and the Administrative Agent:

		- Net Leverage Ratio

B-8



		If the Company does not issue the Senior Unsecured Notes or other Permanent Debt, the Company shall maintain a ratio (the “ Net Leverage Ratio ”) of (x) Consolidated Total Indebtedness minus the sum of 100% of domestic unrestricted cash and cash equivalents and 70% of unrestricted foreign cash and cash equivalents, in each case, held by the Company and the Guarantors and, in the case of domestic unrestricted cash and cash equivalents, that is subject to a first priority perfected lien in favor of the Administrative Agent, for amounts in excess of $5,000,000 (and in any event, not to exceed $55,000,000) to (y) Consolidated Adjusted EBITDA of not more than 4.25 to 1.00 for any fiscal quarter (with step downs to 3.50 to 1.00 to be agreed); provided that following a permitted acquisition for which the aggregate consideration paid or to be paid in respect thereof equals or exceeds $50,000,000 and occurring at a time that the maximum permitted Net Leverage Ratio is 3.50 to 1.00, the Company may, so long as no default or event of default shall be continuing, only twice during the term of the Facilities (and only to the extent such right has not been exercised in either of the two fiscal quarters most recently ended prior to the date of any such election), elect to increase the maximum Net Leverage Ratio permitted under the Credit Agreement to 4.00 to 1.00 for the fiscal quarter during which such permitted acquisition shall occur and the three consecutive fiscal quarters following such permitted acquisition.

		If the Company has issued the Senior Unsecured Notes or other Permanent Debt, the Company shall maintain (1) a Net Leverage Ratio of not more than 4.50 to 1.00 for any fiscal quarter (with step downs to 4.00 to 1.00 to be agreed) and (2) a ratio (the “ Senior Secured Net Leverage Ratio ”) of (x) Consolidated Total Senior Secured Debt minus the sum of 100% of domestic unrestricted cash and cash equivalents and 70% of unrestricted foreign cash and cash equivalents, in each case, held by the Company and the Guarantors and, in the case of domestic unrestricted cash and cash equivalents, that is subject to a first priority perfected lien in favor of the Administrative Agent, for amounts in excess of $5,000,000 (and in any event, not to exceed $55,000,000) to (y) Consolidated Adjusted EBITDA of not more than 3.50 to 1.00; provided that following a permitted acquisition for which the aggregate consideration paid or to be paid in respect thereof equals or exceeds $50,000,000 (and, with respect to the Net Leverage Ratio, occurring at a time that the maximum permitted Net Leverage Ratio is 4.00 to 1.00), the Company may, so long as no default or event of default shall be continuing, only twice during the term of the Facilities (and only to the extent such right has not been exercised in either of the two fiscal quarters most recently ended prior to the date of any such election), elect to increase the maximum Net Leverage Ratio and Senior Secured Net Leverage Ratio permitted under the Credit Agreement to 4.50 to 1.00 and 4.00 to 1.00, respectively, in each case, for the fiscal quarter during which such permitted acquisition shall occur and the three consecutive fiscal quarters following such permitted acquisition.

		- Interest Expense Coverage Ratio The Company shall maintain a ratio of Consolidated Adjusted EBITDA to Consolidated Interest Expense of not less than 3.50 to 1.00.

B-9




		For purposes of the foregoing, Consolidated Adjusted EBITDA will be calculated on a rolling four quarter basis and the calculation and definitions of Consolidated Adjusted EBITDA, Consolidated Total Indebtedness, Consolidated Total Senior Secured Indebtedness and Consolidated Interest Expense shall be agreed upon pursuant to the Credit Documentation and shall be substantially similar to comparable definitions and applicable covenants of the Existing Credit Agreement.

		Financial covenants shall be calculated (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such indebtedness in a reduced or bifurcated manner as described therein, and such indebtedness shall at all times be valued at the full stated principal amount thereof.

	Negative Covenants:	Limitations on: indebtedness (including guarantees) of non-guarantors (including preferred stock of subsidiaries) but with appropriate carve-outs for, among others, indebtedness of foreign subsidiaries (including European and Chinese subsidiaries); liens (subject to customary permitted liens); mergers, consolidations, liquidations and dissolutions; sales of assets; dividends and other payments in respect of equity interests; investments, loans, advances, guarantees and acquisitions; transactions with affiliates; swap agreements; sale and leasebacks; changes in fiscal year; restrictive agreements; and changes in lines of business.

	Events of Default:	Nonpayment of principal when due; nonpayment of interest, fees or other amounts after a grace period to be agreed upon; material inaccuracy of representations and warranties; Credit Documentation ceasing to be in full force and effect or the Company or any other loan party party thereto so asserting; violation of covenants (subject, in the case of certain affirmative covenants, to a grace period to be agreed upon); cross-default to material indebtedness; bankruptcy events; certain ERISA events; material judgments; and a change of control (the definition of which is to be substantially consistent with the Existing Credit Agreement); failure to maintain required security interests.

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	Voting:	Amendments and waivers with respect to the Credit Documentation shall require the approval of Lenders holding greater than 50% of the aggregate amount of the Loans, participations in Letters of Credit and Swing Line Loans and unused commitments under the Revolving Credit Facility, except that (a) the consent of each Lender directly affected thereby shall be required with respect to (i) reductions in the amount or extensions of the scheduled date of final maturity or amortization of any Loan, (ii) reductions in the rate of interest or any fee or extensions of any due date thereof and (iii) increases in the amount or extensions of the expiry date of any Lender’s commitment and (b) the consent of 100% of the Lenders shall be required with respect to (i) modifications to any of the voting percentages or pro rata sharing provisions ( provided , that with the consent of only the Company, the Administrative Agent and the Lenders under the Term A-2 Tranche, the provisions governing application of mandatory prepayments may be modified to require that the Lenders under the Term A-2 Tranche be subject to pro rata treatment with Lenders under the Term A-1 Tranche) and (ii) releases of all or substantially all of the Guarantors or Collateral or release of the Company as a Guarantor.

	Assignments and Participations:	On customary terms and conditions mutually acceptable to the Company and the Administrative Agent, the Lenders shall be permitted to assign to certain eligible assignees all or a portion of their Loans and commitments with the consent, not to be unreasonably withheld, of (a) the Company (provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 10 business days after having received notice thereof), unless (i) the assignee is a Lender, an affiliate of a Lender or an approved fund or (ii) an event of default has occurred and is continuing, (b) the Administrative Agent, (c) the Issuing Lender, unless a Term Loan is being assigned, and (d) the Swing Line Lender, unless a Term Loan is being assigned. In the case of partial assignments (other than to another Lender, to an affiliate of a Lender or an approved fund), the minimum assignment amount shall be $5,000,000 in the case of a commitment under the Revolving Credit Facility and $1,000,000 in the case of a Term Loan, unless otherwise agreed by the Company and the Administrative Agent.

		The Lenders shall also be permitted to sell participations in their Loans. Participants shall have the same benefits as the Lenders with respect to yield protection and increased cost provisions. Voting rights of participants shall be limited to those matters with respect to which the affirmative vote of the Lender from which it purchased its participation would be required as described under “Voting” above. Pledges of Loans in accordance with applicable law shall be permitted without restriction. Promissory notes shall be issued under the Facilities only upon request.

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	Yield Protection:	The Credit Documentation shall contain customary provisions mutually acceptable to the Company and the Administrative Agent (a) protecting the Lenders against increased costs or loss of yield resulting from changes in reserve, tax, capital adequacy, liquidity and other requirements of law (including reflecting that both (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (y) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III shall, in the case of each of the foregoing clause (x) and clause (y), be deemed to be a change in law regardless of the date enacted, adopted, issued or implemented) and from the imposition of or changes in withholding or other taxes and (b) indemnifying the Lenders for “breakage costs” incurred in connection with, among other things, any prepayment of a Eurocurrency Loan (as defined in Annex I) on a day other than the last day of an interest period with respect thereto.

	Expenses and Indemnification:	The Company shall pay (a) all reasonable out-of-pocket expenses of the Administrative Agent and the Lead Arranger and their affiliates associated with the syndication of the Facilities and the preparation, execution, delivery and administration of the Credit Documentation and any amendment or waiver with respect thereto (including the reasonable fees, disbursements and other charges of counsel) and (b) all reasonable out-of-pocket expenses of the Administrative Agent and the Lenders (including the fees, disbursements and other charges of counsel) in connection with the enforcement of the Credit Documentation, in each case, on terms substantially consistent with the Existing Credit Agreement.

		The Administrative Agent, the Lead Arranger, the Lenders and their affiliates and the respective officers, directors, employees, advisors and agents of such persons will have no liability for, and will be indemnified and held harmless against, any loss, liability, cost or expense incurred in respect of the financing contemplated hereby or the use or the proposed use of proceeds thereof under terms consistent with terms as set forth in the indemnification paragraph of the Commitment Letter.

	Defaulting Lenders and EU Bail-In:	The Credit Documentation will contain the Administrative Agent’s customary provisions in respect of defaulting lenders and contractual recognition of EU bail-in.

	Governing Law and Forum:	State of New York.

	Counsel to the Administrative Agent and the Lead Arranger:	Sidley Austin LLP.

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Annex I

Interest and Certain Fees



Interest Rate Options:	The Borrowers may elect that the Revolving Credit Loans comprising each borrowing bear interest at a rate per annum equal to:

		the ABR plus the Applicable Margin (solely in the case of Revolving Credit Loans denominated in U.S. Dollars to the Company); or

		the Adjusted LIBO Rate plus the Applicable Margin;

	provided that all Swing Line Loans shall bear interest based upon the ABR or an alternate interest rate agreed upon between the Company and the Swing Line Lender.

	As used herein:

	“ ABR ” means the greatest of (i) the rate of interest publicly announced by JPMorgan as its prime rate in effect at its principal office in New York City (the “ Prime Rate ”), (ii) the NYFRB Rate (defined as the greater of the federal funds effective rate and the overnight bank funding rate) from time to time (but not less than zero) plus 0.5% and (iii) the Adjusted LIBO Rate for a one month interest period on the applicable date plus 1%.

	“ Adjusted LIBO Rate ” means the LIBO Rate, as adjusted for statutory reserve requirements for eurocurrency liabilities.

	“ Applicable Margin ” means a percentage determined in accordance with the pricing grid attached hereto as Annex I-A .

	“ LIBO Rate ” means the rate (but not less than zero) at which eurocurrency deposits in the London interbank market for one, two, three or six months (as selected by the Company) are quoted on the applicable Reuters screen. The Credit Documentation shall include the Administrative Agent’s customary terms and conditions with respect to the foregoing defined terms.

Interest Payment Dates:	In the case of Loans bearing interest based upon the ABR (“ ABR Loans ”), quarterly in arrears.

	In the case of Loans bearing interest based upon the Adjusted LIBO Rate (“ Eurocurrency Loans ”), on the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period.

Annex I-1



Facility Fees:	The Company shall pay a facility fee calculated on the average daily amount of the Facilities, whether used or unused, equal to the percentage determined in accordance with the pricing grid attached hereto as Annex I-A .

Letter of Credit Fees:	The Company shall pay a commission on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans on the face amount of each such Letter of Credit. Such commission shall be shared ratably among the Lenders under the Revolving Credit Facility (including the Administrative Agent in its capacity as a Lender) and shall be payable quarterly in arrears.

Default Rate:	At any time when any Borrower is in default in the payment of any amount of principal due under the Revolving Credit Facility, such amount shall bear interest at 2% above the rate otherwise applicable thereto. Overdue interest, fees and other amounts shall bear interest at 2% above the rate applicable to ABR Loans.

Rate and Fee Basis:	All per annum rates shall be calculated on the basis of a year of 360 days (or (i) 365/366 days, in the case of ABR Loans the interest rate payable on which is then based on the Prime Rate and (ii) if relevant, 365 days in the case of Eurocurrency Loans denominated in Pounds Sterling) for actual days elapsed.

Annex I-2

Annex I-A

Pricing Grid



APPLICABLE MARGIN/FEE RATE	LEVEL I STATUS	LEVEL II STATUS	LEVEL III STATUS	LEVEL IV STATUS	LEVEL V STATUS
Facility Fee	0.175%	0.200%	0.250%	0.300%	0.350%
Applicable Margin for Eurocurrency Loans	1.075%	1.300%	1.500%	1.700%	1.900%
Applicable Margin for ABR Loans	0.075%	0.300%	0.500%	0.700%	0.900%

From the Closing Date until the receipt of the Company’s Financials for the first fiscal quarter ending after the Closing Date, Level IV Status shall be in effect.

For the purposes of this Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule:

“Financials” means the annual or quarterly financial statements of the Company delivered pursuant to the Credit Documentation.

“Level I Status” exists at any date if, as of the last day of the fiscal quarter of the Company referred to in the most recent Financials, the Net Leverage Ratio is less than 1.25 to 1.00.

“Level II Status” exists at any date if, as of the last day of the fiscal quarter of the Company referred to in the most recent Financials, (i) the Company has not qualified for Level I Status and (ii) the Net Leverage Ratio is less than 2.00 to 1.00.

“Level III Status” exists at any date if, as of the last day of the fiscal quarter of the Company referred to in the most recent Financials, (i) the Company has not qualified for Level I Status or Level II Status and (ii) the Net Leverage Ratio is less than 2.75 to 1.00.

“Level IV Status” exists at any date if, as of the last day of the fiscal quarter of the Company referred to in the most recent Financials, (i) the Company has not qualified for Level I Status, Level II Status or Level III Status, and (ii) the Net Leverage Ratio is less than 3.50 to 1.00.

“Level V Status” exists at any date if, as of the last day of the fiscal quarter of the Company referred to in the most recent Financials, the Company has not qualified for Level I Status, Level II Status, Level III Status or Level IV Status.

“Status” means Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status.

The Applicable Margin and Applicable Fee Rate shall be determined in accordance with the foregoing table based on the Company’s Status as reflected in the then most recent Financials. Adjustments, if any, to the

Annex I-A-3

Applicable Margin or Applicable Fee Rate shall be effective five Business Days after the Administrative Agent has received the applicable Financials. If the Company fails to deliver the Financials to the Administrative Agent at the time required pursuant to the Credit Agreement, then the Applicable Margin and Applicable Fee Rate shall be the highest Applicable Margin and Applicable Fee Rate set forth in the foregoing table until five days after such Financials are so delivered.

Annex I-A-4

Exhibit C

Summary of Additional Conditions

Part I

The initial effectiveness and availability of each applicable Facility on the Closing Date shall be subject only to the following conditions precedent (and in no event shall any Facility be available prior to March 30, 2017):

1. With respect to the applicable Facility, the Company, any other initial Borrowers thereunder and the Guarantors shall have executed and delivered definitive financing documentation that is reasonably satisfactory to the Company, the Administrative Agent and the Lenders with respect to such Facility (the “ Credit Documentation ”).

2. The Lenders, the Administrative Agent and the Lead Arrangers shall have received or been authorized to deduct from the proceeds of the initial fundings of the Facilities all fees required to be paid by the Company on or before the Closing Date in connection with the Facilities, and all expenses for which invoices have been presented not less than two (2) business day prior to the Closing Date (except as otherwise reasonably agreed by the Company).

3. The Arrangers shall have received (i) at least two (2) business days prior to the Closing Date, audited consolidated financial statements of each of the Company and the Target for each of the three fiscal years immediately preceding the Acquisition (and ending at least ninety days prior to the Acquisition); (ii) as soon as internal financial statements are available, and in any event at least 15 business days prior to the Closing Date, unaudited consolidated financial statements for any interim period or periods of each of the Company and the Target ended after the date of the most recent audited financial statements and more than 45 calendar days prior to the Closing Date; (iii) customary additional audited and unaudited financial statements for all recent, probable or pending acquisitions by the Company, the Target or any of their respective subsidiaries; and (iv) customary pro forma consolidated financial statements of the Company for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements of the Company and its subsidiaries were delivered under the preceding clauses (i) or (ii), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date and the Acquisition Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements), in each case meeting the requirements of Regulation S-X of the Securities Act of 1933, as amended. The filing of the required financial statements under clauses (i) and (ii) above on form 10-K and/or form 10-Q by the Company, as applicable will satisfy such requirements for the Company.

4. The Administrative Agent shall have received Projections (subject to limitations with respect thereto as set forth in the Commitment Letter) of the Company on a consolidated basis covering a period of not less than 5 years together with such information as the Administrative Agent may reasonably request to confirm the tax, legal and business assumptions made in such Projections. The Projections must be reasonably acceptable to the Administrative Agent and demonstrate, in the reasonable judgment of the Administrative Agent, the ability of the Company and the other Borrowers to repay their debts and to comply with the financial covenants under the Credit Documentation.

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5. The Administrative Agent shall have received customary closing documents, including customary legal opinions and customary officer’s certificates, secretary’s certificates, incumbencies, corporate organizational documents and evidence of authorization that are customary for financings of the type described herein.

6. The Administrative Agent shall have received a certificate from the chief financial officer of the Company in the form of Annex I to this Exhibit C certifying the solvency of the Company and its subsidiaries on a consolidated basis immediately after giving effect to the Transactions consummated on or before the Closing Date.

7. The Administrative Agent shall have received, at least 5 days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

8. None of the actions described in clauses (h), (i), or (j) of Article VII of the Existing Credit Agreement shall have occurred and the Specified Representations shall be true and correct in all material respects (and in all respects if qualified by material adverse effect or other materiality qualifier), in each case at the time of, and after giving effect to, the making of the loans under the Facilities on the Closing Date.

9. Subject to the Closing Date Conditions Provisions, all documents and instruments required to perfect the Administrative Agent’s first priority security interest in the collateral under the Facilities (including delivery of stock certificates and undated stock powers executed in blank), subject to liens permitted in the Credit Documentation) shall have been executed and be in proper form for filing to the extent required.

10. The terms of the Acquisition Agreement (including all exhibits, schedules, annexes and other attachments thereto) shall be reasonably satisfactory to the Lead Arrangers (it being agreed that the draft Acquisition Agreement delivered via email to the Lead Arrangers from Jae Choe of Baker & McKenzie LLP at 11:59 a.m. (Eastern) on February 22, 2017 (the “ Specified Draft Agreement ”) is reasonably satisfactory to the Lead Arrangers).

11. The Arrangers shall be satisfied that one or more investment banks reasonably satisfactory to the Commitment Parties (collectively, the “ Investment Banks ”) shall have been engaged to publicly sell or privately place the Senior Unsecured Notes or other Permanent Debt.

12. The Company shall, as of the Closing Date (after giving effect to the Transactions), have unused commitments under the Revolving Credit Facility of not less than $150,000,000 (or if the Backstop Facility or the Amended Facility shall be effective, of not less than $75,000,000).

Part II

The availability of the Replacement Facility shall be subject to, among other things, the conditions precedent described in Part I above (and in no event shall the Replacement Facility be available prior to March 30, 2017); provided , that:

1. In addition to the conditions described in Part I, all principal, interest, fees and other amounts outstanding under the Company’s Existing Credit Agreement (other than contingent indemnity obligations

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not then due) and the Note Agreement shall be repaid in full and all commitments thereunder shall be terminated in full;

2. The Company, any other initial Borrowers thereunder and the Guarantors shall have executed and delivered definitive financing documentation with respect to the Replacement Facility that is reasonably satisfactory to the Company, the Administrative Agent and the Lenders under the Replacement Facility; and

3. The availability of the Replacement Facility after the Closing Date shall require (a) the accuracy of all representations and warranties and (b) there being no default or event of default in existence at the time of, or immediately after giving effect to, the effectiveness and making of the initial extension of credit thereunder.

Part III

The availability of the proceeds of the Facilities on the Acquisition Date for the consummation of the Acquisition shall be subject only to the following conditions precedent:

1. The Closing Date shall have occurred.

2. None of the actions described in clauses (h), (i), or (j) of Article VII of the Existing Credit Agreement shall have occurred and the Specified Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects (and in all respects if qualified by material adverse effect or other materiality qualifier), in each case at the time of, and after giving effect to, the consummation of the Acquisition on the Acquisition Date.

3. The Acquisition shall be consummated pursuant to and on the terms set forth in the Acquisition Agreement, and all conditions precedent therein to the consummation of the Acquisition shall have been satisfied or waived in accordance with the terms thereof; provided that no amendment, modification, consent or waiver of any term thereof or any condition to the Company’s (or any of its affiliates’) obligation to consummate the Acquisition thereunder (other than any such amendment, modification, consent or waiver that is reasonably determined by the Lead Arrangers not to be materially adverse to the Lead Arrangers or any of the Lenders) shall be made or granted, as the case may be, without the prior written consent of the Lead Arrangers, not to be unreasonably withheld, conditioned or delayed (it being understood that, without limiting any other changes that may be reasonably determined by the Lead Arrangers or the Lenders to be materially adverse to the interest of the Lead Arrangers or the Lenders, (i) any change in the consideration payable or the price set forth in the Specified Draft Agreement (excluding (x) an increase to the purchase price so long as such increase is funded solely with a public issuance of common equity of the Company and (y) a decrease to the purchase price of 10% or less so long as such reduction is allocated to reduce the commitments under the Term Facility or prepay the Term Loans (with any such reduction or prepayment being applied first to reduce the commitments or loans under the Term A-2 Tranche, and then to reduce the commitments or loans under the Term A-1 Tranche)), (ii) any material change to the structure of the Acquisition and (iii) any change in the lender protective provisions set forth in the Specified Draft Agreement, in each case, will be deemed to be materially adverse to the interests of the Lenders and will require the prior written consent of the Lead Arrangers).

4. The Company shall, as of the Acquisition Date (after giving effect to the Transactions), have unused commitments under the Revolving Credit Facility of not less than $150,000,000 (or if the Backstop Facility or the Amended Facility shall be effective, of not less than $75,000,000).

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5. The Administrative Agent shall have received a certificate from the chief financial officer of the Company in the form of Annex I to this Exhibit C certifying the solvency of the Company and its subsidiaries on a consolidated basis immediately after giving effect to the Transactions consummated on or before the Acquisition Date.

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Annex I to Exhibit C

FORM OF SOLVENCY CERTIFICATE

[______], 20[_]

This Solvency Certificate is being executed and delivered to JPMorgan Chase Bank, N.A., as the administrative agent.

I, _____________________________ the chief financial officer of Tennant Company (the “Company”), solely in such capacity and not in an individual capacity, hereby certify that I am the chief financial officer of the Company and that I am generally familiar with the businesses and assets of the Company and its Subsidiaries (taken as a whole) and the Transactions (as defined in that certain Credit Agreement, dated as of [______], 2017, by and among the Company, other Borrowers from time to time parties thereto, the lenders parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”); defined terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement), I have made such other investigations and inquiries as I have deemed appropriate and I am duly authorized to execute this Solvency Certificate on behalf of the Company.

I further certify, solely in my capacity as chief financial officer of the Company, and not in my individual capacity, as of the date hereof and after giving effect to the Transactions that have been consummated on or before the date hereof and the incurrence of the indebtedness and obligations being incurred in connection with the Credit Agreement and the Transactions that have been consummated on or before the date hereof, that, with respect to the Company and its Subsidiaries on a consolidated basis, (a) the sum of the probable liability of the debts and other liabilities (subordinated, contingent or otherwise) of the Company and its Subsidiaries, taken as a whole, as such debts and liabilities become absolute and matured, does not exceed the present fair saleable value of the assets of the Company and its Subsidiaries, taken as a whole; (b) the capital of the Company and its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Company and its Subsidiaries, taken as a whole, contemplated on the date hereof and (c) the Company and its Subsidiaries, taken as a whole, have not incurred, do not intend to incur or believe that they will incur, debts or other liabilities including current obligations beyond their ability to pay such debt or other liabilities as they mature in the ordinary course of business. For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, I have executed this Solvency Certificate on the date first written above.

TENNANT COMPANY

By:_______________________________

Name: Tom Paulson

Title: Chief Financial Officer

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Exhibit D

Amendments


1.	To the extent not otherwise permitted by Section 6.03 (Fundamental Changes and Asset Sales) and/or Section 6.04 (Investments) of the Existing Credit Agreement, modify Section 6.03 and/or Section 6.04 of the Existing Credit Agreement to permit the Certain Funds Purposes transactions.


2.	To the extent not otherwise permitted by Section 6.01 (Indebtedness) and Section 6.02 (Liens) of the Existing Credit Agreement, modify Sections 6.01 and 6.02 to permit the indebtedness and, as applicable, liens to be incurred in connection with the Term Facility and the indebtedness to be incurred in connection with the Permanent Debt and Senior Unsecured Notes.


3.	To the extent not otherwise permitted by Section 6.07 (Transactions with Affiliates) of the Existing Credit Agreement, modify Section 6.07 of the Existing Credit Agreement to permit transactions with affiliates necessary to consummate the Acquisition.


4.	Modify the financial covenants in Sections 6.10 (Financial Covenants) of the Existing Credit Agreement so that they are consistent with the financial covenants set forth in the Senior Term Sheet under the heading “Financial Covenants”.


5.	Modify the requirements setting forth which subsidiaries of the Company are required to be guarantors of the Existing Credit Agreement (and as appropriate definition relevant thereto) so that such provisions, and the resulting guarantors, are consistent with the Guarantors described on Exhibit B.

Additionally, the Existing Credit Agreement will be further modified to reflect security, guarantee, covenant, default and other terms to be agreed so that such terms are consistent with those of the Credit Documentation set forth on Exhibit B; provided that such modifications shall not include any amendments that would require any consent (including all lender or all affected lender consent) other than Required Lenders (as defined in the Existing Credit Agreement as of the date hereof).

For purposes of this Exhibit D, “Certain Funds Purposes” means (i) payment of the cash price payable by the Company or any applicable acquisition subsidiary of the Company to the holders of the Target Shares in connection with the consummation of the Acquisition; (ii) financing (directly or indirectly) fees, costs and expenses in respect of the Transactions; (iv) the Company Refinancing (and, if applicable, in the case of any Consent Financing or Backstop Facility, to replace the Existing Facility); (v) the Target Refinancing and the refinancing of other indebtedness of the Target; and (vi) (x) downstreaming of loan proceeds to any applicable acquisition subsidiary of the Company for such purposes or (y) depositing cash in escrow to the extent release thereof is limited to use for any of such purposes.

D-1

Exhibit 99.1

INVESTOR CONTACT: MEDIA CONTACT:

Tom Paulson Kathryn Lovik

Senior Vice President and Chief Financial Officer Global Communications Director

tom.paulson@tennantco.com kathryn.lovik@tennantco.com

763-540-1204 763-540-1212

Tennant Company Announces Agreement with Ambienta to Acquire IPC Group

All-cash transaction valued at $350 million (€330 million);

Provides scale to accelerate growth and improve profitability in EMEA;

Expands Tennant’s product portfolio and market coverage;

Businesses highly complementary and differentiated

MINNEAPOLIS, Feb. 23, 2017-Tennant Company (NYSE: TNC), a world leader in designing, manufacturing and marketing solutions that help create a cleaner, safer world, today announced that it has signed a definitive agreement with private equity fund Ambienta to acquire IPC Group, a privately held designer and manufacturer of commercial cleaning solutions based in Italy, in an all-cash transaction valued at approximately $350 million (€330 million). In 2016, IPC Group generated annual sales of approximately $203 million (€192 million). When finalized, this will be the largest acquisition in Tennant Company history. Tennant anticipates that the acquisition will be accretive to 2018 full year earnings per share.

Commented Chris Killingstad, Tennant Company president and chief executive officer: “Acquiring IPC Group is a strategic move that aligns with our growth aspirations. IPC Group significantly increases our presence and market share in Europe, and more than doubles Tennant’s current EMEA business. We will gain the scale to accelerate both Tennant’s and IPC Group’s growth, and better leverage our cost structure in EMEA. Importantly, our businesses are highly complementary and differentiated in our geographies, products and go-to-market approach.”

More than 80 percent of IPC Group’s business is concentrated in Europe, with the remaining percentage split evenly between the Americas and the Asia Pacific regions. In addition to expanding Tennant’s EMEA market coverage, IPC Group’s brands broaden Tennant’s range of product offerings. The companies’ brands see little overlap due to their differentiated market positions.

IPC Group produces small- to mid-sized commercial cleaning machines and equipment, including floor sweepers and scrubbers, vacuum cleaners, high-pressure washers, and related aftermarket parts and services. IPC Group also expands Tennant’s product portfolio to cleaning

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Page 2 - Tennant Company Announces Agreement with Ambienta to Acquire IC Group

tools and supplies, such as multi-purpose cleaning trolleys, window-washing systems, antibacterial microfiber mops and cloths, and a wide array of consumables. Like Tennant, IPC Group is committed to product innovation and sustainability, with a focus on reducing energy, water and detergent use.

IPC Group sells its products under the brand names IPC, IPC Foma, IPC Eagle, IPC Gansow, ICA, Vaclensa, Portotecnica, Sirio and Soteco, Readysystem, Euromop, and Pulex. Both companies’ brands will continue to operate in their markets, as they do today. The companies also have highly complementary sales channels. Tennant anticipates that this will provide incremental sales opportunities for both companies going forward.

Said Killingstad: “We intend to market both the Tennant and IPC Group brands as part of our multi-brand portfolio. IPC Group is a growing and profitable business with a strong management team and we are excited about our combined potential.”

Tennant expects the acquisition to be completed in the 2017 second quarter. The timing is subject to customary conditions and regulatory approvals.

Goldman, Sachs & Co. acted as financial advisor and Baker & McKenzie acted as legal counsel to Tennant Company. Baird acted as financial advisor and Linklaters acted as legal counsel to Ambienta.

About IPC Group

Italy-based IPC Group is a leading provider of professional cleaning solutions for commercial markets. The company was established in 2005, following the merger of a number of leading companies in the professional cleaning sector, each specializing in a different product segment. From 2014 IPC Group has been a portfolio company of Ambienta, a leading European private equity fund focused on industrial growth investing in companies driven by environmental trends. The company has 11 offices worldwide and sells in more than 100 countries. For more information, please refer to the Fact sheet presentation accompanying this release or visit www.ipcworldwide.com .

About Tennant Company

Minneapolis-based Tennant Company (TNC) is a world leader in designing, manufacturing and marketing solutions that empower customers to achieve quality cleaning performance, significantly reduce their environmental impact and help create a cleaner, safer, healthier world. Its products include equipment for maintaining surfaces in industrial, commercial and outdoor environments; detergent-free and other sustainable cleaning technologies; and coatings for protecting, repairing and upgrading surfaces. Tennant's global field service network is the most extensive in the industry. Tennant has manufacturing operations in Minneapolis, MN; Holland, MI; Louisville, KY; Chicago, IL; Uden, The Netherlands; São Paulo, Brazil; and Shanghai, China; and sells products directly in 15 countries and through distributors in more than 80 countries. For more information, visit www.tennantco.com . The Tennant Company logo and other trademarks designated with the symbol “®” are trademarks of Tennant Company registered in the United States and/or other countries.

Forward-Looking Statements

Certain statements contained in this document, as well as other written and oral statements made by us from time to time, are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. These statements do not relate to strictly historical or current facts and

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Page 3 - Tennant Company Announces Agreement with Ambienta to Acquire IC Group

provide current expectations or forecasts of future events. Any such expectations or forecasts of future events are subject to a variety of factors. These include factors that affect all businesses operating in a global market as well as matters specific to us and the markets we serve. Particular risks and uncertainties presently facing us include: geopolitical and economic uncertainty throughout the world; the competition in our business; our ability to attract, develop and retain key personnel; our ability to achieve operational efficiencies, including synergistic and other benefits of acquisitions; our ability to effectively manage organizational changes; our ability to successfully upgrade, evolve and protect our information technology systems; our ability to develop and commercialize new innovative products and services; unforeseen product liability claims or product quality issues; fluctuations in the cost, quality, or availability of raw materials and purchased components; foreign currency exchange rate fluctuations, particularly the relative strength of the U.S. dollar against other major currencies; the occurrence of a significant business interruption; and our ability to comply with laws and regulations.

We caution that forward-looking statements must be considered carefully and that actual results may differ in material ways due to risks and uncertainties both known and unknown. Shareholders, potential investors and other readers are urged to consider these factors in evaluating forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. For additional information about factors that could materially affect Tennant's results, please see our other Securities and Exchange Commission filings, including disclosures under “Risk Factors.”

We do not undertake to update any forward-looking statement, and investors are advised to consult any further disclosures by us on this matter in our filings with the Securities and Exchange Commission and in other written statements we make from time to time. It is not possible to anticipate or foresee all risk factors, and investors should not consider any list of such factors to be an exhaustive or complete list of all risks or uncertainties.

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