Schedules

Contribution Agreement Schedules

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (this “ Agreement ”), dated as of January 10, 2017, is entered into by and among Coty Inc., a Delaware corporation (“ Coty Parent ”), Coty US Holdings Inc., a Delaware corporation (“ Coty US ” and, together with Coty Parent, “ Coty ”), Foundation, LLC, a Delaware limited liability company and wholly-owned Subsidiary of Coty (“ NewCo ”), Younique, LLC, a Utah limited liability company (the “ Company ”), Aspen Cove Holdings, Inc., a Utah corporation (the “ Majority Unit Holder ”), UEV Holdings, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of the Majority Unit Holder (“ Aspen Sub ”), the other Unit Holders set forth on the signature pages hereto (collectively, the “ Minority Unit Holders ” and, together with Majority Unit Holder, the “ Unit Holders ”), and Derek Maxfield (“ D. Maxfield ”), in his individual capacity and as the Unit Holder Representative pursuant to Section 11.1 of this Agreement. For purposes of this Agreement, unless otherwise specifically stated herein, the capitalized terms used herein shall have the respective meanings specified or referred to in Exhibit A hereto.

RECITALS

WHEREAS, as of the date hereof, the Majority Unit Holder and Fidelity Investments Charitable Gift Fund collectively own all of the issued and outstanding Class A Common Units and Class B Common Units of the Company (the “ Class A / B Units ”), and the Minority Unit Holders own all of the issued and outstanding Profit Interest Units of the Company (the “ Profit Interest Units ” and, together with the Class A / B Units, the “ Company Units ”);

WHEREAS, the Unit Holders desire to contribute to NewCo the Company Units in exchange for the Cash Consideration and Equity Consideration as described in Section 1.3 , such that, immediately following the Closing, the Company will be a wholly-owned subsidiary of NewCo, and Coty US will hold sixty percent (60%) and the Continuing Unit Holders will collectively hold forty percent (40%) of the issued and outstanding Class A NewCo Membership Interests;

WHEREAS, concurrently with the execution and delivery of this Agreement, each of the Key Employees entered into an Employment Agreement with NewCo, which agreement will become effective as of the Closing;

WHEREAS, concurrently with the Closing, Coty US and the Continuing Unit Holders will enter into that certain First Amended and Restated Limited Liability Company Agreement of NewCo, in the form attached hereto as Exhibit B (the “ A&R LLC Agreement ”), which will provide for the post-Closing management of the business affairs of NewCo, the rights and obligations of the parties thereto to each other, and certain other matters; and

WHEREAS, immediately following the Closing, (a) the parties will effect the Second Contribution and (b) Aspen Sub will become a party to the A&R LLC Agreement.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the parties hereto hereby agree as follows:

ARTICLE I
THE CLOSING; CLOSING DELIVERIES

Section 1.1           Closing . Upon the terms and subject to the conditions of this Agreement, the Contribution and delivery of the Cash Consideration and Equity Consideration in exchange therefor as contemplated by Section 1.3 , and the other transactions contemplated by this Agreement, shall take place

remotely at a closing (the “ Closing ”) to be held at the offices of Sidley Austin LLP, 787 7th Avenue, New York, New York 10019, at 9:00 a.m., local time, on: (a) (i) February 1, 2017 if all of the conditions to the Closing set forth in Sections 7.1 and 7.2 have been satisfied or waived by the Person entitled to the benefit thereof (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date, but subject to their satisfaction or waiver by the Person entitled to the benefit thereof at the Closing), subject to their satisfaction or waiver at Closing, or, (ii) if after February 1, 2017, on the second Business Day immediately following the date on which all of the conditions to the Closing set forth in Sections 7.1 and 7.2 have been satisfied or waived by the Person entitled to the benefit thereof (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date, but subject to their satisfaction or waiver by the Person entitled to the benefit thereof at the Closing), subject to their satisfaction or waiver at Closing or (b) such other day or time as shall be agreed upon by Coty US and the Unit Holder Representative. The Closing shall be deemed to have become effective as of 12:01 a.m., local time, on the date on which the Closing is actually held, and such time and date are sometimes referred to herein as the “ Closing Date ”.

Section 1.2           Contribution of Company Units . At the Closing, upon the terms and subject to the conditions of this Agreement, each Unit Holder shall assign, transfer, convey and deliver to NewCo, as a contribution to NewCo in exchange for the Cash Consideration and Equity Consideration payable to such Unit Holder in accordance with Section 1.3 , the Company Units set forth opposite his, her or its name on Schedule 1.2 under the heading “Company Units”, in each case free and clear of all Encumbrances other than transfer restrictions imposed by applicable securities Requirements of Law (the “ Contribution ”).

Section 1.3           Cash Consideration and Equity Consideration . At the Closing, Coty shall cause NewCo to (a) pay (i) to each Unit Holder, by wire transfer of immediately available funds to the bank account designated by such Unit Holder before the Closing, an amount equal to such Unit Holder’s Percentage Portion of the Estimated Cash Consideration and (ii) to the Unit Holder Representative, by wire transfer of immediately available funds to the bank account designated by the Unit Holder Representative before the Closing, the Unit Holder Representative Holdback Amount; (b) issue to each Continuing Unit Holder the number of Class A NewCo Membership Interests set forth opposite his, her or its name on Schedule 1.2 under the heading “Class A NewCo Membership Interests” (collectively, the “ Equity Consideration ”); and (c) pay, on behalf of the Company, the Estimated Closing Indebtedness Amount and Estimated Closing Transaction Expense Amount by wire transfer of immediately available funds to the applicable recipients specified in the payoff letters and invoices delivered by the Unit Holder Representative to Coty pursuant to Sections 1.6(d) and (e) .

Section 1.4           Estimated Cash Consideration . At least five (5) Business Days prior to the Closing Date, the Unit Holder Representative shall deliver to Coty a certificate (the “ Preliminary Calculation Statement ”) executed by the Unit Holder Representative and dated as of the date of its delivery, setting forth the Unit Holder Representative’s good faith estimates, as of such date of delivery, of (a) the Working Capital Amount, (b) the Closing Cash Amount, (c) the Closing Indebtedness Amount and (d) the Closing Transaction Expense Amount. At least two (2) Business Days prior to the Closing Date, the Unit Holder Representative shall deliver to Coty a certificate (the “ Updated Calculation Statement ”) executed by the Unit Holder Representative and dated as of the date of its delivery setting forth the Unit Holder Representative’s good faith estimate of the Cash Consideration, including and based on the Unit Holder Representative’s good faith estimates, as of such date of delivery, of (a) the Working Capital Amount, (b) the Closing Cash Amount, (c) the Closing Indebtedness Amount, and (d) the Closing Transaction Expense Amount. The calculations of the Estimated Working Capital Amount, Estimated Closing Cash Amount, Estimated Closing Indebtedness Amount, and Estimated Closing Transaction Expense Amount delivered pursuant to this Section 1.4 shall be in the form of the Closing Statement and shall be calculated in accordance with the Company Accounting Principles. Notwithstanding the

foregoing, if the Estimated Working Capital Amount is a number equal to or greater than $19,000,000 but less than or equal to $29,000,000, the Estimated Working Capital Amount shall be deemed to equal $24,000,000. From and after delivery of the Preliminary Calculation Statement until the Closing Date, in connection with Coty’s review of the Preliminary Calculation Statement and the Updated Calculation Statement, the Company and the Unit Holder Representative shall cooperate reasonably with Coty and (to the extent reasonably requested by Coty) provide Coty with reasonable access (subject to reasonable confidentiality obligations) to the Company’s working papers, trial balances and similar materials relating to the preparation of the Preliminary Calculation Statement and the Updated Calculation Statement, and the Unit Holder Representative and the Company shall reasonably consider Coty’s input with respect to the Updated Calculation Statement. If, prior to the Closing Date, Coty shall object in writing to the amount of any estimate set forth in the Preliminary Calculation Statement or the Updated Calculation Statement and the Unit Holder Representative shall agree with the objection, then the Unit Holder Representative shall change the applicable estimate and notify Coty thereof on or prior to the Closing Date, in which event the Updated Calculation Statement shall be amended to reflect such change. If, on the other hand, prior to the Closing Date, Coty shall object in writing to the amount of any estimate set forth in the Updated Calculation Statement and the Unit Holder Representative shall disagree with the objection, then NewCo shall pay the amounts set forth in the Updated Calculation Statement at Closing and any such unresolved items shall be resolved as part of the post-Closing adjustment process pursuant to Section 1.5 ; provided that if Coty objects to the Estimated Working Capital Amount contained in the Updated Calculation Statement and the Unit Holder Representative shall disagree with such objection, the Estimated Working Capital Amount shall be deemed to be the Estimated Working Capital Amount set forth in the Preliminary Calculation Statement. The estimated amounts of the Cash Consideration, Working Capital Amount, Closing Cash Amount, Closing Indebtedness Amount and Closing Transaction Expense Amount, as determined pursuant to this Section 1.4 , are referred to herein as the “ Estimated Cash Consideration ”, “ Estimated Working Capital Amount ”, “ Estimated Closing Cash Amount ”, “ Estimated Closing Indebtedness Amount ” and “ Estimated Closing Transaction Expense Amount ”, respectively.

Section 1.5           Adjustment of Estimated Cash Consideration .

(a)         As promptly as practicable following the Closing Date (but in no event later than ninety (90) days after the Closing Date), Coty shall prepare and deliver to the Unit Holder Representative:

(i)          an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date, determined in accordance with Company Accounting Principles (the “ Preliminary Balance Sheet ”); and

(ii)          a statement (together with the Preliminary Balance Sheet, the “ Preliminary Accounting Report ”) setting forth Coty’s estimate of the Cash Consideration, including and based on Coty’s estimates of the Working Capital Amount, Closing Cash Amount, Closing Indebtedness Amount, and Closing Transaction Expense Amount. Such estimated amounts of the Cash Consideration, Working Capital Amount, Closing Cash Amount, Closing Indebtedness Amount, and Closing Transaction Expense Amount are referred to herein as the “ Preliminary Cash Consideration ”, “ Preliminary Working Capital Amount ”, “ Preliminary Closing Cash Amount ”, “ Preliminary Closing Indebtedness Amount ”, and “ Preliminary Closing Transaction Expense Amount ”, respectively. In connection with preparing the Preliminary Accounting Report, the Company shall make available to Coty such books, records and other information (including work papers) as Coty may reasonably request.

(b)         Promptly following receipt of the Preliminary Accounting Report, the Unit Holder Representative may review the same, and, for the avoidance of doubt, from and after delivery of

the Preliminary Accounting Report, in connection with the Unit Holder Representative’s review of the Preliminary Accounting Report, Coty and the Company shall cooperate reasonably with the Unit Holder Representative and (to the extent reasonably requested by the Unit Holder Representative) provide the Unit Holder Representative with reasonable access (subject to reasonable confidentiality obligations) to the Company’s working papers, trial balances and similar materials relating to the preparation of the Preliminary Accounting Report. Within sixty (60) days after the date of such receipt, the Unit Holder Representative may deliver to Coty a certificate (signed on behalf of the Unit Holders by the Unit Holder Representative) setting forth the Unit Holder Representative’s objections to the Preliminary Balance Sheet, Preliminary Cash Consideration, Preliminary Working Capital Amount, Preliminary Closing Cash Amount, Preliminary Closing Indebtedness Amount, and Preliminary Closing Transaction Expense Amount, in each case, as set forth in the Preliminary Accounting Report, together with a reasonably detailed summary of the reasons therefor and calculations which, in the Unit Holder Representative’s view, are necessary to eliminate such objections. The only objections that may be made by the Unit Holder Representative are that the Preliminary Cash Consideration, Preliminary Working Capital Amount, Preliminary Closing Cash Amount, Preliminary Closing Indebtedness Amount, and Preliminary Closing Transaction Expense Amount (i) were not calculated in accordance with the terms of this Agreement or (ii) include mathematical errors. If the Unit Holder Representative does not so object within such sixty (60) day period, the Preliminary Balance Sheet and the Preliminary Cash Consideration, Preliminary Working Capital Amount, Preliminary Closing Cash Amount, Preliminary Closing Indebtedness Amount, and Preliminary Closing Transaction Expense Amount, in each case as set forth in the Preliminary Accounting Report, shall be final and binding for purposes of this Agreement.

(c)         If the Unit Holder Representative so objects within such sixty-day period, Coty and the Unit Holder Representative shall use their reasonable efforts to resolve by written agreement any differences as to the Preliminary Balance Sheet, Preliminary Cash Consideration, Preliminary Working Capital Amount, Preliminary Closing Cash Amount, Preliminary Closing Indebtedness Amount, and Preliminary Closing Transaction Expense Amount (the “ Agreed Adjustments ”) and, if the Unit Holder Representative and Coty resolve such differences, the Preliminary Balance Sheet and the Preliminary Cash Consideration, Preliminary Working Capital Amount, Preliminary Closing Cash Amount, Preliminary Closing Indebtedness Amount, and Preliminary Closing Transaction Expense Amount set forth in the Preliminary Accounting Report and to which the Unit Holder Representative did not object, as adjusted by the Agreed Adjustments, shall be final and binding for purposes of this Agreement.

(d)         If any objections raised by the Unit Holder Representative are not resolved by Agreed Adjustments within the sixty-day period next following such sixty-day period, then Coty or the Unit Holder Representative may submit the objections that are then unresolved to EisnerAmper LLP (the “ Accounting Firm ”), and the Accounting Firm shall be directed by Coty and the Unit Holder Representative to resolve the unresolved objections (based solely on the presentations by Coty and by the Unit Holder Representative as to whether any disputed matter had been determined in a manner consistent with this Agreement ( i.e. , not on the basis of independent review) as promptly as reasonably practicable and to deliver written notice to each of Coty and the Unit Holder Representative setting forth such Accounting Firm’s resolution of the disputed matters. Coty and the Unit Holder Representative shall also instruct the Accounting Firm not to, and the Accounting Firm shall not, assign a value to any item in dispute greater than the greatest value for such item assigned by Coty, on the one hand, or the Unit Holder Representative, on the other hand, or less than the smallest value for such item assigned by Coty, on the one hand, or the Unit Holder Representative, on the other hand. Coty and the Unit Holder Representative shall direct the Accounting Firm to assign only employees of the Accounting Firm that are neither residents of the State of Utah nor based in an office located in the State of Utah to the resolution of such objections. The Preliminary Balance Sheet, Preliminary Cash Consideration, Preliminary Working Capital Amount, Preliminary Closing Cash Amount, Preliminary Closing Indebtedness Amount, and Preliminary Closing Transaction Expense Amount, after giving effect to any Agreed Adjustments and to

the resolution of disputed matters by the Accounting Firm, shall be final and binding for purposes of this Agreement and shall not be subject to court review or otherwise appealable. The parties hereto agree that judgment may be entered upon the final resolution of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced.

(e)         The fees and expenses of the Accounting Firm shall be paid proportionately by Coty, on the one hand, and the Unit Holders, on the other hand, based on the determination of the Accounting Firm of the unresolved objections submitted to it pursuant to Section 1.5(d) . The calculation of such proportionate payments shall be based on the relative position of the determination of the Accounting Firm in comparison to the positions submitted to it by Coty and the Unit Holder Representative pursuant to Section 1.5(d) . For purposes of this Agreement, the Preliminary Cash Consideration, Preliminary Working Capital Amount, Preliminary Closing Cash Amount, Preliminary Closing Indebtedness Amount, and Preliminary Closing Transaction Expense Amount, in each case as determined to be final and binding pursuant to Sections 1.5(b) , (c) or (d) , as applicable, are referred to herein as the “ Final Cash Consideration ”, “ Final Working Capital Amount ”, “ Final Closing Cash Amount ”, “ Final Closing Indebtedness Amount ”, and “ Final Closing Transaction Expense Amount ”, respectively. Notwithstanding the foregoing, if the Final Working Capital Amount is a number equal to or greater than $19,000,000 but less than or equal to $29,000,000, the Final Working Capital Amount shall be deemed to equal $24,000,000.

(f)         Promptly (but not later than five (5) Business Days) after the determination of the Final Cash Consideration pursuant to Sections 1.5(b) , (c) or (d) , as the case may be, that is final and binding as set forth therein:

(i)          if the Final Cash Consideration exceeds the Estimated Cash Consideration, Coty shall pay to each Unit Holder, by wire transfer of immediately available funds to the bank account designated by such Unit Holder, an amount equal to such Unit Holder’s Percentage Portion of the excess of the Final Cash Consideration over the Estimated Cash Consideration, plus interest on such Percentage Portion of the shortfall from the Closing Date to the date of payment thereof at the Agreed Rate; or

(ii)          if the Estimated Cash Consideration exceeds the Final Cash Consideration, each Unit Holder shall pay to Coty, by wire transfer of immediately available funds to the bank account designated in writing by Coty, an amount equal to such Unit Holder’s Percentage Obligation of the amount equal to the excess of the Estimated Cash Consideration over the Final Cash Consideration, plus interest on such shortfall from the Closing Date to the date of payment thereof at the Agreed Rate.

(g)         Adjustments provided for in this Section 1.5 , and the dispute resolution provisions provided for in this Section 1.5 , shall be the exclusive remedies for any items to the extent actually included in the calculation of the Final Working Capital Amount, Final Closing Cash Amount, Final Closing Indebtedness Amount, and Final Closing Transaction Expense Amount; provided , that the foregoing shall not otherwise limit the rights and obligations of the parties with respect to any liabilities or items to the extent not included in the calculation of the Final Working Capital Amount, Final Closing Cash Amount, Final Closing Indebtedness Amount, or Final Closing Transaction Expense Amount under the representations, warranties, covenants and agreements set forth herein.

Section 1.6          Unit Holder Closing Deliverables . At the Closing, the Unit Holders or the Unit Holder Representative, as applicable, shall deliver to Coty the following:

(a)         instruments of assignment of all of the Company Units owned by each Unit Holder in the form of Exhibit C ;

(b)         the A&R LLC Agreement, duly executed by each Continuing Unit Holder;

(c)         termination agreements, each in form and substance reasonably acceptable to Coty, terminating the Related Party Agreements pursuant to Section 5.6 ;

(d)         a payoff letter, in a form customary for Indebtedness of such nature, from each Person or Persons to whom any amounts of the Closing Indebtedness Amount are owed and shall be paid at the Closing, in each case, indicating that, upon repayment of such Closing Indebtedness Amount in the amount set forth in such letter, such Closing Indebtedness Amount shall be paid in full and such Persons shall no longer have Encumbrances on the assets of the Company or any of its Subsidiaries with respect thereto, along with such Person’s or Persons’ agreement to deliver any UCC termination statements (or authorizations to file such UCC termination statements) and other terminations or releases that, in the reasonable discretion of Coty, are necessary to evidence and effect the release of any and all Encumbrances in connection with the Closing Indebtedness Amount as soon as practicable after the Closing;

(e)         an invoice or payoff statement from each Person or Persons to whom any Closing Transaction Expense Amounts will be owed as of immediately prior to the Closing;

(f)          a copy of the certificate of formation, articles of incorporation or other equivalent Organizational Document of the Majority Unit Holder, Aspen Sub, the Company and each of its Subsidiaries, certified within five (5) Business Days prior to the Closing Date (or, in the case of the Subsidiaries of the Company incorporated or formed outside of the United States, such earlier date as is as close as is reasonably practicable under applicable Requirements of Law) by the secretary of state (or other applicable authority) of the jurisdiction of incorporation or formation of such Person;

(g)         certificates of good standing dated within five (5) Business Days prior to the Closing Date (or, in the case of the Subsidiaries of the Company incorporated or formed outside of the United States, such earlier date as is as close as is reasonably practicable under applicable Requirements of Law) for the Company and each of its Subsidiaries from the appropriate Governmental Body in each such Person’s jurisdiction of incorporation or formation;

(h)         the certificate to be delivered pursuant to Section 7.2(a) ;

(i)          a certificate of the secretary or assistant secretary of the Company, dated as of the Closing Date, in the form of Exhibit E , as to: (i) no amendment to any Organizational Document of the Company or any of its Subsidiaries delivered to Coty pursuant to Section 1.6(f) since the date of the relevant secretary of state’s (or other applicable authority’s) certification affixed to such certificate of formation, articles of incorporation or other equivalent Organizational Document; (ii) the operating agreements, bylaws or other equivalent Organizational Documents of the Company and each of its Subsidiaries; and (iii) the resolutions of the Board of Managers of the Company (1) authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, and (2) admitting NewCo as the sole member of the Company pursuant to Section 10.1 of the Operating Agreement;

(j)          (i) a certificate of the secretary or assistant secretary of the Majority Unit Holder, dated as of the Closing Date, in the form of Exhibit F , as to: (A) no amendment to the articles of incorporation of the Majority Unit Holder delivered to Coty pursuant to Section 1.6(f) since the date of

the Secretary of State of the State of Utah’s certification affixed to such articles of incorporation; (B) the bylaws of the Majority Unit Holder; and (C) the resolutions of the Board of Directors of the Majority Unit Holder authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby and (ii) a certificate of the secretary or assistant secretary of Aspen Sub, dated as of the Closing Date, in the form of Exhibit G , as to (A) no amendment to the certificate of formation delivered to the Coty pursuant to Section 1.6(f) since the date of the Secretary of State of the State of Delaware’s certification affixed to such certificate of formation; (B) the limited liability company agreement of Aspen Sub; (C) the resolutions of the sole member of Aspen Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby;

(k)         certificates signed by an authorized signatory of Fidelity Investments Charitable Gift Fund and the trustee and independent trustee of The Huscroft Charitable Remainder Trust dated December 15, 2016 (the “ CRT ”), dated as of the Closing Date, each substantially in the form of Exhibit H , as to the trust agreement or equivalent governing document of Fidelity Investments Charitable Gift Fund or the CRT, as the case may be;

(l)          a certificate executed by each Unit Holder that such Unit Holder is a non-foreign Person, substantially similar in form and substance to the applicable form attached hereto as Exhibit I , pursuant to Treasury Regulation Section 1.1445-2(b); and

(m)        the consents required to be delivered pursuant to Section 7.2(d) .

Section 1.7           Coty Closing Deliverables . At the Closing, Coty shall deliver to the Unit Holder Representative the following:

(a)         the A&R LLC Agreement, duly executed by Coty;

(b)         a copy of the certificate of formation of NewCo, certified within ten (10) Business Days prior to the Closing Date (or such earlier date as is acceptable to the Unit Holder Representative) by the Secretary of State of the State of Delaware;

(c)         a copy of the certificates of incorporation of Coty, certified within ten (10) Business Days prior to the Closing Date (or such earlier date as is acceptable to the Unit Holder Representative) by the Secretary of State of the State of Delaware;

(d)         certificates of good standing as of a recent date for NewCo and Coty from the Secretary of State of the State of Delaware;

(e)         the certificate to be delivered pursuant to Section 7.1(a) ;

(f)          certificates in the name of each Continuing Unit Holder evidencing such Continuing Unit Holder’s ownership of all Class A NewCo Membership Interests set forth opposite his, her or its name on Schedule 1.2 under the heading “Class A NewCo Membership Interests”;

(g)         a certificate of the secretary or assistant secretary of NewCo, dated as of the Closing Date, in the form of Exhibit J , as to (i) no amendment to the certificate of formation delivered to the Unit Holder Representative pursuant to Section 1.7(b) since the date of the Secretary of State of the State of Delaware’s certification affixed to such certificate of formation; (ii) the limited liability company agreement of NewCo; (iii) the resolutions of the sole member of NewCo authorizing the execution,

delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby; and

(h)         a certificate of the secretary or assistant secretary of each of Coty US and Coty Parent, dated as of the Closing Date, in the form of Exhibit K , as to (i) no amendment to the certificate of incorporation delivered to the Unit Holder Representative pursuant to Section 1.7(c) since the date of the Secretary of State of the State of Delaware’s certification affixed to such Person’s certificate of incorporation; (ii) the bylaws of such Person; and (iii) the resolutions of the board of directors of such Person authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby.

Section 1.8           Tax Treatment .

(a)         The parties intend that, for U.S. federal and applicable state income Tax purposes, (i) NewCo shall be treated as a continuation of the Company ( provided , that the parties agree that the upon the Closing, and immediately after the continuation of the original partnership, the Company shall be subject to a termination under Section 708(a)(1)(B)) and (ii) Coty shall be treated as if it purchased the Purchased Company Units directly from the Unit Holders in exchange for cash under Section 707(a)(2)(B) of the Code (rather than NewCo being treated as separate entity that acquired the Company Units). The parties shall report the transaction for U.S. federal and applicable state income tax purposes consistently with the above described treatment, unless otherwise required by Law.

(b)         NewCo shall, on its first Tax Return, make an election pursuant to Section 754 of the Code so as to adjust the basis of Company property to reflect the deemed purchase described in clause (i) of Section 1.8(a) . The Company shall cooperate with NewCo to make any elections and take any other actions that may be necessary to effect the Tax treatment described in Section 1.8(a) .

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE UNIT HOLDERS AND D. MAXFIELD

As an inducement to NewCo and Coty to enter into this Agreement and to consummate the transactions contemplated hereby, (a) each Unit Holder (and, in the case of the Majority Unit Holder, D. Maxfield and, in the case of a Unit Holder who is an Applicable Trust, each Trust Owner (solely with respect to his or her Applicable Trust)) represent and warrant to NewCo and Coty as of the date hereof and as of the Closing Date, with respect to Aspen Sub and himself, herself or itself (and, in the case of the Majority Unit Holder, D. Maxfield and, in case of a Unit Holder who is an Applicable Trust, each Trust Owner (solely with respect to his or her Applicable Trust)) only and (b) in the case of D. Maxfield represent and warrant to NewCo and Coty as of the date hereof and as of the Closing Date, as to himself and the Majority Unit Holder and Aspen Sub only, as follows:

Section 2.1           Organization; Execution and Delivery .

(a)         The Majority Unit Holder is a corporation duly organized, validly existing and in good standing under the laws of the State of Utah. The Majority Unit Holder has made available to Coty copies of each of the Organizational Documents of the Majority Unit Holder. Notwithstanding anything to the contrary herein, the representations and warranties set forth in this Section 2.1(a) are solely made by the Majority Unit Holder and D. Maxfield.

(b)         Aspen Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Aspen Sub has made available to Coty copies of

each of the Organizational Documents of Aspen Sub. Aspen Sub does not have any assets other than its rights under this Agreement and the Ancillary Agreements or any Liabilities other than obligation under this Agreement and the Ancillary Agreements and Liabilities incident to its formation. Notwithstanding anything to the contrary herein, the representations and warranties set forth in this Section 2.1(b) are solely made by Aspen Sub, the Majority Unit Holder and D. Maxfield.

(c)         The Majority Unit Holder owns all of the outstanding Equity Securities of Aspen Sub free and clear of all Encumbrances (other than restrictions on transfer under applicable securities Requirements of Law or the Organizational Documents of Aspen Sub) and, except for this Agreement and the Contracts to be entered into to effect the Second Contribution, there are no options, warrants, calls, rights or Contracts of any character that require Aspen Sub or the Majority Unit Holder to issue or sell Equity Securities of Aspen Sub, and other than the Equity Securities of Aspen Sub owned by the Majority Unit Holder, there are no Equity Securities of Aspen Sub outstanding requiring, or which upon conversion or exchange would require, the issuance of any Equity Securities of Aspen Sub, or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase Equity Securities of Aspen Sub. Aspen Sub and the Majority Unit Holder are not a party to any voting trust or other Contract with respect to the voting, redemption, sale, transfer or other disposition of the Equity Securities of Aspen Sub. There are no equity appreciation rights, phantom equity or similar rights in existence with respect to Aspen Sub. Notwithstanding anything to the contrary herein, the representations and warranties set forth in this Section 2.1(c) are solely made by Aspen Sub, the Majority Unit Holder and D. Maxfield.

(d)         The Persons set forth on Schedule 2.1(d) (the “ Majority Unit Holder Stockholders ”) own, beneficially and of record, the Equity Securities of the Majority Unit Holder set forth on Schedule 2.1(d) opposite such Majority Unit Holder Stockholder’s name, free and clear of any and all Encumbrances (other than restrictions on transfer under applicable securities Requirements of Law or the Organizational Documents of the Majority Unit Holder), which Equity Securities constitute all of the issued and outstanding Equity Securities of the Majority Unit Holder. The Majority Unit Holder Stockholders are not a party to any voting trust or other Contract with respect to the voting, redemption, sale, transfer or other disposition of Equity Securities of the Majority Unit Holder. No Majority Unit Holder Stockholder owns, beneficially or of record, any options, warrants, calls, rights or other Contracts of any character relating to the issued and outstanding Equity Securities of the Majority Unit Holder, nor does any Majority Unit Holder Stockholder own, beneficially or of record, any Equity Securities of Aspen Cove requiring, or which upon conversion or exchange would require, the issuance of any Equity Securities of Aspen Cove, or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase Equity Securities of Aspen Cove. There are no equity appreciation rights, phantom equity or similar rights to which any Aspen Cove Stockholder is a party. D. Maxfield controls all of the voting power of the Majority Unit Holder with respect to matters on which the Majority Unit Holder, as a direct member of Aspen Sub and as an indirect member of NewCo, will have the right to vote and/or consent. Notwithstanding anything to the contrary herein, the representations and warranties set forth in this Section 2.1(d) are solely made by the Majority Unit Holder and D. Maxfield.

Section 2.2           Authority; No Conflict .

(a)         Such Unit Holder Party has the requisite power and authority to execute, deliver and perform this Agreement and each of the Ancillary Agreements to which it is a party. This Agreement has been duly authorized, executed and delivered by such Unit Holder Party, and (assuming the valid authorization, execution and delivery of this Agreement by the other parties hereto) is the legal, valid and binding obligation of such Person enforceable in accordance with its terms, and each of the Ancillary Agreements to which such Person is or will be a party, upon execution and delivery by such Person, will be (assuming the valid authorization, execution and delivery by the other party or parties thereto) a legal,

valid and binding obligation of such Person enforceable in accordance with its terms, subject, in the case of this Agreement and each of the Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. The CRT is now in existence and governed and administered in accordance with the laws of the State of Utah, and each trustee of the CRT is currently acting, has the power and authority pursuant to the trust agreement governing the CRT to execute and deliver this Agreement on behalf of the CRT and to bind the CRT hereunder, and the execution, delivery and performance of the transactions contemplated hereby do not require any additional approval by any person, acting in either a fiduciary or non-fiduciary capacity, on behalf of the CRT. Notwithstanding anything to the contrary herein, the representations and warranties set forth in the preceding sentence are solely made by the CRT.

(b)         Except as set forth in Schedule 2.2(b) , neither the execution and delivery of this Agreement or any of the Ancillary Agreements by such Unit Holder nor the consummation of any of the transactions contemplated hereby or thereby by such Unit Holder nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by such Unit Holder will:

(i)          assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Schedule 2.2(b)(ii) , result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the assets of such Unit Holder Party, under (1) the Organizational Documents of such Unit Holder Party (if applicable), (2) any Contract to which such Unit Holder Party is bound, (3) any Order to which such Unit Holder Party is bound, or (4) any Requirements of Law affecting such Unit Holder Party, other than in the case of clauses (2) , ( 3 ) and ( 4 ) above, any such breaches, defaults, rights, loss of rights or Encumbrances that, individually or in the aggregate, would not reasonably be expected to materially delay or materially adversely affect such Unit Holder Party’s ability to perform and comply with this Agreement or any of the Ancillary Agreements or to consummate the transactions contemplated by this Agreement or any of the Ancillary Agreements; or

(ii)         require the approval, consent, or authorization of, or the making by such Unit Holder Party of any declaration, filing or registration with, any Person, except (1) in connection or in compliance with the provisions of the HSR Act, (2) as set forth on Schedule 2.2(b)(ii) , and (3) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to materially delay or materially adversely affect such Unit Holder Party’s ability to perform and comply with this Agreement or any of the Ancillary Agreements or to consummate the transactions contemplated by this Agreement or any of the Ancillary Agreements.

Section 2.3           Ownership of Company Units; Capitalization . Such Unit Holder Party is the record and beneficial owner of all of the Company Units set forth on Schedule 1.2 opposite such Unit Holder Party’s name, free and clear of any and all Encumbrances (other than restrictions on transfer under applicable securities Requirements of Law or the Organizational Documents of the Company). Other than the Company’s Organizational Documents and the Contracts pursuant to which such Person received his, her or its Company Units, such Unit Holder Party is not a party to any voting trust or other Contract with respect to the voting, redemption, sale, transfer or other disposition of his, her or its Company Units. Upon the consummation of the Contribution in accordance with the terms hereof, such Unit Holder Party will thereby transfer to NewCo good and marketable title to his, her or its Company Units, being all of the issued and outstanding Equity Securities held by such Unit Holder Party, free and clear of all Encumbrances (other than restrictions on transfer under applicable securities Requirements of Law).

Section 2.4           Litigation . There are no lawsuits, actions, suits, proceedings or investigations pending, or, to the knowledge of such Unit Holder Party, threatened (a) that are reasonably likely to prohibit or restrain the ability of such Unit Holder Party to enter into this Agreement or any of the Ancillary Agreements to which her, she or it is a party or to consummate the transactions contemplated hereby or thereby or (b) against such Unit Holder Party with respect to matters relating to the Company.

Section 2.5           Financial Advisors . Except for Morgan Stanley, neither such Unit Holder Party, nor any Person on such Unit Holder Party’s behalf, has made an agreement with any Person who is or may be entitled to, a broker’s commission, finder’s fee, investment banker’s fee or similar payment for arranging the transactions contemplated hereby or introducing the parties to each other.

Section 2.6           Investment Representation . The Class A NewCo Membership Interests being acquired by such Unit Holder are for its own account, and not with a view to, or for the offer or sale in connection with, any public distribution or sale of the Class A NewCo Membership Interests or any interest in them. Such Unit Holder has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of its investment in the Class A NewCo Membership Interests, and such Unit Holder is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Class A NewCo Membership Interests. Such Unit Holder acknowledges that the Class A NewCo Membership Interests have not been registered under the United States Securities Act of 1933 (the “ Securities Act ”) or any state securities Requirements of Law, and understands and agrees that it may not sell or dispose of any of its Class A NewCo Membership Interests except pursuant to a registered offering in compliance with, or in a transaction exempt from, the registration requirements of the Securities Act and any other applicable state, foreign or federal securities Requirements of Law. Such Unit Holder further understands that the resale of any of its Class A NewCo Membership Interests to be issued pursuant to this Agreement will be subject to the terms and provisions of the A&R LLC Agreement.

Section 2.7           Investigation . Each Unit Holder, each Trust Owner and D. Maxfield acknowledges that such Person is relying on the representations and warranties set forth in this Agreement and the Ancillary Agreements and its own investigation and analysis in entering into the transactions contemplated hereby. Each Unit Holder, each Trust Owner and D. Maxfield is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and is able to bear the substantial economic risk of its investment in NewCo for an indefinite period of time.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

As an inducement to NewCo and Coty to enter into this Agreement and to consummate the transactions contemplated hereby, the Company represents and warrants to NewCo and Coty as of the date hereof and as of the Closing Date as follows:

Section 3.1           Organization . The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Utah. The Company has all requisite limited liability company power and authority to own, operate or lease its assets and properties and to conduct its business as currently conducted and is qualified to do business, and is in good standing (or its equivalent), in each jurisdiction in which the operation of its business makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The equity records and minute books of the Company and each of its Subsidiaries are accurate in all material respects and have been made available to Coty.

Section 3.2           Capitalization .

(a)         All of the issued and outstanding Equity Securities of the Company are validly issued, fully paid, nonassessable and, as of the date hereof and as of the Closing, are owned as set forth in Schedule 3.2(a) , in each case free and clear of all Encumbrances (other than restrictions on transfer under applicable securities Requirements of Law or the Organizational Documents of the Company).

(b)         Except as set forth on Schedule 3.2(b) , the Company has not granted any options, warrants, calls, rights or Contracts of any character that require the Company to issue or sell Equity Securities of the Company or any of its Subsidiaries, and there are no Equity Securities of the Company outstanding requiring, or which upon conversion or exchange would require, the issuance of any Equity Securities of the Company or any of its Subsidiaries, or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase Equity Securities of the Company or any of its Subsidiaries. Except as set forth in Schedule 3.2(b) , the Company is not a party to any voting trust or other Contract with respect to the voting, redemption, sale, transfer or other disposition of the Equity Securities of the Company. There are no equity appreciation rights, phantom equity or similar rights in existence with respect to the Company.

Section 3.3           Subsidiaries .

(a)          Schedule 3.3(a)(i) sets forth the name of each Subsidiary of the Company, and, with respect to each such Subsidiary, the jurisdiction in which it is incorporated or organized, its authorized Equity Securities, the number and class of Equity Securities thereof duly issued and outstanding, the names of all owners of such Equity Securities and the number of Equity Securities owned by each such owner. Each Subsidiary of the Company is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. Each Subsidiary of the Company has all requisite corporate or other power and authority to own, operate or lease its assets and properties and to conduct its business as currently conducted and is duly qualified to do business, and is in good standing (or its equivalent), in each jurisdiction in which the operation of such Subsidiary’s business makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Coty all of the Organizational Documents of the Company and each of its Subsidiaries. Schedule 3.3(a)(ii) sets forth a list of each Organizational Document of the Company and each Subsidiary of the Company.

(b)         All of the issued and outstanding Equity Securities of each Subsidiary of the Company are validly issued, fully paid, nonassessable and owned as set forth in Schedule 3.3(a) , in each case free and clear of all Encumbrances (other than restrictions on transfer under applicable securities Requirements of Law or the Organizational Documents of such Subsidiary). No Equity Securities are held by any Subsidiary as treasury stock. There is no existing option, warrant, call, right or Contract that requires any Subsidiary of the Company to issue or sell its Equity Securities, and there are no Equity Securities of any Subsidiary of the Company outstanding requiring or which upon conversion or exchange would require, the issuance of any Equity Securities of any Subsidiary of the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase Equity Securities of any Subsidiary of the Company. Other than its Organizational Documents, no Subsidiary of the Company is party to any voting trust or other Contract with respect to the voting, redemption, sale, transfer or other disposition of the Equity Securities of the Company or any of its Subsidiaries. There are no equity appreciation rights, phantom equity or similar rights in existence with respect to any Subsidiary of the Company.

Section 3.4           Authority; No Conflict .

(a)         The Company has the requisite power and authority to execute, deliver and perform this Agreement and each of the Ancillary Agreements to which it is or will be a party. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party have been duly authorized and approved by its board of managers and do not require any further authorization or consent of the Company, its board of managers or its members. This Agreement has been duly authorized, executed and delivered by the Company, and (assuming the valid authorization, execution and delivery of this Agreement by each other party hereto) is the legal, valid and binding obligation of the Company enforceable in accordance with its terms, and each of the Ancillary Agreements to which the Company is or will be a party, upon execution and delivery by the Company, will be (assuming the valid authorization, execution and delivery by each other party thereto) a legal, valid and binding obligation of the Company enforceable in accordance with its terms, subject, in the case of this Agreement and each of the Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles.

(b)         Except as set forth in Schedule 3.4(b) neither the Contribution contemplated hereby, nor the Company’s execution and delivery of this Agreement or any of the Ancillary Agreements nor the Company’s consummation of any of the transactions contemplated hereby or thereby nor the Company’s compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will:

(i)          assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Schedule 3.4(b)(ii) , result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance (other than Permitted Encumbrances) upon any of the assets or Equity Securities of the Company or any of its Subsidiaries, under (1) the Organizational Documents of the Company or any of its Subsidiaries, (2) any Contract or Permit to which the Company or any of its Subsidiaries is party or subject or by which any of their respective properties or assets are bound, (3) any Order to which the Company, any of its Subsidiaries or any of their respective assets or properties are bound or (4) any Requirements of Law to which the Company or any of its Subsidiaries is subject, other than, in the case of clauses (2) , (3) and (4) above, any such breaches, defaults, rights, loss of rights or Encumbrances (other than Permitted Encumbrances) that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect; or

(ii)         require the approval, consent or authorization of, or the making by the Company of any declaration, filing or registration with, any Person, except (1) in connection or in compliance with the provisions of the HSR Act, (2) as set forth on Schedule 3.4(b)(ii) , and (3) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 3.5           Financial Statements .

(a)         The Company has made available to Coty copies of (a) the audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2015 and December 31, 2014 and the related audited consolidated statements of income and comprehensive income, members’ equity and cash flows of the Company and its Subsidiaries for the years then ended (collectively, the “ Audited Financials ”), and (b) the unaudited consolidated balance sheet of the Company and its Subsidiaries as at October 31, 2016 and the related unaudited consolidated statements of income and comprehensive income of the Company and its Subsidiaries for the ten (10) months then ended, and the unaudited consolidated

statement of cash flows of the Company and its Subsidiaries for the ten (10) months ended October 31, 2016 (such audited and unaudited statements, including the related notes and schedules thereto, the “ Financial Statements ”). Except as set forth on Schedule 3.5 and as set forth in the notes thereto and subject to, in the case of the Balance Sheet, changes resulting from year-end adjustments in accordance with GAAP and the absence of footnote disclosure (none of which are expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole), each of the Financial Statements has been prepared in accordance with GAAP and presents fairly in all material respects the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as at the dates and for the periods indicated therein. For purposes hereof, the unaudited consolidated balance sheet of the Company and its Subsidiaries as at October 31, 2016 is referred to as the “ Balance Sheet ” and October 31, 2016 is referred to as the “ Balance Sheet Date ”.

(b)         The inventories of the Company and its Subsidiaries (including raw materials, supplies, work-in-process, finished goods and other materials) are reflected in the Balance Sheet at the lower of cost or market in accordance with GAAP.

Section 3.6           Absence of Certain Changes or Events . Except as set forth on Schedule 3.6 , from the Balance Sheet Date (a) until the date of this Agreement, the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course consistent with past practices, in all material respects, (b) there has been no event, change, occurrence or circumstance that has had or would reasonably be expected to have a Company Material Adverse Effect, and (c) until the date of this Agreement, there has not been any action taken (or omitted to be taken) by the Company or any of its Subsidiaries which, if such action were taken following the date hereof, would require the consent of Coty or would otherwise violate any of the provisions of Section 5.1(b)(v) , 5.1(b)(vii) , 5.1(b)(viii) , 5.1(b)(xii) , 5.1(b)(xviii) , or 5.1(b)(xxi) .

Section 3.7           No Undisclosed Liabilities . Except as set forth on Schedule 3.7 , neither the Company nor any of its Subsidiaries has any material Liability (whether or not it would have been required to be reflected in, reserved against or otherwise described on the Balance Sheet or in the notes thereto in accordance with GAAP) other than (a) Liabilities reflected, reserved against or described on the Balance Sheet or in the notes thereto, (b) Liabilities incurred in the ordinary course of business after the Balance Sheet Date (none of which results from any breach or default under a Contract or a Requirement of Law or are materially greater in amount than the amount of any Liabilities of a similar nature incurred by the Company or any of its Subsidiaries during the past twelve months, but taking into account the growth of the Company and its Subsidiaries to the extent any such increase in Liabilities is in proportion to the growth of the Company and its Subsidiaries), (c) Liabilities arising under the terms of Contracts or Company Benefit Plans to which the Company or any of its Subsidiaries is a party and which do not arise out of any breach, default or obligation to indemnify thereunder, (d) Liabilities disclosed in other sections of the Disclosure Schedules and (e) Liabilities of the Company and its Subsidiaries that are actually included as liabilities or otherwise taken into account in the calculation of the Final Closing Transaction Expense Amount, Final Closing Indebtedness Amount or Final Working Capital Amount.

Section 3.8           Compliance with Law .

(a)         Except as set forth in Schedule 3.8(a) , the Company, each of its Subsidiaries and the businesses of the Company and each of its Subsidiaries and, to the Knowledge of the Company and solely with respect to matters relating to the Company or any of its Subsidiaries, each of the Unit Holders are, and since December 31, 2013 has in each case been, in compliance in all material respects with all applicable Requirements of Law and Orders. Since December 31, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Body that asserts a material lack of compliance by the Company, any of its Subsidiaries or any of the Unit Holders, solely with respect to

matters relating to the Company or any of its Subsidiaries, with any applicable Requirement of Law or Order, and there is no pending, or to the Knowledge of the Company, threatened regulatory action or investigation against the Company or any of its Subsidiaries.

(b)         Without limiting the generality of the foregoing, the Company and each of its Subsidiaries is, and has been, in compliance in all material respects with all applicable multi-level, anti-pyramid and network marketing and distribution Requirements of Law, including, but not limited to, those set forth in Section 5 of the Federal Trade Commission Act (15 U.S.C. § 45) and any rules or regulations promulgated thereunder (including any Requirements of Law regarding income or product claims) (collectively, “ MLM Requirements of Law ”).  Neither the Company nor any of its Subsidiaries has received written notice of, and there is no pending, or to the Knowledge of the Company, threatened action, suit, proceeding or investigation against the Company or any of its Subsidiaries by, any Governmental Body or other Person asserting or otherwise putting at issue a material lack of compliance with any MLM Requirement of Law, that the Company or any of its Subsidiaries is a pyramid scheme, or that the Company, any of its Subsidiaries or any of their respective employees or independent contractors (including any Presenter) has engaged in unfair or deceptive practices (including in respect of the business opportunities offered by the Company or any of its Subsidiaries, the Company’s or any of its Subsidiaries’ distribution models, any marketing by the Company, any of its Subsidiaries or any of their respective employees or independent contractors, or income or product claims made by the Company, any of its Subsidiaries or any of their respective employees or independent contractors), that, individually or in the aggregate, would reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole.

(c)         The Company has made available to Coty complete and accurate copies, together with any amendments, modifications or supplements, of (i) all commission, royalty and other compensation plans for “Presenters” and similar salespeople of the Company or any of its Subsidiaries (each such plan, a “ Presenter Plan ” and each Person participating in a Presenter Plan, a “ Presenter ”), and (ii) each standard form of Contract used by the Company or any of its Subsidiaries in connection with a Presenter Plan. Schedule 3.8(c) accurately identifies and includes a brief description of each Contract in respect of any Presenter that materially deviates from any such standard form of Contract.

Section 3.9           Permits . Except as set forth on Schedule 3.9 , the Company and each of its Subsidiaries own, hold or possess all Permits. The Company and each of its Subsidiaries is, and has been since December 31, 2013, in compliance with all of its respective Permits and the Company is not in breach or default under any such Permit, except for any such instances of noncompliance, breaches or defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each Permit is valid, subsisting and in full force and effect.

Section 3.10          Litigation . Except as set forth in Schedule 3.10 :

(a)          there are no, and since December 31, 2013 have been no, material lawsuits, actions, suits, proceedings or investigations pending or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries, the Business or any of their respective assets;

(b)          to the Knowledge of the Company, there are no, and since December 31, 2013 have been no, material lawsuits, actions, suits, proceedings or investigations pending or threatened against any of the Unit Holders (solely with respect to matters relating to the Company or any of its Subsidiaries); and

(c)          none of the Company, any of its Subsidiaries, any of their respective assets or properties or, to the Knowledge of the Company and solely with respect to matters relating to the

Company or any of its Subsidiaries, any of the Unit Holders is, or since December 31, 2013 has been, subject to any Order.

Section 3.11         Taxes. Except as set forth in Schedule 3.11 :

(a)         The Company and its Subsidiaries have timely filed all income and other material Tax Returns required to be filed by them (taking into account all applicable extensions). All such Tax Returns are true, correct, and complete in all material respects. All material Taxes due and owing by the Company and its Subsidiaries have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required) or accrued in accordance with GAAP. Neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time (other than any automatic, customary extensions of time in which to file a Tax Return) within which to file any Tax Return or pay any Tax. Notwithstanding anything in this paragraph to the contrary, (i) no representation is made with respect to the payment of Taxes by the Unit Holders with respect to the Company, its Subsidiaries, or the Business, including any Taxes as a result of amounts included in such Unit Holders’ taxable income as reflected on any Schedule K-1 in respect of the Company, its Subsidiaries, and the Business; and (ii) no representation is made with respect to the payment of Taxes by any third party in respect of the Company, its Subsidiaries, or the Business.

(b)         The unpaid Taxes of the Company and its Subsidiaries did not, as of the dates of the Financial Statements, materially exceed the reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Financial Statements.

(c)         No material deficiencies for Taxes against the Company or any of its Subsidiaries have been claimed, proposed or assessed in writing by any Taxing Governmental Body that have not been paid or otherwise resolved. The Company has delivered or made available to Coty complete and accurate copies of all income and other material federal and state Tax Returns of the Company and its Subsidiaries filed within the past two (2) years. Neither the Company nor any of its Subsidiaries has waived any statute of limitations in respect of material Taxes that is still in force, or agreed to any extension of time with respect to any material Tax assessment or deficiency that has not been previously resolved.

(d)         There are no Encumbrances for Taxes, other than Permitted Encumbrances, on any assets of the Company or any Subsidiary.

(e)         Neither the Company nor any Subsidiary of the Company is a party to, or is bound by, any written Tax-sharing Contracts or similar arrangements (including indemnity arrangements) (except for (i) any such agreement entered into in the ordinary course of business the primary purpose of which does not relate to Taxes or (ii) any such agreement solely by and among the Company and its Subsidiaries), and after the Closing, neither the Company nor any of its Subsidiaries shall be bound by any such Tax-sharing Contract or similar arrangements entered into prior to the Closing or have any liability thereunder for amounts due in respect of periods prior to the Closing.

(f)         Neither the Company nor any of its Subsidiaries has been a member of an affiliated group filing a consolidated federal income Tax Return other than with respect to a group of which the Company or a Subsidiary thereof is the ultimate parent. Neither the Company nor any of its Subsidiaries has any material liability for the Taxes of any Person (i) under Treasury regulation Section 1.1502-6 (or any similar provision of any Requirements of Law), (ii) as a transferee or successor, (iii) by Contract, or (iv) otherwise, other than with respect to a group of which the Company or a Subsidiary thereof is the ultimate parent.

(g)         The Company and each of its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, unitholder or other third party.

(h)         Neither the Company nor any of its Subsidiaries has entered into any transaction identified as a “listed transaction” for purposes of Treasury Regulations Sections 1.6011-4(b)(2).

(i)          Since its formation, the Company has been an eligible entity within the meaning of Treasury Regulation Section 301.7701-3(b)(i), has been treated as a partnership or as a disregarded entity, and has not made any election to be treated as an association for federal, state or local income Tax purposes. Schedule 3.11(i) sets forth the entity classification of each of the Subsidiaries for purposes of U.S. federal income Taxes (together with the representation in the preceding sentence, the “ Company Partnership Representation ”; provided , that, the Company Partnership Representation shall not include any representation that Younique Disc Corporation has satisfied, or will satisfy in the future, the requirements to be treated as a DISC under applicable Tax Law). Each such entity has, at all times since December 31, 2012, (i) been eligible for such U.S. federal income tax classification under applicable Tax law and (ii) operated in all ways consistently with such classification.

The representations in this Section 3.11 and the representations in Section 3.12 (solely to the extent such representations relate to Taxes) (collectively, the “ Tax Representations ”) shall constitute the sole and exclusive representations with respect to any Tax matter of the Company and its Subsidiaries. Notwithstanding anything in this Agreement to the contrary (other than with respect to the Company Partnership Representation, to which this sentence shall not apply), no representation or warranty is made in this Agreement with respect to the amount, sufficiency, or usability of any net operating loss, capital loss, Tax basis, or other Tax attribute or the availability of any position for Tax purposes in any taxable period (or portion thereof) beginning after the Closing.

Section 3.12          Employment and Employee Benefit Matters .

(a)           Schedule 3.12(a) sets forth the name of each material Company Benefit Plan. The Company has made available to Coty with respect to each material Company Benefit Plan, a true, current and complete plan document or summary of the material terms thereof.

(b)         Since December 31, 2013, each Company Benefit Plan has been in all material respects maintained and operated in conformity with the terms of such Company Benefit Plan and applicable Requirements of Law, including the Code and ERISA, and the filing and disclosure requirements thereof. There is no pending or, to the Knowledge of the Company, threatened action, claim or lawsuit relating to any Company Benefit Plan (other than routine claims for benefits). There is no audit, material inquiry or examination pending or, to the Knowledge of the Company, threatened by the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Body with respect to any Company Benefit Plan.

(c)         Each Company Benefit Plan that is intended to be a qualified plan within the meaning of Section 401(a) of the Code has received a currently effective favorable determination letter, or is entitled to rely on an opinion letter, from the IRS, and, to the Knowledge of the Company, no circumstance exists which would reasonably be expected to result in the loss of such qualification under 401(a) of the Code.

(d)         Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any other fiduciary (within the meaning of Section 3(21) of ERISA) of any Company Benefit Plan subject to Part 4 of Subtitle B of Title I of ERISA has committed a breach of fiduciary duty with

respect to that Company Benefit Plan that would reasonably be expected to subject the Company, any of its Subsidiaries or any of their respective employees to any material liability (including liability on account of an indemnification obligation). Neither the Company nor any of its Subsidiaries has incurred any material excise Taxes under Chapter 43 of the Code with respect to any Company Benefit Plan, and to the Knowledge of the Company, nothing has occurred that would reasonably be expected to subject the Company or any of its Subsidiaries to any such material Taxes.

(e)         No Company Benefit Plan is subject to, and none of the Company, any of its Subsidiaries or any ERISA Affiliate has any Liability under, Section 302 or Title IV of ERISA or Section 412 of the Code. No Company Benefit Plan is, and none of the Company, any of its Subsidiaries or any ERISA Affiliate has any Liability with respect to, a “multiemployer plan” (as defined in Section 3(37) of ERISA). No Company Benefit Plan is, and neither the Company nor any of its Subsidiaries has any Liability with respect to, a “multiple employer welfare arrangement” (within the meaning of Section 3(40)(A) of ERISA).

(f)          None of the Company Benefit Plans, the Company or any of its Subsidiaries provides, or has any obligation to provide, current or former employees of the Company or any of its Subsidiaries (or dependents thereof) medical, life or disability insurance benefits after such individual terminates employment with the Company or any of its Subsidiaries, except as required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or other applicable Requirement of Law (“ COBRA ”), pursuant to individual conversion or ownership rights under a life or disability insurance policy, or during the period the former employee is receiving severance benefits. None of the Company Benefit Plans, the Company or any of its Subsidiaries provides, or has any obligation to provide, welfare benefits to any Person who is not a current or former employee of the Company or one of its Subsidiaries (or a dependent thereof). None of the Company, any of its Subsidiaries or any ERISA Affiliate has any material liability on account of a violation of COBRA.

(g)         Each Company Benefit Plan that is a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been administered, operated and maintained in material respects according to the requirements of Section 409A of the Code. Neither the Company nor any of its Subsidiaries has any obligation to make a “gross-up” or similar payment in respect of any Taxes that may become payable under Section 409A of the Code.

(h)         Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in combination with another event) will or are reasonably expected to (i) entitle any current or former director, officer, employee or consultant to any payment under a Company Benefit Plan (including severance, retention or change in control pay or similar compensation), any cancellation of Indebtedness, or any increase in compensation; (ii) result in the acceleration of payment, funding or vesting under any Company Benefit Plan; or (iii) result in any increase in benefits payable under any Company Benefit Plan. No amount paid or payable (whether in cash, in property, or in the form of benefits) in connection with the transactions contemplated hereby (either alone or in combination with another event) will be an “excess parachute payment” within the meaning of Section 280G of the Code. Neither the Company nor any of its Subsidiaries has any obligation to make a “gross-up” or similar payment in respect of any Taxes that may become payable under Section 4999 of the Code.

(i)          Except as set forth on Schedule 3.12(i) , (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement or other labor union Contract (including any side agreement or letter, memorandum of understanding, or other binding commitment with any labor or trade union, works council or other labor organization representing employees of the Company or any of its Subsidiaries) applicable to employees of the Company or any of its Subsidiaries or

the Business (the “ Collective Bargaining Agreements ”), (ii) there is no, and for the past three (3) years there has not been, any strike, work stoppage, walkout, lockout or other material labor dispute pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries with respect to the Business or any employees of the Company or any of its Subsidiaries, and (iii) to the Knowledge of the Company, there has been no union organizing activity. With respect to the transactions contemplated by this Agreement, the Company and its Subsidiaries have satisfied all consultation, notice, consent and bargaining obligations owed to its employees and their representatives under applicable Requirements of Law and the Collective Bargaining Agreements.

(j)          The Company and each of its Subsidiaries are, and since December 31, 2013 have been, in compliance, in all material respects, with all applicable Requirements of Law regarding employment, labor, and wage and hour matters, including discrimination, sexual harassment, civil rights, immigration, safety and health, workers’ compensation, classification of employees and independent contractors, classification of exempt and non-exempt status for overtime eligibility purposes, collective bargaining, plant closing and layoff or other notices, including under the WARN Act, and the collection and payment of withholding taxes, Social Security taxes and similar Taxes (collectively, “ Employment Legal Requirements ”). Except as would not result in material Liability to the Company, any of their respective Affiliates or the Business: (i) the Company and its Subsidiaries have paid all wages, salaries, wage premiums, commissions, bonuses, fees and other compensation which have come due and payable prior to the Closing Date to its current and former employees and independent contractors under applicable Requirements of Law, Contract or company policy; and (ii) since December 31, 2013, neither the Company nor any of its Subsidiaries has been liable for any fines, Taxes, interest or other penalties for any failure to pay or delinquency in paying such compensation. Except as set forth on Schedule 3.12(j) , since December 31, 2013, no claim with respect to payment of wages, salary, overtime, commissions, bonuses, premiums, fees, or other compensation of any kind has been asserted, or is now pending or, to the Knowledge of the Company, threatened by or before any Governmental Body, with respect to current or former employees or independent contractors of the Company or any of its Subsidiaries. Since December 31, 2013, no material charge or complaint of discrimination in employment or employment practices or other claim that the Company has violated any Employment Legal Requirements has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission or other Governmental Body by current or former employees or applicants of the Company. Neither the Company nor any of its Subsidiaries is subject to any pending material labor or employment related investigation by any Governmental Body. 

(k)         All classifications of Persons as independent contractors of the Company or any of the Subsidiaries are, and since the formation of the Company have been, correct in all material respects under applicable Requirements of Law (including with respect to Persons who formerly provided services to the Company or any of its Subsidiaries).

Section 3.13          Title to Assets . Except as described in Schedule 3.13 or as disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date, the Company or one of its Subsidiaries has valid title to, or a valid and subsisting leasehold interest in (or other legal right to use), all of the material tangible assets and properties shown to be owned by the Company or one of its Subsidiaries on the Balance Sheet, in each case free and clear of all Encumbrances (except for Permitted Encumbrances and Encumbrances that will be terminated at or prior to the Closing).

Section 3.14          Material Contracts .

(a)         Except as set forth in Schedule 3.14(a) , as of the date hereof, neither the Company nor any of its Subsidiaries is a party to or bound by:

(i)          any Contract with any current officer, employee, independent contractor or director of the Company or any of its Subsidiaries for base annual consideration in excess of $250,000;

(ii)         any Collective Bargaining Agreement;

(iii)        any Related Party Agreement;

(iv)        any Contract (1) limiting or restraining the Company or any of its Subsidiaries from engaging or competing in any lines of business or with any other Person other than routine confidentiality and nondisclosure agreements, (2) granting any exclusive or similar preferential rights to provide, sell or distribute any of the products of the Company or any of its Subsidiaries, (3) granting “most favored nation” status to any Person, (4) containing “requirements” provisions or other provisions obligating the Company or any of its Subsidiaries to purchase or obtain a minimum or specified amount of any product or service from any Person, (5) containing minimum sales or volume provisions which involves the expected payment of $250,000 or more to the Company or any of its Subsidiaries in the current calendar year or any subsequent year or (6) limiting or restraining the Company or any of its Subsidiaries from soliciting any Person for any reason or containing a “standstill” or similar provision (other than (x) non-disclosure agreements and (y) non-solicitation provisions that are contained in Contracts, in each case entered into by the Company or any of its Subsidiaries in the ordinary course of business, in each case that would not bind Coty or any of its Subsidiaries (other than the Company and its Subsidiaries) following Closing);

(v)         any Contract for the sale of any of the assets (other than inventory in the ordinary course of business consistent with past practice) of the Company or any of its Subsidiaries other than in the ordinary course of business, for consideration in excess of $250,000;

(vi)        any Contract relating to any acquisition to be made (or made in the last three years) by the Company or any of its Subsidiaries of substantially all of the assets, any operating business or the Equity Securities of any other Person;

(vii)       any Contract relating to the incurrence of Indebtedness, or the making of any loans, in each case involving amounts in excess of $250,000;

(viii)      any Contract which require the expenditure of more than $500,000 in the aggregate in any twelve (12)-month period or requires performance by any party more than one year from the date hereof that, in either case, is not terminable by the Company or one of its Subsidiaries without penalty on notice of ninety (90) days or less;

(ix)         any Contract relating to a joint venture, strategic alliance, partnership or sharing of profits;

(x)         any Contract (other than purchase orders entered into in the ordinary course of business consistent with past practice) with a Material Supplier;

(xi)        any sales, marketing, distributorship, agency or representative Contract where the counter-party to such agreement has the right or power to bind the Company or any of its Subsidiaries and involving amounts in excess of $250,000;

(xii)       any Contract with a payment network or processor involving annual consideration in excess of $250,000; and

(xiii)      any Contract with any Governmental Body involving annual consideration in excess of $250,000.

(b)         Except as set forth in Schedule 3.14(b) , each of the Contracts listed (or required to be listed) in Schedules 3.14(a) , 3.16(b) , 3.17(g)(i) and 3.17(g)(ii) (collectively, the “ Material Contracts ”) are (i) in full force and effect and (ii) represent the legal, valid and binding obligations of the Company or a Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, represent the legal, valid and binding obligations of the other parties thereto. The Company and its Subsidiaries are, and to the Knowledge of the Company the other parties thereto are, in compliance in all material respects with each Material Contract and, to the Knowledge of the Company, there are not any events that have occurred that would constitute a material event of default or breach (with notice or lapse of time or both) of any Material Contract. Except as set forth on Schedule 3.14(b) , neither the Company nor any of its Subsidiaries has received any written notice of (x) any material default or event that with notice or lapse of time, or both, would constitute a material default by the Company or any of its Subsidiaries under any Material Contract, or (y) the intention of any party to terminate or amend any Material Contract. The Company has made available to Coty copies of all of the Material Contracts, together with all material amendments, modifications and supplements thereto.

Section 3.15         Environmental Matters . Except as set forth on Schedule 3.15 :

(a)         Neither the Company nor any of its Subsidiaries has since December 31, 2013 received a written notice of violation, citation or request for information from a Governmental Body or is currently a party to any unresolved order, settlement, judgment or consent decree, in each case (i) relating to the presence, release or threatened release of a Hazardous Material, an alleged exposure to a Hazardous Material or a violation of, non-compliance with or a liability under applicable Environmental Laws or Environmental Permits, and (ii) which would reasonably be expected to result in material Liability to the Company or any of its Subsidiaries under applicable Environmental Laws.

(b)         (i) There are no Hazardous Materials present in any products of the Company or any of its Subsidiaries except in material compliance with Environmental Laws, and (ii) to the Knowledge of the Company, there has been no release of Hazardous Materials at, on or from the Leased Real Property or at any third party site to which Hazardous Materials generated by the Company or any of its Subsidiaries were sent for treatment or disposal, except, in each case of clause (i) or (ii) , which would not reasonably be expected to result in material Liability to the Company or any of its Subsidiaries under applicable Environmental Laws.

(c)         There are no lawsuits, actions, suits, proceedings or investigations pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries alleging any failure to comply with, or alleging Liability pursuant to, any Environmental Law that would, individually or in the aggregate, reasonably be expected to result in a material liability to the Company and its Subsidiaries and neither the Company nor any of its Subsidiaries has assumed by Contract or, to the Knowledge of the Company, by operation of any Requirement of Law, any material Liability of any third Person in respect of exposure to Hazardous Materials or arising under Environmental Laws.

(d)         The Company and each of its Subsidiaries: (i) is and since December 31, 2013 has been in compliance with applicable Environmental Laws (including the obligation to obtain, comply with and maintain all Environmental Permits necessary for its operations) and (ii) has had in place all product safety and health and safety training programs, certifications, and warnings required by

Environmental Laws relevant to its products, employees and respective operations, in each case of (i) and (ii), except for any such noncompliance or failure to maintain or have in place which would not, individually or in the aggregate, reasonably be expected to result in material Liability to the Company or any of its Subsidiaries under applicable Environmental Laws.

(e)         The Company has made available all environmental assessments, audits, reports, and other documents in their possession or reasonable control relating to the products, operations and properties of the Company and each of its Subsidiaries that would be material and relevant to an assessment of environmental matters relating to the Company and its Subsidiaries.

(f)         This Section 3.15 and Sections 3.5 and 3.7 constitute the sole and exclusive representations and warranties of the Company and its Subsidiaries with respect to liabilities arising under Environmental Laws.

Section 3.16         Real Property .

(a)         Neither the Company nor any of its Subsidiaries owns any real property. Neither the Company nor any of its Subsidiaries is party to any agreement or option, to sell or purchase any real property.

(b)          Schedule 3.16(b) sets forth a true and complete list of each lease, license, sublease or similar occupancy agreement (each, a “ Real Property Lease ”) (showing the parties thereto and location) under which the Company or any of its Subsidiaries is lessee, sublessee or licensee of, or holds, uses or operates, any real property owned by any third Person (the “ Leased Real Property ”). The Real Property Leases are valid, binding, and in full force and effect and free and clear of all Encumbrances, other than Permitted Real Property Encumbrances. Neither the Company nor any of its Subsidiaries has collaterally assigned, transferred or pledged any interest in any of the Real Property Leases.

(c)         Neither the whole nor any part of the Leased Real Property is subject to any pending suit for condemnation or other taking by any public authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. Except as set forth on Schedule 3.16(c) , the Company has not leased, subleased, licensed, or otherwise granted to any Person the right to use or occupy any portion of the Leased Real Property. To the Knowledge of the Company, all buildings, structures, facilities and improvements located on the Leased Real Property, including buildings, structures, facilities and improvements which are under construction (collectively, “ Improvements ”) comply in all material respects with all applicable Requirements of Laws. To the Knowledge of the Company, the Improvements are in all material respects (A) in good operating condition and repair (ordinary wear and tear excepted) and (B) sufficient for continued use in the manner in which they are presently being used.

Section 3.17         Business Intellectual Property .

(a)         The Company or one of its Subsidiaries owns, or has a valid right to use, all of the Business Intellectual Property, free and clear of all Encumbrances other than Permitted Encumbrances.

(b)         Except as set forth in Schedule 3.17(b) , the Business Intellectual Property constitutes all material Intellectual Property in Use by, and necessary to the operation of, the Business as currently conducted, assuming receipt of the relevant consents, approvals and authorizations relating to the matters set forth in Schedule 3.4(b) .

(c)         The manufacturing, use and sale of the products and services of the Business as currently conducted do not materially infringe upon or misappropriate the Intellectual Property of any third party.

(d)         Except as set forth in Schedule 3.17(d) , to the Knowledge of the Company, no Person is engaging in any activity that infringes in any material respect upon the Owned Intellectual Property, except for any such infringements that do not materially impair the ability of the Company or any of its Subsidiaries to operate the Business as currently conducted.

(e)         Except as set forth in Schedule 3.17(e) , none of the Company or its Subsidiaries has received any material claim or notice from any Person within the past three (3) years alleging that the operation of the Business by the Company or any of its Subsidiaries infringes upon any Intellectual Property of any third Person in any manner. There are no material infringement suits, actions or proceedings pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries with respect to any Business Intellectual Property Used by, and necessary to the operation of, the Business as currently conducted.

(f)           Schedule 3.17(f) sets forth a true and complete list of: (i) all Registrable Intellectual Property included within the Owned Intellectual Property, in each case listing, as applicable, (A) the name of the current owner of record, (B) the jurisdiction where the application/registration is located and (C) the application or registration number; and (ii) all material Software included within the Owned Intellectual Property.

(g)          Schedule 3.17(g)(i) sets forth a true and complete list of all License Agreements pursuant to which any interest in, or any right to use or exploit any material Business Intellectual Property, has been granted to the Company or any of its Subsidiaries (excluding any off-the-shelf shrinkwrap, clickwrap or commercially available Software. Schedule 3.17(g)(ii) sets forth a true and complete list of all License Agreements pursuant to which any material interest in, or any material right to use or exploit any Owned Intellectual Property, has been granted by the Company or any of its Subsidiaries to third parties.

(h)         Neither the Company nor any of its Subsidiaries has granted to any third Person any exclusive rights under any Owned Intellectual Property.

(i)          The Company and its Subsidiaries have taken all steps reasonably necessary (but in no event less than reasonable practices in the industry in which the Company operates) to maintain the confidentiality of the Trade Secrets of the Company and its Subsidiaries and other confidential Business Intellectual Property. Except as set forth on Schedule 3.17(i) , to the Knowledge of the Company, no material misappropriation, unauthorized disclosure or use of the Trade Secrets of the Company or any of its Subsidiaries and other confidential Business Intellectual Property has occurred or is expected to occur. No Trade Secrets of the Company or any of its Subsidiaries or other material Business Confidential Information is authorized to be disclosed to any employee, consultant, independent contractor or third Person other than pursuant to a non-disclosure agreement that adequately protects the proprietary interests of Company and its Subsidiaries.

(j)          All current and former Associates of the Company or any of its Subsidiaries who contributed to the development of any Owned Intellectual Property have executed valid and enforceable agreements in a form provided to Coty pursuant to which such Associates have acknowledged the “work for hire” status of any such Owned Intellectual Property such Person may develop or may have developed during his, her or its employment or engagement (or, if such a “work for hire” acknowledgment is not present or would not be legally effective, by which such Person has effectively assigned to the Company

or one if its Subsidiaries, all of his, her or its rights in and to such Owned Intellectual Property). No current or former Associate of the Company is, to the Knowledge of the Company, in breach of or default under any Contract based on or with respect to any such agreement.

(k)          None of the Company Software contains any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” or “worm” (as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing, any of the following functions: (i) disrupting, disabling, harming or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed; or (ii) accessing, damaging or destroying any data or file without the user’s consent. None of the Company Software contains any “back doors” or other undocumented access mechanism allowing unauthorized access to, viewing of, manipulation of, or modification or other changes to, any Company Software or Company IT Systems.

(l)           None of the Company Software: (i) contains any bug, defect, or error that adversely materially affects the use, functionality, or performance of such Company Software or any product or system containing or used in conjunction with such Company Software; or (ii) fails to materially comply with any applicable warranty or other contractual commitment relating to the use, functionality, or performance of such Company Software or any product or system containing or used in conjunction with such Company Software.

(m)         No source code for any Company Software has been delivered, licensed or made available to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or one of its Subsidiaries. Neither the Company nor any of its Subsidiaries have any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or would reasonably be expected to, result in the delivery, license or disclosure of the source code for any Company Software to any other Person. No Person has, or shall have, in connection with or as a result of the transactions contemplated by this Agreement, any right to lease, license, purchase or otherwise obtain any source code for any Company Software or any Owned Intellectual Property.

(n)          Schedule 3.17(n)(i) accurately identifies and describes: (A) each material item of Open Source Code that is contained in, distributed with or used in the development of the Company Software or from which any part of any Company Software is derived; (B) the Company Software to which each such item of material Open Source Code relates; (C) the applicable license for each such item of material Open Source Code; (D) whether each such item of material Open Source Code has been modified by or for the Company or any of its Subsidiaries; and (E) whether such modifications have been distributed or made available to any third party. Schedule 3.17(n)(ii) sets forth a list of Intellectual Property that the Company of any of its Subsidiaries or any of their service providers has contributed to an open source project or made available under an open source license.

(o)          Neither the Company nor any of its Subsidiaries have used Open Source Code in such a way that (A) creates or purports to create any obligations for any the Company or any of Subsidiaries with respect to any Company Software or Owned Intellectual Property, or (B) grants or purports to grant to any third Person any rights or immunities under any Owned Intellectual Property. The Company and its Subsidiaries are in compliance with all terms and conditions of all licenses for Open Source Code set forth on Schedule 3.17(n)(i) (including all requirements relating to notices and making Open Source Code available to third parties).

(p)          All Company IT Systems are configured in accordance with and perform in material compliance with reasonable security standards in the industry in which the Company operates and applicable Requirements of Law. Neither the Company’s or its Subsidiaries’ operation and maintenance of any Company IT System nor the running and updating of the computer programs developed by the Company or any of its Subsidiaries are dependent on any individual employee or third Person and such operation and maintenance and running and updating can be carried out by any skilled computer technician or expert. All Company IT Systems are sufficient for the current operation of the Business and no errors or defects that have not been fully remedied have been discovered therein. Neither the Company nor any of its Subsidiaries is in breach of any Contract related to Company IT System or to the Knowledge of the Company no event has occurred that may constitute a breach of any Contract related to any Company IT Systems.

(q)          Neither the Company nor any of its Subsidiaries has ever been a member or promoter of, or a contributor to, any industry standards body, standards setting organization or similar organization that could require or obligate the Company or any of its Subsidiaries to grant or offer to any other Person any license or right to any Owned Intellectual Property. No government, university, research institute, or other organization has sponsored any research of the Company or any of its Subsidiaries or been involved with or otherwise sponsored any development of any material Owned Intellectual Property, or has any claim of right to or ownership of or other Encumbrance on any such Owned Intellectual Property. No research and development conducted by or on behalf of Company or any of its Subsidiaries was performed by a graduate student, university employee, or employee of any Governmental Body, university, or research institute.

Section 3.18          Privacy and Information Security . Except as set forth on Schedule 3.18:

(a)           Except as would not, individually or in the aggregate, reasonably be expected to result in a material liability to the Company and its Subsidiaries, the Company and each of its Subsidiaries currently have, and since December 31, 2013 have had, adequate and appropriate security measures and safeguards in place to protect all information collected, used, or stored by the Company or any of its Subsidiaries that, alone or in combination with other information, relates to a specific, identifiable individual person, including individual names, social security numbers, payment card information, telephone numbers, home addresses, driver’s license numbers, account numbers, email addresses, account passwords, Internet Protocol (IP) addresses or other personally identifiable information regulated by applicable privacy or data protection or information security laws (“ Personal Information ”) from illegal or unauthorized access, use or compromise by its personnel or third parties, including appropriate policies and procedures to ensure compliance with applicable privacy and/or information security laws (“ Security Measures ”). Any Personal Information stored or retained by the Company or any of its Subsidiaries is and has been stored in compliance in all material respects with the Security Measures, and any identified material vulnerabilities to Security Measures have been remediated.

(b)          The Company and each of its Subsidiaries is currently, and since December 31, 2013 has been, in compliance in all material respects with the applicable Payment Card Industry Data Security Standards (“ PCI-DSS ”). The Company has for each of the previous three (3) years obtained and maintained annual certifications of compliance with PCI-DSS.

(c)          Other than as disclosed in Schedule 3.18 or except as would, individually or in the aggregate, reasonably be expected to result in a material liability to the Company and its Subsidiaries, since December 31, 2013, the Company and its Subsidiaries have not received written notice of, and there has been no, unauthorized access to or other compromise to the security or integrity of any computers, computer software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines, or other information technology equipment, and associated documentation used by

or on behalf of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any processor or service provider of the Company or any of its Subsidiaries or any data stored thereon (including any Trade Secrets or Personal Information) (a “ Data Breach ”). Except as would, individually or in the aggregate, reasonably be expected to result in a material liability to the Company and its Subsidiaries, since December 31, 2013, to the Knowledge of the Company, there have been no facts or circumstances that would require the Company or any of its Subsidiaries to give notice to any customers or other similarly situated individuals of any actual or perceived Data Breach pursuant to any applicable Requirements of Law. Neither the Company nor any of its Subsidiaries and, to the Knowledge of the Company, any processor or client of the Company or any of its Subsidiaries has received a “common point of purchase”, “point of compromise” or similar notice, letter or inquiry relating to the security of payment card information at the Company or any of its Subsidiaries.

(d)          The Company is in compliance in all material respects with all privacy and data security policies that are used by the Company or any of its Subsidiaries with regard to the collection and use of personally identifiable information and all applicable Requirements of Law relating to data, the collection and use of data, personally identifiable information, and faxes and e-mail (e.g., spam) and marketing, telemarketing or text messages, including the Telephone Consumer Protection Act, the Telemarketing Sales Rule, and the CAN SPAM Act.

(e)           Neither the Company nor any of its Subsidiaries is subject to any material contractual requirements or privacy policies that, following the Closing, would prohibit the Company, NewCo or any of their respective Affiliates from receiving or using Personal Information in the manner in which the Company and its Subsidiaries receive and use such Personal Information prior to the Closing.

(f)           Except as would not, individually or in the aggregate, reasonably be expected to result in a material liability to the Company and its Subsidiaries, neither the Company nor any of its Subsidiaries (i) has received any written notice of any claims or been charged with the violation of any privacy or information security Requirements of Law, or (ii) is, to the Knowledge of the Company, under investigation with respect to any violation of any privacy or information security Requirements of Law or applicable privacy policies.

Section 3.19          Product Liability . Except as set forth on Schedule 3.19 :

(a)           The Company and each of its Subsidiaries are, and since December 31, 2013 have been, in compliance in all material respects with all Food and Drug Requirements of Law (including with any notification or registration requirements).  Since December 31, 2013, neither the Company nor any of its Subsidiaries has received written notice of, and there is no pending, or to the Knowledge of the Company, threatened action, suit, proceeding, injunction or investigation against the Company or any of its Subsidiaries by, any Governmental Body or other Person asserting a material lack of compliance with any Food and Drug Requirements of Law.

(b)           Since December 31, 2013, the Company and each of its Subsidiaries has been in compliance in all material respects with the applicable facility registration and listing provisions of, and have prepared and maintained all records, studies and other documentation needed to comply in all material respects with the requirements of, the United States Food and Drug Administration (including any successor regulatory agency, the “ FDA ”) and other Governmental Bodies for their current business activities relating to their products. Since December 31, 2013, neither the Company nor any of its Subsidiaries has made any material false statements in, or material omissions from, any applications, approvals, reports or other submissions made to the FDA or any other Governmental Body or in any other records and documentation prepared or maintained by the Company or any of its Subsidiaries solely for compliance with the requirements of the FDA or other Governmental Bodies relating to their products.

(c)          Neither the Company nor any of its Subsidiaries is subject to any warranty obligation (other than implied warranties arising under Requirements of Law) with respect to any of their respective products or services. Since December 31, 2013, no report of any problems or defects involving any product of the Company or any of its Subsidiaries has been required to be filed with any Governmental Body under applicable Requirements of Law, and neither the Company nor any of its Subsidiaries has received written notice of any citation, decision, adjudication or written statement by any Governmental Body or consent decree stating that any product of the Company or any of its Subsidiaries is unsafe or fails to meet safety standards promulgated by any Governmental Body. Since December 31, 2013, neither the Company nor any of its Subsidiaries has voluntarily recalled, suspended, or discontinued manufacturing any product, nor has the Company or any of its Subsidiaries received any written notice since December 31, 2013 from any Governmental Body that such Governmental Body has commenced or threatened to initiate any action to withdraw approval, restrict sales or marketing, or request a recall of, any product or that such Governmental Body has commenced or threatened to initiate any action to enjoin or place restrictions on the production of any product.

Section 3.20          Related Parties . Except as set forth on Schedule 3.20 , none of (i) the Unit Holders, D. Maxfield or any of their respective Affiliates, or (ii) any employee, officer, director or independent contractor of the Company or any of its Subsidiaries or any of their respective Affiliates (each, a “ Related Party ”), in each case, directly or indirectly (a) owes any amount to the Company or any of its Subsidiaries other than for ordinary course purchases of products of the Company and its Subsidiaries (nor do the Company or any of its Subsidiaries owe any amount to any Related Party, other than compensation owed to employees or Presenters for services performed in the ordinary course of business), (b) owns any material property or right, tangible or intangible, that is used by the Company or any of its Subsidiaries (provided that in the case of Related Parties who are solely employees or independent contractors of the Company or any of its Subsidiaries, the representation and warranty in this clause (b) is made to the Knowledge of the Company), or (c) other than employment Contracts set forth in the Disclosure Schedules and Contracts entered into with Presenters in the ordinary course of business, is a party to any Contract with the Company or any of its Subsidiaries (any such Contract, a “ Related Party Agreement ”).

Section 3.21          Insurance . Schedule 3.21 contains, for the current policy year, a list of all insurance policies which are maintained by the Company or any of its Subsidiaries or which name the Company or one of its Subsidiaries as an insured, including self-insurance programs and those which pertain to the Company’s or any of its Subsidiaries’ assets, employees or operations. All such insurance policies are in full force and effect and the applicable limits under such policies have not been exhausted, all premiums that are due and payable prior to the date of this Agreement with respect thereto have been paid, and neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company, oral notice of cancellation, denial of coverage or nonrenewal of any such insurance policies.

Section 3.22          Material Suppliers . Schedule 3.22 sets forth an accurate and complete list, for the fiscal year ended December 31, 2015, of the top ten (10) suppliers by dollar amount of purchases made by the Company and its Subsidiaries, taken as a whole (the “ Material Suppliers ”). Since January 1, 2016, neither the Company nor any of its Subsidiaries has received written or, to the Knowledge of the Company, oral notice from any Material Supplier indicating that such supplier (a) intends to terminate any of its existing Contracts with the Company or any of its Subsidiaries, or (b) intends to renegotiate pricing or adversely change any other material terms of its business relationship with the Company or any of its Subsidiaries, other than price negotiations in the ordinary course of business consistent with past practice. Neither the Company nor any of its Subsidiaries are engaged in any material dispute with any Material Supplier.

Section 3.23

(a)         Anti-Corruption; International Trade; Anti-Money Laundering. The Company and its Subsidiaries have at all times complied with, and are currently in compliance with, the Foreign Corrupt Practices Act of 1977 (the “ FCPA ”) and any other applicable anti-corruption Requirements of Law. None of the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, or, to the Knowledge of the Company, independent contractors or representatives acting on behalf of the Company or any of its Subsidiaries, has offered, authorized, made, paid or received, directly or indirectly, any bribes, kickbacks or other similar payments or offers or transfers of value, regardless of form or amount, in connection with obtaining or retaining business or to secure an improper advantage to or from any Person. Neither the Company nor any of its Subsidiaries has (i) used, or authorized the use of, money or anything of value in relation to any unlawful payment or secret or unrecorded fund or (ii) made any false, fictitious or misleading entries in its books and records relating to the same. The Company and each of its Subsidiaries have in place adequate controls and systems reasonably designed to ensure compliance with the FCPA and other applicable anti-corruption Requirements of Law. Except as set forth on Schedule 3.23(a) , no director, officer or employee of the Company or any of its Subsidiaries has been an official of any foreign Governmental Body, an official of a foreign political party or a candidate for political office in any foreign country. Neither the Company nor any of its Subsidiaries is, or has been, under administrative, civil, or criminal investigation, indictment, suspension, debarment, or audit (other than a routine contract audit) by any Governmental Body, in connection with alleged or possible violations of the FCPA or any other applicable anti-corruption Requirements of Law.

(b)         None of the Company, any of its Subsidiaries or any of their respective directors, officers, employees, independent contractors or representatives is, or is owned, controlled by or, since December 31, 2013, has done business with, any Person that is: (i) the target of any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or any other relevant Governmental Body (collectively, “ Sanctions ”), or (ii) located, organized or resident in a country or territory that is, or whose government is the target of, Sanctions, including, currently, Crimea, Cuba, Iran, North Korea, Sudan and Syria. Neither D. Maxfield nor any of the Unit Holders will, directly or indirectly, use the proceeds of the transactions contained herein, or lend, contribute or otherwise make available such proceeds to any Person: (x) to finance activities or business of or with any Person, or in any country or territory that, at the time of such funding, is, or whose government is, the target of Sanctions, or (y) in any other manner that would result in a violation of Sanctions by any Person. The Company and each of its Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Company, each of its Subsidiaries and their respective Associates with all applicable Requirements of Law concerning or relating to Sanctions or money laundering or any financial record keeping and reporting requirements related thereto (collectively, the “ Anti-Money Laundering Laws ”). The Company, each of its Subsidiaries and their respective directors, officers, employees and, to the Knowledge of the Company, representatives are, and since December 31, 2013 have been, in compliance in all material respects with Sanctions and Anti-Money Laundering Laws.

Section 3.24          Financial Advisors . Except for Morgan Stanley, none of the Company, any of its Subsidiaries or any Person on their behalf has made an agreement with any Person who is or may be entitled to, a broker’s commission, finder’s fee, investment banker’s fee or similar payment for arranging the transactions contemplated hereby or introducing the parties to each other.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF COTY

As an inducement to the Unit Holders, the Trust Owners and D. Maxfield to enter into this Agreement and to consummate the transactions contemplated hereby, Coty and NewCo represent and

warrant to each Unit Holder, each Trust Owner and D. Maxfield as of the date hereof and as of the Closing as follows:

Section 4.1            Organization . Each of Coty Parent and Coty US is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. NewCo is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Coty Parent, Coty US and NewCo has all requisite corporate or limited liability company power and authority (as applicable) to own, operate or lease its assets and properties and to conduct its business as currently conducted and is duly qualified to do business, and is in good standing, in each jurisdiction in which the operation of its business makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to materially delay or materially adversely affect such Person’s ability to perform and comply with this Agreement or any of the Ancillary Agreements or to consummate the transactions contemplated by this Agreement or any of the Ancillary Agreements. NewCo has no operations, assets, liabilities or obligations, except for those arising in connection with the transactions contemplated by this Agreement. NewCo has no employees.

Section 4.2            Ownership of Equity Securities .

(a)          All of the issued and outstanding Equity Securities of NewCo are validly issued, fully paid, nonassessable and owned by Coty US, free and clear of all Encumbrances (other than restrictions on transfer under applicable securities Requirements of Laws).

(b)          Except as set forth on Schedule 4.2(b) , NewCo has not granted any options, warrants, calls, rights or Contracts of any character that require NewCo to issue or sell Equity Securities of NewCo, and there are no Equity Securities of NewCo outstanding requiring, or which upon conversion or exchange would require, the issuance of any Equity Securities of NewCo, or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase Equity Securities of NewCo. Except as set forth in Schedule 4.2(b) , NewCo is not a party to any voting trust or other Contract with respect to the voting, redemption, sale, transfer or other disposition of the Equity Securities of NewCo. There are no equity appreciation rights, phantom equity or similar rights in existence with respect to NewCo. Upon consummation of the Contribution, NewCo will issue to the Continuing Unit Holders good and marketable title to the Equity Consideration, free and clear of all Encumbrances (other than restrictions on transfer under applicable securities Requirements of Laws), such that Coty US will own sixty percent (60%), and the Continuing Unit Holders will collectively own forty percent (40%), of the issued and outstanding Class A NewCo Membership Interests immediately following the Contribution.

Section 4.3            Authority; No Conflict .

(a)           Each of NewCo, Coty Parent and Coty US has the requisite power and authority to execute, deliver and perform this Agreement and each of the Ancillary Agreements to which it is or will be a party. The execution, delivery and performance by each of NewCo, Coty Parent and Coty US of this Agreement and the Ancillary Agreements to which such Person is a party have been duly authorized and approved by such Person’s sole member or board of directors, as the case may be, and do not require any further authorization or consent of such Person, its sole member, board of directors or stockholders, as the case may be. This Agreement has been duly authorized, executed and delivered by each of NewCo, Coty Parent and Coty US, and (assuming the valid authorization, execution and delivery of this Agreement by the other parties hereto) is the legal, valid and binding obligation of such Person enforceable in accordance with its terms, and each of the Ancillary Agreements to which such Person is or will be a party has been duly authorized by it and upon execution and delivery by such Person will be

(assuming the valid authorization, execution and delivery by the other party or parties thereto) a legal, valid and binding obligation of such Person enforceable in accordance with its terms, subject, in the case of this Agreement and each of the Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles.

(b)          Except as set forth in Schedule 4.3(b) , neither NewCo’s nor Coty’s execution and delivery of this Agreement or any of the Ancillary Agreements nor NewCo’s nor Coty’s consummation of any of the transactions contemplated hereby or thereby nor NewCo’s nor Coty’s compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will:

(i)            assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Schedule 4.3(b)(ii) , result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights, or result in the creation or imposition of any Encumbrance upon any assets of NewCo or Coty or the Equity Securities of NewCo, under (1) the Organizational Documents of NewCo or Coty, (2) any Contract to which Coty or NewCo is party, (3) any Order to which NewCo or Coty is a party or by which NewCo or Coty is bound, or (4) any Requirements of Law affecting NewCo or Coty, other than, in the case of clauses (2) , (3) or (4) above, any such breaches, defaults, rights, loss of rights or Encumbrances that, individually or in the aggregate, would not reasonably be expected to materially delay or materially adversely affect such Person’s ability to perform and comply with this Agreement or any of the Ancillary Agreements or to consummate the transactions contemplated by this Agreement or any of the Ancillary Agreements, or

(ii)            require the approval, consent, authorization or act of, or the making by NewCo or Coty of any declaration, filing or registration with, any Person, except (1) in connection or in compliance with the provisions of the HSR Act, (2) as set forth on Schedule 4.3(b)(ii) , and (3) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to materially delay or materially adversely affect such Person’s ability to perform and comply with this Agreement or any of the Ancillary Agreements or to consummate the transactions contemplated by this Agreement or any of the Ancillary Agreements.

Section 4.4           Litigation . There are no lawsuits, actions, suits, proceedings or investigations pending, or, to the Knowledge of Coty, threatened that are reasonably likely to prohibit or restrain the ability of NewCo or Coty to enter into this Agreement or any of the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby.

Section 4.5           Financial Capability . At the Closing, NewCo and Coty will have sufficient immediately available funds in U.S. dollars to enable NewCo to pay the Estimated Cash Consideration and all other fees, costs, expenses or other amounts incurred by NewCo and Coty in connection herewith, and to permit NewCo and Coty to perform in a timely manner each of their obligations under this Agreement and the Ancillary Agreements and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, in each case in accordance with the terms and subject to the conditions herein.

Section 4.6           Financial Advisors . None of NewCo, Coty or any Person on their behalf has made an agreement with any Person who is or may be entitled to a broker’s commission, finder’s fee,

investment banker’s fee or similar payment for arranging the transactions contemplated hereby or introducing the parties to each other.

Section 4.7            Investment Representation . The Company Units are being acquired by NewCo for its own account, and not with a view to, or for the offer or sale in connection with, any public distribution or sale of the Company Units or any interest in them. NewCo has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of its investment in the Company Units, and NewCo is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Company Units. NewCo acknowledges that the Equity Consideration has not been registered under the Securities Act, or any state securities Requirements of Law, and understands and agrees that it may not sell or dispose of any of the Company Units except pursuant to a registered offering in compliance with, or in a transaction exempt from, the registration requirements of the Securities Act and any other applicable state, foreign or federal securities Requirements of Law.

Section 4.8           Investigation . Each of Coty and NewCo acknowledges that each of Coty and NewCo is relying on the representations and warranties set forth in this Agreement and the Ancillary Agreements and its own investigation and analysis in entering into the transactions contemplated hereby. Each of Coty and NewCo is knowledgeable about the industries in which the Company and its Subsidiaries operate and is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and is able to bear the substantial economic risk of such investment for an indefinite period of time. Each of Coty and NewCo has been afforded full access to the books and records, facilities and personnel of the Company and its Subsidiaries for purposes of conducting a due diligence investigation of the Company and its Subsidiaries.

ARTICLE V
ACTIONS PRIOR TO THE CLOSING

Section 5.1            Conduct of the Business .

(a)           Except as expressly required or permitted by this Agreement or required by Requirements of Law or as consented to in writing by Coty US (such consent not to be unreasonably withheld, conditioned or delayed), D. Maxfield covenants and agrees that, from the date hereof until the Closing, he shall cause the Company and each of its Subsidiaries to, and the Company agrees that it shall and shall cause each of its Subsidiaries to, operate and carry on, the business and operations of the Company and its Subsidiaries only in the ordinary course and consistent in all material respects with past practices. Consistent with the foregoing, except as expressly required or permitted by this Agreement or by Requirements of Law or as consented to in writing by Coty (such consent not to be unreasonably withheld, conditioned or delayed), from the date hereof until the Closing, D. Maxfield shall cause the Company and each of its Subsidiaries to, and the Company shall and shall cause each of its Subsidiaries to, use commercially reasonable efforts consistent with past practice to keep and maintain the assets of the Company and its Subsidiaries in good operating condition and repair and use their respective commercially reasonable efforts to maintain the business organization of the Company and its Subsidiaries intact, preserve the business operations of the Company and its Subsidiaries and to preserve the goodwill of the suppliers, licensors, employees, independent contractors, customers, Presenters, distributors and others having business relations with the Company or any of its Subsidiaries.

(b)          Notwithstanding Section 5.1(a) , except as expressly required or permitted by this Agreement or required by Requirements of Law or except as set forth on Schedule 5.1(b) or as consented to in writing by Coty (such consent not to be unreasonably withheld, conditioned or delayed), between the

date hereof and the Closing, D. Maxfield shall cause the Company and each of its Subsidiaries not to, and the Company agrees that it shall not and shall cause its Subsidiaries to not prior to the Closing:

(i)             amend any of the Organizational Documents of the Company or any of its Subsidiaries;

(ii)            issue, sell or transfer any Equity Securities of the Company or any of its Subsidiaries or any options, warrants, calls, rights (including preemptive rights) or commitments of any character relating to the issuance, sale, transfer, purchase or redemption of any of the Equity Securities of the Company or any of its Subsidiaries;

(iii)           reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any Equity Securities of the Company or any of its Subsidiaries, or make any other change with respect to their capital structures;

(iv)          adopt a plan of complete or partial liquidation, or authorize or undertake a dissolution, consolidation, restructuring, recapitalization or other reorganization;

(v)           declare, set aside, make or pay any dividends or other distributions (whether in cash, stock, property or otherwise) with respect to any of the Equity Securities of the Company or any of its Subsidiaries (other than to a Company or any wholly-owned Subsidiary of the Company); provided , that the Company and its Subsidiaries may declare, set aside, make or pay cash dividends and cash distributions so long as the aggregate cash in the Company and its Subsidiaries equals or exceeds $10,000,000, as of the Closing;

(vi)          amend, modify or terminate any Material Contract, or enter into any Contract that would be considered a Material Contract if in effect as of the date hereof, in each case other than in the ordinary course of business consistent with past practices in respect of any Contract that constitutes a Material Contract, or would constitute a Material Contract if in effect as of the date hereof, pursuant to Section 3.14(a)(viii) , 3.14(a)(x) , 3.14(a)(xi) , 3.14(a)(xii) or 3.14(a)(xiii) (so long as (A) in the case of a modification or amendment to such a Material Contract in effect as of the date hereof, such modification or amendment does not modify or amend in a manner adverse to the Company any provisions that would make it a Material Contract under Section 3.14(a)(iv) and (B) in the case of the entry into a Contract, such Contract does not contain any provisions described in Section 3.14(a)(iv) );

(vii)         (A) sell, lease, license, exchange, transfer, assign or otherwise dispose of any assets having a value in excess of $250,000 individually or in the aggregate, or impose or suffer to exist any Encumbrance upon any such assets (other than Permitted Encumbrances), of the Company or any of its Subsidiaries, in each case except for sales of inventory in the ordinary course of business consistent with past practice or (B) sell, lease, license, exchange, transfer, assign or otherwise dispose of, or mortgage, pledge or otherwise subject to an Encumbrance (other than Permitted Encumbrances) or permit to lapse, any material Owned Intellectual Property, other than expirations in accordance with respective statutory terms;

(viii)        develop or implement discount or promotion activities outside of those offered in the ordinary course of business consistent with past practice;

(ix)           merge with, enter into a consolidation agreement with or acquire the Equity Securities of any Person, or acquire any substantial portion of the assets or business of any Person, or otherwise acquire any assets with a value in excess of $250,000 individually or in the

aggregate, other than the acquisitions of assets in the ordinary course of business consistent with past practice;

(x)           cancel or compromise any Indebtedness other than for fair value and in the ordinary course of business;

(xi)          commence or settle any action, suit, proceeding or investigation, other than such settlements in the ordinary course of business that (A) are only for money damages of less than $250,000 individually and $1,000,000 in the aggregate, (B) include a full release of the Company and its Affiliates and (C) do not include any admission of wrong-doing;

(xii)         incur any Indebtedness for borrowed money other than draws on the Company’s credit facilities described in Schedule 5.1(b)(xii) in the ordinary course of business consistent with past practice;

(xiii)        terminate any insurance policy maintained by the Company or its Subsidiaries and pertaining to the assets, operations or employees of the Company, any of its Subsidiaries or the Business;

(xiv)         permit any Permit to be cancelled or lapse;

(xv)         make any capital expenditure or commitment for any capital expenditure other than (A) capital expenditures in the amounts contemplated by the budget provided by the Company to Coty prior to the date hereof, (B) capital expenditures in the ordinary course of business not in excess of $200,000 in the aggregate, and (C) purchases of inventory in the ordinary course of business;

(xvi)         adopt, enter into, modify or terminate any Company Benefit Plan (or any arrangement that would be a Company Benefit Plan if in effect as of the date hereof) other than modifications in the ordinary course of business consistent with past practice that do not increase (other than immaterial increases) the amount of compensation or benefits to any employee of the Company or any of its Subsidiaries or otherwise increase (other than immaterial increases) the costs of such Company Benefit Plans to the Company and its Subsidiaries;

(xvii)        modify the compensation or benefits of any employee or independent contractor of the Company or any of its Subsidiaries (including through the exercise of discretion under any Company Benefit Plan), other than as expressly permitted or contemplated by this Agreement, required by the terms of a Company Benefit Plan or in the ordinary course of business consistent with past practice to the extent such modifications do not result in any increase in costs (other than immaterial increases in the aggregate) to the Company and its Subsidiaries;

(xviii)       recognize any labor union or enter into or modify any Collective Bargaining Agreement, other than as required by law;

(xix)         terminate without cause the employment of any officer or employee, or any engagement with any independent contractor, of the Company or any of its Subsidiaries who is paid more than $250,000 on an annual basis, or remove any director;

(xx)          except as otherwise required by applicable Requirements of Law, make any material election, or adopt any material accounting method on any Tax Return that is

inconsistent with elections made or accounting methods used in preparing or filing similar Tax Returns in prior periods (including elections or accounting methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date to the extent such election or method is inconsistent with elections made or methods used in preparing or filing similar Tax Returns in prior periods);

(xxi)         settle or otherwise compromise any material claim relating to Taxes other than the payment of Taxes owed in the ordinary course of business consistent with past practice, enter into any closing agreement or similar agreement relating to Taxes, otherwise settle any dispute relating to Taxes, or request any ruling or similar guidance with respect to Taxes;

(xxii)        make any material change in any method of accounting other than changes required by GAAP or applicable Requirements of Law; or

(xxiii)       enter into any agreement to take any actions specified in this Section 5.1(b) .

Section 5.2           Access to Information . From the date hereof until the Closing, upon reasonable prior notice and subject to applicable Requirements of Law, the Company shall and shall cause each of its Subsidiaries to, (a) afford the officers, employees and authorized representatives of Coty with reasonable access, during normal business hours, to the offices, employees, properties, books and records of the Company and each of its Subsidiaries as Coty may from time to time reasonably request, and (b) furnish to the officers, employees and authorized representatives of Coty such additional financial and operating data and other information regarding the assets, properties, goodwill and business of the Company and each of its Subsidiaries as Coty may from time to time reasonably request; provided , however , that (i) such investigation shall not unreasonably interfere with any of the business or operations of the Company and its Subsidiaries; (ii) Coty shall not be entitled to conduct any invasive sampling or testing with respect to the properties of the Company and its Subsidiaries; and (iii) the Company and its Subsidiaries shall not be required to provide access to any information to the extent doing so would result in the loss of any attorney-client or any other legal privilege (provided that the Company and its Subsidiaries shall use their commercially reasonable efforts to find a method to provide such information in a manner that would not result in the loss of such privilege).

Section 5.3            Notification of Certain Matters . Prior to the Closing, each of the parties hereto shall promptly notify the other parties in writing of (a) any actions, suits, proceedings or investigations that are instituted against such party or its Affiliates seeking to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement, or (b) any claim by any Person that such Person’s consent is required in connection with the transactions contemplated by this Agreement or any Ancillary Agreement; provided , however , that, for the avoidance of doubt, the delivery of any notice pursuant to this Section 5.3 shall not limit or otherwise affect the remedies available to the parties hereunder.

Section 5.4            Regulatory and Other Authorizations; Consents .

(a)          Prior to the Closing, each of the parties hereto shall use its commercially reasonable efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Bodies that are necessary for its execution and delivery of, performance of its obligations pursuant to, and consummation of the transactions contemplated by, this Agreement and the Ancillary Agreements and (ii) avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have

the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement.

(b)         If not previously made, each party agrees to make promptly any filing that may be required with respect to the transactions contemplated by this Agreement under any antitrust or competition Requirements of Law or by any antitrust or competition Governmental Body. The fees associated with such filings shall be borne forty percent (40%) by the Unit Holders, on the one hand, and sixty percent (60%) by Coty, on the other hand.

(c)          Prior to the Closing, each party shall promptly notify the other parties of any oral or written communication it receives from any Governmental Body relating to the matters that are the subject of this Agreement, permit the other parties to review in advance any communication proposed to be made by such party to any Governmental Body and provide the other parties with copies of all correspondence, filings or other communications between them or any of their representatives, on the one hand, and any Governmental Body or members of its staff, on the other hand (subject to appropriate redactions to protect any privileged or commercially sensitive information). Prior to the Closing, no party to this Agreement shall agree to participate in any meeting or discussion with any Governmental Body in respect of any such filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Body, gives the other parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement and Section 6.3, the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information (subject to appropriate redactions to protect any privileged or commercially sensitive information) and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the HSR Act and any similar Requirements of Law.

(d)         Prior to the Closing, each party shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the transactions contemplated by this Agreement under the HSR Act and any similar Requirements Law in any other relevant non-United States jurisdiction. Each party to this Agreement agrees to cooperate to obtain any other consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.

(e)          Prior to the Closing, each party shall use commercially reasonable efforts to fulfill, and shall reasonably cooperate with each other to fulfill, as soon as reasonably practicable the conditions specified in ARTICLE VII to the extent that the fulfillment of such conditions is within its, his or her control. In connection with the foregoing, prior to the Closing, each party hereto will (a) execute and deliver the Ancillary Agreements and (b) comply with all applicable Requirements of Laws in connection with its execution, delivery and performance of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby.

(f)          Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require, or be construed to require, Coty or any of its Affiliates to proffer to, or agree to, sell, license or dispose of or hold separate and agree to sell, license or dispose of before or after the Closing, any assets, businesses, or interest in any assets or businesses of Coty, the Company or any of its or their respective Affiliates (or to consent to any sale, license, or disposition, or agreement to sell, license or dispose, any assets or businesses by any of the Unit Holders, the Company or any of its Subsidiaries); and the Unit Holders, Aspen Sub, D. Maxfield, the Company and its Subsidiaries shall not take or agree to take on any such action without Coty’s prior written consent.

Section 5.5            Consents of Third Parties . During the period from the date hereof until the Closing Date, Coty shall provide reasonable cooperation to the Company and its Subsidiaries in attempting to obtain the consents, approvals and waivers contemplated by this Section 5.5 . The Company shall use commercially reasonable efforts in attempting to obtain, before the Closing Date, the consents, approvals and waivers in respect of the transactions contemplated by this Agreement set forth on Schedule 5.5 , in each case in form and substance reasonably satisfactory to Coty; provided , that none of the Company, any of the Company’s Subsidiaries, the Units Holders, NewCo or Coty shall have any obligation to offer or pay any consideration in order to obtain any such consents, approvals or waivers; provided , further , that the Unit Holder Parties shall not make any agreement or understanding adversely affecting the Company Units or the operation of the Company or any of its Subsidiaries, or the Business as a condition for obtaining any such consents, approvals or waivers except with the prior written consent of Coty, which shall not be unreasonably withheld, conditioned or delayed.

Section 5.6            Termination of Related Party Agreements . Prior to the Closing, the Company shall and shall cause its Subsidiaries to take such actions (which shall be reasonably satisfactory to Coty) as necessary so that (a) the Related Party Agreements (other than those set forth on Schedule 5.6 and any confidentiality or invention assignment agreement, or any confidentiality or invention assignment provision in any other Contracts, between the Company or any of its Subsidiaries, on the one hand, and any Related Party, on the other hand, in each case in favor of the Company or any of its Subsidiaries) shall be terminated and of no further force or effect effective as of the Closing, with no payments owed by the Company or any of its Subsidiaries after the Closing and with the Company and its Subsidiaries free of any and all Liabilities related thereto after the Closing, and (b) all accounts payable and other Liabilities of the Company and each of its Subsidiaries to any Related Party (other than (x) Liabilities for indemnification or advancement or reimbursement of expenses to which the current or former directors and officers of the Company or of any of its Subsidiaries may be entitled pursuant to the Company’s or any of its Subsidiaries’ Organizational Documents and (y) Liabilities for compensation, benefits or expense reimbursement owed to employees of the Company or any of its Subsidiaries in the ordinary course of business) are terminated effective as of the Closing with no payments owed by the Company or any of its Subsidiaries and with the Company and its Subsidiaries free of any and all Liabilities related thereto. If following the Closing, NewCo discovers that any such accounts payable or Related Party Agreements have not been terminated, the Unit Holders and D. Maxfield shall, at the request of NewCo, take all actions reasonably necessary to cause the termination thereof.

Section 5.7            Transfer Restrictions . During the period prior to the Closing: (a) the Unit Holders shall not transfer, assign, pledge, encumber or dispose of any Equity Securities of the Company; (b) each Trust Owner shall not, and shall cause his, her or its Applicable Trust to not, transfer, assign, pledge, encumber or dispose of any Equity Securities of the Company; (c) the Majority Unit Holder shall not (i) issue any Equity Securities or any rights or Contracts exercisable or exchangeable for, or convertible into, Equity Securities of the Majority Unit Holder or (ii) transfer, assign, pledge, encumber or dispose of any Equity Securities of Aspen Sub; (d) D. Maxfield shall not transfer, assign, pledge, encumber or dispose of any Equity Securities of the Majority Unit Holder; (e) the trustees of the CRT shall not, and shall cause the CRT to not, transfer, assign, pledge, encumber or dispose of any Equity Securities of the Company; and (f) except to effect the Second Contribution in accordance with the terms of this Agreement, Aspen Sub shall not issue any Equity Securities or any rights or Contracts exercisable or exchangeable for, or convertible into, Equity Securities of the Aspen Sub.

Section 5.8            Other Employment Agreements . During the period from the date hereof until the Closing Date, Coty and D. Maxfield shall use commercially reasonable efforts to cause each of Matthew Cooley, Jamon Jarvis and Tori Poulter to each enter into an employment agreement with NewCo on terms reasonably satisfactory to Coty (which terms may include non-competition and non-solicitation covenants no less favorable to NewCo than those contained in the Employment Agreements).

Section 5.9           Pre-Closing Cash Contribution . Prior to the Closing, in order to fund the Cash Consideration, Coty US or Coty Parent (as determined by Coty Parent) shall contribute sufficient funds to NewCo to pay the Cash Consideration and, in exchange for such contribution, NewCo shall issue 600 Class A Membership Interests to Coty US, provided that in lieu of making such contribution, Coty US or Coty Parent (as determined by Coty Parent) may elect to make the payments contemplated by Article I directly on behalf of NewCo.

Section 5.10           280G Matters . The Company shall use commercially reasonable efforts to, as soon as administratively practicable after the date hereof (and in no event less than five (5) Business Days prior to the Closing Date) obtain waivers from each individual, if any, who may otherwise receive a “parachute payment” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), of any amounts or benefits that would constitute “parachute payments” in connection with the transactions contemplated by this Agreement.  After obtaining such waivers, and in no event less than three (3) Business Days prior to the Closing Date, the Company shall submit to all its equity holders who hold voting rights for approval, by such number of equity holders as is required pursuant to Section 280G(b)(5)(B) of the Code, any payments and/or benefits that the Company and Coty reasonably determine may, individually or in the aggregate, constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code.  The Company shall provide Coty, prior to execution by such individuals or submission to the Company’s equity holders, as applicable, copies of all material documents prepared by or on behalf of the Company in connection with this Section 5.10 and shall provide Coty with a reasonable opportunity to review and provide comments on such documents, and the Company shall consider any such comments in good faith.

Section 5.11          Younique Disc Corporation . The Company shall take all actions necessary so that as of the Closing there is no cash or cash equivalents in Younique Disc Corporation in excess of ordinary course operating needs of Younique Disc Corporation.  Prior to Closing the Company shall reasonably consult with Coty regarding its actions to comply with this covenant, shall provide Coty and its representatives with reasonable access to the books and records and other information of the Company to permit Coty to verify the Company’s compliance with this covenant and shall deliver to Coty  at Closing a certificate executed by a duly authorized representative that it has complied with the first sentence of this covenant.

ARTICLE VI
ADDITIONAL AGREEMENTS

Section 6.1             Certain Restrictive Covenants . During the period from the Closing Date through the date that is five (5) years following the Closing Date (the “ Restricted Period ”), Aspen Sub, the Unit Holders (other than Unit Holders who are an Applicable Trust and the CRT) and D. Maxfield (each, a “ Restricted Party ”) shall not, directly or indirectly, as agent, employee, consultant, distributor, representative, stockholder, principal, manager, partner or in any other capacity, employ or engage, or recruit or solicit for employment or engagement (as a consultant or otherwise) any employee or any Presenter (solely in the case of a Presenter, for a cosmetics or dermatology business using direct sales similar to that of the Company or any of its Subsidiaries) of NewCo, the Company or any of its Subsidiaries (provided that (i) the solicitation of such employees through the use of general solicitations, including through media advertisements, job boards or employment search firms in the ordinary course of business that are not targeted at such employees, or (ii) the solicitation and hiring of such employees or Presenters who have ceased to be employed or retained by NewCo, the Company or its Subsidiaries for at least six (6) months prior to such solicitation and/or hiring, shall be deemed not to violate the foregoing provisions). The period of time during which the restrictions set forth in this Section 6.1 will be in effect

will be extended for a given Restricted Party by the length of time during which such Restricted Party is in breach of the terms of those provisions as determined by any court of competent jurisdiction.

Section 6.2            Restrictions on Competition and Interference . During the Restricted Period, none of the Restricted Parties shall, directly or indirectly, whether as agent, employee, officer, director, consultant, distributor, representative, stockholder, manager, partner or otherwise, in the Restricted Area, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, that engages in the Business (a “ Restricted Business ”); provided , however , that the restrictions contained in this Section 6.2 shall not restrict the acquisition of less than five percent (5%) of the outstanding Equity Securities of any publicly traded company engaged in a Restricted Business; provided , further , however , that the restrictions contained in this Section 6.2 shall not prohibit or limit any Minority Unity Holder or D. Maxfield from performing his or her duties as an employee of NewCo, the Company or any of its Subsidiaries. As used herein, “ Restricted Area ” shall mean each state, country, province, territory or other jurisdiction throughout the world in which the Company or any of its Subsidiaries currently operates or conducts the Business or has any business plan to operate or conduct the Business.

(a)          The period of time during which the restrictions set forth in this Section 6.2 will be in effect will be extended for a given Restricted Party by the length of time during which such Restricted Party is in breach of the terms of those provisions as determined by any court of competent jurisdiction.

(b)          The parties hereto acknowledge and agree that the restrictions contained in Sections 6.1 and 6.2 are reasonable (including as to scope, time and area), not unduly restrictive of each applicable Restricted Party’s rights, supported by adequate consideration and necessary protection of the immediate interests of Coty and NewCo, and any violation of these restrictions may cause immediate and irreparable injury to Coty and NewCo for which there may be no adequate monetary damages. In addition, the parties hereto acknowledge and agree that the restrictions contained in Sections 6.1 and 6.2 are essential elements of this Agreement and that, but for these restrictions, Coty and NewCo would not have agreed to enter into this Agreement and the transactions contemplated hereby, and each Restricted Party agrees not to challenge the validity or importance of such restrictions. If any court determines that any provision of Sections 6.1 or Section 6.2 is unenforceable, such court will have the power, and is hereby requested in such event, to reduce the duration or scope of such provision, as the case may be, or terminate such provision until, in such reduced form, such provision shall be enforceable. It is the intention of the parties hereto that the foregoing restrictions shall not be terminated, unless so terminated by a court, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to apply only with respect to the operation of Section 6.1 or Section 6.2 , as the case may be, in the jurisdiction of the court that has made the adjudication.

(c)          Notwithstanding the foregoing, the parties hereto agree that none of the restrictions contained in this Section 6.2 shall apply to Unit Holders who are Applicable Trusts or the CRT.

Section 6.3           Business Confidential Information . Coty and NewCo acknowledge that the information being provided to them in connection with the consummation of the transactions contemplated by this Agreement is subject to the terms and conditions of the Confidentiality Agreement. The parties hereto hereby acknowledge and agree that, effective upon, and only upon, the Closing, the Confidentiality Agreement shall be deemed terminated and of no further force or effect. Each of the Unit Holders, Aspen Sub and D. Maxfield understands and acknowledges that such Person has had access to and has learned (a) information proprietary to the Company and its Subsidiaries, including Intellectual

Property, policies and strategies, details of customer and consultant contracts, operations methods, product development techniques, business plans and all other confidential information with respect to the business of the Company and its Subsidiaries, (b) other confidential or proprietary information of the Company and its Subsidiaries obtained by such Person prior to the Closing, including the terms of this Agreement and the Ancillary Agreements, and (c) other confidential or proprietary information of the Company, its Subsidiaries, NewCo, Coty or their respective Affiliates obtained by such Person pursuant to the terms of this Agreement and the Ancillary Agreements (collectively, the “ Business Confidential Information ”).  Each of the Unit Holders, Aspen Sub and D. Maxfield hereby agrees that, upon the terms and subject to the conditions set forth herein, until the five (5) year anniversary of the Closing Date, such Person (i) will keep confidential all Business Confidential Information, and (ii) will not, directly or indirectly, disclose any Business Confidential Information to any third Person or use any Business Confidential Information in any way, in each case other than, in the case of D. Maxfield or any of the Minority Unit Holders, for the benefit of Coty, NewCo, the Company or its Subsidiaries in performance of such Person’s duties as an officer or employee of NewCo, the Company or any of its Subsidiaries.  The restrictions contained in this Section 6.3 shall not apply to any information which (x) is at the Closing Date or thereafter becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by any Unit Holder, Aspen Sub or D. Maxfield in violation of this Agreement or a breach by any other Person of any legal or contractual obligation known to the Unit Holder, Aspen Sub or D. Maxfield (as applicable), (y) is required to be disclosed by applicable Requirements of Law, provided, that, in such event, the Unit Holder, Aspen Sub or D. Maxfield (as applicable) shall use reasonable efforts if permitted by Requirements of Law to give reasonable advance notice of such requirement to Coty to enable Coty, NewCo, the Company or any of its Subsidiaries to seek a protective order or other appropriate remedy with respect to such permitted disclosure, or (z) becomes available to the Unit Holder, Aspen Sub or D. Maxfield (as the case may be) on a non-confidential basis from a source other than the Company or any of its Subsidiaries, provided that such source is not known to the Unit Holder, Aspen Sub or D. Maxfield (as applicable) to be bound by a confidentiality agreement to NewCo, the Company or any of its Subsidiaries. Pursuant to the Defend Trade Secrets Act of 2016, each of the Unit Holders, Aspen Sub and D. Maxfield understand that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (b) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.

Section 6.4           Release . Each Unit Holder, Aspen Sub and D. Maxfield will be deemed to, and hereby does, effective as of the Closing, release and forever discharge the Company, each of its Subsidiaries and each of their respective successors, heirs and assigns from any and all Liabilities, Encumbrances, sums of money, accounts and judgments whatsoever, at law or in equity, either in contract or in tort, whether known or unknown, on account of, arising out of or relating to any act, omission or commitment of any kind or character whatsoever occurring prior to the Closing, including the calculation and payment of any and all amounts due to any Unit Holder prior to the Closing (including accrued and unpaid distributions or other payments arising out of or related to a Unit Holder’s acquisition or ownership of Equity Securities of the Company); provided , however , that such claims shall not include claims arising out of this Agreement or any Ancillary Agreement, rights to indemnification or advancement or reimbursement of expenses to which the current or former directors and officers of the Company or of any of its Subsidiaries may be entitled pursuant to the Company’s or any of its Subsidiaries’ Organizational Documents, or claims for compensation, benefits and expense reimbursement in the ordinary course of business in such Unit Holder’s capacity as an employee of the Company or any of its Subsidiaries. For the avoidance of doubt, each Unit Holder, the Company and D. Maxfield (in his, her or its individual capacity and on behalf of his, her or its Affiliates, Associates and successors and permitted assigns) hereby irrevocably waives any restriction on transfer, right of first refusal, right of first offer or similar right (including any and all rights set forth in the Operating

Agreement) in respect of the transactions contemplated by this Agreement and hereby consents to the transfer of the Company Units contemplated hereby and admission of NewCo as the sole member of the Company effective upon the Closing.

Section 6.5            Financial Information; Inventory .

(a)           Prior to Closing, the Company shall provide Coty and NewCo with monthly financial statements of the Company prepared in the ordinary course of business. In addition to the foregoing, prior to Closing, the Company shall provide financial information with respect to the Company and its Subsidiaries that is reasonably required, and reasonable cooperation, to assist Coty in complying with its obligations under the rules and regulations of the Securities and Exchange Commission with respect to the transactions contemplated by this Agreement and the Ancillary Agreements and with respect to the Company and its Subsidiaries, including by providing Coty and NewCo with (i) unaudited financial statements of the Company for the three-month and six-month periods ended December 31, 2016 and (ii) audited financial statements of the Company for the fiscal year ended December 31, 2016, in each case by March 1, 2017.

(b)          The Company and its Subsidiaries have identified certain items of inventory that are required to be written off as obsolete in accordance with GAAP as set forth and described more fully on Schedule 6.5(b) .  The appropriate journal entries to effect such write-offs shall be made by the Company and reflected in full in the financial statements of the Company for the fiscal year of the Company ended December 31, 2016.  No later than five (5) Business Days prior to the Closing, the Company shall provide Coty with a certificate of the Chief Financial Officer of the Company certifying that the Company has effected such write-offs.  The Company shall provide such other information relating to such write-offs as Coty may reasonably request.

Section 6.6           Source Code Audit . Prior to the Closing, promptly following Coty US’s reasonable request, the Company shall use commercially reasonable efforts to promptly provide Black Duck Software, Inc., for its review, with a complete and accurate copy of the most recent version of the source code for all Company Software that is part of, or distributed by or for the Company or any of its Subsidiaries in conjunction with or for use with, any product or service of the Business. The Company shall provide commercially reasonable cooperation, as and to the extent reasonably requested by Coty US, in connection with Coty’s review and analysis of the report prepared by Black Duck Software, Inc. based on its review of such source code. It is understood and agreed by the parties hereto that neither the completion of the analysis of the Company Software by Black Duck Software, Inc., nor Coty’s satisfaction with the results of such analysis, is a condition to closing (except that compliance with this covenant and the results of such analysis may be taken into account in determining whether the condition to closing in Section 7.2 are satisfied).

Section 6.7           Second Contribution . Immediately following the Closing, (a) the Continuing Unit Holders and Aspen Sub shall, and D. Maxfield shall cause the Majority Unit Holder to, contribute the Equity Consideration to Aspen Sub, and, in exchange, Aspen Sub shall, and D. Maxfield shall cause Aspen Sub to, issue (i) 328.196 Class A-1 Membership Interests of Aspen Sub to the Majority Unit Holder, which shall represent all of the issued and outstanding voting rights and 82.049% of the economic rights of Aspen Sub, and (ii) 71.804 Class A-2 Membership Interests of Aspen Sub collectively to the Continuing Minority Unit Holders (with each such Continuing Minority Unit Holder receiving the number of Class A-2 Membership Interests of Aspen Sub set forth opposite his or her name on Schedule 6.7 ), which shall represent none of the issued and outstanding voting rights and 17.951% of the economic rights of Aspen Sub and (b) the Continuing Unit Holders, Aspen Sub, D. Maxfield and Coty shall enter into the Amended and Restated Limited Liability Company Agreement of Aspen Sub in the form set forth on Exhibit L (such transactions and the execution and delivery of such agreement, collectively, the

“ Second Contribution ”). The Second Contribution shall be effected pursuant to contribution agreements to be agreed to in good faith by and between Coty, the Continuing Unit Holders and Aspen Sub.

Section 6.8           Certain Matters . The Company shall perform the covenants set forth on Schedule 6.8 of this Agreement.

ARTICLE VII
CONDITIONS TO CLOSING

Section 7.1           Conditions to Obligations of the Unit Holder Parties . The obligations of the Unit Holder Parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, as of the Closing, of each of the following conditions:

(a)          Representations and Warranties; Covenants . There shall not have been any material breach by NewCo or Coty in the performance of any of their covenants and agreements herein; each of the representations and warranties of Coty set forth in (i) Sections 4.2 , 4.3(a) , 4.3(b)(i)(1) , 4.5 and 4.6 shall be true and correct in all respects as of the date hereof and as of the Closing Date as if made on and as of such date (except to the extent that such representations or warranties expressly relate to an earlier date or time, in which case as of such earlier date or time), (ii) the first two sentences of Section 4.1 shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if made on and as of the Closing Date (except to the extent that such representations or warranties expressly relate to an earlier date or time, in which case as of such earlier date or time), and (iii) Article IV (other than those referenced in the preceding clauses (i) and (ii) ), when read without any exception or qualification as to “material”, “in all material respects” or other forms of materiality, shall be true and correct as of the date hereof and as of the Closing Date as though made on the Closing Date (except to the extent that such representations or warranties expressly relate to an earlier date or time, in which case as of such earlier date or time), except where the failure of all such representations and warranties to be so true and correct would not have or reasonably be expected to have, individually or in the aggregate, prevent, materially delay or materially impede the performance by NewCo or Coty of its obligations under this Agreement or the consummation of the transactions contemplated hereby; and there shall have been delivered to the Unit Holder Representative a certificate to such effect, dated the Closing Date, signed on behalf of NewCo and Coty by a duly authorized officer thereof.

(b)          No Order . No Governmental Body shall have enacted, issued, promulgated, enforced or entered any Requirement of Law or Order, which is then in effect, preventing or prohibiting consummation of the transactions contemplated by this Agreement or any Ancillary Agreement or performance thereof (nor shall any proceeding by any Governmental Body seeking any such Order be pending).

(c)           Governmental and Regulatory Consents .

(i)             Any applicable waiting period (and any extension thereof) applicable to the transactions contemplated hereby under the HSR Act and all other applicable Antitrust Laws shall have expired or been earlier terminated and all Antitrust Law approvals from Governmental Bodies of competent jurisdiction shall have been obtained.

(ii)            All consents, approvals and authorizations set forth on Schedule 7.1(c)(ii) shall have been obtained.

(d)           Closing Deliveries . Upon the release of the signature of each other party thereto, the Ancillary Agreements shall be in full force and effect. The Unit Holder Representative shall have received the items to be delivered pursuant to Section 1.7 .

(e)           Second Contribution . Coty shall be ready, willing and able to execute and deliver the Aspen Sub Amended and Restated Limited Liability Company Agreement in accordance with Section 6.7 and shall have delivered to the Unit Holder Representative a certificate to that effect.

Section 7.2           Conditions to Obligations of NewCo and Coty . The obligations of NewCo and Coty to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction as of the Closing, of each of the following conditions:

(a)           Representations and Warranties; Covenants . There shall not have been any material breach by any of the Unit Holder Parties or the Unit Holder Representative in the performance of any of their covenants and agreements herein; each of the representations and warranties set forth in (i) Sections 2.1 , 2.2(a) , 2.2(b)(i)(1) , 2.3 , 2.5 , 3.2 , 3.3 , 3.4(a) , 3.4(b)(i)(1) , 3.6(b) , 3.24 shall be true and correct in all respects as of the date hereof and as of the Closing Date as if made on and as of such date (except to the extent that such representations or warranties expressly relate to an earlier date or time, in which case as of such earlier date or time), (ii) the first sentence of Section 3.1 , and Sections 3.8(b) , 3.11 and the Specified Software Representations, when read without any exception or qualification as to “material”, “in all material respects” or other forms of materiality or Company Material Adverse Effect, shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if made on and as of the Closing Date (except to the extent that such representations or warranties expressly relate to an earlier date or time, in which case as of such earlier date or time), and (iii) Articles II and III (other than those referenced in the preceding clauses (i) and (ii) ), when read without any exception or qualification as to “material”, “in all material respects” or other forms of materiality or Company Material Adverse Effect (other than those set forth in Section 3.14(a) , Section 3.14(b) (solely for purposes of the term “Material” in “Material Contract”), Section 3.17(f)(ii) , and Section 3.22 (solely for purposes of the term “Material” in “Material Supplier”)), shall be true and correct as of the date hereof and as of the Closing Date as though made on the Closing Date (except to the extent that such representations or warranties expressly relate to an earlier date or time, in which case as of such earlier date or time), except where the failure of all such representations and warranties to be so true and correct would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; and there shall have been delivered to Coty a certificate to such effect, dated the Closing Date, signed on behalf of the Unit Holders by the Unit Holder Representative.

(b)          No Order . No Governmental Body shall have enacted, issued, promulgated, enforced or entered any Requirement of Law or Order, which is then in effect, preventing or prohibiting consummation of the transactions contemplated by this Agreement or any Ancillary Agreement or performance thereof (nor shall any proceeding by any Governmental Body seeking any such Order be pending).

(c)          Governmental and Regulatory Consents .

(i)             Any applicable waiting period (and any extension thereof) applicable to the transactions contemplated hereby under the HSR Act and all other applicable Antitrust Laws shall have expired or been earlier terminated and all Antitrust Law approvals from Governmental Bodies of competent jurisdiction shall have been obtained.

(ii)            All consents, approvals and authorizations set forth on Schedule 7.2(c)(ii) shall have been obtained.

(d)          Third Party Consents . The Unit Holder Parties shall have received the consents, approvals and waivers specified on Schedule 7.2(d) , in each case in form and substance reasonably satisfactory to Coty.

(e)           Retention of Key Employees . The Employment Agreements shall be in full force and effect and, immediately prior to Closing, each of the Key Employees shall have delivered to Coty a certificate, in the form of Exhibit N .

(f)            Closing Deliveries . Upon the release of the signature of each other party thereto, the Ancillary Agreements shall be in full force and effect. Coty shall have received the items to be delivered pursuant to Section 1.6 .

(g)           Second Contribution . The Unit Holder Parties shall be ready, willing and able to effect the Second Contribution in accordance with Section 6.7 and shall have delivered to Coty US a certificate to that effect.

ARTICLE VIII
TAX MATTERS

Section 8.1            Liability for Taxes .

(a)           The Unit Holders shall be liable for and pay, and pursuant to Article X shall indemnify and hold the Coty Indemnified Parties harmless from and against any and all Losses and Expenses resulting from or in connection with income Taxes imposed on the Company or its Subsidiaries for any taxable year or period that ends on or before the Closing Date (a “ Pre-Closing Tax Period ”) and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date; provided , however , that the Unit Holders shall not be liable for any Tax liability to the extent such Tax liability is individually identified as a current liability and reflected in the Working Capital Amount.

(b)          For purposes of clause (a) , whenever it is necessary to determine the liability for Taxes of the Company or any Person with respect to the Company or its Subsidiaries for a Straddle Period, the determination of such Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit of or with respect to such Person for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of such Person were closed at the close of the Closing Date, provided , however , that exemptions, allowances, deductions or Taxes that are calculated on a periodic basis, such as property Taxes and depreciation deductions, shall be apportioned between such two taxable years or periods on a daily basis.

Section 8.2            Tax Cooperation . The Unit Holder Representative, on the one hand, and Coty, on the other hand, shall (and shall cause their respective Affiliates to) use commercially reasonable efforts to cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes. In particular, the Unit Holder Representative, on the one hand, and Coty, on the other hand, shall (and shall cause their respective Affiliates to) use commercially reasonable efforts to furnish or cause to be furnished to the other, upon written request, such information and assistance as is reasonably necessary for the filing of any Tax Return for the Pre-Closing Tax Period or any Straddle Period or otherwise relating to any of the payments to be made pursuant to this Agreement, for the making of any election relating to Taxes, for the

preparation for any audit, and for the prosecution or defense of any lawsuit, action, suit, proceeding or investigation relating to any adjustment or proposed adjustment with respect to Taxes, including making employees available, at the requesting party’s expense, on a mutually convenient basis to provide additional information and explanations of any material provided hereunder. Coty and the Unit Holder Representative shall retain all records with respect to Taxes pertaining to the Company for a period of at least seven (7) years following the Closing Date and shall give the other party reasonable written notice prior to transferring, destroying or discarding any such records, and allow such other party to take possession of such records. Coty and the Unit Holder Representative shall cooperate with each other in the conduct of any lawsuit, action, suit, proceeding or investigation relating to Taxes involving the Company.

Section 8.3            Preparation and Filing of Tax Returns .

(a)           The Unit Holder Representative shall, at the Unit Holders’ expense, timely prepare and file, or shall cause to be timely prepared and filed, all income or other similar Tax Returns (including any partnership return and applicable K-1s) of the Company and its Subsidiaries with respect to any Pre-Closing Tax Period (a “ Pre-Closing Tax Return ”); provided , that the Unit Holder Representative shall provide a copy of such Pre-Closing Tax Return to Coty a commercially reasonable period of time prior to the due date (including applicable extensions) of such Pre-Closing Tax Return, and the Unit Holder Representative shall consider in good faith any suggested changes; provided, further , that if such Pre-Closing Tax Return could have the effect of increasing the Tax liability of Coty for any tax period following the Closing Date, the filing of such Pre-Closing Tax Return shall be subject to Coty’s consent (not to be unreasonably withheld, conditioned, or delayed).

(b)          The Company or NewCo (as applicable) shall timely prepare and file, or shall cause to be timely prepared and filed, all other Tax Returns (including any partnership return and applicable K-1s) of the Company and its Subsidiaries consistently with and subject to the applicable provisions of the A&R LLC Agreement addressing the preparation and filing of post-Closing Tax Returns; provided , that the Company shall provide a copy of any income or other similar Tax Return with respect to any Straddle Period (a “ Straddle Tax Return ”) to the Unit Holder Representative a commercially reasonable period of time prior to the due date (including applicable extensions) of such Straddle Tax Return, and Coty shall consider in good faith any suggested changes; provided, further , that to the extent such Straddle Tax Return could have the effect of increasing the Tax liability or liability under this Agreement of any Unit Holder (or their direct or indirect owners), the filing of such Straddle Tax Return shall be subject to the Unit Holder Representative’s consent (not to be unreasonably withheld, conditioned, or delayed).

Section 8.4            Tax Contests .

(a)           The Unit Holder Representative shall have the right to control and Coty shall have the right to participate in (at its own expense), any audit, litigation, or other proceeding with respect to any Pre-Closing Tax Return and/or any Pre-Closing Tax Period (a “ Pre-Closing Tax Contest ”); provided that to the extent any settlement or compromise of a Pre-Closing Tax Contest would have the effect of increasing a Tax liability of the Company or any of its Subsidiaries or owners in a taxable period or portion thereof ending after the Closing Date, the Unit Holder Representative shall not settle such Pre-Closing Tax Contest without Coty’s prior written consent (not to be unreasonably withheld, conditioned, or delayed).

(b)           The Company or NewCo (as applicable) shall have the right to control and the Unit Holder Representative shall have the right to participate in (at its own expense), any audit, litigation, or other proceeding with respect to any Straddle Tax Return and/or any Straddle Tax Period (a “ Straddle

Tax Contest ”); provided that to the extent any settlement or compromise of a Straddle Tax Contest would have the effect of increasing a Tax liability of the Company or any of its Subsidiaries or owners in a taxable period or portion thereof beginning on or before the Closing Date, the Company or NewCo shall not settle such Straddle Tax Contest without the Unit Holder Representative’s prior written consent (not to be unreasonably withheld, conditioned, or delayed).

Section 8.5           Post-Closing Tax Actions . Without the prior written consent of the Unit Holder Representative (not to be unreasonably withheld, conditioned or delayed), Coty, the Company, the Company’s Subsidiaries, and their respective Affiliates will not refile or amend or permit the Company or its Subsidiaries to refile or amend any Pre-Closing Tax Return or Straddle Tax Return. After the date of this Agreement, none of Coty, the Company, or the Company’s Subsidiaries shall, without the written consent of the Unit Holder Representative (not to be unreasonably withheld, conditioned or delayed), (a) agree to waive or extend the statute of limitations relating to any Taxes of the Company or any of its Subsidiaries for a Pre-Closing Tax Period or the portion of a Straddle Period ending on or prior to the Closing Date, (b) make or change any Tax position, accounting method, or election with respect to, or that has retroactive effect to, any Pre-Closing Tax Period or the portion of a Straddle Period ending on or prior to the Closing Date of the Company or any of its Subsidiaries, or (c) voluntarily approach any taxing authority (or otherwise file Tax Returns where the Company and its Subsidiaries have not historically filed Tax Returns) with respect to any Pre-Closing Tax Period or the portion of a Straddle Period ending on or prior to the Closing Date of the Company or any of its Subsidiaries or the Taxes of the Company or any of its Subsidiaries attributable to a Pre-Closing Tax Period or the portion of a Straddle Period ending on or prior to the Closing Date.

Section 8.6           Closing Date Course of Business . For the portion of the Closing Date after the Closing, other than transactions expressly contemplated by this Agreement, Coty shall cause the Company and its Subsidiaries to carry on their business only in the ordinary course in the same manner as heretofore conducted.

Section 8.7           Tax Refunds . The Unit Holder Representative (on behalf of the Unit Holders) shall be entitled to receive from Coty, the Company, or its Subsidiaries, as applicable, all refunds (or credits for overpayments) of Taxes of the Company and its Subsidiaries (including any interest thereon) attributable to Pre-Closing Tax Periods and the portion of any Straddle Period ending on the Closing Date (including as a result of any deduction with respect to Transaction Expenses), provided that such amounts were not included in the Working Capital Amount. Promptly upon receipt of any such Tax refund or credits for overpayment and in no event later than ten (10) Business Days after receipt by Coty, the Company, or the Company’s Subsidiaries, Coty will, and will cause the Company or the applicable Subsidiary or Subsidiaries to, deliver and pay over, by wire transfer of immediately available funds, such Tax refunds and credits for overpayments (including any interest thereon) to the Unit Holder Representative for further distribution to the Unit Holders, net of any expenses and Losses incurred in obtaining the refund or credit. Upon a reasonable request from the Unit Holder Representative or the Unit Holders at their expense, Coty, the Company, or the Company’s Subsidiaries, as applicable shall cause any necessary filings to be made to receive any refund (or credit for overpayment) contemplated by this paragraph.

Section 8.8           Transaction Deductions . The parties agree that (a) all Transaction Deductions shall be allocated to the Unit Holders in respect of the Pre-Closing Tax Period and (b) all Transaction Deductions (and expenses giving rise to such Transaction Deductions) shall be treated as having been incurred by the Company, rather than any of the Company’s Subsidiaries, in each case, to the greatest extent permissible by applicable Requirements of Law.

Section 8.9           Transfer Taxes . Notwithstanding anything in this Agreement to the contrary, any transfer, value added, excise, stock transfer, stamp, recording, registration, or similar Taxes (collectively, “ Transfer Taxes ”) that become payable in connection with the transactions contemplated by this Agreement shall be borne 50% by the Unit Holders and 50% by Coty. The parties shall cooperate in filing such forms and documents as may be necessary to minimize or eliminate any such Transfer Taxes to the extent commercially reasonable.

Section 8.10         Allocation of Purchase Price . Within forty-five (45) days following the final determination of the Agreed Adjustments, the Unit Holder’s Representative shall prepare and deliver to the Coty an allocation of the Purchase Price (including, for the avoidance of doubt, assumed liabilities) amongst the assets of the Company (the “ Purchase Price Allocation ”). The Purchase Price Allocation shall be prepared in accordance with applicable Law, including in accordance with Sections 1060, 751 and 755 of the Code and the Treasury Regulations promulgated thereunder (and any similar Law, as appropriate), and the methodology set forth on Schedule 8.10 . The Purchase Price Allocation shall be final and binding on all Parties unless, within sixty (60) days after delivery thereof to Coty, Coty delivers a written notice to the Unit Holder’s Representative of its objections to the Purchase Price Allocation. The Unit Holder’s Representative and Coty shall use their reasonable efforts to resolve any disputed items specifically set forth in such written notice. If the Unit Holder’s Representative and Coty cannot come to mutual agreement on the Purchase Price Allocation, the matter shall be resolved in accordance with substantially identical procedures as set forth for the resolution of disputes in Section 1.5 , provided, that in resolving such dispute, the Accounting Firm shall be bound by the methodology set forth on Schedule 8.10 . If Coty does not timely object to the Purchase Price Allocation or if all disputed items are resolved in accordance with the foregoing sentence, then such Purchase Price Allocation, taking into account the final resolution of any such disputed items (the “ Final Allocation Schedule ”) shall be binding on all Parties for all Tax purposes. The Unit Holder’s Representative shall prepare and deliver to Coty from time to time revised copies of such Final Allocation Schedule so as to report any matters on the Final Allocation Schedule that need updating. None of the Unit Holder’s Representative, Coty, the Company, or any of the Company’s Subsidiaries shall, nor shall they permit their respective Affiliates to, take any position inconsistent with the Final Allocation Schedule on any applicable Tax Return; provided , however , that if the IRS (or comparable state, local or non-U.S. authority) makes an inconsistent determination with respect to such position in a final audit determination, a party shall be entitled to take an inconsistent position following the conclusion of such audit).

Section 8.11         Treatment of Indemnification Payments . The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for all purposes to be an adjustment to the purchase price paid hereunder, except as otherwise required by Requirements of Law.

ARTICLE IX
TERMINATION

Section 9.1           Termination . This Agreement may be terminated at any time prior to the Closing:

(a)         by the mutual written consent of Coty and the Unit Holder Representative;

(b)         by Coty, if (A) there has been a breach by any Unit Holder Party of any representation, warranty, covenant or agreement contained in this Agreement or if any representation or warranty of any Unit Holder Party shall have become untrue, in either case such that the conditions set forth in Section 7.2(a) would not be satisfied if the Closing were otherwise to occur as of the date of determination, and (B) such breach is not curable or, if capable of being cured, is not cured within thirty (30) days of Coty providing notice of such breach to the Unit Holder Representative; provided , however ,

that the right to terminate this Agreement under this Section 9.1(b) shall not be available to Coty if the Coty Parties are also in breach of any representation, warranty, covenant or agreement contained in this Agreement or if any representation or warranty of any Coty Party shall have become untrue, in either case such that the conditions set forth in Section 7.1(a) would not be satisfied if the Closing were otherwise to occur as of the date of determination;

(c)         by the Unit Holder Representative, if (A) there has been a breach by any Coty Party of any representation, warranty, covenant or agreement contained in this Agreement or if any representation or warranty of any Coty Party shall have become untrue, in either case such that the conditions set forth in Section 7.1(a) would not be satisfied if the Closing were otherwise to occur as of the date of determination, and (B) such breach is not curable or, if capable of being cured, is not cured within thirty (30) days of the Unit Holder Representative providing notice of such breach to Coty; provided , however , that the right to terminate this Agreement under this Section 9.1(c) shall not be available to the Unit Holder Representative if the Unit Holder Parties are also in breach of any representation, warranty, covenant or agreement contained in this Agreement or if any representation or warranty of any Unit Holder Party shall have become untrue, in either case such that the conditions set forth in Section 7.2(a) would not be satisfied if the Closing were otherwise to occur as of the date of determination;

(d)         by either Coty or the Unit Holder Representative in the event of the issuance of a final, non-appealable Order restraining or prohibiting the consummation of any material transaction contemplated by this Agreement;

(e)         by either Coty or the Unit Holder Representative if the Closing shall not have occurred on or prior to May 10, 2017 (the “ End Date ”); provided , however , that the right to terminate this Agreement under this Section 9.1(e) shall not be available to the Unit Holder Representative or Coty, as the case may be, if the Unit Holder Parties or the Coty Parties, as the case may be, have failed to fulfill any obligation under this Agreement and such failure shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date; or

(f)          by Coty if any of the Key Employees terminates his or her employment with the Company or notifies the Company that he or she intends to terminate his or her employment with the Company and such matter has not been cured prior to the End Date.

Section 9.2           Effect of Termination .

(a)         In the event of termination of this Agreement as provided in Section 9.1 , this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except (i) as set forth in this Section 9.2 or Sections 11.2 , 11.8 , 11.9 , 11.14 , in Exhibit A hereto or in the Confidentiality Agreement, which shall survive the termination of this Agreement in accordance with their terms, and (ii) that nothing herein shall relieve any party from liability for any willful breach hereof.

(b)         In the event that this Agreement is terminated by Coty or the Unit Holder Representative (i) pursuant to Section 9.1(d) as a result of an Order with respect to any Antitrust Law, or (ii) Section 9.1(e) , and all of the conditions to Closing set forth in Article VII (other than (A) the conditions set forth in Sections 7.2(b) relating to any Antitrust Law or approvals and 7.2(c) and (B) those other conditions that, by their nature, cannot be satisfied until the Closing Date, but, in the case of clause (B) , which conditions would be capable of satisfaction if the Closing Date were the date of such termination) and all of the conditions set forth in Section 7.1(b) and Section 7.1(c) (not relating to any Antitrust Law or approval) have been satisfied or waived on or prior to the date of such termination, then Coty shall promptly, but in no event later than three (3) Business Days after the date of such termination,

pay to the Company a fee of $18,000,000 (the “ Reverse Termination Fee ”), it being understood that in no event shall Coty or NewCo be required to pay the Reverse Termination Fee on more than one occasion. Any Reverse Termination Fee paid to the Company pursuant to this Agreement shall be paid by wire transfer of immediately available funds to an account or accounts designated in writing by the Company to Coty for such purpose. “ Antitrust Laws ” means the applicable requirements of antitrust, competition or other similar Requirements of Law in any jurisdiction.

(c)         The parties acknowledge that the agreements contained in this Section 9.2 are an integral part of the transactions contemplated by this Agreement, that in light of the difficulty of accurately determining actual damages with respect to the foregoing matters, the Reverse Termination Fee constitutes a reasonable estimate of the Losses that would be suffered if this Agreement or if the transactions contemplated hereby are otherwise abandoned or not consummated, and that without these agreements, the Company and the Unit Holders would not enter into this Agreement and that any amounts payable pursuant to this Section 9.2 constitute liquidated damages and do not constitute a penalty; accordingly, if Coty fails to promptly pay the amounts due pursuant to this Section 9.2 and, in order to obtain such payment, the Company commences a legal action that results in a judgment against Coty for any amounts due pursuant to this Section 9.2 , Coty shall pay to the Company its costs and expenses (including attorneys’ fees) in connection with such legal action, together with interest on the amount of such amount or portion thereof at the latest U.S. prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made.

(d)         Notwithstanding anything herein to the contrary, except in the case of a willful and material breach by Coty or NewCo of its obligations in Section 5.4 with respect to or relating to Antitrust Laws or approvals and other than the rights of the parties to specific performance pursuant to Section 11.14 prior to the valid termination of this Agreement, the Reverse Termination Fee (together with the reimbursement contemplated by Section 9.2(c) ) shall be the sole and exclusive remedy of the Company, Aspen Sub, D. Maxfield, the Unit Holders and their respective Affiliates against Coty, NewCo and their respective Affiliates and any of their respective former, current, or future stockholders, directors, officers, Affiliates or agents for any losses or damages of whatsoever nature suffered as a result of any breach by Coty or NewCo of its obligations in Section 5.4 with respect to or relating to Antitrust Laws or approvals, and upon payment of the Reverse Termination Fee (together with the reimbursement contemplated by Section 9.2(c) ) if and when due, (i) none of Coty, NewCo, their respective Subsidiaries or any of their respective former, current, or future stockholders, directors, officers, Affiliates or agents shall have any further Liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement in connection with such breach by Coty or NewCo, (ii) payment and receipt of the Reverse Termination Fee (together with the reimbursement contemplated by Section 9.2(c) ) shall extinguish any right of the Unit Holders and the Company, on behalf of itself and its Subsidiaries, to sue or pursue any claim for any such losses or damages against any of Coty, NewCo, their respective Affiliates, any of their respective former, current, or future stockholders, directors, officers, Affiliates or agents with respect to, in connection with or arising out of such breach by Coty or NewCo, and (iii) the Company shall terminate with prejudice any pending claims in litigation pursuing any such claim for such losses or damages commenced prior to receiving the Reverse Termination Fee with respect to, in connection with or arising out of such breach by Coty or NewCo. For purposes of this Section 9.2(d) , a “willful” breach shall mean the failure by Coty to take action with specific knowledge and belief that such action is required to be taken by Coty pursuant to Section 5.4 with respect to or relating to Antitrust Laws or approvals.

Section 9.3           Waiver . At any time prior to the Closing, any party hereto may, but shall not be required to (a) extend the time for the performance of any of the obligations or other acts of the other party hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any

document delivered pursuant hereto or (c) waive compliance with any of the agreements or conditions contained herein.

ARTICLE X
INDEMNIFICATION

Section 10.1          Indemnification by Unit Holders .

(a)          Subject to Sections 10.5 and 10.6 hereof, each Unit Holder (and, in the case of the Majority Unit Holder, D. Maxfield) shall, from and after the Closing, severally in accordance with such Unit Holder’s Percentage Obligation and not jointly, indemnify and hold the Coty Indemnified Parties harmless from and against any and all Losses (without duplication), and pay to the applicable Coty Indemnified Parties the amount of, any and all Losses based upon, resulting from or in connection with:

(i)             the failure of any of the representations or warranties made by the Company in Article III to be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made on and as of such date (except to the extent that such representations or warranties expressly relate to an earlier date or time, in which case as of such earlier date or time);

(ii)           any breach by the Company or the Unit Holder Representative of any of their respective covenants or agreements in this Agreement to be complied with prior to Closing, or any failure of the Company or the Unit Holder Representative to perform any of its respective obligations in this Agreement to be performed prior to Closing;

(iii)           (A) any income Taxes pursuant to Section 8.1 and (B) any matters listed on Schedule 3.11 provided that, in the case of item 3 on Schedule 3.11(c) , only for Losses in excess of $550,000;

(iv)          any claim by any officer, director or employee of the Company or any of its Subsidiaries for indemnification or advancement of expenses under the Organizational Documents of, or indemnification Contract with, the Company or any of its Subsidiaries to the extent relating to any breach or inaccuracy in any representation or warranty set forth in Articles II or III ; or

(v)           the matters listed on Schedule 10.1(a)(v) hereto.

(b)         Subject to Sections 10.5 and 10.6 , each of the Unit Holders (and, in the case of the Majority Unit Holder, D. Maxfield) shall, from and after the Closing, severally and not jointly, indemnify and hold the Coty Indemnified Parties harmless from and against (without duplication), and pay to the applicable Coty Indemnified Parties the amount of, any and all Losses based upon, resulting from or in connection with:

(i)            the failure of any of the representations or warranties made by such Unit Holder (and, in the case of the Majority Unit Holder, by D. Maxfield, and, in the case of any such Unit Holder that is also a Trust Owner, by such Unit Holder’s Applicable Trust) in Article II to be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made on and as of such date (except to the extent that such representations or warranties expressly relate to an earlier date or time, in which case as of such earlier date or time);

(ii)           any (A) breach by such Unit Holder (and, in the case of the Majority Unit Holder, by D. Maxfield, and, in the case of any such Unit Holder that is also a Trust Owner, such Unit Holder’s Applicable Trust) of any covenants or agreements in this Agreement, or any failure of such Unit Holder (and, in the case of the Majority Unit Holder, by D. Maxfield, and, in the case of any such Unit Holder that is also a Trust Owner, such Unit Holder’s Applicable Trust) to perform any of its obligations in this Agreement or (B) any transfer of Company Units made by such Unit Holder (and, in the case of the Majority Unit Holder, by D. Maxfield, and, in the case of any such Unit Holder that is also a Trust Owner, such Unit Holder’s Applicable Trust) in violation of Section 5.1 or 5.7 ; or

(iii)          any fraud by such Unit Holder (and, in the case of the Majority Unit Holder, D. Maxfield, and, in the case of any such Unit Holder that is also a Trust Owner, such Unit Holder’s Applicable Trust).

(c)         Coty shall use and shall cause the Coty Indemnified Parties to use their respective commercially reasonable efforts to mitigate and otherwise minimize any Loss to the extent required by applicable Requirements of Law upon and after becoming aware of any event which would reasonably be expected to give rise to Losses that may be indemnifiable under this Section 10.1 (it being understood and agreed that any reasonable out-of-pocket fees, costs or expenses incurred in connection with such mitigation shall themselves constitute Losses, to the extent the Losses mitigated would have been indemnifiable pursuant to this Article X ).

(d)         For purposes of this Article X , (i) Aspen Sub shall be deemed to be a Unit Holder and the indemnification obligations hereunder with respect to Aspen Sub shall be deemed to be obligations of D. Maxfield and the Majority Unit Holder and (ii) the indemnification obligations of the Majority Unit Holder shall also be indemnification obligations of D. Maxfield.

Section 10.2         Indemnification by Coty .

(a)         Subject to Section 10.6 , Coty hereby agrees, from and after the Closing, to indemnify and hold the Unit Holder Indemnified Parties harmless from and against (without duplication), and pay to the applicable Unit Holder Indemnified Parties the amount of, any and all Losses based upon, resulting from or in connection with:

(i)            the failure of any of the representations or warranties made by Coty or NewCo in Article IV to be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made on and as of such date (except to the extent that such representations or warranties expressly relate to an earlier date or time, in which case as of such earlier date or time);

(ii)           any breach by Coty of any of its covenants or agreements in this Agreement, or any failure of Coty to perform any of its obligations in this Agreement;

(iii)          any breach by NewCo of any of its covenants or agreements in this Agreement to be complied with prior to Closing, or any failure of NewCo to perform any of its obligations in this Agreement to be performed prior to Closing; or

(iv)          any fraud by Coty.

(b)         Each of the Unit Holders and D. Maxfield shall use and shall cause the Unit Holder Indemnified Parties to use their respective commercially reasonable efforts to mitigate and

otherwise minimize any Loss to the extent required by applicable Requirements of Law upon and after becoming aware of any event which would reasonably be expected to give rise to Losses that may be indemnifiable under this Section 10.2 (it being understood and agreed that any reasonable out-of-pocket fees, costs or expenses incurred in connection with such mitigation shall themselves constitute Losses, to the extent the Losses mitigated would have been indemnifiable pursuant to this Section 10.2 ).

Section 10.3          Survival .

(a)          The representations and warranties of the parties contained in this Agreement shall survive the Closing until the date that is fifteen (15) months following the Closing Date; provided , that (i) the Fundamental Representations shall survive the Closing indefinitely, (ii) the Specified Representations (other than those set forth in Section 3.11 (Taxes)) shall survive until the date that is three (3) years following the Closing, (iii) the Specified Representations set forth in Section 3.11 (Taxes), to the extent related to Taxes other than sales Taxes, shall survive until the date that is six (6) years following the Closing, and (iv) the Specified Representations set forth in Section 3.11 (Taxes), solely to the extent related to sales Taxes, shall survive until the expiration of their applicable statute of limitations (each, a “ Expiration Date ”). The covenants and agreements of the parties contained in this Agreement shall survive the Closing in accordance with their respective terms; provided , that such covenants and agreements that are by their nature to be performed at or prior to the Closing (“ Pre-Closing Covenants ”) shall survive the Closing until the date that is fifteen (15) months following the Closing Date. The Unit Holders’ obligations under Sections 10.1(a)(iv) and 10.1(a)(v) shall survive the Closing until the dates which are six (6) years and five (5) years following the Closing Date, respectively.

(b)         Notwithstanding any of the foregoing provisions to the contrary, the obligations for indemnification as provided under Sections 10.1(a)(i) , 10.1(b)(i) , 10.2(a)(i) 10.1(a)(ii) with respect to Pre-Closing Covenants, 10.1(b)(ii) with respect to Pre-Closing Covenants, and 10.1(a)(iii) through 10.1(a)(v) (and the related representations and warranties or covenants, as applicable) shall not terminate with respect to any Losses as to which the Person to be indemnified shall have given notice to the indemnifying party in accordance with Section 10.4(a) or Section 10.4(b) , as applicable, before the applicable Expiration Date or other date on which indemnification is otherwise provided to terminate pursuant to Section 10.3(a) .

Section 10.4          Indemnification Procedures .

(a)         A claim for indemnification for any matter not involving a claim or demand by a third Person against an indemnified party (a “ Third Party Claim ”) may be asserted by notice (which shall include reasonable detail regarding the claim and, if reasonably determinable, an estimate of the Losses thereunder) to (i) the Unit Holder Representative, in respect of a claim for which indemnification is sought under Section 10.1(a) , (ii) to the applicable Unit Holder, in respect of a claim for which indemnification is sought under Section 10.1(b) , and (iii) to Coty, in respect of a claim for which indemnification is sought under Section 10.2 , in each case prior to expiration of the applicable Expiration Date.

(b)         In the event of any Third Party Claim, the indemnified party subject to such claim shall promptly cause written notice of the assertion of such Third Party Claim of which it has knowledge (which shall include reasonable detail regarding the claim and, if reasonably determinable, an estimate of the indemnifiable Losses thereunder) to be forwarded to (i) the Unit Holder Representative, in respect of an Third Party Claim for which payment may be sought under Section 10.1(a) , (ii) the applicable Unit Holder, in respect of an Third Party Claim for which payment may be sought under Section 10.1(b) , and (iii) Coty, in respect of an Third Party Claim for which payment may be sought under Section 10.2 . The failure of the indemnified party (or the Unit Holder Representative, in the case

of a Third Party Claim for which payment may be sought under Section 10.2 ) to give reasonably prompt notice of any such Third Party Claim shall not release, waive or otherwise affect the indemnifying party’s obligations with respect thereto except to the extent that the indemnifying party is prejudiced as a result of such failure. The indemnifying party (or, in the case of an Third Party Claim for which payment may be sought under Section 10.1(a) , the Unit Holder Representative) shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party (or the Unit Holder Representative, in the case of a Third Party Claim for which payment may be sought under Section 10.2 ), and to assume control of, defend against, negotiate or otherwise deal with any Third Party Claim which relates to any Losses indemnified against by it hereunder. In the event that the indemnifying party assumes control of any Third Party Claim, the indemnified party shall reasonably cooperate with the indemnifying party. Notwithstanding the foregoing, the indemnifying party (or, in the case of a Third Party Claim for which payment may be sought under Section 10.1(a) , the Unit Holder Representative) shall not be entitled to assume control of a Third Party Claim and the indemnifying party shall pay the reasonable fees and expenses of counsel retained by the indemnified party if (A) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment or allegation, (B) the Third Party Claim seeks injunctive or other equitable relief as its primary remedy (provided that with respect to any claim pursuant to Section 10.1(a)(v) , six (6) months following the assertion of such injunctive or other equitable relief), or (C) the indemnifying party has not provided a written agreement to the indemnified party that the indemnifying party is responsible for any Losses arising from such Third Party Claim within thirty (30) days of its receipt of notice of the Third Party Claim (subject to the limitations set forth in Sections 10.5 and 10.6 and, with respect to material facts that the indemnifying party becomes aware of after the date of such written agreement that the indemnifying party reasonably determines would reasonably be expected to result in the indemnifying party not being obligated to indemnify the indemnified party with respect to such Third Party Claim, the other terms of this Agreement, provided that the indemnifying party must notify the indemnified party of such determination no later than 10 days after such determination). All reasonable expenses (including attorneys’ fees) incurred by the indemnified party in connection with the foregoing shall be paid by the indemnifying party. If the indemnifying party (or, in the case of a Third Party Claim for which payment may be sought under Section 10.1(a) , the Unit Holder Representative) elects to assume control of, defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against by it hereunder, it shall within thirty (30) days (or sooner, if the nature of the Third Party Claim so requires) notify the indemnified party (or the Unit Holder Representative, in the case of a Third Party Claim for which payment may be sought under Section 10.2 ) of its intent to do so and acknowledge in writing without qualification its indemnification obligation (subject to the limitations set forth in Sections 10.5 and 10.6 and, with respect to material facts that the indemnifying party becomes aware of after the date of such written agreement that the indemnifying party reasonably determines would reasonably be expected to result in the indemnifying party not being obligated to indemnify the indemnified party with respect to such Third Party Claim, the other terms of this Agreement, provided that the indemnifying party must notify the indemnified party of such determination no later than 10 days after such determination). If the indemnifying party (or, as applicable, the Unit Holder Representative) does not notify the indemnified party of its assumption of the defense of such Third Party Claim within such thirty-day period or elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against hereunder, the indemnified party (or the Unit Holder Representative, in the case of a Third Party Claim for which payment may be sought under Section 10.2 ) may defend against, negotiate, settle or otherwise deal with such Third Party Claim and its reasonable costs of doing so shall constitute Losses for purposes of Section 10.1 or 10.2 . If the indemnifying party (or, as applicable, the Unit Holder Representative) shall assume the defense of any Third Party Claim, the indemnified party (or the Unit Holder Representative, in the case of an Third Party Claim for which payment may be sought under Section 10.2 ) may participate, at his or its own expense, in the defense of such Third Party Claim; provided , however , that such Person shall be entitled to participate in any such defense with separate counsel at the expense of the

indemnifying party (but subject to Section 10.5 and 10.6 ) if (i) so requested by the indemnifying party (or, in the case of an Third Party Claim for which payment may be sought under Section 10.1(a) , the Unit Holder Representative) to participate or (ii) in the reasonable opinion of counsel to the indemnified party (or the Unit Holder Representative, in the case of a Third Party Claim for which payment may be sought under Section 10.2 ), a conflict or potential conflict exists between the indemnified party and the indemnifying party that would make such separate representation necessary; provided , further , that the indemnifying party shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all indemnified parties in connection with any Third Party Claim. Except as provided in Section 10.4(d) , neither the indemnifying party (including, in the case of a Third Party Claim for which payment may be sought under Section 10.1(a) , the Unit Holder Representative) nor the indemnified party (including the Unit Holder Representative, in the case of an Third Party Claim for which payment may be sought under Section 10.2 ) shall, without the written consent of the Unit Holder Representative or Coty (as applicable) (such consent not to be unreasonably withheld, conditioned or delayed), settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment unless the claimant and such party provide to such other party an unqualified release from all liability in respect of the Third Party Claim. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third party claimant, and the indemnifying party (or, in the case of an Third Party Claim for which payment may be sought under Section 10.1(a) , the Unit Holder Representative) notifies the indemnified party (including the Unit Holder Representative, in the case of Third Party Claim in for which payment may be sought under Section 10.2 ) in writing of such Person’s willingness to accept the settlement offer and issue a full release of both the indemnifying party and the indemnified party and, subject to the applicable limitations of Sections 10.5 and 10.6 , pay the amount called for by such offer, and the indemnified party (or, as applicable, the Unit Holder Representative) declines to accept such offer, the indemnified party (or the Unit Holder Representative, in the case of an Third Party Claim for which payment may be sought under Section 10.2 ) may continue to contest such Third Party Claim, free of any participation by the indemnifying party (or, as applicable, the Unit Holder Representative) at its own expense, and the amount of any ultimate liability with respect to such Third Party Claim that the indemnifying party has an obligation to pay hereunder shall be limited to the lesser of (A) the amount of the settlement offer that the indemnified party (or the Unit Holder Representative, in the case of an Third Party Claim for which payment may be sought under Section 10.2 ) declined to accept plus any other Losses of the indemnified party (or, as applicable, the Unit Holder Representative) relating to such Third Party Claim through the date of its rejection of the settlement offer or (B) the aggregate Losses of the indemnified party with respect to such Third Party Claim (but in any case, subject to Section 10.5 and 10.6 ).

(c)         After any final decision, judgment or award shall have been rendered by a Governmental Body of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at an agreement with respect to a claim for indemnification hereunder, the indemnified party shall forward to the indemnifying party notice of any sums due and owing by the indemnifying party pursuant to this Agreement with respect to such matter.

(d)         If the indemnifying party (or the Unit Holder Representative in the case of any indemnification sought under Section 10.2 ) has not responded to the indemnified party within 30 days of receipt of a claim for indemnification by the indemnified party delivered under Section 10.4(a) , then (a) the indemnified party may settle the Third Party Claim that is the subject of such notice without the consent of the indemnifying party and (b) the indemnifying party shall be deemed to have accepted such indemnification claim and, in the case of an indemnification claim other than a Third Party Claim, shall pay to the indemnified party the amount set forth therein (or, in the case of a Third Party Claim, resulting from such Third Party Claim) and any subsequent amounts which are incurred in connection with the matter set forth in such indemnification notice claim to the extent the possibility of such subsequent

amounts is described therein. If the indemnifying party disputes that it is required to indemnify the indemnified party with respect to such indemnification claim, then the indemnified party may pursue any remedies and rights available to it to resolve such indemnification claim, including commencing a legal proceeding against the indemnified party.

Section 10.5         Certain Limitations on Indemnification .

(a)         Notwithstanding the provisions of this Article X, the Unit Holders shall not have any indemnification obligations for Losses under Section 10.1(a)(i) or 10.1(b)(i) or, solely in respect of a breach of any Pre-Closing Covenant, Section 10.1(a)(ii) or 10.1(b)(ii) , (i) for any individual item, or group of items arising out of the same or series of similar facts, conditions or events, where the aggregate amount of Losses relating thereto is less than the Sub-Basket and, where the aggregate amount of Losses relating thereto is equal to or exceeds the Sub-Basket, the Coty Indemnified Parties shall be entitled to indemnification for the full amount of such individual item (or group of items as set forth above), subject to clause (ii) below, (ii) unless the aggregate amount of all Losses on a cumulative basis suffered by the Coty Indemnified Parties (excluding Losses which do not exceed the Sub-Basket as set forth in clause (i) above) exceeds the Deductible, and then only to the extent of such excess, and (iii) with respect to any environmental sampling, investigation, or corrective or remedial action except to the extent such sampling, investigation or action is required by Environmental Laws and then only to the extent such sampling, investigation, or action is reasonably necessary to attain compliance in a cost effective manner with Environmental Laws, assuming continued industrial use of the subject property and employing risk based standards and institutional controls where available. In no event shall the aggregate indemnification for which the Unit Holders are obligated under Sections 10.1(a)(i) and 10.1(b)(i) or, solely in respect of a breach of any Pre-Closing Covenant, Section 10.1(a)(ii) or 10.1(b)(ii) exceed the Cap. The limitations on indemnification set forth in this Section 10.5(a) shall not apply to Losses based upon or resulting from the failure of any of the Fundamental Representations of the Company or of the Unit Holders or the Specified Representations to be true and correct in all respects at and as of the date hereof and as of the Closing Date as if made as of such date (except to the extent that such representations or warranties expressly relate to an earlier date or time, in which case as of such earlier date or time); provided , that in no event shall the aggregate indemnification for which the Unit Holders are obligated under Section 10.1(a)(i) in respect of any breach or inaccuracy of the Specified Representations in Section 3.8(b) exceed the sum of $60,000,000 and the amount of Losses for which Coty Indemnified Parties are otherwise able to recover under the Cap. In no event shall the aggregate indemnification for which the Unit Holders are obligated under Section 10.1(a)(v) exceed the sum of $75,000,000 and the amount of Losses for which Coty Indemnified Parties are otherwise able to recover under the Cap. For purposes of this Agreement, “ Cap ” means $45,000,000, “ Deductible ” means $6,000,000 and “ Sub-Basket ” means $50,000.

(b)         Notwithstanding anything herein to the contrary, no Unit Holder shall be liable, other than with respect to fraud by such Unit Holder, for any amount in excess of the sum of (i) the Cash Consideration received by such Unit Holder and (ii) the Cash Consideration received by any Applicable Trust of which the Unit Holder is a Trust Owner, in each case pursuant to Article I .

(c)         No Coty Indemnified Party shall make any claim for indemnification under this Article X in respect of any amount to extent that it is reflected in and taken into account as a current liability in the calculation of the Final Cash Consideration or, if the Final Cash Consideration has not been determined, the Estimated Cash Consideration.

(d)         Notwithstanding anything in this Agreement to the contrary, the Coty Indemnified Parties shall not have any right to indemnification under Article X or otherwise under this Agreement with respect to the Tax Representations (other than the Company Partnership Representation)

or any Tax described in Section 8.1 to the extent such Losses or Taxes are (i) attributable to taxable periods (or portions thereof) beginning after the Closing Date; (ii) are due to the unavailability in any taxable period (or portion thereof) beginning after the Closing Date of any net operating losses, credits, or other Tax attribute from a Pre-Closing Tax Period; or (iii) are due to a breach of Section 8.6 .

Section 10.6          Calculation of Losses .

(a)          The indemnified party shall use commercially reasonable efforts to seek full recovery under all insurance policies any Losses to the same extent as they would if such Losses were not subject to indemnification hereunder; provided , that (i) the indemnified party shall in no event be required to (A) maintain any insurance policies, including any insurance policies that provided coverage for NewCo, the Company or any of its Subsidiaries prior to the Closing Date, or (B) assert, or threaten to assert, any action, suit or proceeding against any Person or take any other action that would reasonably be expected to have an adverse impact in any material respect on the relationship between such indemnified party and such other Person or any of their respective Affiliates and (ii) the indemnified party shall be permitted to make claims under this Article X and the indemnifying party shall be required to indemnify the indemnified party under this Article X irrespective of whether the indemnified party has sought recovery under any insurance policy. The amount of any Losses for which indemnification is provided under this Article X shall (i) be net of any amounts actually recovered by the indemnified party under insurance policies or otherwise with respect to such Losses (net of any expenses incurred in connection with such recovery) and (ii) be net of any amounts recovered by the indemnified party from other Collateral Sources. If amounts are recovered from a Collateral Source after an indemnifying party makes a payment to or on behalf of an indemnified party pursuant to this Article X, the net proceeds thereof shall promptly be remitted to the indemnifying party that made such payment up to the amount of the indemnification payment made by the applicable indemnifying party (less any costs to recover from such Collateral Source). The parties acknowledge and agree that no right of subrogation to any rights of any party hereunder shall accrue or inure to the benefit of any Collateral Source and no claims of any indemnified party against any Collateral Source shall be subrogated to any indemnifying party.

(b)         Notwithstanding anything to the contrary elsewhere in this Agreement, no party shall, in any event, be liable to any other Person for any punitive or exemplary damages of such other Person, except to the extent payable to a third party as a result of a final, non-appealable determination by a court or arbitral tribunal of competent jurisdiction in respect to a Third Party Claim.

Section 10.7         Materiality . The parties hereto hereby acknowledge and agree that for the purpose of determining the amount of the applicable Losses and for purposes of determining whether a breach or Loss has occurred, qualifications as to materiality or material adverse effect (or any similar qualification) in any representation, warranty or covenant set forth herein or in any other document contemplated by this Agreement shall be ignored other than in the case of the second and third sentences of Section 3.1 or in Section 3.5(a) , Section 3.6(b) , Section 3.12(a) , Section 3.14(a) , Section 3.14(b) (solely in respect of the term “Material” in “Material Contract”), Section 3.17(f)(ii) , and Section 3.22 (solely in respect of the term “Material” in “Material Supplier”).

Section 10.8          Exclusive Remedy . From and after the Closing, other than with respect to any fraud claim, the sole and exclusive monetary remedy for any breach or failure to be true and correct, or alleged breach or failure to be true and correct, of any representation or warranty or any covenant or agreement in this Agreement, shall be indemnification in accordance with this Article X. In furtherance of the foregoing, effective as of the Closing, and solely to the extent with respect to this Agreement, NewCo and Coty hereby waive, to the fullest extent permitted by applicable Requirement of Law, any and all other rights, claims and causes of action (including rights of contributions, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that it may have against the Unit

Holder Representative, the Unit Holders, D. Maxwell or any of their respective Affiliates arising under or based upon any Requirement of Law (including any rights arising under the Comprehensive Environmental Response, Compensation and Liability Act or other Environmental Laws), except for any claim for fraud. Notwithstanding the foregoing, this Section 10.8 shall not operate to interfere with or impede the operation of the provisions of Article I concerning the (i) resolution of certain disputes relating to the Final Cash Consideration between the parties and/or by the Accounting Firm and (ii) the rights of the parties to seek equitable remedies (including specific performance or injunctive relief).

ARTICLE XI
GENERAL

Section 11.1          Unit Holder Representative .

(a)           Powers of Attorney . Each Unit Holder and Aspen Sub hereby irrevocably constitutes and appoints D. Maxfield (the “ Unit Holder Representative ”) as such Person’s true and lawful representative, agent, proxy and attorney in fact (coupled with an interest) and authorizes the Unit Holder Representative, acting for such party and in such party’s name, place and stead in any and all capacities, to do and perform every act and thing required or permitted to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as such Person might or could do in person, including, without limitation:

(i)            to deliver all notices required to be delivered by such party under this Agreement;

(ii)           to receive all notices required to be delivered to such party under this Agreement, including, without limitation, any notice of a claim for which indemnification is sought under Section 10.1(a) ;

(iii)          to deliver the Closing Statement, receive the Preliminary Accounting Report and take any and all actions on behalf of such party (including negotiation of claims and disputes) as the Unit Holder Representative may deem necessary or desirable in connection with the adjustment, objection, resolution and other processes or procedures pursuant to Sections 1.4 and 1.5 hereof;

(iv)          to take any and all actions on behalf of such party from time to time as the Unit Holder Representative may deem necessary or desirable to negotiate, defend, pursue, resolve and / or settle claims or disputes under this Agreement, including, without limitation, indemnification under Sections 8.1 , 10.1(a) and 11.1(c) ;

(v)           to receive any and all deliveries of Coty pursuant to Section 1.7 , to waive any closing condition contained in Section 7.1 , to determine whether the conditions to Closing in Section 7.2 have been satisfied, and to otherwise supervise the Closing;

(vi)          to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Unit Holder Representative deems necessary or prudent in connection with the administration of the foregoing; and

(vii)         to give, execute or agree to any and all consents, waivers, amendments or modifications as the Unit Holder Representative determines, in its sole discretion, to be necessary

or appropriate, under this Agreement, and, in each case, to execute and deliver any documents that may be necessary or appropriate in connection therewith.

Each Unit Holder and Aspen Sub grants unto said attorney in fact and agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that the Unit Holder Representative may lawfully do or cause to be done by virtue hereof. Each Unit Holder and Aspen Sub will, by executing this Agreement, agree that such agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Unit Holder Representative and shall survive the death, incapacity or bankruptcy of such Unit Holder or Aspen Sub, as the case may be. Each Unit Holder and Aspen Sub acknowledges and agrees that, upon any delivery by the Unit Holder Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Unit Holder Representative or any decisions made by the Unit Holder Representative pursuant to this Section 11.1 , such party shall be bound by such documents or decision as fully as if such party had executed and delivered such documents or made such decisions.

(b)          Replacement of the Unit Holder Representative . Upon the death, disability or incapacity of the initial Unit Holder Representative appointed pursuant to Section 11.1(a) , each Unit Holder and Aspen Sub acknowledges and agrees that such Unit Holder Representative’s executor, guardian or legal representative, as the case may be, shall (in consultation with the Unit Holders and Aspen Sub) appoint a replacement reasonably believed by such person as capable of carrying out the duties and performing the obligations of the Unit Holder Representative hereunder within thirty (30) days. In the event that the Unit Holder Representative wishes to resign for any reason, the Unit Holder Representative shall first (in consultation with the Unit Holders and Aspen Sub) select another representative to fill such vacancy; no resignation shall be effective until a replacement has been selected and accepted the obligations of the Unit Holder Representative hereunder. Any substituted representative shall be deemed the Unit Holder Representative for all purposes of this Agreement and any Ancillary Agreement.

(c)          Actions of the Unit Holder Representative; Liability of the Unit Holder Representative . Each Unit Holder and Aspen Sub agrees that the Unit Holder Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Agreement. The Unit Holder Representative shall have no liability in respect of any action, claim or proceeding brought by any Unit Holder or Aspen Sub, regardless of the legal theory under which such liability or obligation may be sought or imposed, whether sounding in contract or tort, or whether at law or in equity, other than in the case of fraud. Each Unit Holder and Aspen Sub agrees that NewCo and Coty shall be entitled to rely on any action taken by the Unit Holder Representative on behalf of such Person (each, an “ Authorized Action ”), and that each Authorized Action shall be binding on each Unit Holder and Aspen Sub as fully as if such party had taken such Authorized Action. The Unit Holders (other than Unit Holders who are Applicable Trusts) and Aspen Sub jointly and severally agree to pay, and to indemnify and hold harmless the Unit Holder Representative, NewCo and Coty from and against any Losses which they may suffer, sustain, or become subject to, as the result of any claim by any Person that an Authorized Action is not binding on, or enforceable against, any Unit Holder or Aspen Sub. In addition, the Unit Holders and Aspen Sub hereby release and discharge NewCo and Coty from and against any Liability arising out of or in connection with the Unit Holder Representative’s failure to distribute to any Unit Holder or Aspen Sub any amounts received by the Unit Holder Representative on such Unit Holder’s or Aspen Sub’s behalf, as the case may be.

(d)          Unit Holder Representative Holdback Amount . All expenses of the Unit Holder Representative incurred in performing its obligations hereunder (including administering or defending any indemnification claim hereunder) may be reimbursed, when and as incurred, from the Unit Holder Representative Holdback Amount (and, if not so reimbursed from the Unit Holder Representative Holdback Amount, the Unit Holder Representative shall be indemnified, held harmless and reimbursed by each Unit Holder (other than Unit Holders that are Applicable Trusts) severally (based on such Unit Holder’s Percentage Obligation of any such amount)). Upon the Unit Holder Representative’s full reimbursement of all expenses, costs, obligations or liabilities incurred by it in the performance of its duties hereunder, the Unit Holder Representative shall distribute, or cause to be distributed, all remaining funds held by it as part of the Unit Holder Representative Holdback Amount to the Unit Holders (based on each Unit Holder’s Percentage Portion of any such amount).

Section 11.2          Transaction Expenses . Except as otherwise provided herein, whether or not the Closing takes place, each party shall bear all costs, fees and expenses incurred by such party or its Affiliates in connection with, relating to or arising out of the negotiation of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, including all attorneys’, accountants and other professional fees and expenses; provided , that, for the avoidance of doubt, if the Closing occurs, all Transaction Expenses shall be paid by NewCo on behalf of the Company to the extent included in Closing Transaction Expense Amount.

Section 11.3           Entire Agreement; Amendments . This Agreement and the Exhibits and Schedules referred to herein and the documents delivered pursuant hereto or contemplated hereby (including the Ancillary Agreements) contain the entire understanding of the parties hereto with regard to the subject matter contained herein or therein, and supersede all prior agreements, understandings or letters of intent between or among any of the parties hereto, including the Confidentiality Agreement and the Letter of Intent. This Agreement shall not be amended, modified or supplemented except by a written instrument signed by the Unit Holder Representative and Coty.

Section 11.4           Disclosure Schedules . The Disclosure Schedules shall be arranged in separate parts corresponding to the numbered and lettered sections and subsections contained in this Agreement, and the information disclosed in any numbered or lettered part shall be deemed to relate to and to qualify only the particular representation or warranty set forth in the corresponding numbered or lettered section or subsection of this Agreement, except to the extent that (a) such information is explicitly cross-referenced in another part of the Disclosure Schedules, or (b) it is reasonably apparent on the face of the disclosure (without reference to any document referred to therein) that such information qualifies another representation and warranty in this Agreement. Except as contemplated by clause (b) of the foregoing sentence, nothing in the Disclosure Schedules shall be deemed adequate to disclose an exception to a representation or warranty made in this Agreement unless the applicable part of the Disclosure Schedules identifies the exception with reasonable particularity. The mere listing of a document or other item in, or attachment of a copy thereof to, the Disclosure Schedules will not be deemed adequate to disclose an exception to a representation or warranty made in this Agreement (unless the representation or warranty pertains directly to the existence of the document or other item itself). The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement, the Disclosure Schedules or exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business, and no party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement, the Disclosure Schedules, or exhibits in any dispute or controversy between the parties hereto as whether any obligation, item or matter not set forth or included in this Agreement, the Disclosure Schedules or exhibits is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside

the ordinary course of business for purposes of this Agreement. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. The information contained in this Agreement, in the Disclosure Schedules, and exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any party hereto to any third-party of any matter whatsoever (including any violation of Requirement of Law or breach of Contract).

Section 11.5          Assignment; No Third Party Beneficiary Rights . None of the parties hereto may assign its rights or delegate its obligations under this Agreement without the written consent of the other parties hereto; provided , that, prior to the Closing, each of Coty and NewCo may assign, in whole or in part, its rights under this Agreement to any Affiliate of Coty with notice to the Unit Holder Representative, but in no event shall any such assignment release Coty or NewCo, as the case may be, from any of its obligations hereunder. Except as otherwise expressly provided herein, this Agreement and all of the provisions hereof shall be binding upon and inure only to the benefit of the parties hereto and their respective heirs, executors, personal representatives and successors, and no other Person, including any employee or creditor of any party hereto or any Affiliate thereof, shall have any rights or obligations hereunder.

Section 11.6         Further Action . Each of the parties hereto shall use its commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable under applicable Requirements of Law or otherwise to carry out the provisions of this Agreement and shall execute and deliver such other documents and instruments as may be required to carry out the provisions of this Agreement.

Section 11.7         Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made) (a) when delivered or sent if delivered in person or sent by facsimile transmission (provided that confirmation of receipt of the facsimile transmission is obtained, as applicable), (b) on the fifth (5th) Business Day after dispatch by registered or certified mail, (c) on the next Business Day if transmitted by national overnight courier, or (d) when sent if sent by e-mail (provided that a confirmatory copy is sent on the same day by national overnight courier), in each case as follows (or at such other address for a party as shall be specified by like notice):