Dated August 3, 2013

SHARE SALE AND PURCHASE AGREEMENT

of 100% of the share capital of

The Colomer Group Participations, S.L.

By and between

Beauty Care Professional Products Participations, S.A.

Romol Hair & Beauty Group, S.L.

Norvo, S.L.

Staubinus España, S.L.

(as Sellers)

and

Revlon Consumer Products Corporation

(as Purchaser)

In Luxembourg, Barcelona and New York on this 3 day of August, 2013

THE PARTIES

Beauty Care Professional Products Participations, S.A. (“ BCPPP ”) a company incorporated in Luxembourg, registered with the Luxembourg trade and companies’ register under number B73.833, and whose registered office is at 33 Boulevard Prince Henri, L-1724 and, duly represented by Delphine Tempé, with French passport number 13AP9926, in her condition of director of BCPPP.

Romol Hair & Beauty Group, S.L. (“ Romol ”) a company incorporated in Spain with Tax Identification Number B-62696414 and whose registered office is at calle Urgell 240, 5 Barcelona, duly represented by Mr. Carlos Colomer Casellas, with Spanish Identification Card number 37608023-X, in his capacity of joint and several administrator. Romol is duly registered with the Commercial Registry of Barcelona in page 240260 of Section 8th.

Norvo, S.L. (“ Norvo ”) a company incorporated in Spain with Tax Identification Number B08068181 and whose registered office is at c/ Serrano 1, 3º, Madrid, duly represented by Mr. Daniel Gómez García, with Spanish Identification Card number 35023264-Z, in his capacity of representative of the Managing Director. Norvo is duly registered with the Commercial Registry of Madrid in page M-46318 of Section 8th.

Staubinus España, S.L. (“ Staubinus ”) a company incorporated in Spain with Tax Identification Number B-65653362 and whose registered office is at Compte d´Urgell 240, 5-B, Barcelona, duly represented by Mr. Carlos Colomer Casellas, with Spanish Identification Card number 37608023-X, in his capacity of Managing Director.

BCPPP, Romol, Norvo and Staubinus will be jointly referred to hereinafter as the “ Sellers ”, each a “ Seller ”.

Revlon Consumer Products Corporation (“ Purchaser ”), a company incorporated in Delaware, whose headquarters is at 237 Park Avenue, New York, NY 10017, USA, duly represented by Robert Kretzman, its Executive Vice President and Chief Administrative Officer.

The Sellers and the Purchaser will be jointly referred to herein as the “ Parties ” and each of them individually as a “ Party ”.

whereas

As of 1 January 2013, the outstanding amount of principal, including capitalised interest accrued through 31 December 2012, of the Shareholders’ Loans was, in aggregate, USD 118,235,862.59. The amounts due to each Seller (including outstanding principal plus accrued interest) as of 1 January 2013 and as of the date of this Agreement are set out in Schedule IV . Interest has continued to accrue on the outstanding principal since 1 January 2013 at the rate of 4.8435% per annum (representing the one-year USD LIBOR spot rate as of 31 December 2012, plus 4%), compounded on a daily basis.

The Purchaser acknowledges and accepts, and the Sellers agree, that until the Closing Date (as defined below), the TCG Group may withdraw funds under that TCG Facility solely to distribute dividends in favor of the Sellers and/or to reimburse the amounts due under the Shareholders’ Loans, which will reduce the Shares Purchase Price in accordance with Clause 6.1 and/or the Shareholders’ Loans Purchase Price in accordance with Clause 7.1 .

The Purchaser itself is a professional business organization with expertise and know how in this type of transaction.

NOW THEREFORE , based upon the foregoing, the Parties agree to enter into this share sale and purchase agreement (the “ Agreement ”) and to be bound, and to abide, by the following:

CLAUSES

Capitalized terms used in this Agreement shall have the meanings given to them in the relevant definition contained in the provisions of this Agreement or otherwise set forth in Exhibit 1 .

The provisions of this Agreement shall be interpreted pursuant to the rules on interpretation of contracts established by Spanish common law at the time of the entering into this Agreement.

For the purposes of the interpretation of the Agreement the Parties acknowledge that they are all professional investors and that they have negotiated the drafting of this Agreement considering the rules set forth by the Sellers for the Auction Process.

Other specific interpretation rules to be applied are:

By agreeing to this Agreement, and subject to the terms and conditions hereof:

The signing of this Agreement expresses the consent of the Parties to the provisions herein. Consequently, pursuant to Article 1450 of the Spanish Civil Code (“ Código Civil ”), (a) the Sellers become bound, as a several, not joint, obligation of each of them, to comply with the transfer of title to the Shares and the Shareholders’ Loans each of them respectively owns or holds, (b) the Purchaser becomes bound to comply with the Payment and Funding Obligations and (c) the Parties become bound and obliged to the fulfilment of all the additional obligations established in this Agreement, referred to in Clause 2.1 above (the “ Transaction ”).

The Parties’ obligation to complete the Transaction on the Closing is, however, subject to the satisfaction of the condition precedent (“ condición suspensiva ”) defined as the Anti-trust Condition in Clause 3 within the time period established therein.

Provided that the Anti-trust Condition is timely satisfied in accordance with Clause 3.2 below (or waived by all the Parties hereto), subject to Clause 13.1 and unless this Agreement is earlier terminated in accordance with Clause 13.2 , the effective transfer of title of property to the Shares and the Shareholders’ Loans and settlement by the Purchaser of its Payment and Funding Obligations, shall be simultaneously effected at the Closing, together with the other actions described in Clause 12.2 .

Subject to the terms and conditions of this Agreement, from (but including) the date of execution of this Agreement until the Closing (the “ Interim Period ”) the Sellers will be the owners of their respective Shares entitled to all economic and political rights attached thereto, but will be bound in favour of the Purchaser to abide by certain restrictions during that Interim Period with respect to TCG Group’s corporate decisions, business management and fund leakages, and are subject to certain consequences for their failure to abide by such restrictions, in each case as expressly provided for in this Agreement.

By effect of the execution of this Agreement, any increase or loss in the value of the TCG Group, its Business, the Shares and the Shareholders’ Loans (other than with respect to Leakage and Potential Announced Leakage or rights of Purchaser under Clause 16.2 ), and any contingent risk or improvement affecting them, whether caused by, arising out of or deriving from events prior to, or after, the execution of this Agreement, are conveyed to the Purchaser, subject to the Closing of the Transaction.

Except as otherwise provided in this Agreement, no occurrence subsequent to entering into this Agreement affecting the TCG Group, its Business, the Shares and/or the market and the general economic environment, including force majeure , will give right to any of the Parties to terminate the Agreement nor to modify the Shares Purchase Price (except for the Shares Purchase Price and/or Shareholders' Loans Purchase Price adjustment provided herein in case of any Potential Announced Leakage or any breach by the Sellers of their obligation not to effect any Leakage, other than Permitted Leakages, during the Interim Period).

The obligation to consummate the Transaction on the Closing is subject to the condition precedent (the “ Anti-trust Condition ”) that not later than ninety (90) calendar days after the execution of this Agreement (that date or, if applicable, the latest date of the last extension that either the Sellers or the Purchaser may decide, on one or several subsequent occasions, up to a maximum of six (6) months in total from the execution of this Agreement, being referred to as the “ Long Stop Date ”) clearance by all merger control authorities in jurisdictions where such antitrust approvals are required to be obtained prior to Closing (i.e., Spain, USA, Russia and Ukraine as identified by Purchaser to Sellers) pursuant to applicable law (each a “ Merger Control Authority ” and all of them together, the “ Merger Control Authorities ”) shall be either (a) expressly issued, either subject to no conditions or (in consideration of the Purchaser’s analysis that the Transaction does not entail any significant negative consequence for anti-trust purposes) subject to any conditions (whether imposed upon the Purchaser or the TCG Group or both), other than any Burdensome Condition, or (b) tacitly presumed to have been issued, in each case, as specified in Clause 3.2 .

Subject in all cases to Clause 3.4 , the Purchaser undertakes to make timely, complete and appropriate filing for obtaining the anti-trust clearances from the Merger Control Authorities; to diligently and satisfactorily respond to any additional requests from them, including information; and to pursue in good faith the clearance proceedings seeking to obtain unconditional clearances or clearances subject to conditions that are not deemed to be Burdensome Conditions (as later defined). The Purchaser will keep the Sellers informed of the developments in the clearance proceedings.

The Anti-trust Condition will be deemed to have been fulfilled, or not fulfilled, as follows:

The Purchaser undertakes to accept any conditions (other than any Burdensome Condition) that the Merger Control Authorities may require to be fulfilled by the Purchaser, by the TCG Group or by both, for the Transaction to be approved, agrees to fulfill any such conditions and undertakes to bear all costs and other consequences arising therefrom (including the expenses and costs arising from the implementation of the conditions); provided that (i) the Sellers shall not permit any member of the TCG Group to agree to accept any conditions or incur any costs or other consequences without the prior written consent of the Purchaser and (ii) any proceeds resulting from any divestiture or other action taken in connection with any such conditions shall be for the benefit of the TCG Group.

Failure by the Purchaser to fulfill prior to the Closing, or to undertake to fulfill after the Closing, the relevant conditions imposed by the Merger Control Authorities (other than a Burdensome Condition) will be a default by the Purchaser, giving cause to the consequences provided for in Clause 13 .

The subordination of the approval by the Merger Control Authorities to any conditions shall not cause the amendment of the Shares Purchase Price or any other terms and conditions hereof and shall not cause any cost or expenses to the Sellers.

Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement will require the Purchaser to accept any conditions, or to otherwise take any action, agree to take any action or permit the Company to take or agree to take any action (including with respect to any of the Purchaser’s Affiliates or any member of the TCG Group), in respect of the Merger Control Authorities that would reasonably be expected to result, individually or in the aggregate, in a reduction in either the revenues or operating income of either the TCG Group or the Purchaser in an amount exceeding 20% of either the revenues or operating income of either the TCG Group (on a consolidated basis) or the Purchaser (on a consolidated basis but excluding the TCG Group) for the twelve (12) months immediately following the effectiveness of such condition or action (a “ Burdensome Condition ”). If the Purchaser elects not to complete the Transaction because of a Burdensome Condition, no compensation will be payable by the Purchaser to Sellers.

The obligation of the Parties to consummate the Transaction on the Closing will be terminated from 23:59 hours on the Long Stop Date if the Anti-trust Condition has not been fulfilled by that time.

If the Anti-trust Condition is deemed not to be fulfilled earlier pursuant to sub-Clause 3.2(c) , the obligation of the Parties to complete the Transaction will be terminated at the earliest time when notice of the relevant decision is delivered to either the Purchaser or the TCG Group by the Merger Control Authorities or by the Long Stop Date if a Tacit Rejection applies.

In either case,

The Parties undertake to co-operate diligently with each other, and to use all reasonable endeavours by each of them (and the Sellers also as controlling shareholders of the TCG Group), to facilitate that the Anti-trust Condition is applied for, and fulfilled, as soon as reasonably practicable after the date hereof.

Specifically,

All Taxes, expenses and costs of the Purchaser deriving from or in connection with the Anti–trust Condition shall be borne by the Purchaser, except for those related to the cooperation of the TCG Group which shall be borne by the Company. Any such costs or expenses borne by the Company shall not be deemed a Leakage. For the avoidance of doubt, expenses and costs of the Sellers deriving from or in connection with the Anti-Trust Condition shall be borne by the Sellers.

Each Seller undertakes to transfer full and clean title of property over all Shares that the Seller owns as set forth in Whereas V , free and clear of all Encumbrances, to the Purchaser at the Closing in consideration for the receipt of the Shares Purchase Price proportionally corresponding to those Shares. The Shares shall be transferred with all the rights corresponding thereto at the Closing Date pursuant to the law and the Company’s by-laws.

The obligation of each Seller is several, not joint. Each Seller undertakes the obligation to transfer only those Shares that the individual Seller owns as set forth in Whereas V . Each Seller undertakes no obligation to force the other Sellers to comply with their respective obligations, except that each Seller hereby agrees, without guarantee of result, to exercise any and all rights (including but not limited to “drag-along” or similar rights) under any shareholders' agreements among the Sellers to the extent the exercise of such rights would have the effect of requiring the other Sellers to comply with their respective obligations to transfer their Shares. Each Seller undertakes no liability in case of default by any other Seller.

The Purchaser is obliged to acquire 100% of the Shares and to pay the Shares Purchase Price, provided that the Shares transferred by the Sellers represent in aggregate 100% of the total share capital of the Company. The Purchaser shall not be obliged to complete the acquisition of less than 100% of the Shares.

The Purchaser’s obligation to acquire the Shares from the Sellers and to pay the Shares Purchase Price is conditional upon the Sellers simultaneously transferring all of the Shareholders’ Loans to the Purchaser at the Closing.

In the event that Shares representing less than 100% of the total share capital of the Company are made available for transfer to the Purchaser on the Closing as provided in this Agreement, the Purchaser will be entitled to the rights provided for in Clause 13 .

The Purchaser may appoint one or more Controlled companies to be bound by this Agreement as the Purchaser is, and to acquire the Shares at the Closing (the “ Purchaser’s Affiliate ”), provided that any such Purchaser’s Affiliate is not an entity that qualifies as a tax resident in a country or a territory that is, or may be, considered by the Spanish or Luxembourg Tax Authorities as a tax haven ( paraíso fiscal ).

The Purchaser undertakes the obligation to maintain Control over the Purchaser’s Affiliate(s) through, and for not less than seven (7) months after, the Closing, and to cause the Purchaser’s Affiliate(s) to fully and punctually abide by the obligations undertaken by the Purchaser.

The Purchaser guarantees, jointly and severally, compliance by the Purchaser’s Affiliate(s) with any and all obligations and liabilities of the Purchaser under this Agreement.

Each Seller undertakes to transfer full and clean title to the Shareholders’ Loan set forth opposite its name on Schedule IV to the Purchaser in consideration for payment by the Purchaser of the Shareholders’ Loans Purchase Price (in the proportion indicated in Clause 7.3 ) for such Shareholders’ Loan that is assigned to the Purchaser.

The Shareholders’ Loans shall be transferred with all the rights corresponding thereto at the Closing Date pursuant to the laws.

Interest accrued through the Closing Date will not become due and payable automatically as a consequence of the transfer, its accrual and maturity remaining subject to the same terms and conditions currently provided under the Shareholders’ Loans.

The obligation of each Seller is several, not joint. Each Seller undertakes the obligation to transfer only those Shareholders’ Loans to which the Seller is a party. Each Seller undertakes no obligation to force the other Sellers to fulfill their respective obligations. Each Seller undertakes no liability in case of default by any other Seller.

The Purchaser is obliged to acquire and pay for all of the Shareholders’ Loans, provided that the Shareholders’ Loans transferred by the Sellers represent all of the Shareholders’ Loans. The Purchaser shall not be obliged to complete the acquisition of less than all of the Shareholders’ Loans.

The Purchaser’s obligation to acquire the Shareholders’ Loans from the Sellers and to pay the Shareholders’ Loans Purchase Price is conditional upon the Sellers simultaneously transferring 100% of the Shares to the Purchaser at the Closing.

In the event that less than all of the Shareholders’ Loans are made available for transfer to the Purchaser on the Closing as provided in this Agreement, the Purchaser will be entitled to the rights provided for in Clause 13 .

One or more Purchaser’s Affiliates may acquire the Shareholders’ Loans, provided that any such Purchaser’s Affiliate is not an entity that qualifies as a tax resident in a country or a territory that is, or may be, considered by the Spanish or Luxembourg Tax Authorities as a tax haven ( paraíso fiscal ).

The Purchaser guarantees, jointly and severally, compliance by the Purchaser’s Affiliate(s) with any and all obligations and liabilities of the Purchaser under this Agreement.

The aggregate purchase price for all the Shares (the “ Shares Purchase Price ”) will be the sum of:

plus

minus (without duplication)

minus

minus

The price per Share will be the result of dividing the Shares Purchase Price by the 10,227 Shares. For the avoidance of doubt, the Shares Purchase Price shall not include the Contingent Purchase Price.

The Contingent Purchase Price shall only be payable by the Purchaser as, to the extent and at the time specified in Clause 17.5 .

The “ Contingent Purchase Price ” shall be calculated as follows:

For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, in no event shall the sum of the (i) Shares Purchase Price, (ii) the Shareholders’ Loans Purchase Price and (iii) amounts payable under Clause 9 in respect of the TCG Facility exceed (x) $660 million plus (y) the Price Increase through Closing plus (z) any interest on the Shareholders’ Loans accruing from the date hereof through Closing. Subject to the foregoing, Sellers also shall be entitled to the amounts payable to Sellers in respect of Contingent Purchase Price as, to the extent and at the time specified in Clause 17.5.

Without limiting Purchaser’s rights under Clause 16.2 and Clause 17.3 , the Shares Purchase Price determined pursuant to Clause 6.1 above will be subject to no adjustment whatsoever.

Specifically, no Shares Purchase Price adjustment will be made in consideration of:

The Shares Purchase Price corresponding to the Shares will be distributed among the Sellers in proportion to the Shares transferred by each of them.

The distribution of the Shares Purchase Price among the Sellers is set out in Schedule 6.3 .

Subject to the following paragraph, the Purchaser will cause the Company to reasonably cooperate with the Sellers to comply with their obligations established in Spanish tax regulations, including, but not limited to, those under articles 118.3 of the Spanish Corporate Income Tax Law (“ Ley del Impuesto sobre Sociedades ”).

At the request of any Sellers, the Purchaser will in good faith provide reasonable cooperation through providing relevant information to such Sellers during the Interim Period and following the Closing in connection with such Sellers' determination of the purchase price allocation, provided that the Purchaser shall in no event be responsible for the preparation of any allocation or bear any liability in respect of Sellers' purchase price allocation.

Payment of the Shares Purchase Price will be settled by the Purchaser on the Closing Date in US Dollars by crediting immediately available funds not later than the time of the execution of the transfer documentation, with value date on the Closing Date, in the bank accounts indicated in writing by each of the Sellers in bank offices in the territory of the European Monetary Union.

Payment to each of the Sellers will be made without any deduction or withholding by the Purchaser, whether on account of any cost, charges, withholding tax or any other cause.

The purchase price for the assignment of each Shareholder’s Loan will be the amount due under the relevant Shareholder’s Loan at the time of its assignment (the “ Shareholder’s Loans Purchase Price ” and collectively, the “ Shareholders’ Loans Purchase Price ”), calculated as:

plus

minus

Payment of any Shareholder’s Loan Purchase Price will be made in US Dollars, being the same currency as the Shareholders’ Loans are denominated.

Clause 6.2 of this Agreement shall be applicable mutatis mutandis to the Shareholders’ Loans Purchase Price.

Each Seller will receive the portion of the Shareholders’ Loans Purchase Price corresponding to the portion of the Shareholders’ Loans that the Seller assigns to the Purchaser as indicated in Schedule IV .

Except as provided in Clause 13.1(e) , payment of the Shareholders’ Loans Purchase Price will be settled by the Purchaser on the Closing Date at the same time as settlement of the payment of the Shares Purchase Price; i.e., by crediting immediately available funds not later than the time of the execution of the transfer documentation, with value date on the Closing Date, in the bank accounts indicated by each of the Sellers in bank offices in the territory of the European Monetary Union.

Payment to each of the Sellers will be made without any deduction or withholding by Purchaser, whether on account of any cost, charges, withholding tax or any other cause.

The sources and uses of funds arranged by the Purchaser for the settlement of its Payment and Funding Obligations hereunder are set forth in Schedule 8.1 as the same may be amended by the Purchaser from time to time, at its sole discretion, provided that any such amendment is in all cases consistent with Purchaser’s obligations under Clause 8.2 .

The term “ Minimum Financing Amount ” means the total amount of the uses of funds set forth in Schedule 8.1 for Payment and Funding Obligations for this Transaction (and related costs and expenses) as amended from time to time, provided that the aggregated amount of uses of funds for Payment and Funding Obligations shall not be less than US Dollars 700 million.

Subject to the other provisions of this Clause 8.2 , the Purchaser undertakes to preserve its right to draw down on the Closing Date the funds available to the Purchaser under the term loan agreement and the revolving credit agreement entered into by the Purchaser with, among others, Citibank, N.A. (the “ Acquisition Facilities ”), pursuant to which the lenders under the Acquisition Facilities have committed to lend to the Purchaser funds of not less than the Minimum Financing Amount that the Purchaser can only use on the Closing Date to (a) comply with the Payment and Funding Obligations, (b) fund the repayment of certain other existing indebtedness of the Purchaser and (c) pay costs and expenses incurred in connection with the foregoing, with any balance thereof remaining available for general corporate purposes. A copy of the Acquisition Facilities is being delivered by the Purchaser to the Sellers substantially simultaneously with the execution of this Agreement.

Subject to the other provisions of this Clause 8.2 and up to and including the Closing, the Purchaser undertakes that, except with the prior written consent of the Sellers, no change will be made to the Acquisition Facilities that would (i) reduce the aggregate amount of funds committed to be lent under the Acquisition Facilities (together with the aggregate amount of funds committed to be lent under any Alternative Acquisition Facility that meets the requirements of the next paragraph) in respect of the amounts payable under this Agreement to an aggregate amount less than the Minimum Financing Amount, (ii) expand the conditions or other contingencies to the receipt of funding of such commitments beyond those expressly set forth in the Acquisition Facilities or amend or modify any such conditions or contingencies in a manner that would prevent or delay the Purchaser’s ability to settle its Payment and Funding Obligations on the Closing Date pursuant to this Agreement or (iii) otherwise materially adversely impact the Purchaser’s ability to settle its Payment and Funding Obligations on the Closing Date pursuant to this Agreement. The Purchaser may amend or modify the Acquisition Facilities at any time provided that such amendment or modification does not imply a breach of the restrictions established in this Clause 8 . The Purchaser shall promptly provide the Sellers with a copy of such amendment or modification.

Notwithstanding anything to the contrary, the Purchaser may at any time on or prior to the Closing replace either or both of the Acquisition Facilities with one or more alternative financing instruments or arrangements that in the aggregate, together with any continuing Acquisition Facility, provide for at least the Minimum Financing Amount in respect of the Payment and Funding Obligations (each, an “ Alternative Acquisition Facility ”); provided that, no such Alternative Acquisition Facility (i) contains any conditions or other contingencies to the receipt of funding of such commitments beyond any that are substantially equivalent to those expressly set forth in the Acquisition Facilities or amends or modifies any such conditions or contingencies in a manner that would prevent or delay the Purchaser’s ability to settle its Payment and Funding Obligations on the Closing Date pursuant to this Agreement or (ii) otherwise materially adversely impacts the Purchaser’s ability to settle its Payment and Funding Obligations on the Closing Date pursuant to this Agreement. The Purchaser shall promptly provide the Sellers with a copy of such Alternative Acquisition Facility.

Subject to Clause 13.2(d) , failure to preserve the availability of financing under the Acquisition Facilities or under the Alternative Acquisition Facility, whether as a consequence of the Purchaser’s actions or decisions, or due to Citibank’s or other lenders’ default thereunder, or incapability to fund the facilities or for any other reason will not relieve the Purchaser from its obligation under this Agreement to complete the Transaction and to settle its Payment and Funding Obligations.

During the Interim Period the Sellers shall, and shall use reasonable best efforts to cause the TCG Group members and their advisors to, provide to the Purchaser and to any lenders or prospective lenders under the Financing Agreements (the “ Finance Providers ”) and their respective advisors, such cooperation as the Purchaser may reasonably request in connection with syndicating and implementing the financing contemplated by the Acquisition Facilities and any Alternative Acquisition Facility (collectively, the “ Financing Agreements ”).

During the Interim Period the Sellers shall (and shall use reasonable best efforts to cause the TCG Group members to):

By virtue of the execution of this Agreement by the Parties hereto, Sellers’ irrevocably authorize, without any further action on the part of the Sellers or any member of the TCG Group, (i) the dissemination of the financial and other information about the TCG Group referred to above to the Finance Providers and rating agencies for use in the information memorandum and other materials and (ii) the public filing and dissemination of information about the TCG Group to the extent the Purchaser is required to do so by virtue of the use of such information in such information memorandum or other materials.

At the Closing, the Purchaser shall make a cash contribution to the TCG Group, as an equity contribution or, at the Purchaser’s option, as a reimbursable loan or otherwise, of the same amount as the outstanding principal plus any accrued unpaid interest under the TCG Facility on the Closing Date plus any gross-up payment (if applicable) and any unpaid commitment, drawdown or other fees relating to the TCG Facility (including the initial commitment fee).

The cash contribution by the Purchaser to the TCG Group will be applied to the simultaneous reimbursement of any obligations under the TCG Facility to the Lenders.

The contribution by the Purchaser will be settled on the Closing Date by crediting the relevant amount in the Lenders’ bank account indicated by BCPPP, with immediately available funds having same day value, simultaneously with the payment of the Shares Purchase Price and the Shareholders’ Loans Purchase Price.

Such payment to the Lenders will be made by the Purchaser on behalf of the Company.

Payment of the TCG Facility by the Purchaser on behalf of TCG shall be settled for its full amount, free from any deduction or reduction whether on account of any cost, charges, withholding tax or any other cause, so that the TCG Facility be fully and definitively paid and cancelled.

In this Clause 10 , references to:

(x) the “Sellers” will be deemed to include all or only part of the Sellers, and also the Related Persons to the Sellers, each Seller being responsible for its own Related Persons; and

(y) the “Company” will be deemed to include the Company and also each of the companies that form part of the TCG Group from time to time.

Any action carried out after 30 June 2013 (the “ Locked Box Date ”) until the Closing, including but not limited to those listed below, that either (a) creates an effective undertaking by, or (b) causes an economic transfer of value, directly or indirectly, from the Company or any of the companies that form the TCG Group, in favor of or for the benefit of any of the Sellers (including without limitation for purposes of Clause 10.2(g) , for the avoidance of doubt, any director, officer or employee of the TCG Group) will be considered a “ Leakage ”.

Additionally, the amount of any indebtedness incurred (other than a Potential Announced Leakage or indebtedness (other than indebtedness under the TCG Facility) incurred in the Ordinary Course of Business) since the Locked Box Date, plus any accrued interest, gross-up payment (if applicable) and commitment, drawdown or other fees relating to such indebtedness (including the initial commitment fee and any premium or fee in connection with prepayment of such indebtedness), shall be a Leakage.

The Permitted Leakages defined below will, however, be excluded and will not be considered Leakages.

Each of the Sellers represents and warrants to the Purchaser that, having reviewed the financial information of the TCG Group companies from June 30, 2013 to the date hereof and having had specific discussions with Key Senior Management:

Each of the Sellers undertakes that, and shall procure that, from and including the date hereof until the Closing no Leakage will occur without the prior written consent of the Purchaser.

Each of the Sellers undertakes to inform the Purchaser in writing promptly after becoming aware of any Leakage having occurred, whether before or after the execution of this Agreement.

The amount of any Leakage (expressly excluding Permitted Leakages but including any Potential Announced Leakage) identified prior to the Closing will be deducted from the Shares Purchase Price on a Euro-for-Euro/Dollar-for-Dollar basis as characterized in Clauses 6.1 and 7.1 , avoiding duplications.

The amount of any Leakage (expressly excluding Permitted Leakages but including any Potential Announced Leakage) identified after the Closing (but not later than the first anniversary of the Closing) that was not deducted from the Shares Purchase Price paid by the Purchaser will be reimbursed by the Sellers (pro rata to the Shares sold by each of them hereunder) to the Purchaser on a Euro-for-Euro/Dollar-for-Dollar basis. Further, the Purchaser shall be entitled to interest on the amount of any Leakage identified after Closing, accrued at the rate indicated in Clause 6.1(b) from the date when the Leakage occurred until the date on which the amount of the Leakage has been fully reimbursed.

The Sellers will have no obligation to reimburse any Leakage that has not been identified on or before the first anniversary of the Closing.

The remedy for Potential Announced Leakages will be implemented as set forth in Clause 10.8 .

Leakages will not be a cause to terminate the Agreement.

The following payments and/or commitments by the Company to the Sellers after the Locked Box Date and up to the Closing (“ Permitted Leakages ”) are expressly permitted, do not constitute Leakages and will not reduce the Shares Purchase Price nor entail any reimbursement obligation by the Sellers to the Company or to the Purchaser:

and

If the TCG Group pays, or has paid since the Locked Box Date to the Sellers a dividend, equity distribution and/or a total or partial reimbursement of outstanding Shareholders’ Loans, such payment being funded with funds drawn down in the same amount under the TCG Facility (the “ Potential Announced Leakage ”), the following effects will be caused:

The Sellers (i) shall instruct in writing the TCG Group management that during the Interim Period the Business shall be carried on in the Ordinary Course of Business, (ii) will not expressly approve any resolution or instruct the performance by the TCG Group management of any action, other than in accordance with the Ordinary Course of Business and otherwise in accordance with this Clause 11 and (iii) will otherwise use its decision making capacity as sole shareholders and appointers of the joint administrators of TCG to pass any resolutions to ensure the TCG Group’s compliance with this Clause 11 (as the Purchaser suggests after consultation with the Purchaser, other than in the case of Clause 11.6 ). For the avoidance of doubt, the Purchaser expressly acknowledges and accepts that Sellers do not guarantee the Budget Plan results during the Interim Period or otherwise after Closing. The Budget Plan has been previously provided to Purchaser and referenced in this Agreement in order only for Sellers to instruct TCG Group management to follow the guidelines and to carry out the independent decisions and actions underlying the Budget Plan during the Interim Period.

The Sellers have reviewed the provisions of this Clause 11 with the Key Senior Management, have passed resolutions as joint administrators of the Company that the management of the TCG Group shall be conducted during the Interim Period in compliance with Clause 11 and have instructed the Key Senior Management in writing to comply with its provisions (including but not limited to operating the TCG business in accordance with the Budget Plan and taking all actions thereunder and not taking any actions inconsistent with such Budget Plan). The Sellers shall meet (personally or by telephone) bi-weekly with the Company’s Key Senior Management to review the TCG Group's management compliance with the matters set forth in this Clause 11 and report promptly to Purchaser any actions or activities that Key Senior Management reports to Sellers in writing (and Sellers shall promptly instruct Key Senior Management to promptly provide any such reports to Sellers in writing) to be inconsistent with those contemplated by this Clause 11 (or of which Sellers otherwise become aware).

Management actions in breach of instructions given by the Sellers pursuant to the immediately preceding paragraph during the Interim Period, will not be deemed a default by the Sellers, unless the breach is carried out pursuant to express instructions or with the active cooperation from any of the Sellers, in which case the defaulting Seller(s) shall be liable vis-à-vis the Purchaser for any Damage caused.

The Sellers and the Purchaser agree to cooperate in good faith to repair the consequences of any such managers’ actions in breach of the instructions as to the ordinary and usual course of business to be given by the Sellers pursuant to this Clause 11 , and to prevent further occurrences.

In addition to the preceding general obligations in Clause 11.1 , the Sellers have expressly instructed TCG Group management that during the Interim Period no TCG Group company shall, except with the Purchaser’s prior written consent, or except to the extent that any of the following actions or matters are in the Ordinary Course of Business or the action or matter is otherwise expressly required by this Agreement:

Nothing in this Clause shall restrict, however, the TCG Group from making any Payment that qualifies as a Permitted Leakage.

In order for Sellers to actively carry out, or instruct the carrying out of or otherwise permit any action listed under paragraphs (a) through (w) above or, in general, any actions outside the Ordinary Course of Business of the TCG Group (with the exceptions of those permitted under this Agreement and those defined as a Permitted Leakage), the Sellers shall notify the Purchaser in writing of the proposed action(s) and, other than in connection with a Potential Announced Leakage, request its prior written consent.

In the event that the Purchaser does not respond to the Sellers’ request for consent within ten (10) Business Days, the Purchaser shall be deemed to have given its consent to such action(s).

During the Interim Period the Sellers shall as soon as reasonably practicable notify, or instruct the top managers of the TCG Group to notify, the Purchaser if the Sellers or those managers become aware of any fact, matter or circumstance which may have caused, or is likely to give cause to, a breach of the undertakings during the Interim Period in this Clause 11 .

In furtherance of the Sellers' obligations under this Clause 11.6.1 , the Sellers shall keep Purchaser reasonably informed as to any developments with respect thereto. Purchaser acknowledges that the termination of the activities contemplated by this Clause 11.6 could result in commercial liability or other costs to the Company.

The parties acknowledge and agree that, notwithstanding Sellers’ compliance with its obligations under this Clause 11.6 , Purchaser shall in all cases be entitled to terminate this Agreement in accordance with Clause 13.2(e) if all of the activities described in Clause 11.6.1 have not been terminated, or all of the actions required by Clause 11.6.2 have not been completed, in each case, prior to the end of the OFAC Termination Period.

Between the date of this Agreement and the Closing Date, each of the Sellers undertakes to the Purchaser to:

Except as provided in Clause 13.2 and Clause 16.2(d) , Purchaser’s sole remedy in the event of any breach by Seller of the undertakings set forth in this Clause 11 will be the indemnification by the defaulting Sellers for Damages caused to the Purchaser.

Only for the purposes of Clause 11.3 , but subject to Clause 16.2(d) , these Damages will be quantified as the amount payable by the relevant company in the TCG Group to undo the action carried out in breach of the Sellers’ undertaking, and to reinstate the TCG Group to the same, or an equivalent, situation as the TCG Group would have been if such incorrect action had not been carried out.

The decision about the specific corrective measures will be decided by the Sellers after consultation with, and subject to the prior written consent (not to be unreasonably withheld) of, the Purchaser to confirm their effectiveness.

The Sellers will have no obligation to pay an indemnification for Damages in respect of any breach of the undertakings in this Clause 11 that has not been identified on or before the first anniversary of the Closing.

Except as provided in Clause 13.2 , the breach of the undertakings set forth in this Clause 11 will not be a cause to terminate this Agreement.

For the exclusive purpose of monitoring the development of the TCG Group during the Interim Period, duly authorized representatives of Purchaser (initially, the Purchaser’s Chief Executive Officer (Mr. Alan Ennis), Chief Operating Officer (Mr. Chris Elshaw) and Vice Chairman (Mr. David Kennedy)) and a duly authorized representative of the TCG Group and Sellers with full knowledge of the day-to-day Business of the TCG Group (initially, Mr. Santiago Ramirez and Mr. Lorenzo Delpani), shall meet or confer by telephone once every two weeks in order for TCG Group and Sellers to inform and keep updated Purchaser on the progress of the business, financial results, sales, expenses, income, cash flow, personnel matters and any material circumstances relating to the TCG Group companies and their Businesses during said period. At such bi-weekly meetings, the duly authorized representatives of the TCG Group and Sellers shall report to the best of their knowledge about the compliance of the Key Senior Management of the TCG Group with the provisions of Clauses 11.1 to 11.7 (inclusive). Additionally, at such meetings, the representatives of the TCG Group and Sellers shall review with Purchaser any request for consent to any actions under Clause 11.4 .

No confidential business information will be exchanged between the Parties’ representatives during the monitoring meetings to the extent prohibited by antitrust and competition law.

The meetings of the monitoring committee shall not entail, in any event, a coordination of the competitive behavior of the TCG Group companies and the Purchaser. The Purchaser undertakes that its representative on the monitoring committee will not use the information received pursuant to this Clause for any purpose different from monitoring the maintenance of the value of the investment, nor transfer such information to any other person other than in compliance with the Confidentiality Agreement.

During the Interim Period, the Sellers undertake to deliver to Purchaser the monthly management accounts (and any interim reports prepared in the Ordinary Course of Business) of the TCG Group companies, redacted as the Sellers may reasonably deem appropriate to preserve confidential business information the delivery of which might be deemed to be instrumental to coordinate competitive conduct prior to clearance of this Transaction pursuant to applicable regulations.

The Closing of the Transaction when the effective transfer of the Shares to the Purchaser, the assignment of the Shareholders’ Loans to the Purchaser and the completion of the Payment and Funding Obligations, and the completion of such other actions and exchange of documents as provided below will be consummated (the “ Closing ”) will take place in Barcelona or Madrid, Spain, at the address and time notified by the Sellers to the Purchaser with no less than 4 Business Days’ notice, at the offices of a Notary Public designated by the Sellers (the “ Notary Public ”), on or around 11.00 am (CET) on a date falling not later than eight (8) Business Days after the date on which the Anti-trust Condition shall have been satisfied according to Clause 3 (but in no event prior to October 1, 2013),

provided however that if, at that date on which the Closing would otherwise occur, the financial information referred to in Clause 8.3(a) with respect to the fiscal quarter ended September 30, 2013 or December 31, 2013 have been delivered to the Purchaser in compliance with Clause 8.3(a) but not prior to, respectively, November 1, 2013 or February 1, 2014, then at Purchaser’s election the Closing shall occur no earlier than the 14th day following receipt by the Purchaser of such financial information (or, if such day is not a Business Day, on the next immediately following Business Day).

And further provided that, without limiting Purchaser’s rights under Clause 13.2 to terminate this Agreement or Clauses 13.3 or 16.2 , if, at the date when Closing should take place the TCG Group has incurred debt since the Locked Box Date in a manner inconsistent with Clause 11.3(i) (to the extent such debt is not prepayable at the Closing) or the activities described in Clause 11.6.1 have not been terminated by the TCG Group, or all of the actions required by Clause 11.6.2 have not been completed, in each case of Clauses 11.6.1 and 11.6.2 , prior to the end of the OFAC Termination Period, the Closing may be delayed at the request of any of the Parties for not more than thirty (30) calendar days (but in no event later than eight (8) Business Days following the Long Stop Date) during which (i) the Sellers shall pass the corporate resolutions as administrators of the Company to fix such situations (solely in the case of debt incurred, being those resolutions that Purchaser recommends), including the replacement of managers and giving instructions to those new managers to cancel the debt and/or to terminate the activities as required by and in accordance with Clause 11.6 , all at the expense of the TCG Group and (ii) the Price Increase through Closing shall not apply in favor of any Seller. For the avoidance of doubt, at the end of such thirty (30) calendar day (or shorter) delay period, Purchaser may elect to terminate this Agreement in accordance with Clause 13.2 if such matters are not remedied by the end of such period.

Notwithstanding any other provision in this Agreement, the date of the Closing (hereinafter referred to as the “ Closing Date ”) may, for the avoidance of doubt, fall beyond the Long Stop Date if the Anti-trust Condition is fulfilled before the Long Stop Date, but in no event (including pursuant to any extension right for the time of the Closing pursuant to this Clause 12.1 , Clause 17.3 or otherwise) shall the Closing take place later than eight (8) Business Days following the six (6) month anniversary of this Agreement).

No later than 5 Business Days and no earlier than 10 Business Days prior to the Closing, Sellers shall deliver to the Purchaser a detailed schedule setting forth the calculation of the amounts payable by Purchaser pursuant to this Agreement, including without limitation the Shares Purchase Price, the Shareholders’ Loans Purchase Price, the amount of any Leakage, the Price Increase through Closing, any Potential Announced Leakage, any debt (and a description of the nature thereof) incurred since the Locked Box Date and any other components of such calculation. In connection with the foregoing, Sellers shall deliver all supporting documentation and provide to Purchaser access to the TCG Group companies and their books and records, and to the applicable Representatives of Sellers and the TCG Group companies, as reasonably requested by Purchaser in furtherance of its review of such schedule.

On the Closing Date, all of the actions listed below shall be effected simultaneously ( unidad de acto ):

If the Purchaser has appointed an Affiliate(s) as the acquirer of the Shares and/or the assignee(s) of the Shareholders Loans, the agreed form of Transfer Deed attached hereto shall be executed also by the Purchaser as joint and several guarantor of the obligations of the Purchaser’s Affiliate(s). The Parties shall insert appropriate amendments into the Transfer Deed.

Funding by the Purchaser at the Closing will be arranged in coordination with Sellers to the effect that all the outstanding debt obligations secured by any security granted by any Seller over any Shares or any security granted by any member of the TCG Group in respect of shares in the capital of another member of the TCG Group or in respect of any of its assets, in each case, to secure the obligations of the Company under the TCG Facility, are settled, and hence the securities are completely and fully released and discharged by the Lenders.

In particular, the Sellers shall cause the termination (at the Sellers’ sole cost) of any employment or other office or director position held by Mr. Carlos Colomer in any TCG Group company at no cost for the TCG Group. Until the Closing, Mr. Colomer will continue receiving the remuneration and other fringe benefits and services benefits that he had been entitled to prior to the commencement of the Auction Process that are set forth on Schedule 12.2(g) .

If applicable, the representative of Purchaser shall deliver to the Notary Public authorizing the Transfer Deed a D-1A to communicate the corresponding foreign investment to the Spanish General Directorate for Trade and Investment.

Each of the Parties undertakes to do all that is within its reasonable capability, and to use its reasonable efforts to implement the necessary steps and to marshal the documents which are necessary for the Closing of the Transaction to be completed as envisaged in this Agreement.

Without limiting the foregoing, at and after the Closing, Sellers shall on being requested to do so by the Purchaser, do or procure the doing of all such acts and/or execute or procure the execution of such documents as the Purchaser may from time to time reasonably require in order to vest any of the Shares in the Purchaser or as otherwise may be necessary to implement and give full effect to this Agreement; and the Purchaser shall, on being requested to do so by the Sellers, do or procure the doing of all such acts and/or execute or procure the execution of such documents as the Sellers may from time to time reasonably require to be necessary to implement and give full effect to this Agreement.

it being agreed that nothing in this Clause 13.1(a) shall give Sellers a right to delay the Closing or otherwise constitute a waiver of or limit Purchaser’s remedies under this Agreement.

Termination of this Agreement will only occur as follows:

The Parties shall not be entitled to terminate this Agreement for breach of any other obligation of any other Party, except in the events specifically described in the previous paragraphs of this Clause 13.

The effects of termination will depend on the reason for the termination.

For the avoidance of doubt, in no event shall any Party be entitled to (x) recover more than once in respect of the same Damages or damages arising from the same occurrence or set of occurrences; (y) receive more than one termination fee; or (z) the remedy of specific performance in addition to the collection of any termination fee.

The provisions of this Clause 13 , Clause 16.2(d) and (e) , sub-clauses 17.8 through 17.11 (inclusive) and Clauses 18 through 24 (inclusive) and Exhibit 1 will survive termination on grounds of default, and will continue binding those Parties in respect of which the termination is effective. For the avoidance of doubt, nothing in this Clause 13.4 shall limit any rights of Purchaser in the event the Closing occurs, including but not limited to pursuant to Clause 16.2 .

Each Seller represents and warrants to the Purchaser that (the “ Sellers’ Warranties ”):

The Purchaser represents and warrants to the Sellers that:

The Sellers and the Purchaser shall reiterate and confirm their respective representations and warranties at the Closing with respect to this Agreement and with respect to the contractual documentation and actions to be executed at the Closing.

The Purchaser acknowledges and agrees that, in consideration of (a) the Due Diligence exercise conducted by the Purchaser, (b) the Sellers’ limited involvement in the business conduct and in the financial reporting by TCG, and (c) the price agreed hereunder (which has been negotiated in consideration of the acceptance by the Purchaser of this specific feature of this transaction), the Sellers make no representations and undertake no warranties, nor any other liability for “manifest defects” ( vicios aparentes ) or “hidden defects” ( vicios ocultos ) nor assume any indemnity undertaking in favor of the Purchaser or the Company other than those contained in Clause 16.2 below, and therefore the Purchaser agrees to this Transaction with no other representation made or warranty given by the Sellers with respect to TCG and its Group, the Budget Plan, the TCG Group’s assets, rights and liabilities (whether actual or contingent), its financial situation, its past or future business performance, risks and profitability, whether arisen prior to this Agreement, at the time of entering into this Agreement, during the Interim Period, on the Closing Date or thereinafter.

Each Seller, in the proportion that the Shares held by each Seller (as set forth in Whereas V) represent in the total number of Shares, shall indemnify the Purchaser as follows:

In the event of breach of Sellers’ Warranties set forth in Clause 15.1(a), the indemnification to the Purchaser shall include at least the amount of the Payment and Funding Obligations, without prejudice to any other remedies that may be available to the Purchaser by law or under this Agreement.

For the avoidance of doubt, the expression “all losses and damages” shall not be deemed to refer only to the defined term Damages but to include all indemnifiable damages under Spanish law. Notwithstanding anything herein to the contrary, nothing in this Agreement shall limit the rights of the Parties to claim for fraud and willful misconduct to the extent they may be asserted under Spanish law.

Each of the Sellers undertakes to the Purchaser that any right of pre-emption or restriction on the transfer of any Share imposed by the Company’s by-laws, or otherwise contractually established in shareholders’ agreements executed among the Sellers (and others, as applicable), does not apply to the acquisition of the Shares hereunder and each of the Sellers waives any such right or restriction conferred on it or the application thereof to the transfer of any Share and shall, before Closing, procure from any of their Related Persons, and use reasonable best efforts to procure from any third party, the irrevocable waiver of any such right or restriction conferred on any other Person who is not a party to this Agreement.

The Sellers undertake that each of them and its Affiliates (including in the case of BCPPP, any entities or funds managed or controlled by entities of BCPPP’s group, while such entities or funds are subject to such Control or management), will not solicit or attempt to solicit for employment or for the purposes of entering into a services agreement, prior to the second (2 ^nd ) anniversary of this Agreement any of the persons employed at TCG at any time after the date hereof and prior to Closing, except that the foregoing restriction shall not apply to: (i) any general solicitations not specifically directed at any employees of TCG; and (ii) those persons who may have been terminated by their respective TCG employer from time to time after Closing other than for the voluntary resignation of the employee.

The Sellers have informed the Purchaser about the special sale bonus (together with any other sale bonus paid in lieu thereof or in addition thereto, including without limitation any adjusting additional payment of such bonus as a result of any payment of any Contingent Purchase Price, the “ Sale Bonus ”) that will be paid by the Sellers to certain managers of the TCG Group and the Sellers and the Purchaser have determined and set forth in a separate letter the methodology for calculation and the preliminary estimate of the amount of the withholding tax (including any income withholding tax, social security tax, employment-related withholding tax, “golden parachute”, excise tax or any similar tax, without duplication of matters in this paragraph or the next paragraph) payable by the companies of the TCG Group in connection with the Sale Bonus (the “ Withholding Amount ”, as such amount may be adjusted pursuant to the next paragraph of this Clause 17.3 ). Within 50 days after the date hereof, the Sellers and the Purchaser shall work together to produce an updated estimate of the Withholding Amount, using the methodology set forth in the letter referenced in the preceding sentence and taking into account the estimated payments to be made as of the Closing Date.  In the event that the Purchaser and the Sellers are unable to agree upon the Withholding Amount, Purchaser’s good faith estimate of such amount shall be the Withholding Amount for purposes of the remainder of this paragraph. The Withholding Amount shall be deducted from the payment of the Shares Purchase Price otherwise payable at Closing, and thereafter paid by the Purchaser, on account of Sellers, to the relevant company in the TCG Group. Except as provided in Clause 17.5 , the Sellers will have no further obligation or liability with respect to the withholding duties.  Any payments of the Sale Bonus (other than payments that are then contingent) shall be made at the Closing. 

During the Interim Period, the Sellers shall, in consultation with Purchaser, use commercially reasonable efforts to obtain appropriate shareholder approval of the Sale Bonus and take such other appropriate action in accordance with the requirements of Section 280G of the U.S. Internal Revenue Code (the “ Code ”) so that (a) amounts will not be required to be withheld from the Sale Bonus in respect of excise taxes pursuant to Section 4999 of the Code and (b) no member of the TCG Group will lose the right to deduct the Sale Bonus as a result of the operation of Section 280G of the Code (such approvals and other actions, the “ 280G Approvals ”).  If the Sellers are able to obtain the 280G Approvals, no amounts shall be added to the Withholding Amount on account of Section 4999 of the Code, all of the Sellers’ obligations with respect to the Withholding Amount as determined at Closing pursuant to this paragraph shall be deemed satisfied for all purposes of this Agreement and the Purchaser will cause the TCG Group to report on its tax returns in a manner consistent with having satisfied the requirements of Section 280G of the Code. If the Sellers are unable to obtain the 280G Approvals within 45 days after the date hereof, the Purchaser and the Sellers shall work together to produce a reasonable estimate of the excise tax applicable to the Sale Bonus if the Sellers were to fail to obtain the 280G Approvals but nevertheless proceed with the Sale Bonus. In the event that the Purchaser and the Sellers are unable to agree upon such excise tax amount, Purchaser’s good faith estimate of such amount shall be the excise tax for purposes of the remainder of this paragraph. If Sellers fail to obtain the 280G Approvals but nonetheless pay the Sale Bonus or other amounts that constitute parachute payments under Section 280G of the Code then, subject to Purchaser’s rights under Clause 13.2(e), the Withholding Amount shall be increased by an amount equal to the excise taxes payable with respect to such payments.

If five (5) calendar days prior to the Closing the Sellers shall have not obtained the 280G Approvals in accordance with the preceding paragraph, the Sellers shall be entitled to extend the Closing date for an additional period of fifteen (15) calendar days (during which time the Price Increase through Closing shall not apply in favor of any Sellers), provided that in no event shall the Closing Date be extended beyond the date that is eight (8) Business Days following the Long-Stop Date. In the event of any extension, nothing shall limit Purchaser's rights under the preceding paragraphs of this Clause 17.3 or Clause 13.2(e) .

The relevant company in the TCG Group shall pay to the Tax Authorities the Withholding Amount, pursuant to the tax regulations.

Subject to the Closing occurring, upon the signature of this Agreement by the Parties hereto, the Purchaser, on its own name and on behalf of all its Affiliates, Related Persons and group companies (Revlon Entities for the purposes of this Clause 17.4 ), expressly waives any right to receive or claim from any of the Sellers, their Related Persons, Affiliates or group companies and/or from any TCG group company, any and all outstanding payments deriving from the Purchase Agreement dated February 18 2000, as amended, by and between Revlon, Inc. and other companies controlled by Revlon, Inc., and TCGP (then a Luxembourg S.a.r.l company under the name of Beauty Care Professional Products Luxembourg, S.a.r.l.), including, in particular, any contingent consideration that might be due under Section 2.8 of that agreement.

Any such payment, if any, made by any TCG Group company in favor of any Revlon Entity will not be deemed as a Leakage herein nor would it entail any reduction of the Purchaser’s Funding and Payment Obligations.

Payment of the Contingent Purchase Price will be made by the Purchaser to the Sellers (pro rata to the Shares sold by each of them hereunder), subject to the following paragraph, during the following ten (10) calendar days after TCG Group receives the corresponding amount in cash (or a credit which is actually used as a setoff for amounts otherwise due which shall be deemed to be received on the date the amounts were otherwise due) after any final, binding and non-appealable resolution released by the competent Court on any of the appeals referred to in Exhibit 6.1 .

Payment of the Contingent Purchase Price will be made in Euros and shall be reduced by (i) the amount of any applicable deduction or withholding or any other taxes payable by the TCG Group in respect of the receipt of any amounts pursuant to the appeals referred to in Exhibit 6.1 , whether on account of any cost, charges, withholding tax or any other cause, (ii) the third-party out-of-pocket costs and expenses (to the extent not advanced by Sellers), including but not limited to all third-party out-of-pocket legal and other professional fees and expenses, of the TCG Group companies incurred or paid from and after June 30, 2013 in connection with or arising out of the matters described in Exhibit 6.1 , and (iii) any income withholding tax, social security tax, employment-related withholding tax, "golden parachute" excise tax or any similar tax and any interest, penalties or additions to tax related thereto in excess of the Withholding Amount as determined at Closing assessed by a taxing authority or authorities on any member or members of the TCG Group in connection with the Sale Bonus. For purposes of this Clause 17.5 , a tax shall be considered to be assessed to the extent that (A) a taxing authority has raised an issue or levied an assessment related to the Sale Bonus in an audit or other examination of a member of the TCG Group, or (B) Purchaser otherwise reasonably determines in good faith after consultation with the Sellers that there is a significant risk that such a tax may be imposed by a taxing authority on a member of the TCG Group, in each case in an amount as reasonably determined by the Purchaser. Additionally , Purchaser shall be entitled to offset from any Contingent Purchase Price payment any portion (or all) of outstanding payments owed to Purchaser pursuant to Clause 16.2 . For the avoidance of doubt, the Contingent Purchase Price cannot be less than zero.

The Purchaser will cause TCG Group companies to utilize Uria and Garrigues (at the cost of the Sellers) to represent TCG Group with the referred appeals (it being agreed that, notwithstanding anything in this Agreement to the contrary, the Sellers shall have the right to direct such appeals, provided that the Purchaser may participate in all aspects of such appeals, including, without limitation, receiving documents and attending hearings and conferences, and provided further that the Sellers shall reasonably consider the input of Purchaser, taking into account the Purchaser’s significant interest in preserving the good will, reputation and legal rights and interests of the TCG Group. Notwithstanding the foregoing, the Sellers shall not direct the settlement or compromise of any appeal without the express prior written consent of the Purchaser, except that the Purchaser’s prior written consent shall not be required for the Sellers to direct the settlement or compromise of any appeal if such settlement or compromise satisfies all of the following: (A) it results solely in the payment of a monetary award to the TCG Group, (B) it provides for an unconditional release of the TCG Group companies, (C) it does not require an admission of liability on the part of the TCG Group or any of its Affiliates, and (D) it does not impose any restrictions or obligations on the TCG Group or any of its Affiliates or adversely affect the business, financial condition, reputation or tax position of the TCG Group or any of its Affiliates.

After the Closing Date, the Purchaser shall furnish each Seller with any information relating to the TCG Group reasonably required by Sellers to comply with their reporting requirements under any applicable laws as soon as reasonably practicable following such Seller’s request.

From and after the date hereof, including after the Closing Date, each Seller shall furnish to the Company any information relating to the TCG Group, provided it is available to each relevant Seller and, with respect to periods after the Closing Date, missing in the TCG Group files, reasonably required by the Company or the Purchaser, as applicable, for any reasonable business purpose, including to comply with its reporting requirements under any applicable laws, as soon as reasonably practicable following such request of any member of the Company or the Purchaser, subject to applicable antitrust and competition law.

Any Leakage (other than any Potential Announced Leakage) that is denominated in Euros will be converted into US Dollars for quantifying the corresponding adjustment of the Shares Purchase Price provided in this Agreement at the official exchange rate published by the European Central Bank for Euros/US Dollar on the date of the Leakage or if such Date is not a Business Day, on the immediately following Business Day. In the case of any Potential Announced Leakage resulting from the drawdown under the TCG Facility in Euros, the amount of such drawdown, plus any accrued interest, any gross-up payments, if applicable, and any fees, including for the commitment (whether paid by any member of the TCG Group or funded by a drawdown of the TCG Facility), under the TCG Facility (including the applicable portion of the initial commitment fee), will be converted into US Dollars for quantifying the corresponding adjustment of the Shares Purchase Price provided in this Agreement at the average of the official exchange rate published by the European Central Bank for Euros/US Dollars as of the close of business for the three (3) Business Days immediately prior to the Closing Date.

Any other currency conversion that might be appropriate for the purposes of this Agreement will be calculated pursuant to an analogous method, taking the European Central Bank’s official exchange rate at the relevant date.

The obligations of the Sellers under this Agreement are several and not joint in all respects.

When several Sellers are liable for an obligation under this Agreement, each Seller’s obligation shall be proportional to its pro rata share in the Company’s share capital.

A Seller will only be liable to indemnify the Purchaser for its own breaches of obligations binding upon such Seller under this Agreement, and not for breaches by other Sellers of their obligations.

If any obligation or liability of one or more (but not all) of the Sellers is, or becomes, illegal, invalid or unenforceable in any respect, that shall not affect nor impair the validity and enforceability of the obligations and liabilities of the other Sellers under this Agreement.

Nothing in this Agreement shall prevent the Parties from asking the courts for all measures which enable them to prevent breaches or threatened breaches of their contractual and legal rights (including specific performance) or, in general, to seek the enforcement of the Agreement. In particular, the Parties shall be entitled to any and all kinds of precautionary measures, including preventive and/or mandatory injunctions. In any case, for the avoidance of doubt the Parties acknowledge that any breach or threatened breach of this Agreement would imply an extreme risk of frustration of its purposes and of its enforcement.

Except as provided in Clauses 4.3 and 5.3 , none of the rights and benefits under this Agreement (including any cause of action arising in connection with any of them) may be assigned by a Party.

Without prejudice to the above, the Purchaser may assign its right to purchase and acquire the Shares or the Shareholders Loans to one or more Purchaser’s Affiliates subject to the provision in Clauses 4.3 and 5.3 , and consequently the Purchaser shall be jointly and severally liable with such assignee for the full and timely settlement by such assignee of the Payment and Funding Obligations assumed by Purchaser under this Agreement.

If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, such provision shall be deemed to be severed from this Agreement. The remaining provisions will remain in full force in that jurisdiction and all provisions will continue in full force in any other jurisdiction. The Parties shall in good faith negotiate a valid, legal and enforceable provision for the purposes of replacing the provision in question on terms as similar as possible.

The Parties agree that this Agreement shall prevail over any other document formalizing the transactions contemplated in this Agreement and, therefore, the parties agree not to take any actions under those documents with the purpose to claim or exercise any rights, or that result in a claim or exercise of rights, against the other party that are not recognized as available to such Party in this Agreement.

Each of the Sellers agrees that between the date of this Agreement and the Closing Date, none of the Sellers shall, and shall procure that none of their Related Persons shall solicit, initiate or engage in discussions or negotiations in connection with any other proposals or offers from any Person (other than the Purchaser or its Affiliates) relating to any acquisition or purchase of any equity or debt interest in or assets of any member of the TCG Group or any merger, consolidation or other business combination, involving or otherwise relating to any member of the TCG Group or its assets (together, an “ Alternative Proposal ”), participate in any discussions or negotiations with any Person (other than the Purchaser and Representatives) regarding any Alternative Proposal or furnish to any Person (other than the Purchaser and its Representatives) any information in any form (e.g., written, oral or electronic) with respect to the TCG Group or its business or otherwise cooperate with or assist any such Person to make an Alternative Proposal, or enter into any agreement, letter of intent or other commitment, arrangement or understanding with respect to any of the foregoing. Each Seller shall immediately upon execution of this Agreement terminate or cause to be terminated any such activities and shall notify the Purchaser of any inquiry or contact from a third party relating to an Alternative Proposal and shall request the return or destruction of any information provided to any Person prior to the date hereof in connection with any potential Alternative Proposal to the extent permitted under the applicable confidentiality agreement with such Person.

From and after the date hereof, the terms and conditions contained in this Agreement and any information delivered by one Party to any other Party in connection with this Agreement (the “ Information ”) shall be kept strictly confidential by the receiving Party and shall not be used by the receiving Party except in connection with the Transaction. Following the Closing (x) Information of the Purchaser shall include all the information relating to the business, financial or other affairs of TCG Group (the “ TCG Information ”) and (y) the Sellers shall be deemed to be the receiving Party with respect to the TCG Information.

Each Party agrees to limit the distribution of the Information received only to its Affiliates and its Representatives (all of whom shall be informed of the confidentiality and use restrictions thereof and shall agree to keep it confidential and only use such Information to the same extent the distributing Party is bound) as far as such distribution is necessary for the completion, enforcement and fulfilment of this Agreement and for audit, accounting or internal compliance purposes of each Party.

Notwithstanding the foregoing, a Party may disclose Information if, and only to the extent (i) such disclosure is required by any applicable laws, administrative or judicial order, or by the rules or regulations of any stock exchange or other regulatory body to which such Party is subject; (ii) such disclosure is required to complete the actions, fulfill the obligations and vest or enforce the rights set forth hereunder; (iii) the disclosed Information has come into the public domain through no fault of the Party making the disclosure; (iv) the disclosure is made by the Purchaser to the financial institutions considering providing financing to the Purchaser; or (v) such disclosure is made by the Sellers to the investors of the respective Sellers’ funds, as reasonably necessary to be disclosed to the investors in their capacity as investors (other than in with respect to TCG Information following the Closing); provided that in case of paragraph (i) (but other than in connection with public company reporting requirements), the disclosing Party shall provide the other Party with advance notice of such disclosure and a reasonable opportunity to seek an appropriate protective order or other remedy (which the Parties will reasonably cooperate in obtaining) .

Purchaser acknowledges and agrees that, in addition to the foregoing, the terms and conditions of the confidentiality agreement executed on July 11, 2012 as extended on April 11, 2013 (the “ Confidentiality Agreement ”) with respect to this Transaction will continue to be binding upon it through Closing. If the Closing occurs, the Confidentiality Agreement shall terminate and, if Closing does not take place, the Confidentiality Agreement shall continue to apply for the term set forth in the Confidentiality Agreement.

The execution of this Agreement can be publicly announced by either Party. The Sellers will delay broadcasting public information about the execution of this Agreement or the consummation of the Transaction until the public announcement by the Purchaser of such execution or consummation, as the case may be (but not later than 4 business days following such event).

The Purchaser and the Sellers will provide drafts of any proposed public announcements prior to public disclosure thereof and will consider in good faith any suggestion to, or from, the other Party. The Sellers agree that they may not publicly disclose any terms of this Agreement or the Transaction that have not been publicly disclosed by Purchaser. Reporting by BCPPP to its ultimate investors will not be considered a public announcement, provided that the reporting by BCPPP to its ultimate investors of the execution of this Agreement or the consummation of the Transaction shall not occur prior to the initial public announcement on Form 8-K of the execution of this Agreement or the consummation of the Transaction, as applicable, by Purchaser and BCPPP shall provide Purchaser with an opportunity to review and comment on such reporting reasonably in advance of such reporting.

Except as provided otherwise herein, each Party shall pay its own costs and expenses in connection with the negotiation, due diligence (in the case of the Purchaser), preparation and performance of this Agreement. The fees of advisors, auditors and other professionals retained in connection with the Transaction by the Purchaser or the Sellers shall be borne by the Party that in each case contracted such advisors.

The Purchaser shall pay all costs of its Due Diligence. The TCG Group companies shall pay the costs of the Due Diligence preparation for and availability during the Auction Process (except for the fees for the VDD payable to Deloitte to the extent not paid by the TCG Group prior to the Locked Box Date, which will be reimbursable by the Sellers). For the avoidance of doubt, any fees and expenses of legal firms and financial advisors (including Uría Menéndez, Michel Dyens and, to the extent not paid on or prior to June 30, 2013, Deloitte), other than those firms and advisors retained by the Purchaser, in connection with the Transaction will be borne by the Sellers.

All Taxes and expenses in connection with the Transaction will be borne by the Purchaser except for:

All payments to be made under this Agreement shall be made in full without any set-off or counterclaim and free from any deduction or withholding.

If any amount required to be paid under this Agreement is not paid when due, interest shall accrue on the unpaid amount from, and including, the date when payment was due up to, but excluding, the date when the due amount is fully settled at an annual rate of interest equal to the sum of (i) the legal interest rate in Spain from time to time plus (ii) 5% (the “ Delay Interest ”).

Any Delay Interest accrued will be due and payable immediately and shall not be capitalised nor accrue new Delay Interest.

Payment of Delay Interest shall be made at the time, and with preference to, payment (whether total or partial) of the outstanding principal amount. Payment of the principal amount without settling the accrued interest amount will, however, not terminate the obligation to pay the Delay Interest accrued.

Any notice or other communication to be given under or in connection with this Agreement shall be in the English language (unless the document is a statutory or other official document in which case, if required by the addressee, it shall be accompanied by a sworn English translation) in writing and signed by or on behalf of the Party giving it and marked for the attention of the relevant Party. A notice may be delivered personally or sent by fax, or recognized courier delivery service or e-mail, to the address or fax number provided below:

A notice shall be deemed to have been served:

provided that, in each case where delivery by hand or by e-mail occurs outside Working Hours for the Party receiving such notice or at any time on a day which is not a Business Day, service shall be deemed to occur at 9:00 a.m. on the next following Business Day.

Reference to time in this Clause are to local time at the address to which the relevant notice is sent.

The Parties expressly waive the jurisdiction of any forum that any of the Parties may be entitled to, and agree to submit the decision on any dispute arising out of or in connection with this Agreement or any other Transaction documents (including a dispute as to the existence, validity or termination of this Agreement or such other Transaction documents, and the consequences of their nullity) to the exclusive jurisdiction of the courts of the city of Madrid (Spain).

This Agreement shall be governed by and construed in accordance with Spanish common Law, excluding the conflict of law provisions thereof. This Agreement is being entered into by the Parties in English. The Parties will cooperate in good faith to agree, no later than thirty (30) calendar days after the date hereof, to a Spanish translation of the Agreement, which shall be incorporated into the Transfer Deed together with the executed English version of the Agreement. In the event of conflict between the English and the Spanish versions of this Agreement, the English version shall prevail.

IN WITNESS WHEREOF each Party has executed this Agreement, or caused this Agreement to be executed by its duly authorized representatives.

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SIGNATURE PAGE

Exhibit 1

Definitions

In this Agreement the following terms shall have the meaning set forth below (such meanings to be equally applicable to the singular and plural forms of such terms):

“ Affiliate ” means, with respect to a Person, any other Person, directly or indirectly, Controlling or Controlled by, or under common Control with, that Person.

“ Agreement ” means this document and all the Exhibits and Schedules attached hereto, each of which constitutes an integral part of this Agreement.

“ Budget Plan ” means the budget plan for the TCG Group for 2013 as mutually agreed in writing by the parties as of the date hereof.

“ Business Day ” means a day (other than Saturday, Sunday or a public holiday) on which banks are generally open in Madrid and New York for normal business.

“ Control ” means, with respect to a Person, the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“ Damages ” means all actual damages ( daño emergente ), including charges, costs, fines, penalties, interest and all legal and other professional fees and expenses, including in each case, all related Taxes, and excluding any indirect damages, consequential damages, loss of profits and any form of punitive damages.

“ Encumbrance ” means any right or interest of any Person or any mortgage, charge, pledge, encumbrance, lien, assignment, hypothecation, security interest or title retention or similar restriction on transfer of title or voting right.

“ IFRS ” means the International Financial Reporting Standards issued by the International Accounting Standards Board (incorporating International Accounting Standards issued by the former International Accounting Standards Committee) and the final interpretations prepared by the International Financial Reporting Interpretations Committee of the International Accounting Standards Board as approved by the International Accounting Standards Board (including, where applicable, interpretations of International Accounting Standards by the former Standing Interpretations Committee of the International Accounting Standards Committee).

“ Intellectual Property Rights ” means patents, trademarks, logos, trade names, internet domain names, rights in designs, copyright (including rights in computer software) and moral rights, database rights, semi-conductor topography rights, utility models, rights in know-how and other intellectual property rights, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world.

“ Key Senior Management ” shall mean Mr. Lorenzo Delpani, Mr. Hans Marteau, Mr. Martín García, Mr. Sennen Pamich, Mr. Javier Asarta, Mr. Jordi Puntes, Mr. Roberto Simón and any other Person mutually agreed by the Sellers and the Purchaser from time to time.

“ Material Contract ” means any agreement or arrangement which (a) is in the nature of a partnership, joint venture or consortium arrangement; (b) involves or is reasonably likely to involve, a payment in excess of 100,000 Euros, individually or in the aggregate; (c) limits or excludes the ability of a TCG Group company to do business or to compete in any line of business; or (d) is not terminable by the TCG Group with penalty on less than twelve (12) months’ notice.

“ Notary Public ” means the notary public to be designated by the Sellers and before whom the Transfer Deed and related Closing actions referred to in Clause 12.2 will be carried out.

“ Ordinary Course of Business ” means ordinary course of business consistent with past practices of the TCG Business up to the date of this Agreement and, in all cases, consistent with the Budget Plan and the actions and decisions underlying the Budget Plan (but in no case shall the Sellers or the TCG Group management undertake any obligation or liability to achieve the specific business or financial results from such actions carried out and decisions made insofar as they are consistent with those underlying the Budget Plan).

“ Parties ” means the Sellers and the Purchaser.

“ Party ” means either any of the Sellers or the Purchaser as appropriate.

“ Person ” means any individual or an entity or organization, including a corporation, share company, limited liability company, partnership, trust, association, governmental authority or political subdivision, an agency or instrumentality thereof or anybody with legal personality separate from its equity-holders or members, and shall include that Person’s legal representatives and successors.

“ Related Persons ” means with respect to any Person, its Affiliate and the Representatives of such Person or of any of its Affiliates.

“ Representatives ” means, in relation to any Person, the directors, officers, employees and the advisors retained by such Person or any of its Affiliates for the relevant transaction or situation.

“ Tax ” means income taxes, duties, social security charges, customs, excise duties and withholding taxes and any other taxes or charges imposed by any authority, including penalties and interest relating to such taxes duties and charges.

“ TCG ” means group of companies headed by and including The Colomer Group Participations, S.L. as listed in Schedule II.

“ Transaction Documents ” means this Agreement, the Transfer Deed and any other document referred to in or contemplated by this Agreement .

“ Working Hours ” means 9:00 a.m. to 5.00 p.m. on a Business Day.