T ABLE OF C ONTENTS

2

Project Horizon

SPA, Execution Version

27/28 May 2014

3

4

5

6

Project Horizon

SPA, Execution Version

27/28 May 2014

7

Project Horizon

SPA, Execution Version

27/28 May 2014

8

9

Project Horizon

SPA, Execution Version

27/28 May 2014

P ARTIES

( Vinnolit Two S. à r.l. )

( Vinnolit Cayman )

Global Private Equity III Limited Partnership,

Global Private Equity III-A Limited Partnership,

Global Private Equity III-B Limited Partnership,

Global Private Equity III-C Limited Partnership,

Advent PGGM Global Limited Partnership,

Advent Euro-Italian Direct Investment Program Limited Partnership,

Advent European Co-Investment Program Limited Partnership,

GPE III-A Co-Investment Fund, Limited Partnership,

Advent Partners GPE-III Limited Partnership,

Advent Partners(NA) GPA-III Limited Partnership,

Advent Partners Limited Partnership,

(the limited partnerships collectively the Advent Funds )

( M2 AG )

( Mitarbeiter-GbR )

(Vinnolit Two S.à r.l., Vinnolit Cayman, M2 AG, Mitarbeiter-GbR and the Advent Funds, hereinafter collectively referred to as the Sellers and each of them individually as a Seller )

( the Purchaser )

10

Project Horizon

SPA, Execution Version

27/28 May 2014

(the Purchaser’s Guarantor )

(the Sellers, the Purchaser and the Purchaser’s Guarantor hereinafter collectively referred to as the Parties and each of them as a Party ).

P REAMBLE

A. WHEREAS the Sellers own all the shares in Vinnolit Holdings GmbH (the Company ), a company which is the holding company of a group that is engaged in the business of production, development, marketing and distribution of chemical products, in particular of polyvinyl chloride and its relevant intermediates for producing PVC, and in addition produces and markets chemical products such as caustic soda and tin tetrachloride (such business hereinafter also referred to as the Business ).

B. WHEREAS the Sellers intend to sell and transfer, and the Purchaser intends to purchase and acquire the Business by acquiring 100 per cent of the shares in the Company upon the terms and subject to the conditions of this sale and purchase agreement (the Agreement ).

NOW, THEREFORE, the Parties hereto agree as follows:

1. C ORPORATE O WNERSHIP

1.1 The Company

11

1.2 Shareholding

The Sellers are the legal and beneficial owners of the Shares.

1.3 Subsidiaries and participations of the Company

1.4 Effective Date

For the purposes of this Agreement, the Effective Date shall mean 31 December 2013, 24:00 hours (German time) / 1 January 2014, 0:00 hours (German time).

2. C URRENT F INANCING S TATUS

2.1 Financing agreements

Certain Vinnolit Entities are parties, in their capacity as either borrowers or guarantors, as the case may be, to the following financing agreements:

12

Project Horizon

SPA, Execution Version

27/28 May 2014

The Senior Facilities Agreement, the Intercreditor Agreement, the Hedging Agreements and the Exit Fee Agreement are herein collectively referred to as the Group Financing Agreements.

2.2 Financing Security

The Vinnolit Entities have granted certain security to Commerzbank in its capacity as security agent under the Group Financing Agreements for and on behalf of the secured parties and to certain other lenders (any and all security or collateral granted in relation to the Group Financing Agreements up until Closing herein Financing Security ) which, as of the Signing Date (as defined below in Section 8.1), comprise the Financing Security set forth in Annex 2.2 .

3. R EPAYMENT OF AMOUNTS UNDER G ROUP F INANCING A GREEMENTS

3.1 Notification to Commerzbank

The Sellers shall notify Commerzbank in its capacity as both facility and security agent under the Group Financing Agreements of the intended transfer of the Shares to the Purchaser.

3.2 Termination of Group Financing Agreements

The Sellers shall, and shall procure ( stehen dafür ein ) that the Vinnolit Entities shall (as provided for in Section 3.3(b)), cancel the Group Financing Agreements (except for the Exit Fee Agreement) in accordance with their terms no later than with effect as of the Closing Date.

3.3 Facilities Repayment Amount

13

Project Horizon

SPA, Execution Version

27/28 May 2014

3.4 Release agreement

No later than four (4) Business Days prior to the Closing Date, the Sellers shall deliver to the Purchaser letters from and/or agreements with Commerzbank in its capacity as security agent under the Group Financing Agreements (and/or from any other relevant lenders) in customary form and in accordance with the requirements of all applicable laws, providing for the full and unconditional (except as explicitly set forth below) release with effect as of the Closing Date (concurrently with the transfer of the Shares in rem at the latest) of the Financing Security and, as the case may be, the re-transfer or cancellation of all of the security interests and assets, rights and claims which are the subject of the Financing Security to (or for the benefit of) the Vinnolit Entities upon receipt and credit of the Facilities Repayment Amount to the Commerzbank Account (as defined in Section 6.5(c) below).

3.5 Cooperation in good faith

In case Commerzbank or any other of the relevant banks or financing institutions do not accept the mechanism set forth in this Agreement for the repayment of the Facilities Repayment Amount and/or the release of the Financing Security (the Repayment and Release Mechanism ), the Parties will cooperate in good faith in order to amend the Repayment and Release Mechanism so that it is acceptable to Commerzbank, the relevant banks and financing institutions, provided that any such amended Repayment and Release Mechanism shall in any event lead to a full and unconditional release of the Financing Security with effect as of the Closing Date (concurrently with the transfer of the Shares in rem at the latest) and provided further that any such amended Repayment and Release Mechanism does not lead to any increase (subject to slight increases of fees and costs to be determined in good faith) of the Facility Repayment Amount (including fees and costs) or the total consideration payable on the part of the Purchaser under this Agreement.

4. A SSUMPTION OF U PSTREAM L OAN

4.1 Upstream Loan

Vinnolit KG as lender and Vinnolit Two S.à r.l. as borrower entered into a credit facility agreement in a principal amount of up to EUR 27,000,000 dated 15 July 2005 as amended from time to time (herein Upstream Loan ). As of the Signing Date, a principal amount of approximately EUR 18,800,000 has been drawn by Vinnolit Two S.à r.l. under the Upstream Loan and the Sellers estimate that an additional principal amount of up to EUR 4,700,000 might be drawn by Vinnolit Two S.à r.l. under the Upstream Loan until the Closing Date. The Sellers estimate that the amount outstanding including all accrued interest as at Closing Date is approximately EUR 34,000,000. The estimate in the preceding sentence is based on the assumption that Closing occurs at 31 July 2014.

4.2 Notification of Upstream Loan Amount

The Sellers shall notify Purchaser in writing or in text form of the total amount of the anticipated obligations and other liabilities (including any accrued interest) of Vinnolit Two S.à r.l. from or in connection with the Upstream Loan as of the Closing Date, no later than five (5) Business Days prior to the Closing Date (such amount as notified the Upstream Loan Amount ).

14

Project Horizon

SPA, Execution Version

27/28 May 2014

4.3 Assumption of Upstream Loan

The Purchaser hereby undertakes to assume with full discharge ( schuldbefreiend ) any obligations and other liabilities of Vinnolit Two S.à r.l. from or in connection with the Upstream Loan ( Schuldübernahme ) notified to it in accordance with Section 4.2. Vinnolit Two S.à r.l. and the Purchaser hereby agree by way of an independent acknowledgement of debt ( Schuldanerkenntnis ) that upon such assumption of the Upstream Loan ( Zug um Zug ), Vinnolit Two S.à r.l. shall owe to the purchaser a consideration in cash equal to the amount of the Upstream Loan Amount (the Upstream Loan Compensation ). The assumption of the Upstream Loan by the Purchaser by way of contractual novation ( im Wege der Vertragsübernahme ) shall not be effected by means of this Agreement but by means of a separate loan assumption agreement to be entered into on the Closing Date substantially in the form attached hereto as Annex 4.3 (herein Loan Assumption Agreement ). The Sellers shall procure that the relevant Vinnolit Entities irrevocably consent to the assumption of the obligations and other liabilities from or in connection with the Upstream Loan by Purchaser.

4.4 Termination of Support Letters

Vinnolit KG has issued letters dated 10 February 2014, 25 March 2013, 23 March 2012, 8 June 2011, 20 April 2010 and 16 June 2009 to Vinnolit Two S.à r.l regarding the continuation of support via the Upstream Loan (the Support Letters ). Vinnolit Two S.à r.l. hereby (i) waives any and all rights under and in connection with the Support Letters effective as of the Closing and (ii) undertakes to terminate the Support Letters on the Closing Date by way of termination agreement substantially in the form as set forth in Annex 4.4 .

5. S ALE AND P URCHASE ; T RANSFER

5.1 Sale and purchase of the Shares; Right to profits

5.2 Transfer of Shares

15

Project Horizon

SPA, Execution Version

27/28 May 2014

6. P URCHASE P RICE ; P AYMENT OF P URCHASE P RICE

6.1 Purchase Price

6.2 Escrow Amount

On or prior to the Closing Date, the Sellers, the Purchaser and the acting notary (the Escrow Agent ) shall enter into an escrow agreement (the Escrow Agreement ) substantially in the form attached as Annex 6.2 . The Escrow Agreement shall provide that, on the Closing Date, an amount equal to EUR 10,000,000 (in words: ten million euro) (the Escrow Amount ) shall be paid by the Purchaser to the escrow account set forth in the Escrow Agreement (the Escrow Account ) and shall serve as collateral for any claims of Purchaser under Sellers’ Guarantees, or any other claims of Purchaser under this Agreement notified by Purchaser to Sellers within 18 (in words: eighteen) months from the Closing Date, and shall be released in accordance with the Escrow Agreement. Purchaser herewith undertakes to use the amounts on the Escrow Account as its sole source of remedy for any claims under this Agreement for as long and insofar as the Escrow Account provides coverage.

16

Project Horizon

SPA, Execution Version

27/28 May 2014

6.3 Payment of Purchase Price and Escrow Amount

6.4 Default interest

If any Party breaches its obligations under this Agreement and thus is in default ( Verzug ), it shall pay default interest ( Verzugszinsen ) at a rate of 8% (in words: eight per cent) per annum. The other Party’s right to claim further default-related damages ( Verzugsschaden ) shall remain unaffected. For the avoidance of doubt, the default interest shall be paid in lieu of any interest payable on the amounts due pursuant to this Agreement.

6.5 Conditions of payment

17

Project Horizon

SPA, Execution Version

27/28 May 2014

6.6 Exclusion of set-off

Any right of a Party to set off ( aufrechnen ) and/or withhold ( zurückbehalten ) any payments due under this Agreement vis-à-vis any other Party is hereby expressly waived and excluded except for claims of the Party declaring the set-off which are provided for expressly in this Agreement or acknowledged by the other Party in writing or if and to the extent the Party exercising the right of set-off has an enforceable title ( Vollstreckungstitel ) against the other Party.

7. C LOSING ; C LOSING C ONDITIONS

7.1 Closing; Closing Date

The consummation of the transactions contemplated by this Agreement (the Closing ) shall take place at the offices of Freshfields Bruckhaus Deringer LLP in Prannerstraße 10, 80333 Munich, on the Closing Date. Closing Date shall mean the last Business Day of the calendar month in which the Closing Conditions set forth in Section 7.2 have been fulfilled, or, in case fulfillment of such Closing Conditions occurs within the last five (5) Business Days of a calendar month, the last Business Day of the following calendar month, or any other date as mutually agreed upon by Sellers and Purchaser.

7.2 Closing Conditions

The obligations of the Sellers and the Purchaser to carry out the Closing shall be subject to the satisfaction of the following conditions to Closing (the Closing Conditions ) :

18

Project Horizon

SPA, Execution Version

27/28 May 2014

7.3 Negative Closing Conditions

The Parties shall not be obliged to carry out the Closing if, during the period prior to the Closing Date, at least one of the following events has occurred (the Negative Closing Conditions ):

Purchaser may, at its sole discretion, waive the Negative Closing Condition stipulated in Section 7.3(b).

7.4 Consequences of non-satisfaction of the Closing Conditions

19

Project Horizon

SPA, Execution Version

27/28 May 2014

7.5 Actions on the Closing Date

At the Closing, the Sellers and the Purchaser shall simultaneously ( Zug um Zug ) take the following actions:

20

Project Horizon

SPA, Execution Version

27/28 May 2014

8. S ELLERS ’ G UARANTEES

8.1 Form and scope of Sellers’ Guarantees

Each Seller hereby guarantees, on a several basis ( Einzelschuldner ) and not on a joint basis, to the Purchaser by way of an independent promise of guaranty pursuant to Section 311 para. 1 of the German Civil Code ( selbständiges Garantieversprechen im Sinne des § 311 Abs. 1 BGB ) within the scope and subject to the requirements and limitations provided in Section 9 hereof or otherwise in this Agreement that the statements set forth in Sections 8.2 through 8.16, in case of Sections 8.2(a), (b), (c), (d) and (e) as regards the Company only with respect to the Shares held by the respective Seller, are complete and correct as of the date of this Agreement (the Signing Date ) and, in case of Sections 8.2(a), (b), (c), (d) and 8.2(f), also as of the Closing Date. The Sellers and the Purchaser agree and explicitly confirm that the guarantees in Sections 8.2 through 8.16 (the Sellers’ Guarantees ) are not granted, and shall not be qualified and construed as, quality guarantees concerning the object of the purchase ( Garantien für die Beschaffenheit der Sache ) within the meaning of Sections 443, 444 of the German Civil Code.

8.2 Corporate issues and authority of the Sellers

21

Project Horizon

SPA, Execution Version

27/28 May 2014

8.3 Financial Statements

22

Project Horizon

SPA, Execution Version

27/28 May 2014

8.4 Hedging

Except as set forth in Schedule 8.4 , none of the Vinnolit Entities is participating in any financing hedging operations, interest rate or currency exchange rate swaps, or agreements of similar speculative nature.

8.5 Real property

8.6 Intellectual Property Rights / IT

23

Project Horizon

SPA, Execution Version

27/28 May 2014

8.7 Compliance with laws and permits, subsidies

8.8 Material Agreements

Schedule 8.8 contains a true and complete list of material agreements as described below to which any of the Vinnolit Entities, as of the Signing Date, is a party and of which the main obligations have not yet been completely fulfilled (the Material Agreements ):

24

Project Horizon

SPA, Execution Version

27/28 May 2014

To the Sellers’ Knowledge, each of the Material Agreements is in full force and effect. As of the Signing Date, (i) none of the Vinnolit Entities has received a notice of termination and (ii) to the Sellers’ Knowledge none of the Vinnolit Entities is in any material breach of any of the Material Agreements.

8.9 Employment matters

25

Project Horizon

SPA, Execution Version

27/28 May 2014

8.10 Environmental

26

Project Horizon

SPA, Execution Version

27/28 May 2014

8.11 Insurance

To the Sellers’ Knowledge, the insurance policies listed in Schedule 8.11 are valid and in full force. All premiums due on the above policies have been duly paid and, to the Sellers’ Knowledge, there are no circumstances due to which any such policy might be voidable.

8.12 Litigation

There are no law suits, court actions or similar proceedings before a court of justice, arbitration panel or an administrative authority involving an amount in dispute ( Streitwert ) exceeding EUR 100,000 (in words: one hundred thousand euro) in each individual case on the Signing Date (i) pending ( rechtshängig ) or, (ii) to the Sellers’ Knowledge, threatened in writing to be filed, in each case against any of the Vinnolit Entities, except those disclosed in Schedule 8.12 .

8.13 No Leakage

27

Project Horizon

SPA, Execution Version

27/28 May 2014

8.14 Ordinary course of business

Except as set forth in Schedule 8.14 , from the Effective Date until the Signing Date, the business operations of the Vinnolit Entities have been conducted in the ordinary course of business and substantially in the same manner as before, specifically,

28

Project Horizon

SPA, Execution Version

27/28 May 2014

8.15 Certain transaction related fees and expenses

29

Project Horizon

SPA, Execution Version

27/28 May 2014

8.16 Taxes

For the avoidance of doubt, any reference to the correctness, completeness, due preparation, documentation or filing etc. (as the case may be) of certain returns, notices, declarations or documentations (as the case may be) contained in this Section 8.16 shall take into account the anticipated final decision of any Tax authority or competent court to which appeals or other legal action could potentially ultimately be filed.

8.17 No other Sellers’ Guarantees

30

Project Horizon

SPA, Execution Version

27/28 May 2014

9. R EMEDIES FOR B REACH OF S ELLERS ’ G UARANTEES

9.1 General/Recoverable damages

31

Project Horizon

SPA, Execution Version

27/28 May 2014

9.2 Overall scope of Sellers’ liability

32

Project Horizon

SPA, Execution Version

27/28 May 2014

9.3 Mitigation

Section 254 of the German Civil Code shall remain unaffected, i.e. the Purchaser is in particular obliged to prevent the occurrence of any damages and to limit the scope of any damages incurred.

9.4 Limitation periods

All claims for any breach of Sellers’ Guarantees pursuant to Section 8 above shall become time-barred ( verjähren ) eighteen (18) months after the Closing Date, except for

Section 203 of the German Civil Code shall not apply unless the relevant Parties agree in writing that the expiry period shall be tolled ( gehemmt ) on the basis of pending settlement negotiations. For the avoidance of doubt, the commencement of legal proceedings (including for declaratory judgment) shall toll the expiry period. Section 204 of the German Civil Code shall apply.

9.5 Exclusion of further remedies

To the extent permitted by law, any further claims and remedies other than explicitly provided for under Sections 8 and 9 hereof, irrespective of which nature, amount or legal basis, are hereby expressly waived and excluded, in particular, without limitation, claims under pre-contractual fault (Section 311 para. 2 and 3 of the German Civil Code), breach of contract ( Pflichtverletzung aus dem Schuldverhältnis ), frustration of contract (Section 313 of the German Civil Code) ( Störung der Geschäftsgrundlage ) and/or the right to reduce the Purchase Price ( Minderung ) or to rescind this Agreement ( Rücktritt ), and any liability in tort ( De liktshaftung ).

10. P URCHASER ’ S G UARANTEES

10.1 Purchaser’s guarantees

The Purchaser hereby guarantees by way of an independent promise of guaranty pursuant to Section 311 para. 1 of the German Civil Code:

33

Project Horizon

SPA, Execution Version

27/28 May 2014

10.2 Remedies for Breach of Purchaser’s Guaranties

11. C OVENANTS

11.1 Merger control proceedings; Other regulatory requirements

34

Project Horizon

SPA, Execution Version

27/28 May 2014

11.2 Foreign Trade Act Filing

35

Project Horizon

SPA, Execution Version

27/28 May 2014

11.3 No Leakage

The Sellers shall procure that no Leakage (other than Permitted Leakage) will occur with regard to any Vinnolit Entity between the Signing Date up to and including the Closing Date.

11.4 Conduct of business between the Signing Date and the Closing Date

Between the Signing Date and the Closing Date, the Sellers shall procure, to the extent permissible under applicable law, that the business operations of the Vinnolit Entities are conducted exclusively in the ordinary course of business and substantially in the same manner as before (including, for the avoidance of doubt, timely filing of material Tax returns and timely payment or withholding and remittance of declared or assessed Taxes), except (i) where the Purchaser consents in writing to another action (provided that the Purchaser’s consent shall be deemed to be granted, if the Purchaser, after having received a request for consent, does not react to such request within five (5) Business Days in writing) and (ii) for such measures set forth in Annex 11.4 . The Purchaser shall not unreasonably withhold its consent, or withhold its consent to any action in a manner as could disrupt unreasonably the efficient operations of any of the Vinnolit Entities. Specifically, the Vinnolit Entities, shall not, between the Signing Date and the Closing Date, except as set forth in Annex 11.4 without the Purchaser’s consent:

36

Project Horizon

SPA, Execution Version

27/28 May 2014

11.5 MBPA contribution

The Parties agree to deal with the payment obligations of the Company under the MBPAs as set out in Annex 11.5 .

11.6 Pre-Closing restructuring

37

Project Horizon

SPA, Execution Version

27/28 May 2014

11.7 Purchaser’s post-closing undertakings

12. C ONFIDENTIALITY AND P RESS R ELEASES

12.1 Confidentiality; press releases; public disclosure

The Parties mutually undertake to keep the contents of this Agreement secret and confidential vis-à-vis any third party except to the extent that the relevant facts are publicly known or disclosure is required by law or by applicable stock exchange regulations. In such case, the Parties shall, however, inform each other prior to such disclosure and shall limit any disclosure to the minimum required by statute or the authorities. No press releases or other public announcement concerning the transactions contemplated by this Agreement shall be made by any Party unless the form and text of such announcement shall first have been approved by the other Parties except that – if the other Party is required by law or by applicable stock exchange regulations to make an announcement – it may do so after first consulting with the other Parties.

38

Project Horizon

SPA, Execution Version

27/28 May 2014

12.2 Sellers’ confidentiality

Without prior consent of the Purchaser, the Sellers shall keep confidential and not disclose to any third party and not use, any business or trade secrets of the Vinnolit Entities and the Business, other than those which have become publicly known through no fault of the Sellers or which the Sellers are required to disclose as necessary to comply with any legal requirements.

12.3 Purchaser’s Confidentiality; return of documents

Up until the Closing and in the unlikely event that this Agreement is terminated without the Closing having been consummated, the Purchaser and the Purchaser’s Guarantor undertake to keep confidential all information received from the Sellers in connection with the transactions contemplated by this Agreement and, should Closing not occur, to return all documents and information embodied otherwise which they received from the Sellers, together with any copies thereof and to destroy all documents and information embodied otherwise it produced based on information received from the Sellers, unless such information is in the public domain without breach of a confidentiality obligation towards the Sellers. The Purchaser and the Purchaser’s Guarantor shall not be entitled to any retention right with respect to such documents or information in case Closing does not occur, except if the Closing did not occur due to a breach of covenant by any Seller, in which case Purchaser and Purchaser’s Guarantor shall be entitled to retain such documents in order to be able to pursue their respective rights in any legal proceeding.

13. A SSIGNMENT OF R IGHTS AND U NDERTAKING

This Agreement and any rights and obligations hereunder may not be assigned and transferred, in whole or in part, without the prior written consent of the other Parties hereto.

14. P URCHASER ’ S G UARANTOR

The Purchaser’s Guarantor hereby guarantees by way of an independent promise of guaranty pursuant to Section 311 para. 1 of the German Civil Code the proper fulfillment of all of the obligations of the Purchaser pursuant to this Agreement, in particular, but not limited to, the payment of the Purchase Price together with interest on the Closing Date.

15. S ELLERS ’ R EPRESENTATIVE

15.1 Appointment of Sellers’ representative

(i) Vinnolit Cayman, M2 AG, Mitarbeiter-GbR and the Advent Funds each hereby irrevocably appoint and authorise (bevollmächtigen) Vinnolit Two S.à r.l. and (ii) Vinnolit Two S.à r.l., Vinnolit Cayman, M2 AG, Mitarbeiter-GbR and the Advent Funds each hereby appoint and authorise Myriam Deltenre, Vinnolit Two Luxembourg S.à r.l., 47, Grand Rue, L-1661 Luxembourg, R.C.S. Luxembourg: B 109.097, (each individually) as representative and attorney-in-fact (Vertreter) of each of them to act on its behalf for all purposes under this Agreement (under release from the restrictions of Section 181 German Civil Code and with full power to appoint substitutes and sub-delegate, including the power to authorise the person so appointed to make further appointments), including, without limitation, for the purposes of:

39

Project Horizon

SPA, Execution Version

27/28 May 2014

15.2 No liability

The Purchaser and the Sellers agree that the Sellers’ Representatives pursuant to Section 15.1 shall not have any liability in their capacity as representative(s) and attorney(s)-in-fact, save in case of fraud or bad faith. In particular, they shall have no liability as factual representative ( Sachwalter ) and the Purchaser confirms that it does not rely on any statements made by either of them in or outside of this Agreement in their capacity as representative(s) and attorney(s)-in-fact, unless made in writing. Any claims under this Agreement remain unaffected.

16. C OSTS AND T AXES

16.1 Costs and Taxes

All transfer Taxes (including real estate transfer Taxes), stamp duties, costs for the notarization of this Agreement and any other charges and costs which result from this Agreement and the Closing of the transaction considered hereby shall be borne by the Purchaser. All charges, costs and fees which result from the filings under the merger control laws and in compliance with other regulatory requirements, including, but not limited to, the charges, costs and fees of the competent merger control authorities, shall be borne by the Purchaser. Each Party shall bear the costs and fees of its own advisors.

16.2 Cooperation

The Sellers shall, upon Purchaser’s request, reasonably cooperate, and shall cause their representatives to reasonably cooperate, with Purchaser in connection with all Tax matters relating to any period or portion of it ending on or before the Effective Date, including the preparation and filing of any Tax return or the conduction of any audit, investigation, dispute, appeal or any other communication with any Tax authority.

17. N OTICES

17.1 Form of Notice

All declarations, notices or other communications hereunder (the Notices ) shall be done in writing in the English language and delivered by hand or by courier or by facsimile to the person at the addresses set forth below, or such other addresses as may be designated by the respective Party to the other Parties in the same manner:

17.2 Addresses

40

Project Horizon

SPA, Execution Version

27/28 May 2014

17.3 Copies to advisors

18. M ISCELLANEOUS

18.1 Governing law; Arbitration

18.2 Business Day

Business Day shall mean a day (other than a Saturday or Sunday) on which banks are open for business in Munich and Frankfurt am Main.

18.3 Amendments; Supplementations

Any amendment or supplementation of this Agreement, including of this provision, shall be valid only if made in writing, except where a stricter form (e.g. notarization) is required under applicable law.

18.4 Language

41

Project Horizon

SPA, Execution Version

27/28 May 2014

18.5 Headings; Annexes; Schedules

18.6 Entire Agreement

This Agreement constitutes the full understanding of the Parties and the complete and exclusive statements of the terms and conditions of the Parties’ agreements relating to the subject matter hereof and supersedes any and all prior agreements and understandings, whether written or oral, that may exist between the Parties with respect to the subject matter of this Agreement or parts thereof. Side agreements to this Agreement do not exist.

18.7 Severability

Should any provision of this Agreement be or become invalid, ineffective or unenforceable as a whole or in part, the validity, effectiveness and enforceability of the remaining provisions shall not be affected thereby. Any such invalid, ineffective or unenforceable provision shall be deemed replaced by such valid, effective and enforceable provision as comes closest to the economic intent and the purpose of such invalid, ineffective or unenforceable provision as regards subject-matter, amount, time, place and extent. The aforesaid shall apply mutatis mutandis to any gap in this Agreement.

42