a person include any individual, company, partnership, association, trust, joint venture or unincorporated association or other entity (whether or not having separate legal personality) or Governmental Entity; and

is a member or shareholder of it and has the right to appoint or remove a majority of its board of directors or equivalent managing body; or

is a member or shareholder of it and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in it.

(i) The expiry of the statutory four-week waiting period pursuant to Section 11 paragraph 1 Austrian Cartel Act 2005 without either of the statutory parties having requested an in-depth investigation of the Transaction, or the waiver of the statutory parties to request for an in-depth investigation of the Transaction pursuant to Section 11 paragraph 4 Austrian Cartel Act 2005 as applicable or (ii) in case the statutory parties have filed a request for an in-depth investigation, the competent court has rejected such request, decided not to prohibit the Transaction or ceased the in-depth investigation, each pursuant to Section 12 Austrian Cartel Act 2005 as applicable;

The German Federal Cartel Office ( Bundeskartellamt ) deciding that the prohibition criteria in the German Act against Restraints of Competition 1957, as amended ( Gesetz gegen Wettbewerbsbeschränkungen 1957 , “ GWB ”) are not satisfied, or the German Federal Cartel Office being deemed to have made such a decision in accordance with the GWB;

The Russian Federal Antimonopoly Service ( FAS ) having issued its clearance decision pursuant to the Law No. 135-FZ on the Protection of Competition dated 26 July 2006; and

The provision to the Purchaser of the financial statements of the Group Companies required to be provided as of the Closing Date under Section 5.3.3(a).

The Guarantor, the Purchaser, the Seller and the Group shall use reasonable endeavours to ensure the satisfaction of the Conditions as soon as reasonably practicable and to submit all necessary filings or notifications (where applicable, in draft form) as promptly as reasonably practicable after the date of this Agreement and, in any event, within twenty (20) Business Days after the Seller has provided the full set of its documents and information reasonably requested by the Purchaser and necessary to make complete filings or notifications with the relevant Governmental Entities in Germany, Austria and Russia. All applicable filing fees in connection with the approvals, consents, clearances, waiting period expirations or terminations, waivers and authorizations from Competition Authorities shall be paid by the Purchaser.

Notwithstanding the generality of the foregoing, the Guarantor and the Purchaser shall take or cause to be taken any and all actions necessary, proper or advisable to eliminate each and every impediment under any antitrust, competition or trade regulation law that is asserted by any Governmental Entity so as to enable the parties hereto to close the Transaction as soon as reasonably practicable including, without limitation, proposing, negotiating, offering to commit and agreement with all relevant Governmental Entities to effect (and if such offer is accepted, commit to effect), by agreement, order or otherwise the sale, divestiture, licence, or disposition of any necessary assets or businesses of the Purchaser (including the Group following Closing), in each case where reasonably necessary to ensure that the Conditions are satisfied as soon as practicable and in any event prior to the Long Stop Date; provided, however, that notwithstanding anything in this Agreement to the contrary, the Purchaser shall not be required to take or cause to be taken any action that, individually or in the aggregate, would reasonably be expected to materially impair the benefits or advantages expected to be received from the Transaction by, or otherwise have an adverse impact in any material respect on, (a) the Group, (b) the Purchaser, (c) the Purchaser’s Affiliates, (d) the Guarantor or (e) the Guarantor’s Affiliates; provided, further, that any such action shall be conditioned on the consummation of the Transaction. If reasonably requested by the Purchaser, the Group and the Seller shall take any action or make any agreement with respect to the Group with a Governmental Entity in connection with these Clauses 4.2.1 and 4.2.2. The Group and the Seller shall not offer, negotiate or take any action or enter into any agreement with any Governmental Entity in relation to the Conditions without the prior written consent of the Purchaser, in its sole discretion.

Without prejudice to Clause 4.2.1, the Seller, the Purchaser and the Guarantor agree that all requests and enquiries from any Governmental Entity which relate to the satisfaction of the Conditions shall be dealt with by the Seller and the Purchaser promptly in consultation with each other and the Seller, the Purchaser and the Guarantor shall co-operate with and provide all necessary information and assistance reasonably required by such Governmental Entity. Except for communications which are immaterial or procedural in nature, the Seller, the Purchaser and the Guarantor shall (a) promptly provide the other parties with draft copies of all submissions and communications to any Governmental Entity in relation to obtaining any approvals, consents, clearances, waivers or authorizations at such time as will allow the other party a reasonable opportunity to provide comments on such submissions and communications before they are submitted or sent, (b) consider the other party’s reasonable comments in relation to the form and content of such submissions and communications, and (c) provide the other party with copies of all such submissions

The Seller and the Purchaser shall give notice to the other party of the satisfaction of the Conditions within two (2) Business Days of becoming aware of the same.

The Guarantor and the Purchaser each respectively undertake that it will not, either alone or acting in concert with others acquire or enter into any agreement or arrangement to acquire a business that competes with the Group’s business with respect to the same or similar products in the same geographies to the extent that such agreement or arrangement would reasonably be expected to materially prejudice, impede or delay the outcome of any regulatory applications, process or approvals in connection with the Transaction (including in respect of the Conditions).

The Seller undertakes that it will not make or agree to make any acquisition or investment or enter into any other transaction or undertake any other action which would reasonably be expected to materially delay, impede or prejudice the fulfilment of the Conditions, provided that this Clause 4.2.6 shall not operate to prevent or restrict:

The Seller or the Purchaser may, in their sole discretion, elect to (by notice in writing to the other party delivered at least five (5) Business Days prior to the Long Stop Date) change the Long Stop Date to a later date if any of the Conditions have not been or, in the reasonable opinion of the Seller or the Purchaser will not likely be, satisfied prior

If the Conditions are not satisfied by 5:00 p.m. (London time) on the Long Stop Date (as extended pursuant to Clause 4.3.1, if applicable), the Seller or the Purchaser may, in their sole discretion, terminate this Agreement (other than the Surviving Clauses).

other than in the ordinary course (including, for the avoidance of doubt, ordinary course factoring of debts or receivables), sell, lease, license, mortgage, pledge, transfer or otherwise dispose of or encumber any tangible assets that are material, individually or in the aggregate, to the Group;

except as required by law or any Governmental Entity, or as required by the terms and conditions of any Benefit Plan in existence as of the date of this Agreement (or as amended prior to Closing in accordance with the provisions of this Clause 5.1), directly or indirectly, (a) change the position or job title of any Senior Employee, (b) grant to any Senior Employee any increase in compensation or benefits, other than increases in base salary of up to 10% per individual and corresponding increases in target annual bonus opportunity and increases in the ordinary course of business which have been approved, and Disclosed in writing to the Purchaser, prior to the date of this Agreement, (c) grant to any Group Company Employee who is not a Senior Employee any increase in compensation or benefits, other than increases of not more than 15% in the aggregate per non-Senior Employee and increases in the ordinary course of business which have been approved, and Disclosed in writing to the Purchaser, prior to the date of this Agreement, (d) increase or grant to any Group Company Employee (or group of Group Company Employees) any severance, termination, change in control, stay put or retention payment which would result in a material increase to the Group’s annual costs or costs on termination (being an increase of more than €25,000 individually or €125,000 in aggregate), (e) grant any equity award to any Group Company Employee, (f) enter into or materially amend any employment, consulting, indemnification, severance, collective bargaining or termination agreement with any Group Company Employee which would result in a material increase to the Group’s annual costs or costs on termination (being an increase of more than €25,000 individually or €125,000 in aggregate), other than entry into an employment agreement on terms materially similar to the Company’s standard form with any Group Company Employee who is not a Senior Employee in the ordinary course of business; (g) establish, adopt or enter into or materially amend, any Benefit Plan or Pension Arrangement to the extent such action could reasonably be expected to result in a

grant any exclusive license or covenant not to sue with respect to any Intellectual Property Rights for a value in excess of EUR 250,000;

other than in the ordinary course, dispose of, abandon or permit to lapse any rights in, to or for the use of any Owned Intellectual Property, or explicitly permit to enter into the public domain any material trade secrets included in the Owned Intellectual Property;

enter into any new capital spending commitments (being capital spending commitments not specifically provided for in the Business Plan) in excess of EUR 200,000, individually or EUR 500,000 in the aggregate;

terminate or cancel any Insurance Policy, unless simultaneously with such termination or cancellation, a replacement policy providing coverage at least equal to the coverage under the terminated or cancelled Insurance Policy for a substantially similar premium (subject to market standard increases) is in full force and effect;

enter into, terminate, or amend in any material respect, or agree to enter into, terminate, or amend in any material respect, any Relevant Contract with an annual value in excess of EUR 250,000, other than in the ordinary course (including any contract extensions or new purchase orders in the ordinary and usual course of business) or to implement any action set out and / or envisaged in the Business Plan;

declare, set aside or make or incur any obligation to pay any dividend or distribution on any Shares or any equity interests of any Group Company or make or incur any obligation to repurchase or redeem any Shares or any equity interests of any Group

incur any Indebtedness, except for borrowings: (a) incurred in the ordinary course or (b) of up to EUR 100,000 individually or EUR 500,000 in the aggregate (or any guarantee of Indebtedness of up to EUR 100,000, individually or EUR 500,000 in the aggregate); and, in each case, which will either be included in the definition of Third Party Indebtedness or is between Group Companies;

enter into any new line of business which is inconsistent with the sectors in which the Group operates as at the date of this Agreement or abandon or discontinue any existing line of business which is material to the Group as a whole;

acquire, or agree to acquire, including by merging or consolidating with, by purchasing a substantial portion of the assets of, or by any other manner, any person or business or any division thereof;

make or change any material Tax election; settle or compromise any claim, notice, audit report or assessment in respect of a material amount of Tax (other than settling regular claims for payment of Tax in the ordinary course); change any annual Tax accounting period; adopt or change any method of Tax accounting; file any material Tax Return; enter into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any material Tax; surrender any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; or

allow the Purchaser and its respective agents, upon reasonable notice, reasonable access to, and to take copies of, if applicable, the executive personnel, offices, properties, contracts, books, records and documents of or relating in whole or in part to the Group for the purpose of facilitating the Transaction, provided that such access shall not unreasonably interfere with the conduct of the business of the Group. The Purchaser acknowledges and agrees that all information it obtains as a result of access under this Clause 5.3 shall be subject to the Confidentiality Agreement;

provide such cooperation reasonably requested by the Purchaser in connection with the Purchaser arranging financing with respect to the Transaction (collectively, the “ Financing ”), including using reasonable endeavours to (a) furnish such financial, statistical and other pertinent information and projections and due diligence materials relating to any Group Company as may be reasonably requested by the Purchaser, (b) make appropriate officers and directors of the Group Companies available at reasonable times for a reasonable number of due diligence meetings and for participation in a reasonable number of meetings, presentations, road shows and sessions with rating agencies and prospective sources of Financing, (c) upon reasonable written request thereto, assist the Purchaser and its financing sources (the “ Financing Sources ”) with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda and prospectuses, proper or reasonably advisable in connection with the Financing, including customary authorization letters, (d) reasonably cooperate with the marketing efforts of the Purchaser and the Financing Sources for any Financing, (e) take reasonable corporate, limited liability company, partnership or other similar actions, subject to and only effective upon the occurrence of the Closing, as reasonably requested by the Purchaser and reasonably required in connection with the Financing, (f) obtain customary assistance from the Group Companies’ accounting firm(s) with respect to financial information customarily derived from the financial statements of the Group Companies as may reasonably be required in connection with the Financing and (g) provide and execute documents as may be reasonably requested by the Purchaser and reasonably acceptable to the Seller in connection with such Financing, including (1) delivering to the Purchaser at least three (3) Business Days prior to the Closing Date all documentation and other information required by bank regulatory authorities under applicable and customary “know-your-customer” rules and regulations that has been reasonably requested in writing by the Financing Sources at least eight (8) Business Days prior to the Closing Date and (2) executing and delivering any customary pledge and security documents, other definitive financing documents, or other certificates (including customary insurance certificates), instruments or documents as may be reasonably requested by the Purchaser and reasonably required in connection with the Financing (provided, that neither the Seller nor any Group Company shall be required to enter into any agreement related to any Financing that

(a) provide to the Purchaser (i) the audited financial statements of the Group Companies for the fiscal year ended 30 September 2018 as soon as reasonably practicable and in any event by 31 December 2018 or, if later, the Closing Date and (ii) the unaudited financial statements of the Group Companies for any subsequent fiscal quarter as soon as reasonably practicable and in any event by the date that is forty-five (45) days following the end of such fiscal quarter or, if later, the Closing Date and (b) provide such cooperation reasonably requested by the Purchaser in connection with the preparation of the audited financial statements of the Group Companies for the fiscal years ended 30 September 2016, 2017 and 2018, in the form required in accordance with the Purchaser’s filing requirements with the U.S. Securities and Exchange Commission in respect of the Transaction, including using reasonable endeavours to (i) furnish such financial and other pertinent information relating to any Group Company as may be reasonably requested by the Purchaser, (ii) make appropriate officers and directors of the Group Companies available at reasonable times for a reasonable number of meetings with appropriate auditor personnel and (iii) provide access to supporting and other financial diligence materials and appropriate personnel during normal business hours and on reasonable advance notice for such purpose; and

use commercially reasonable efforts to give all material notices to, and obtain all material consents from, those third parties as may be or become necessary in connection with the entry into, or performance of, this Agreement or any of the other Transaction Documents, or the consummation of the Transaction, in a form reasonably acceptable to the Purchaser and as may be reasonably requested by the Purchaser including, without limitation, any such consents, approvals and authorizations listed or referred to in the Disclosure Letter in relation to paragraph 26.2 of Schedule 5, and shall provide such cooperation reasonably requested by the Purchaser in connection with its efforts to give such notices to, and obtain such consents from, such third parties; and the Seller shall promptly provide the Purchaser with copies of all such notices given and consents obtained;

All amounts drawn by the Group Companies under the OpCo Facilities Agreement including (a) accrued interest thereon, (b) any prepayment, make whole, commitment and other fees and costs then due and outstanding (including any make whole amount), (c) the provision of cash cover for any letters of credit and bank guarantees issued in connection with the OpCo Financing Agreements and (d) all other amounts then

No later than three (3) Business Days prior to the Closing Date, the Seller shall notify the Purchaser of (a) the OpCo Facilities Repayment Amount and (b) the bank accounts for the payment of the OpCo Facilities Repayment Amount on the Closing Date (the “ OpCo Facilities Repayment Account ”), in each case as notified by Global Loan Agency Services Limited as agent under the OpCo Facilities Agreement in accordance with the terms of the OpCo Financing Agreements (such notice, the “ OpCo Facilities Repayment Notice ”).

The Seller shall provide to the Purchaser an agreement or letter by the GLAS Trust Corporation Limited as security agent under the OpCo Facilities Agreement (and the other finance parties (as defined in the OpCo Facilities Agreement), if appropriate) to fully release and/or re-assign, discharge or cancel all of the security interests, assets, rights and liabilities under or in connection with the OpCo Facilities Agreement subject only to the payment of the OpCo Facilities Repayment Amount into the OpCo Facilities Repayment Account, in a form reasonably satisfactory to the Purchaser (the “ OpCo Release Agreement ”), and the Seller shall provide to the Purchaser the fully executed OpCo Release Agreement together with the OpCo Facilities Repayment Notice and any other documents necessary (and reasonably requested by the Purchaser not later than five (5) Business Days prior to Closing) to fully release and/or re-assign, discharge or cancel all of the security interests, assets, rights and liabilities under or in connection with the OpCo Facilities Agreement not later than three (3) Business Days prior to Closing.

The Purchaser agrees and acknowledges that, notwithstanding any breach on the part of the Seller of any provision of this Agreement (whether as at or after the date of this Agreement but before Closing), it shall be obliged to proceed to Closing (and shall have no right to terminate or otherwise rescind this Agreement except in the case of fraud on the part of the Seller) but Closing shall not prejudice any accrued rights and/or obligations of any party.

On Closing, the parties shall comply with their respective obligations specified in Schedule 2 in relation to the Group Companies. The Seller may waive some or all of the obligations of the Purchaser as set out in Schedule 2 and the Purchaser may waive some or all of the obligations of the Seller as set out in Schedule 2.

If any party fails to comply with any material obligation in Clauses 6.2 and 6.3 and Schedule 2 in relation to Closing, the Purchaser, in the case of non-compliance by the Seller, or the Seller, in the case of non-compliance by the Purchaser, shall be entitled (subject to Clause 6.5.2, in addition to and without prejudice to all other rights or remedies available) by written notice to the Seller or the Purchaser, as the case may be:

If the non-breaching party elects to effect Closing in accordance with Clause 6.5.1(a) or 6.5.1(b), the non-breaching party shall not be deemed to have waived any rights or remedies available to it under this Agreement in respect of such non-compliance with any material obligation in Clauses 6.2 and 6.3 and Schedule 2.

If this Agreement is terminated in accordance with Clause 6.5.1(b)(ii) all obligations in respect of Closing shall end, save in respect of rights and liabilities which have accrued before termination.

The Working Capital, Cash Balances, Third Party Indebtedness, Shareholder Debt and Net Transaction Expenses shall be taken from the Closing Statement.

The parties agree that, once the Closing Statement is agreed or determined pursuant to paragraph 4 of Part 1 of Schedule 3, the sums which the Purchaser and the Seller are respectively obliged to pay pursuant to Clause 7.3 shall be aggregated and netted off against each other. Whichever of the Seller or the Purchaser are then left with any payment obligation under Clause 7.3, shall make the applicable payment(s).

In respect of any payment due by the Seller under Clause 7.4.2, to the extent there are amounts credited to the Escrow Account, these shall first be paid to the Purchaser from the Escrow Account in accordance with the provisions of Schedule 4 and, to the extent there is a shortfall in the payment made from the Escrow Account, the amount of such shortfall shall be payable by the Seller to an account nominated by the Purchaser. For the avoidance of doubt, where no payment is due from the Seller to the Purchaser pursuant to Clause 7.4.2, or an amount remains standing to the credit of the Escrow Account after any payments required to be made under Clause 7.4.2 by the Seller to the Purchaser have been paid from the Escrow Account, all amounts remaining in the Escrow Account shall be paid to the Seller in accordance with the provisions of Schedule 4.

The Purchaser shall, and shall procure that the relevant Group Companies shall, use reasonable endeavours to retain for a period of seven (7) years from Closing (or such longer period as may be required by law) the books, records and documents of the Group to the extent they relate to the period prior to Closing and shall, and shall

For six (6) years from Closing, the Purchaser shall procure that each Group Company maintains in force such “run off” directors’ and officers’ liability insurance policies as will enable each Company Director to make claims arising out of a Pre-Closing Event under those policies on terms and conditions that are, in the aggregate, no less advantageous to the Company Director than the directors’ and officers’ liability insurance policies maintained by the Group Companies as at the date of this Agreement.

The Purchaser shall procure (and shall procure that each Group Company shall), from and after Closing and to the fullest extent permitted in accordance with applicable laws, waive, release and discharge the Seller, each member of the Seller’s Group and any of its directors, officers, employees or agents from any and all claims, demands, proceedings, causes of action, orders, obligations and liabilities arising out of any Pre-Closing Event which any Group Company or the Purchaser or any member of the Purchaser’s Group has or may at any time have had against the Seller, each member of the Seller’s Group or any of its directors, officers, employees or agents except in the case of fraud. Nothing in this Clause 8.3.2 shall limit the liability of the Seller set out in this Agreement or any of the other Transaction Documents or the ability of the Purchaser to bring any claim against any adviser to the Seller or a Group Company, to the extent such adviser has prepared a report or other documentation for the specific benefit of the Purchaser or a Group Company in connection with the Transaction (subject always to the terms of the relevant reliance letter entered into between the Purchaser and the relevant adviser and/or terms of engagement of the relevant adviser).

The provisions of Clause 8.3 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any member of Seller’s Group or any Company Director may have at law, by contract or otherwise.

The Seller further warrants to the Purchaser that each of the Warranties will be true and accurate at Closing as if they had been repeated at Closing and on the basis that any express or implied reference in any such Warranty to the date of this Agreement shall be considered a reference to the Closing Date; provided that the Seller may, prior to the Closing Date, give notice to the Purchaser of any matter, fact, event or circumstance which has arisen or become known after the date of signing this Agreement and which would otherwise qualify the Warranties given as at the Closing Date without prejudice to the ability of the Purchaser to make a Warranty Claim.

The liability of the Seller under the Warranties and any other provision of this Agreement shall be subject to the limitations and other provisions set out in Schedule 6 or Schedule 7, as applicable.

Save in the case of fraud by the Seller in the making thereof and except in relation to the Fundamental Warranties, the Purchaser’s sole recourse in respect of any Warranty Claim is against the W&I Insurance Policy. If there is any conflict or other inconsistency between this Clause 9.1.4 and any other provision of this Agreement or any other Transaction Document, this Clause 9.1.4 prevails.

The W&I Insurance Policy shall expressly provide that the insurer shall have no rights via subrogation against the Seller, save in respect of the Seller’s fraud in the making of the Warranties.

Any inaccuracy in or breach of any Warranty shall be determined without regard to any materiality or other qualification contained in or otherwise applicable to such Warranty for purposes of determining the scope or amount of any Losses, and for purposes of determining the existence of any breach or inaccuracy of such Warranty, provided that the provisions of this Clause 9.1.7 shall not enable the Purchaser to make a claim against the Seller in respect of fraud which it would not otherwise have been entitled to claim under this Agreement.

Each of the Purchaser and the Guarantor hereby warrants in respect of itself only to the Seller that the following statements are true and accurate as of the date of this Agreement and as of the Closing Date:

Guarantee

The Guarantor’s Guarantee

The Guarantor unconditionally and irrevocably guarantees to the Seller the due and punctual performance and observance by the Purchaser of the Purchaser’s obligations under this Agreement (including, without limitation, to pay the Purchase Price or any portion thereof (including under Clause 7.4)) (the “ Purchaser’s Guaranteed Obligations ”) and agrees, as an independent and primary obligation, to indemnify the Seller on demand against all Losses which the Seller suffers in connection with any of the Purchaser’s Guaranteed Obligations being or becoming unenforceable, invalid or illegal.

If and whenever the Purchaser defaults for any reason whatsoever in the performance of the Purchaser’s Guaranteed Obligations, the Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Purchaser’s Guaranteed Obligations in regard to which such default has been made in the manner prescribed by this Agreement and so that the same

This guarantee is to be a continuing guarantee and accordingly is to remain in force until all Purchaser’s Guaranteed Obligations shall have been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Seller may now or hereafter have or hold for the performance and observance of the Purchaser’s Guaranteed Obligations.

As a separate and independent obligation, the Guarantor agrees that any of the Purchaser’s Guaranteed Obligations (including any moneys payable) which may not be enforceable against or recoverable from the Purchaser by reason of any legal limitation, disability or incapacity on or of the Purchaser or the dissolution, amalgamation or reconstruction of the Purchaser shall nevertheless be enforceable against and recoverable from the Guarantor as though the same had been incurred by the Guarantor and the Guarantor were the sole or principal obligor in respect thereof and shall be performed or paid by the Guarantor on demand.

Confidentiality

Announcements

No announcement, communication or circular concerning the existence or the subject matter of this Agreement shall be made or issued by or on behalf of any member of the Seller’s Group or the Purchaser’s Group without the prior written approval of the Seller and the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed). This shall not affect any announcement, communication or circular required by law or any Governmental Entity or the rules of any stock exchange on which the shares of any party (or its holding company) are listed but the party with an obligation to make an announcement or communication or issue a circular (or whose holding company has such an obligation) or other public filing shall consult with the other party (or shall procure that its holding company consults with the other party) (including as regards the wording of such announcement, communications or circular) insofar as is reasonably practicable and legally permissible before complying with such an obligation.

Prior to making any written or oral communications to the Group Company Employees pertaining to changes to compensation or benefit matters that are to be implemented as a result of the Transaction, the Seller shall provide the Purchaser with a copy of the intended communication, the Purchaser shall have a reasonable period of time to review and comment on the communication, and the Seller shall consider any such comments in good faith.

Subject to Clauses 12.1 and 12.2.3, each of the parties shall treat as strictly confidential and not disclose or use any information received or obtained as a result of entering into this Agreement (or any agreement entered into pursuant to this Agreement) which relates to:

The Transaction Documents contain the whole agreement between the parties relating to the sale and purchase of the Shares at the date hereof to the exclusion of any terms implied by law which may be excluded by contract and supersede any previous written or oral agreement between the parties in relation to the sale and purchase of the Group.

Each of the parties agrees and acknowledges that its only right and remedy in relation to any representation, warranty or undertaking made or given in connection with the Transaction Documents shall be for breach of the terms of the Transaction Documents and each of the parties waives all other rights and remedies (including rights and remedies in tort to claim damages or to rescind or terminate the Transaction Documents, or arising under statute) in relation to any such representation, warranty or undertaking.

Except as permitted by Clauses 13.3.2, 13.3.3 or as otherwise expressly provided by this Agreement, no party may without the prior written consent of the other parties, assign, grant any security interest over, hold on trust or otherwise transfer the benefit of the whole or any part of this Agreement.

The Purchaser may, without the consent of the Seller, assign to the Guarantor or any direct or indirect subsidiary thereof the benefit of the whole or any part of this Agreement provided that (a) if the assignee ceases to be a subsidiary of the Guarantor, it shall before ceasing to be so assign the benefit, so far as assigned to it, back to the Purchaser or Guarantor or assign the benefit to another subsidiary of the Purchaser or Guarantor; (b) the assignee shall not be entitled to receive under this Agreement any greater amount than that to which the Purchaser would have been entitled; and (c) such assignment shall not increase the obligations or liabilities (including, for the avoidance of doubt, any liability for Tax) of the Seller under any Transaction Document.

The Seller may, without the consent of the other parties, assign to a subsidiary or holding company of the Seller the benefit of the whole or any part of this Agreement provided that (a) if the assignee ceases to be a subsidiary or holding company of the Seller, it shall before ceasing to be so assign the benefit, so far as assigned to it, back to the Seller or assign the benefit to another subsidiary or holding company of the Seller; (b) the assignee shall not be entitled to receive under this Agreement any greater amount than that to which the Seller would have been entitled; and (c) such assignment shall not increase the obligations or liabilities (including, for the avoidance of doubt, any liability for Tax) of the Purchaser under any Transaction Document.

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of, or enjoy any benefit under, this Agreement, except to the extent set out in Clause 13.4.2.

The third parties referred to in Clause 8.3 may directly enforce only those Clauses in which they are referred to. The Financing Source Parties are intended third-party beneficiaries of, and may enforce, Clauses 13.4, 13.15.3 and 13.17. For the avoidance of doubt, this Agreement may be terminated and any term may be amended or waived without the consent of the persons referred to in this Clause 13.4.2; provided that, notwithstanding anything to the contrary contained in this Agreement, Clauses 13.4, 13.15.3 and 13.17 may not be amended or modified in whole or in part in a manner adverse to a Financing Source Party without the written consent of that Financing Source.

Any payments pursuant to this Agreement shall be made in full, without any set-off, counterclaim, restriction or condition and without any deduction or withholding (save as may be required by law or as otherwise agreed).

Any payments pursuant to this Agreement shall be effected by crediting for same day value the account specified by the Seller or the Purchaser (as the case may be) on behalf of the party entitled to the payment (reasonably in advance and in sufficient detail to enable payment by telegraphic or other electronic means to be effected) on or before the due date for payment.

Payment of a sum in accordance with this Clause 13.6 shall constitute a payment in full of the sum payable and shall be a good discharge to the payer (and those on whose behalf such payment is made) of the payer’s obligation to make such payment.

Save for the termination provisions set out in Clauses 4.3.2 and 6.5.1(b)(ii), no party is entitled to terminate or rescind this Agreement.

The Seller shall bear all costs incurred by it in connection with the preparation and negotiation of, and the entry into, the Transaction Documents and the sale of the Group

The Purchaser shall bear all such costs incurred by it in connection with the preparation and negotiation of, and the entry into, the Transaction Documents and the purchase of the Group.

VAT

Where under the terms of this Agreement one party is liable to indemnify or reimburse another party in respect of any costs, charges or expenses, the payment shall include an amount equal to any Irrecoverable VAT thereon.

It is the common understanding of the parties that the sale of the Shares is not subject to VAT. The Seller undertakes not to exercise any option under applicable VAT law to subject any services or supplies under or pursuant to this Agreement to VAT. The parties undertake to co-operate reasonably to ensure that any service or supply under or pursuant to this Agreement will not be subject to VAT or reduce any VAT assessed.

If contrary to the above understanding any payment under this Agreement constitutes the consideration for a taxable supply for VAT purposes, then: (a) the recipient shall provide to the payor a valid VAT invoice; and (b) except where the reverse charge procedure applies (and subject to the provision of a valid VAT invoice in accordance with (a)), in addition to that payment the payor shall pay to the recipient any VAT due.

All sums payable under this Agreement shall be paid free and clear of all deductions or withholdings for or on account of Tax (“ Tax Deduction ”), save only as may be required by law.

Subject to clause 13.12.3, if a Tax Deduction is required by law to be made by a party in respect of a payment to another party, the amount of the payment due from that party will be increased to an amount which (after making the required Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax

If a Tax Deduction is required by law to be made by the Purchaser from the Purchase Price or any part thereof as a result of the Tax residency of the Purchaser (excluding a Purchaser Tax resident in Germany), the amount of the payment in respect of the Purchase Price or any part thereof will be increased to an amount which (after making the required Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

Where any payment is made pursuant to a warranty, indemnity or covenant under this Agreement and that sum is subject to Tax in the hands of the recipient, the sum payable shall be increased to such sum as will ensure that after payment of such Tax the recipient shall be left with a sum equal to the sum that it would have received in the absence of such charge to Tax. For the avoidance of doubt, this paragraph shall not apply with respect to the payment of the Purchase Price or the OpCo Facilities Repayment Amount or any other payment made by the Purchaser or a Group Company pursuant to Clauses 6.3.2 or 7 or with respect to any MIP Entitlement.

The Purchaser shall consult with the Seller in good faith on its determination of whether it has any legal obligation to withhold or deduct any amounts from the Purchase Price in respect of Taxes imposed by the People’s Republic of China (“ PRC ”) and have reasonable regard to the submissions made by the Seller in respect of such Taxes.

The Seller shall be entitled to, subject to the Purchaser’s approval of the Submission Documents (not to be unreasonably withheld or delayed), make the Submission to the Taxation Authority in the PRC responsible for the imposition of China Corporate Income Tax on indirect transfers of shares in PRC-incorporated entities under the Public Notice [2015] No. 7 issued by the State Administration of Taxation in the PRC (“ PN7 ”), as mutually agreed between the parties to be the bureau that the Submission will be made to (the “ PRC PN7 Taxation Bureau ”). In the event the PRC PN7 Taxation Bureau finally determines and assesses the Transaction as taxable in accordance with PN7, the Seller shall prepare (or shall procure that the relevant Group Company prepares) the relevant Tax Filings, shall provide the Purchaser with a draft of the Tax Filings for the Purchaser’s approval (not to be unreasonably withheld or delayed) and pay the applicable Tax assessed by the Tax Authority in accordance with and within the time period prescribed by applicable Tax laws and instructions from the relevant PRC PN7 Taxation Bureau. The Seller shall provide the Purchaser with copies of any correspondence with the PRC PN7 Taxation Bureau. For the purposes of this Clause 13.12.6, “ Submission ” means the submission of the Submission Documents, “ Submission Documents ” means the documents to be submitted to the PRC PN7 Taxation Bureau in relation to the transactions contemplated herein as part of the PN7 reporting regime and “ Tax Filings ” shall mean such filings for PN7 to be made with the PRC PN7 Taxation Bureau under applicable laws. To the extent the Purchaser is not finally relieved from the obligation to make any withholding or deduction in respect of China Corporate Income Tax at least (3) Business Days prior to Closing, nothing in this Clause 13.12.6 shall restrict the Purchaser’s right to pay the amount of such withholding or deduction from the Purchase Price, acting reasonably, to an escrow account to be released within (5) Business Days after assessment of the PN 7 withholding respectively as to the non-taxability of the transaction.

A Notice that is deemed by Clause 13.13.4 to be received after 5.00 p.m. on any day, or on a Saturday, Sunday or public holiday in the place of receipt, shall be deemed to be received at 9.00 a.m. on the next day that is not a Saturday, Sunday or public holiday in the place of receipt.

For the purposes of this Clause 13.13, all references to time are to local time in the place of receipt. For the purposes of Notices by e-mail, the place of receipt is the place in which the party to whom the Notice is sent has its postal address for the purpose of this Agreement.

E-mail is not permitted for any Notice which (a) terminates, gives notice to terminate or purports to terminate this Agreement; or (b) notifies or purports to notify an actual or potential claim for breach of or under this Agreement.

If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties.

To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 13.14.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 13.14.1, not be affected.

This Agreement and any non-contractual obligations arising out of or in connection with it (including any non-contractual obligations arising out of the negotiation of the transaction contemplated by this Agreement) shall be governed by and construed in accordance with the laws of England and Wales.

Each of the parties irrevocably agrees that the courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and that accordingly any proceedings arising out of or in connection with this Agreement shall be brought in such courts. Each of the parties irrevocably submits to the jurisdiction of such courts and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

Notwithstanding anything herein to the contrary, each of the parties hereto (on behalf of itself and its Affiliates and, in the case of the Seller, the Group Companies and their Affiliates) agrees that any claim, controversy or dispute of any kind or nature (whether based upon contract, tort or otherwise) involving a Financing Source Party that is in any way related to this Agreement, the Transaction or any of the transactions

The Purchaser hereby irrevocably appoints Callaway Golf Europe Ltd. of Unit 27 Barwell Business Park, Leatherhead Road, Chessington KT9 2NY, United Kingdom as its agent to accept service of process in England in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Purchaser.

The Purchaser shall inform the Seller in writing of any change of address of such process agent within fourteen (14) days of such change.

If such process agent ceases to be able to act as such or to have an address in the United Kingdom, the Purchaser irrevocably agrees to appoint a new process agent in England reasonably acceptable to the Seller and to deliver to the Seller within fourteen (14) days a copy of a written acceptance of appointment by the process agent.

The Guarantor hereby irrevocably appoints Callaway Golf Europe Ltd. of Unit 27 Barwell Business Park, Leatherhead Road, Chessington KT9 2NY, United Kingdom as its agent to accept service of process in England in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Guarantor.

The Guarantor shall inform the Seller in writing of any change of address of such process agent within fourteen (14) days of such change.

If such process agent ceases to be able to act as such or to have an address in the United Kingdom, the Guarantor irrevocably agrees to appoint a new process agent in England reasonably acceptable to the Seller and to deliver to the Seller within fourteen (14) days a copy of a written acceptance of appointment by the process agent.

The Seller hereby irrevocably appoints Intertrust (UK) Limited of 35 Great St Helen’s, London EC3A 6AP, United Kingdom as its agent to accept service of process in England in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the Seller.

The Seller shall inform the Purchaser in writing of any change of address of such process agent within fourteen (14) days of such change.

If such process agent ceases to be able to act as such or to have an address in the United Kingdom, the Seller irrevocably agrees to appoint a new process agent in England reasonably acceptable to the Purchaser and to deliver to the Purchaser within fourteen (14) days a copy of a written acceptance of appointment by the process agent.

Particulars of the Company

Particulars of the Subsidiaries

a share transfer agreement, notarised by a German notary public, on the transfer of title to the Shares from the Seller to the Purchaser, a draft of which is attached hereto, duly executed by the Seller on or prior to the Closing Date.

a share transfer agreement, notarised by a German notary public, on the transfer of title to the Shares from the Seller to the Purchaser, a draft of which is attached hereto, duly executed by the Purchaser on or prior to the Closing Date; and

the written resignations in the Agreed Terms (and legalised by a notary where required) of Richard Cotter, Michael Thomas, Edgar Rosenberger and Günter Ketterle from the office or position specified in Part 1 of Schedule 1 or any other Group Company advisory or supervisory board position, to take effect on Closing;

the specific accounting principles, policies, procedures, practices and estimation techniques set out in sub-paragraphs 1 to 24 of paragraph 3 below (the “ Specific Accounting Policies ”);

subject to paragraph 2.1.1, the accounting principles, policies, procedures, practices and estimation techniques actually adopted in the Management Accounts and Accounts, but only to the extent in accordance with IFRS (as at the Accounts Date); and

shall apply the accounting principles, policies, procedures, practices and estimation techniques set out in paragraphs 2 and 3 of Part 1 of Schedule 3;

Nothing in this Schedule shall entitle a party or the Reporting Accountants access to any information or document which is protected by legal professional or litigation privilege, provided that neither the Seller nor the Purchaser shall be entitled to refuse to supply such part or parts of documents as contain only the facts on which the relevant claim or argument is based.

Each party and the Reporting Accountants shall, and shall procure that its accountants and other advisers shall, keep all information and documents provided to them pursuant to this paragraph 4 confidential and shall not use the same for any purpose, except for disclosure or use in connection with the preparation of the Draft Closing Statement, the proceedings of the Reporting Accountants or another matter arising out of this Agreement.

All assets included in the Accounts or acquired by any of the Group Companies or which have otherwise arisen since the Management Accounts Date, other than any assets disposed of or realised in the ordinary and usual course of trading are:

The material buildings, plants, structures, furniture, fixtures, machinery, equipment and other tangible assets and personal property of the Group are structurally sound, are in good operating condition and repair, normal wear and tear excepted, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, and other tangible personal property is in need of maintenance or repairs except for maintenance and repairs that are ordinary course and or not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment and other tangible personal property of the Group are sufficient for the continued conduct of the Group’s business immediately after Closing in substantially the same manner as conducted immediately prior to Closing.

Each Group Company owns or has ownership of or the right to use all assets and rights that it needs to carry on its business as carried on immediately before Closing.

The inventory held by the Group is capable of being sold in the ordinary course of business, and the levels of obsolete, slow-moving, damaged, unusable, unsaleable or excessive stock are not materially inconsistent with levels experienced over the past twelve (12) months. So far as the Seller is aware, all such inventory is owned by a Group Company free and clear of any and all Encumbrances (other than rights and retention of title arrangements arising by operation of law or in the ordinary and usual course of business).

The inventory which has been sold in the twelve (12) months prior to the date of this Agreement complied with all applicable laws, bye-laws and regulations relevant in the jurisdiction in which it was sold in all material respects and was sold in the ordinary course of business.

No notice of termination or intention to materially decrease the rate of business done with the relevant Group Company has been received by the Group from any Material Supplier.

No Group Company is owed any sums other than trade debts incurred in the ordinary course of business or sums owed by another Group Company pursuant to intercompany loans.

No Group Company has any actual or contingent liability in respect of any Property formerly owned or occupied by it or in respect of which it acted as a guarantor.

The Data Room contains an overview summary of the particulars of the insurance policies maintained by or on behalf of any Group Company (each, an “ Insurance Policy ”). All premiums in respect of the Insurance Policies have been duly paid to date and all Insurance Policies are in full force and effect. So far as the Seller is aware, no Group Company is in material breach or default under any Insurance Policy, and no Group Company has received notice of default under, cancellation of, limitation of coverage under, any such Insurance Policy. No insurer under any Insurance Policy has notified any Group Company that it has or will reject any such insurance claim or notification.

Folder 6.4 of the Data Room contains (a) all of the following items of Owned Intellectual Property: (i) all registered Intellectual Property Rights, including all patents, trademarks and Internet domain name registrations; (ii) all pending patent and trademark applications and any other applications for registration of Intellectual Property Rights; and (iii) all trade names or corporate names as well as all material unregistered trademarks and service marks used by the Group Companies as at the date of this Agreement, (collectively, the “ Registered IP ”); (b) the jurisdiction in which each such item of Registered IP has been registered or filed and the applicable application, registration, or serial or other similar identification number, and (c) any other person or entity that has an ownership interest in any Registered IP (whether joint or otherwise) and the nature of such ownership interest.

The Group has taken all commercially reasonable actions to maintain, monitor, police, enforce and protect the Registered IP. All registration, maintenance and renewal fees due in connection with the Registered IP have been paid and all documents, recordations and certificates in connection with the Registered IP required to be filed have been filed with the relevant patent, copyright, trademark or other authorities in any jurisdiction for the purposes of prosecuting, maintaining and perfecting the Registered IP and recording the relevant Group Company’s ownership interests therein. The Group has provided to the Purchaser complete and accurate copies of all applications, correspondence, and other material documents related to each such item of Registered IP.

The Transaction will not (a) impair the right, title or interest of the Group Companies in or to or create an Encumbrance on any of the Owned Intellectual Property, (b) cause the release, disclosure, or delivery of any Owned Intellectual Property by any escrow agent or other person, (c) cause the grant, assignment, or transfer to any other person of any license or other right or interest under, to, or in any of the Owned Intellectual Property, and each item of Owned Intellectual Property will continue to be owned by the Group Companies immediately after the Closing.

Save for the IP Licences granted by any Group Company and contained in the Data Room, no Group Company has granted nor is it obliged to grant any licences in respect of all or any part of the Intellectual Property Rights owned by it. The IP Licences are valid and binding, each party thereto has at all times complied with their terms and they are not the subject of any claim, dispute or proceeding that is pending or threatened in writing. Each Group Company has registered or applied to register all IP Licences in any jurisdiction where registration is necessary to maintain or perfect the validity of such IP Licence.

The Group Companies own or have licences to use all of the Intellectual Property Rights used in or necessary to operate the business of each Group Company immediately after Closing in a substantially similar manner as currently operated.

No Group Company has infringed upon, misappropriated, diluted or otherwise violated, nor is any Group Company infringing upon, misappropriating or otherwise violating the Intellectual Property Rights of any other person or entity. No Group Company has received written notice of any infringement upon, misappropriation of, dilution or otherwise violation of, nor is, so far as the Seller is aware, any Group Company infringing upon, misappropriating or otherwise violating the Intellectual Property Rights of any other person or entity. In the three (3) years prior to the date of this Agreement, none of the Group Companies have received any written charge, complaint, claim, demand or notice alleging any such infringement, misappropriation or violation (including any offer or demand to license any Intellectual Property Right of any person or entity) and, to the knowledge of the Company, no such charge, complaint, claim demand or notice is currently threatened in writing or pending and there is no basis to assert any such charge, complaint or claim.

So far as the Seller is aware, no third party has infringed or is infringing the Intellectual Property Rights of any Group Company. None of the Group Companies have sent to any person any notice alleging any infringement, misappropriation, or other violation by any person of any Owned Intellectual Property, and to the knowledge of the Group Companies no person is infringing, misappropriating or otherwise violating the rights of the Group Companies in any Owned Intellectual Property.

Complete particulars of all material Information Technology used by each Group Company and all material contracts and reports in respect of that Information Technology including but not limited to all material licences, leases, maintenance and support agreements, facilities management, outsourcing agreements, escrow agreements relating to the deposit of source codes and disaster recovery agreements are set out in folder(s) 8.3 of the Data Room contains accurate copies of all such material contracts other than in respect of Packaged Software.

Each Group Company has all rights to use, develop, modify and maintain the Information Technology as are necessary for the conduct of the business of that Group Company as carried on at Closing in all material respects. So far as the Seller is aware, the Purchaser’s identity will

All Information Technology used by each Group Company has functioned throughout the last twelve (12) months without any material problems (including problems involving viruses and/or data loss) and in accordance with its specifications, and where any services in relation to the Information Technology are supplied by any third party such services have been supplied in a satisfactory manner and materially in accordance with the relevant service agreement.

Other than in respect of Packaged Software, the Group Companies have in their possession or control the source code of all material software owned by the Group Companies or has the right to gain access to such code under the terms of source code escrow agreements with the owners of rights in the relevant software.

In the two (2) years prior to the date of this Agreement, no written notice alleging non-compliance with Data Protection Legislation (including any enforcement notice or monetary penalty notice) has been received by any of the Group Companies from any Data Protection Authority.

In the two (2) years prior to the date of this Agreement, no enforcement action has been threatened in writing or commenced by any Data Protection Authority.

No Group Company is bound by or party to any order, judgment, decision or direction made by, and is not party to any undertaking or assurance given to, any Competition Authority under applicable competition law which materially affects its ability to carry on its business as currently conducted.

Other than the contracts of employment of Senior Employees, there are no contracts of employment with Group Company Employees that deviate materially from the Standard Employment T&Cs or confidentiality agreements with Group Company Employees that deviate materially from the Standard Confidentiality Agreements. Each contract that is an employment, consulting, change in control or retention contract with current or former Group Company Employees, and all employee collective bargaining agreements and other contracts with any Employee Representative or other representative of Group Company Employees, are in full force and effect and are legally binding on the relevant Group Company which is party to it and, to the Seller’s knowledge, the other party thereto, and the relevant Group Company has complied in all material respects with, and is not in breach of, its material obligations under each such contract or agreement.

The contracts of employment of each Senior Employee have been sent to the Purchaser’s Lawyers by email from the Seller’s Lawyers on 8 November 2018 at 21.38 (London time), and such documents are true and accurate and complete copies of the contracts of employment of each Senior Employee.

No Senior Employee has given or received notice to terminate his or her employment and, so far as the Seller is aware, neither the acquisition of the Shares by the Purchaser nor compliance with the terms of this Agreement will enable any Senior Employee to terminate their employment.

No contractual or gratuitous payment or benefit has been made or may become due to be made to any Group Company Employee in connection with the Transaction.

Full details of any bonus that the Company or any other Group Company has determined has accrued to any Group Company Employee at the Closing Date but which remains unpaid at the Closing Date have been set out in the Disclosure Letter.

No Group Company is involved in any dispute with any of its Group Company Employees or workers or any Employee Representative and, so far as the Seller is aware, there are no circumstances which are likely to give rise to any such dispute, and there is no collective bargaining agreement or other binding arrangement in place with any trade union or other body representing Group Company Employees to which any Group Company is a party or subject.

Other than the Pension Arrangements, no Group Company contributes to or is otherwise obligated under any scheme, arrangement or agreement for the provision of any pension, retirement, ill health or death benefit relating to any of its present or past directors or Group Company Employees or those claiming or entitled to claim through them nor is it under any obligation to do so.

All Pension Arrangements to which any Group Company contributes to or is otherwise obligated under provide only benefits on a defined contribution basis and no assurance, promise or guarantee (whether written or oral) has been given to any current or former Group Company Employee of a particular level or amount of benefit (other than death in service benefits) payable to or in respect of him on retirement, death or leaving service. No Group Company is or has in the six (6) years prior to the date of this Agreement been the employer or connected or associated with the employer (as those terms are used in the Pensions Act 2004) of a UK defined benefit pension plan.

Each Group Company and Pension Arrangement operated by a Group Company complies, and has at all times materially complied with, all applicable legislation and regulations in the relevant jurisdiction and each such Pension Arrangement has been administered in accordance with its governing documentation.

All obligations under or in connection with the Pension Arrangements, including pension contributions and obligations arising by operation of law that become due before the Closing Date, have been fulfilled by the Group Companies. All future obligations under or in connection with the Pension Arrangements, including obligations arising by operation of law, appertaining to periods until the Closing Date have either (a) been fully funded or (b) the respective Group Company has set aside book reserves for pension liabilities, in each case according to the requirements established by law and the Pension Arrangements based on the most recent actuarial data. In the past, all pensions provided by the Group Companies have been – to the extent required by law or contractual provisions – adjusted regularly, and no backlog adjustments are required to be made for periods until Closing.

Each Group Company has provided all its current and former Group Company Employees with the pension benefits required by law in the relevant jurisdiction and with such pension benefits as are reasonably customary in relation to employees in the relevant industry and jurisdiction.

No current or former Group Company Employee or director or former director of any Group Company has any legal entitlement to benefits in excess of those set out in the governing documentation of any Pension Arrangement, including a defined benefit on early retirement or redundancy, or has retired early on terms which are less favourable than the early retirement terms which would have applied to him under the Pension Arrangement of which he was a member prior to any transfer of his employment to the Group Company under TUPE or equivalent legislation.

All licences, consents and authorisations material to the business of the Group Companies have been obtained, are in full force and effect and have been in the three (3) years prior to the date of this Agreement and are being complied with in all material respects. No such licence, consent or authorisation has been breached or is likely to be suspended, modified or revoked.

Each Group Company is conducting, and during the three (3) years prior to the date of this Agreement, conducted, the business of the Group in material compliance with applicable laws, bye-laws and regulations and no Group Company is, or during the three (3) years prior to the date of this Agreement been, in material breach of any such laws, bye-laws and regulations.

There is no investigation, disciplinary proceeding or enquiry by, or order, decree, decision or judgment of, any court, tribunal, arbitrator, governmental agency or regulatory body outstanding against any Group Company or any person for whose acts or defaults it may be vicariously liable which has had or, so far as the Seller is aware, is reasonably expected to have a material adverse effect upon the assets or business of the Group.

No Group Company has engaged in any illegal activity or conduct in territories or with any person that or who are comprised by the Sanctions Regulations.

No Group Company has been notified in writing that any investigation, enquiry, proceeding or claim in respect of its affairs is being or has been initiated, conducted or is threatened or pending by any governmental, administrative, judicial or regulatory or other body, authority or organisation in relation to any Sanctions Regulations and there are not circumstances likely to give rise to any such investigation, enquiry, proceeding or claim.

No Group Company is engaged in any litigation, administrative, enforcement or other legal proceedings under any Environmental Laws or in respect of Environmental Matters and, so far as the Seller is aware, no such litigation, administrative, enforcement or other legal proceedings have been threatened or are pending.

No Group Company has received any written notice from any relevant authority under the Environmental Laws or other third party of any material claim, investigation or other proceedings against or involving any Group Company in respect of Environmental Matters.

No Group Company (or any person for whose acts or defaults a Group Company may be vicariously liable) is involved whether as claimant or defendant or other party in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration (other than as claimant in the collection of debts arising in the ordinary and usual course of its business) which is, or, so far as the Seller is aware, if settled adversely to the Group would be, material to the Group Company. So far as the Seller is aware, no event has occurred or circumstances exist that is likely to give rise to, or serve as a basis for, any such claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration. No such claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration of material importance is pending or threatened in writing by or against any Group Company (or any person for whose acts or defaults a Group Company may be vicariously liable).

No Group Company, nor any of the properties, assets or operations which it owns or in which it is interested, is subject to any continuing injunction, judgment or order of any court, arbitrator, governmental agency or regulatory body, nor in default under any order, licence, regulation or demand of any governmental agency or regulatory body or with respect to any order, suit, injunction or decree of any court, which in any case has had or, so far as the Seller is aware, is reasonably expected to have a material adverse effect on the Group as a whole.

All material returns, computations, notices and information which are or have been required to be filed with a Tax Authority by each Group Company for any Tax purpose (a) have been filed within the requisite periods and on a proper basis and are up to date and in all material respects correct and complete and (b) none of them is the subject of any material dispute with or investigation by any Tax Authority.

Each Group Company has fully paid all Taxes that have become due and owing within the applicable statutory time limits so as to not have incurred any interest or penalties on such amounts.

Each Group Company has made all material deductions and retentions of or on account of Tax as it was or is obliged to make and all such payments of or on account of Tax as should have been made to any Tax Authority in respect of such deductions or retentions.

No Group Company is involved in any material current dispute, audit, or judicial or administrative proceeding in relation to Tax with any Tax Authority.

No Tax Authority has operated or agreed to operate any special arrangement (being any arrangement which is not based on relevant legislation or any published practice) or other concessionary treatment which is material in relation to the affairs of any Group Company.

Folder 6.8.10 of the Data Room gives details of any Tax group, consolidation or other fiscal unity of which any Group Company is, or has in the last two (2) years been, a member for any Tax purpose.

Each Group Company is and has at all times been resident in its country of incorporation for Tax purposes and is not and has not at any time been treated as resident or having a permanent establishment, in any other jurisdiction for any Tax purpose.

All amounts payable to any Tax Authority in respect of any (former or current) Group Company Employee due and payable by the Group Companies have been duly paid and the Group Companies have made all such deductions and retentions as should have been made under applicable laws or regulations.

Neither the Seller nor any Group Company is required to give any material notice to, make any material filing with, or obtain any material authorization, consent, or approval of any Governmental Entity in connection with the execution, delivery and performance by the Seller of this Agreement or any of the Transaction Documents or the consummation of the Transaction, except for the filings and approvals set forth in the Conditions.

Except as set forth in the Disclosure Letter, the execution, delivery and performance by the Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the Transaction, does not and will not: (a) violate or conflict with any provision of the governing documents of the Seller or any Group Company; (b) violate any applicable law or order to which the Seller or any Group Company is subject; (c) require the consent of, notice to or other action by any person under, materially conflict with, result in a material violation or breach of, or loss of any material benefit under, constitute a material default under, result in the acceleration or termination of, or create in any party the right to accelerate, terminate, modify or cancel, or result in the creation of an Encumbrance upon, any material agreement, contract or instrument to which any Group Company is a party; or (d) trigger any “change of control” or other similar provisions contained in any material agreement, contract or instrument to which any Group Company is a party.

Except as set forth in the Disclosure Letter, no Group Company has any liability to pay any fees or commissions to any broker, finder, investment banker or agent with respect to the Transaction based upon any arrangement or agreement made by or on behalf of any Group Company.

None of the Group Companies has any liabilities, other than those liabilities which (a) are adequately and specifically reflected or reserved against in the Accounts or Management Accounts or (b) have been incurred in the ordinary course since the Management Accounts Date and which are not material, individually or in the aggregate.

All accounts receivable reflected in the Management Accounts and the accounts receivable arising after the Management Accounts Date (a) have arisen from bona fide transactions entered into by the relevant Group Company involving the sale of goods or the rendering of services in the ordinary course, (b) constitute only valid, undisputed claims of the relevant Group Company not subject to claims of setoff or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course and (c) are current and collectible in full, net of the reserve set forth in the Management Accounts, which reserve is adequate and calculated in accordance with IFRS and the Group’s past practice in the preparation of its Accounts. Subject to such reserve, each of the accounts receivable either has been or will be collected in full, without any setoff, expense, or other reduction, within sixty (60) days after which it first becomes due and payable. Neither the Seller nor any Group Company has received any notice regarding the uncollectibility of the accounts receivable.

No Group Company nor, so far as the Seller is aware, any Company Director or any of their respective Group Company Employees or agents, has taken any action, directly or indirectly, that would result in a material violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act of 2010, or any other applicable law of similar effect in any jurisdiction to which such person is subject in the ownership or operation of the Group’s business.

If the Seller is liable to pay an amount in discharge of any Claim (other than a Tax Indemnity Claim) and the Purchaser and/or any Group Company actually recovers (whether by payment, refund, discount, credit, Relief, insurance and/or otherwise) from a third party (including a Tax Authority) a sum which indemnifies or compensates the Purchaser and/or any Group Company (in whole or in part) in respect of the Loss which is the subject matter of such Claim, any actual recovery shall reduce or satisfy such Claim to the extent of such recovery.

If the Seller has paid an amount in discharge of any Claim and the Purchaser and/or any Group Company actually recovers (whether by payment, refund, discount, decrease of the amount of the Claim, credit, relief, insurance and/or otherwise) from a third party (including a Tax Authority) a sum which indemnifies and/or compensates the Purchaser and/or any Group Company (in whole or in part) in respect of the Loss which is the subject matter of such Claim, the Purchaser shall, and/or procure that the relevant Group Company shall, pay to the Seller as soon as reasonably practicable after receipt an amount equal to the amount received by the Purchaser from the Seller in respect of such Claim to the extent of such recovery.