21 October 2016 ESSELTE GROUP HOLDINGS (LUXEMBOURG) S.A. (as Vendor) ACCO EUROPE LIMITED (as Purchaser) and ACCO BRANDS CORPORATION (as Purchaser Guarantor) SHARE PURCHASE AGREEMENTrelated toESSELTE GROUP HOLDINGS AB99 Bishopsgate London EC2M 3XF United Kingdom Tel: +44.20.7710.1000

THIS AGREEMENT is made on 21 October 2016

“2015 Swedish NOLs” means the amount of the Swedish NOLs for the year ended 31 December 2015, being SEK 2,249,431,000;

“2016 Swedish NOLs” means, subject to paragraph 4.10 of Schedule 7, the amount of the Swedish NOLs for the year ended 31 December 2016 set out in the 2016 Swedish Tax Returns;

“2016 Swedish Tax Returns” means the tax returns filed with the Swedish Tax Authority on behalf of each of the Swedish Group Companies for the year ended 31 December 2016, prepared and filed in accordance with paragraph 4 of Schedule 7;

“Accounts” means:

as set out in the Disclosure Materials, and includes all notes thereto and the related directors’ report;

“Accounts Date” means 31 December 2015;

“Affiliate” means, in relation to a body corporate, any subsidiary or holding company of such body corporate, and any subsidiary of any such holding company, in each case from time to time;

“Aggregate Completion Statement Adjustment” means an amount equal to: (i) the Final Net Working Capital Adjustment; plus (ii) the Final Net Debt Adjustment;

“Agreed Employee Announcement” means an announcement to Employees in respect of the Transaction in Agreed Form;

“Agreed Form” means, in relation to a document, the form of that document initialled by or on behalf of each of the parties for identification;

“Anticorruption Laws” means applicable laws, regulations, or orders relating to anti-bribery or anti-corruption (governmental or commercial), including laws that prohibit the corrupt payment, offer, promise, or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any foreign government official, foreign government employee, person or commercial entity to obtain a business advantage, or the offer, promise, or gift of, or the request for, agreement to receive or receipt of a financial or other advantage to induce or reward the improper performance of a relevant function or activity, such as the U.S. Foreign Corrupt Practices Act of 1977, as amended from time to time, the UK Bribery Act of 2010 and all national and international laws enacted to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions;

“Antitrust Authority” means any Authority that enforces any Antitrust Law;

“Antitrust Laws” means Laws governing the conduct of any person in relation to restrictive or other anti-competitive agreements or practices (including, but not limited to, cartels, pricing, resale pricing, market sharing, bid rigging, terms of trading, purchase or supply and joint ventures), abuse of dominant or monopoly market positions (whether held individually or collectively) and the control of acquisitions or mergers;

“Authorised Representatives” has the meaning given to that term in the Escrow Agreement;

“Authority” means any government or competent governmental, administrative, supervisory, regulatory, judicial, determinative, disciplinary, enforcement or tax raising body, authority, agency, board, department, court or tribunal, in each case of any jurisdiction and whether supranational, national, state, county, municipal or local, including the European Union;

“Barcelona Closure” has the meaning given in paragraph (2) of Schedule 14;

“Business Day” means a day (other than a Saturday or Sunday) on which banks in Boston and London are open for ordinary banking business;

“Cash Balances” means, as at the close of business on the Completion Date: (i) the consolidated cash on hand and cash credited to a bank account held by each Group Company, (w) net of outstanding cheques, (x) including cheques deposited but not cleared, (y) including amounts derived from the Initial Consideration which have not been credited to the relevant Group Company’s bank account, and (z) including all interest accrued thereon; (ii) the fair value of any asset resulting from any outstanding foreign exchange or derivative contracts and (iii) the aggregate amount of all lease deposits (both short-term and long-term);

“Change of Control” occurs where a person who Controls any body corporate ceases to do so or if another person acquires Control of such body corporate;

“Claim” means any:

“Company” means Esselte Group Holdings AB, a company incorporated and registered in Sweden with company number ###-###-#### and having its registered office in Stockholm, Sweden, further particulars of which are set out in Part 1 of Schedule 1;

“Completion” means completion of the sale and purchase of the Shares in accordance with Clause 6;

“Completion Date” means the date on which Completion takes place;

“Completion Disclosure Documents” means the bundle of documents annexed to (or provided electronically with) the Completion Disclosure Letter and listed in Schedule 1 thereto;

“Completion Disclosure Letter” means the disclosure letter written and delivered by or on behalf of the Vendor to the Purchaser at least five (5) Business Days before Completion, including the Completion Disclosure Documents, in relation to the Completion Warranties;

“Completion Statements” means the Net Debt Statement and the Net Working Capital Statement;

“Completion Warranties” means the Warranties as repeated pursuant to Clause 8.2;

“Condition” means the condition set out in Clause 4.1;

“Confidential Information” has the meaning given in Clause 15.1;

“Control” means in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person:

“D&O Insurance Tail Policy” means an insurance tail policy taken out on or prior to Completion on terms consistent with the Group’s current director’s and officer’s insurance policy and in a form customary for tail policies of this nature, under which the insureds have a direct right of recovery under the policy;

“D&O Tail” means the amount of the premium of the D&O Insurance Tail Policy;

“Data Room” means:

“Deloitte HK Valuation Report” means the final valuation report relating to Esselte Limited prepared by Deloitte;

“Disclosure Documents” means the bundle of documents annexed to (or provided electronically with) the Disclosure Letter and listed in Schedule 1 thereto;

“Disclosure Letter” means the disclosure letter dated the date hereof, written and delivered by or on behalf of the Vendor to the Purchaser immediately before the signing of this Agreement, including the Disclosure Documents;

“Disclosure Materials” means:

“Draft Net Debt Statement” has the meaning given in paragraph 2 of Schedule 7;

“Draft Net Working Capital Statement” has the meaning given in paragraph 2 of Schedule 7;

“Eagle SPA” has the meaning given in paragraph (6) of Schedule 14;

“EHS Laws” means all Laws insofar as they relate or apply to EHS Matters in force and legally binding as at the date of this Agreement;

“EHS Matters” means any matters relating to human health and safety at the workplace, the protection of the Environment and the use of any Hazardous Substances;

“Employees” means the individuals employed by any of the Group Companies as at the date of this Agreement;

“Encumbrance” means any right to acquire, option, right of pre-emption, mortgage, charge (fixed or floating), pledge, lien, assignment, hypothecation, security interest (including any created by Law), title retention or other security agreement or arrangement for the purpose of providing security to a third party and any agreement to create any of the foregoing;

“Environment” means all or any of the following media (alone or in combination): air (including the air within buildings or other natural or man-made structures whether above or below ground); water (including water under or within land or in drains or sewers); and soil and land (including buildings) and any ecological systems and living organisms supported by these media (including, for the avoidance of doubt, man);

“Escrow Account” has the meaning given to it in the Escrow Agreement;

“Escrow Agent” means JPMorgan Chase Bank, N.A.;

“Escrow Agreement” means the escrow agreement in Agreed Form between the Purchaser, the Vendor and the Escrow Agent to be entered into on or about the Completion Date;

“Escrow Amount” means the US dollar equivalent of EUR 7,500,000, calculated using the Exchange Rate as at the Completion Date, plus (i) the Specified Tax Escrow Amount; and (ii) the Fourth Indemnity Escrow Amount;

“Escrow Release Notice” means joint written instructions to be provided to the Escrow Agent pursuant to section 3 (Disposition and Termination) of the Escrow Agreement;

“Escrow Retained Amount” means in circumstances where Clause 11.2(e) applies, a balance standing to the credit of the Escrow Account after any Escrow Release Notice given pursuant to Clause 11.2(e) (and after any resultant transfer of funds under that Clause 11.2(e) has occurred);

“Esselte Luxembourg” means Esselte European Holdings (Luxembourg) S.à r.l.;

“Estimated Net Debt Amount” has the meaning given in paragraph 1.1 of Schedule 7;

“Estimated Net Working Capital Amount” has the meaning given in paragraph 1.2 of Schedule 7;

“Estimated Net Working Capital Adjustment” means an amount equal to: (i) the Estimated Net Working Capital Amount; less (ii) the Target Net Working Capital Amount which has been recalculated using the Exchange Rate for each relevant currency into euros as at the last day of the month immediately preceding Completion;

“Exchange Rate” means, with respect to a particular currency for a particular day, the closing mid-point spot rate of exchange for that currency into euros or US dollars on such date as published

by Reuters as at the close of business in London on such date or, where no such rate is published in respect of that currency for such date, at the rate published for the previous day on which a rate was published;

“Existing Debt Amount” means the amount (including principal, interest and fees) owing or accrued at Completion under the Existing Facilities;

“Existing Facilities” means the senior term and revolving facilities agreement originally dated 7 June 2010 between, among others, Esselte Sverige AB, Esselte AB, Citibank International Plc and Citibank, N.A., London Branch as last amended and restated on 16 October 2014 and as further amended from time to time;

“Final Consideration” has the meaning given in Clause 3.1;

“Final Escrow Release Date” means the date that is twenty-four (24) months after the Completion Date;

“Final Net Debt Adjustment” means an amount equal to (i) the Estimated Net Debt Amount less (ii) the Net Debt Amount;

“Final Net Working Capital Adjustment” means an amount equal to: (i) the Net Working Capital Amount; (ii) less the Target Working Capital Amount; (iii) plus the corresponding positive of the Estimated Net Working Capital Adjustment (if the Estimated Net Working Capital Adjustment has a negative value) or less the Estimated Net Working Capital Adjustment (if the Estimated Net Working Capital Adjustment has positive value);

“First Escrow Release Date” means the earlier to occur of (i) the date which is ten (10) Business Days after the date of filing by the Purchaser Guarantor of its annual report on Form 10-K with the Securities and Exchange Commission for the financial year ended 31 December 2017 and (ii) 15 March 2018;

“First Indemnity Matters” means the matters set out in paragraph (1) of Schedule 14;

“First Option Amount” means the amount to be paid to each Optionholder prior to or at Completion;

“Former Employee” means any person who was an employee of any of the Group Companies prior to the date of this Agreement and whose employment has terminated;

“Fourth Indemnity Baseline Reserve” means an amount equal to the Indemnity Reserve set out in paragraph (4) of Schedule 14 less the Fourth Indemnity Escrow Amount;

“Fourth Indemnity Escrow Amount” means the US dollar equivalent of EUR 300,000, calculated using the Exchange Rate as at the Completion Date (save where all claims expressly referred to in the Fourth Indemnity Matters are fully and finally settled on or prior to Completion, in which case the Fourth Indemnity Escrow Amount shall be zero);

“Fourth Indemnity Matter Claim” means any claim under Clause 10 (Indemnities) in respect of the Fourth Indemnity Matters;

“Fourth Indemnity Matters” means the matters set out in paragraph (4) of Schedule 14;

“Fundamental Warranties” means the warranties contained in paragraphs 2 and 3 of Schedule 4 and “Fundamental Warranty” means any one of them;

“Fundamental Warranty Claim” means any Claim arising out of, or in connection with, the Fundamental Warranties;

“Further Option Amount” means any further amount to be paid to each Optionholder after Completion;

“General Warranties” means the warranties contained in Schedule 4 that are not Tax Warranties or Fundamental Warranties and “General Warranty” means any one of them;

“General Warranty Claim” means any Claim arising out of, or in connection with, the General Warranties;

“Government Official” means any official, officer, employee, or representative of, or any Person acting in an official capacity for or on behalf of, any Authority;

“Gross Profits” means in respect of a product line or business unit, gross invoiced sales (without deducting for any customer rebates or other deductions (such as early settlement discounts)) less cost of goods sold (not including freight out and distribution costs);

“Group” means the Company and each of the Subsidiaries;

“Group Company” means any member of the Group;

“Hazardous Substances” means any wastes, pollutants, contaminants and any other natural or artificial substance (whether in the form of a solid, liquid, gas or otherwise and whether alone or in combination with any other material or substance) which is capable of causing harm or damage to the Environment;

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board, the International Accounting Standards adopted by the International Accounting Standards Board, the Standing Interpretation Committee interpretations (SICs), in each case, as adopted by EU regulation;

“Indemnified Warranties” means the Warranties set out in the following paragraphs of Schedule 4: 9.6, 10.2 and 13;

“Indemnity Claim” means any claim under Clause 10 (Indemnities);

“Indemnity Reserve” means each of the caps on liability in paragraphs (1), (2), (3) and (4) of Schedule 14, being the EUR amounts set out therein;

“Information Privacy and Security Laws” means all applicable Laws, both domestic and foreign, concerning the privacy and/or security of data, including Personal Data, including, without limitation, Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and

on the free movement of such data and Directive 2002/58 on Privacy and Electronic Communications, the Health Insurance Portability and Accountability Act (and implementing legislation of any relevant national member states and binding guidance issued in relation thereto by the Article 29 Working Party), the Health Information Technology for Economic and Clinical Health Act, the Privacy Act of 1974, the Telemarketing and Consumer Fraud and Abuse Prevention Act and data security and security breach notification Laws;

“Initial Consideration” has the meaning given in Clause 3.1;

“Interim Covenant Claim” means any claim for breach of Clause 5 (Pre-Completion Obligations);

“IP Warranties” means the Warranties set out in paragraph 16 of Schedule 4;

“Key Employee” means any Employee listed in Schedule 11;

“Known Environmental Matter” means any environmental matter relating to the Properties or the Group and which is specifically identified in a Purchaser’s Report as potentially giving rise to any actual or contingent liability or requiring remedial or other corrective action, or any other environmental matter relating to the Properties or the Group specifically identified as a matter for consideration in the Purchaser’s evaluation of the Transaction, including the matters set out in Schedule 13;

“Laws” means all applicable legislation, statutes, directives, regulations, judgments, decisions, decrees, orders, instruments, by-laws, and other legislative measures or decisions having the force of law, treaties, conventions and other agreements between states, or between states and the European Union or other supranational bodies, rules of common law, customary law and equity and all civil or other codes and all other laws of, or having effect in, any jurisdiction from time to time, including Information Privacy and Security Laws;

“Long Stop Date” means 30 June 2017 or such later date that is agreed in writing between the Vendor and the Purchaser;

“Losses” means all costs, losses, liabilities, damages, claims, demands, proceedings, expenses, penalties and reasonable third party legal and other professional fees, not including any internal costs and expenses (such as management time);

“Management Accounts” means the unaudited monthly board report of the Vendor for the period from the Accounts Date to 31 July 2016 as set out in the Data Room;

“Material Adverse Effect” means any material adverse change in, or material adverse effect on, the business, financial condition or results of operations of the Group taken as a whole; provided, however, that no effect or impact arising out of or attributable to any the following, individually or in the aggregate, shall constitute or be taken into account in determining the occurrence of a Material Adverse Effect: (i) changes in the economy, interest rates, exchange rates, commodity prices, capital or financial markets generally, or political conditions in any of the geographical areas in which such business operates, including any changes resulting from (A) any notification by the United Kingdom to the European Council of its intention to withdraw from the European Union; (B) the commencement of negotiations (whether formal or informal)

between the United Kingdom and the European Union in connection with the United Kingdom’s withdrawal from the European Union or any of the treaties establishing or governing its operation; (C) the conclusion of a withdrawal agreement between the United Kingdom and the European Union; or (D) the actual withdrawal of the United Kingdom from the European Union or any of the treaties establishing or governing its operation) (other than those which are materially disproportionately adverse with respect to the Group); (ii) changes that are the result of factors generally affecting the industry or any geographic markets in which the Group operates or in which products or services of the Group are used or distributed (other than those which are materially disproportionately adverse with respect to the Group); (iii) changes in Law or in IFRS or the enforcement or generally accepted interpretations thereof; (iv) any natural disaster or pandemic or any acts of terrorism, sabotage, military action or war (whether or not declared), or any escalation or worsening thereof, or any other force majeure event, whether or not caused by any person, or any national or international calamity or crisis; (v) the announcement of, or the taking of any action contemplated by, this Agreement and the transactions contemplated hereby, including by reason of the identity of the Purchaser, or any communication by the Purchaser or its Affiliates regarding the plans or intentions of the parties with respect to the conduct of business by the Group Companies; (vi) any other acts or omissions of the Purchaser or any of its Affiliates; (vii) any actions taken, or failures to take action, or such other changes or events, in each case, to which the Purchaser has requested or expressly consented to, in each case in writing; (viii) any failure by the Group or a Group Company to achieve any budgeted or projected financial performance (other than to the extent such failure is caused by any fact, matter or circumstance which gives rise to a breach of any Warranty); and (ix) any matter: (A) fairly disclosed (with sufficient details to enable the Purchaser to identify the nature and scope of the matter disclosed) in the Disclosure Letter or the Disclosure Documents; or (B) included in the Purchaser’s Reports;

“Material Contract” means any of the contracts listed in Schedule 10;

“Net Debt Amount” means:

as shown on the Net Debt Statement;

“Net Debt Statement” has the meaning given in paragraph 2 of Schedule 7;

“Net Working Capital Amount” means the Net Working Capital Amount as shown on the Net Working Capital Statement;

“Net Working Capital Statement” has the meaning given in paragraph 2 of Schedule 7;

“NOL Adjustment” means an amount equal to:

        

where:

x =    the amount of the 2016 Swedish NOLs; and

y =     the amount of the 2015 Swedish NOLs;

“Optionholders” means the Employees, Former Employees and other persons who, at the date of this Agreement, hold options to acquire shares in the Vendor;

“Outstanding Relevant Claim” means a Relevant Claim that is supported by a Satisfactory Opinion;

“Outstanding Specified Tax Certificate Application” has the meaning given in Schedule 16;

“Pension Schemes” means:

“Permitted Encumbrance” means:

any default, delinquency or omission by a Group Company), in the ordinary course of business;

“Personal Data” has the meaning given by the Data Protection Act 1998 provided that this is limited to such data that is processed within the European Economic Area;

“Pre-Completion Tax Actions” means the actions set out in Schedule 17;

“Properties” means the land and premises particulars of which are set out in Schedule 9;

“Purchaser Group” means the Purchaser and each of its Affiliates including, for the avoidance of doubt, the Group Companies from Completion;

“Purchaser’s Bank Account” means the bank account at Bank of America with account name ACCO Europe Ltd, account number 6008 46521010, swift code BOFAGB22 and IBAN: GB63 BOFA 1650 5046 5210 10 (or such other account as the Purchaser shall notify to the Vendor at least five (5) Business Days before the relevant due date for payment);

“Purchaser’s Reports” means:

“Purchaser’s Solicitors” means Latham & Watkins (London) LLP of 99 Bishopsgate, London EC2M 3XF;

“QC’s Estimated Amount” has the meaning given in the definition of “Satisfactory Opinion”;

“Recovered Specified Tax” has the meaning given in Clause 7.11(c);

“Relevant Claim” means any claim under this Agreement, including: (i) a General Warranty Claim, (ii) a Fundamental Warranty Claim, (iii) a Tax Covenant Claim, (iv) a Tax Warranty Claim, (v) an Interim Covenant Claim, (vi) an Indemnity Claim, or (vii) a claim under Clause 7 of this Agreement, but excluding claims under Clauses 3.4(b), 3.5(b) or 11.2(a);

“Remaining Escrow Account Balance” means the balance standing to the credit of the Escrow Account from time to time;

“Remaining Fourth Indemnity Escrow Balance” means the Fourth Indemnity Escrow Amount as may be reduced from time to time by (i) the amount by which the aggregate of payments made in respect of any Fourth Indemnity Matter Claims exceeds the Fourth Indemnity Baseline Reserve and (ii) any amounts paid to the Vendor in respect of the Fourth Indemnity Amount pursuant to Clause 11 (up to a maximum reduction equal to the Fourth Indemnity Escrow Amount, such that the Remaining Fourth Indemnity Escrow Balance shall not be less than zero);

“Remaining Specified Tax Escrow Balance” means the Specified Tax Escrow Amount as may be reduced from time to time by any payments made pursuant to Clause 11.2(a) (up to a maximum reduction equal to the Specified Tax Escrow Amount, such that the Remaining Specified Tax Escrow Balance shall not be less than zero);

“Remitted Specified Tax” has the meaning given in Clause 7.11(a);

“Reporting Accountants” means Deloitte or, if that firm is unable or unwilling to act in any matter referred to them under this Agreement, an independent firm of internationally recognised chartered accountants to be agreed upon by the Vendor and the Purchaser within five (5) Business Days of a notice by one to the other requiring such agreement or, failing such agreement, to be nominated on the application of either of them by or on behalf of the President for the time being of the Institute of Chartered Accountants in England and Wales;

“Representatives” means, in relation to a party, its Affiliates and their respective directors, officers, employees, agents, consultants and advisers;

“Satisfactory Opinion” means a written opinion from a Queen’s Counsel (which, for the purposes of this definition, includes any relevant overseas equivalent) of at least ten (10) years’ standing as a Queen’s Counsel that states that in the opinion of Queen’s Counsel, on the balance of probabilities: (i) the Relevant Claim will succeed, and (ii) the Queen’s Counsel’s estimate of the amount of such successful Relevant Claim (the “QC’s Estimated Amount”); provided that:

“SEB Pooling Arrangement” means the Group’s cash pooling arrangement with SEB;

“Second Indemnity Matters” means the matters set out in paragraph (2) of Schedule 14;

“Shares” means 11,652,554 shares in the Company (of which 714,286 shares are preference shares and 10,938,268 are ordinary shares) being the entire issued share capital in the Company;

“Specified Employees” means the Key Employees listed in paragraphs 1 to 5 (inclusive) of Schedule 11;

“Specified Tax” has the meaning given in Schedule 16;

“Specified Tax Amount” has the meaning given in Schedule 16;

“Specified Tax Certificate” has the meaning given in Schedule 16;

“Specified Tax Certificate Determination” has the meaning given in Schedule 16;

“Specified Tax Escrow Amount” means, in respect of the Specified Tax Amount, the US dollar equivalent (calculated using the Exchange Rate as at the Completion Date) of the Vendor’s good faith estimate of the amount of the provision that will be accrued on the balance sheet of the Group as at the close of business on the Completion Date by reference to the amount of the provision accrued on the balance sheet in the management accounts of the Group for the month immediately prior to Completion;

“Subsidiary” means the companies whose details are set out in Part 2 of Schedule 1;

“Swedish Company Restructure” means the transfer of the entire issued share capital of Esselte IPR AB from Esselte ESAB AB to Isaberg Rapid AB;

“Swedish Group Companies” means the Company, Endymion AB, Esselte AB, Esselte ESAB AB, Esselte Innehav AB, Esselte IPR AB, Esselte Sverige AB, Fastighets AB Hestra Vik, Isaberg AB, Isaberg Holding AB, Isaberg Rapid AB and Röda Ratten Luftcharter AB;

“Swedish NOLs” means, as at a given financial year end, the aggregate amount of tax losses carried forward as set out in the tax returns filed with the Swedish Tax Authority on behalf of each of the Swedish Group Companies for such financial year;

“Target Net Working Capital Amount” means the target net working capital amount of EUR 20,250,000 (which has been calculated using the Exchange Rates for each relevant currency into euros as at 31 August 2016, as set out in the Agreed Form Target Net Working Capital Amount calculation), as such amount is recalculated using the Exchange Rates for each relevant currency into euros as at the Completion Date;

“Tax” means:

inheritance tax, value added tax, national insurance contributions, social security contributions, payroll deductions, capital duty, stamp duty, stamp duty land tax, stamp duty reserve tax and all taxes on gross or net income, profits or gains, receipts, sales, use, occupation, franchise, goods and services, transfer, excise, employment and personal property); and

imposed or collected by a Tax Authority whether directly or primarily chargeable against, recoverable from or attributable to any of the Group Companies or another person (and “Taxes” and “Taxation” shall be construed accordingly);

“Tax Authority” means a taxing or other governmental (local or central), state or municipal authority competent to impose a liability for or to collect Tax;

“Tax Covenant” means the covenant relating to Taxation set out at Schedule 6;

“Tax Covenant Claim” means any claim by the Purchaser pursuant to the Tax Covenant;

“Tax Warranties” means the warranties contained in paragraph 23 of Schedule 4 and “Tax Warranty” means any one of them;

“Tax Warranty Claim” means any Claim arising out of, or in connection with, the Tax Warranties;

“Third Indemnity Matters” means the matters set out in paragraph (3) of Schedule 14;

“Third Party Claim” has the meaning given in paragraph 7.1 of Schedule 5;

“Third Party Claim Notice” has the meaning given in paragraph 7.1(a) of Schedule 5;

“Third Party Debt” means, without duplication, as at the close of business on the Completion Date, the aggregate amount of:

“Third Party Guarantees” means any guarantees, indemnities and letters of comfort of any nature given:

“Transaction” means the transactions contemplated by this Agreement and/or the other Transaction Documents or any part thereof;

“Transaction Documents” means this Agreement, the Disclosure Letter, the Completion Disclosure Letter, the Escrow Agreement and any documents in Agreed Form (other than any press announcement in Agreed Form);

“UK DB Plan” means the Esselte Group (UK) Benefits Plan;

“US Recapitalisations” means the recapitalisations of Esselte Limited and Esselte Corporation in accordance with the steps set out in paragraph 1 of Schedule 17;

“VAT” means in relation to any jurisdiction within the European Union, the value added tax provided for in Directive 2006/112/EC and charged under the provisions of any national legislation implementing that directive or Directive 77/388/EEC together with legislation supplemental thereto and, in relation to any other jurisdiction, the equivalent Tax (if any) in that jurisdiction;

“Vendor Group” means the Vendor and each of its Affiliates excluding the Group Companies;

“Vendor’s Bank Account” means the bank account at ING Luxembourg SA, 52, Route d’Esch, L-2956 Luxembourg, swift code CELLLULL with account name Esselte Group Holdings (Luxembourg) SA and IBAN number LU27 0141 9377 2710 0000 (or such other account as the Vendor shall notify to the Purchaser at least five (5) Business Days before the relevant due date for payment);

“Vendor’s Solicitors” means Skadden, Arps, Slate, Meagher & Flom (UK) LLP of 40 Bank Street, Canary Wharf, London E14 5DS;

“W&I Insurance” means the warranty and indemnity insurance policy to be entered into in connection with the Transaction;

“W&I Insurer” means the underwriter of the W&I Insurance;

“Warranties” means the warranties set out in Clause 8 and Schedule 4 (including the Completion Warranties); and

“Working Hours” means 9:30 am to 5:30 pm on a Business Day.

and shall not, and shall procure that none of their respective Affiliates or Representatives shall take any action that could reasonably be expected to adversely affect the satisfaction of the Condition.

For the purposes of this Clause 4.4, “Antitrust Materiality Condition” means to sell, divest, licence, hold separate, enter into any trust agreement or impose any condition or restriction with respect to the assets or operations of the Group and/or the Purchaser Group where the foregoing would have resulted in a reduction of the Gross Profits of the Group and the Purchaser Group as a whole of EUR5,600,000 or more for the 12-month period ending 30 September 2016 had any such thing occurred immediately prior to such period.

the Vendor on or before Completion on terms that permit the payments contemplated by Clauses 7.7 to 7.9 (inclusive) to be made without any further agreement or action on the part of the relevant Optionholder.

provided that, if, pursuant to the foregoing provisions of this Clause 6.1, the Completion Date were to fall within the last thirty (30) calendar days of a Quarter, Completion shall take place on the first Business Day of the following Quarter.

For the purposes of this Clause 6, “Quarter” means a period of time from and including January to March; April to June; July to September; and October to December.

All documents and items delivered and payments made in connection with Completion shall be held by the recipient to the order of the person delivering them until such time as Completion takes place.

then the Purchaser may forthwith (in addition to and without prejudice to any other rights and remedies it may have), by serving written notice on the Vendor, terminate this Agreement.

delivered at Completion and which are not kept at any of the Properties or otherwise in the possession or control of a Group Company, save to the extent such records, correspondence, documents, files, memoranda, tax returns and workpapers and other papers contain information confidential to the Vendor Group.

payment by or on behalf of the Vendor of (x) and (y) above being a taxable receipt; less (b) any Tax actually saved or to be saved by the utilization of a relevant Corresponding Relief (as defined in the Tax Covenant) in connection with the payment of the amounts in (a) in respect of the calendar year in which such payment is made or is to be made.

draft of the application or correspondence all reasonable comments which are received from the Vendor prior to the expiry of a reasonable period of time following submission of the draft application or correspondence to the Vendor. For these purposes a reasonable period of time shall not be less than two (2) Business Days;

Guarantor or any other relevant member of the Purchaser Group is bound or submits; or

in each case that is itself currently in process or outstanding;

under the Warranties given on the date of this Agreement, where the Purchaser’s knowledge shall be by reference to the knowledge, information and belief of Pamela Schneider, Mark Anderson and Neal Fenwick which any of them has or would have had at the date of this Agreement if they had read the Disclosure Letter and the Purchaser’s Reports and made reasonable enquiries; and

The Vendor undertakes to indemnify the Purchaser (acting for itself and on behalf of each Group Company) on demand against all Losses (including any Tax Liability and any costs associated with remediation or compliance with any fine, order, request, demand or decree from an Authority) suffered or incurred by any of them during the period of twenty four (24) months beginning on the Completion Date in connection with the matters set out in Schedule 14 (Indemnified Matters).

the Purchaser and the Vendor shall as soon as is reasonably possible and in any event within two (2) Business Days of the Relevant Claim being agreed or determined (subject to paragraph 8.5 of Schedule 5), procure that:

the latest notice of any such Relevant Claim delivered to the Vendor on or before the First Escrow Release Date, procure that:

Relevant Claims, if later, the date falling fifteen (15) Business Days after delivery of the latest notice of any such Outstanding Relevant Claim delivered to the Vendor on or before the Final Escrow Release Date, procure that:

an amount equal to the lesser of:

Outstanding Relevant Claim(s) are finally agreed or determined); and

With effect from Completion, the provisions of Schedule 6 shall apply in relation to Taxation.

to replace such void or unenforceable undertaking with a valid provision which, as far as possible, has the same commercial effect as the provision which it replaces.

provided that, nothing in this Clause 14.4 shall give rise to the Purchaser Guarantor’s obligations under this Clause 14 extending beyond the Purchaser’s obligations under this Agreement (as affected by any such matter or thing).

(together “Confidential Information”); and

Companies) concerning the subject matter of this Agreement without the prior written consent of the other (which shall not be unreasonably withheld or delayed).

Where this Agreement is terminated pursuant to the provisions contained herein, this Agreement shall cease to have effect immediately except for the provisions of Clauses 1, 15, 16, 20 to 29 and any rights or liabilities that have accrued prior to termination under this Agreement.

The parties shall and shall procure that each of their Affiliates shall, at its own cost, promptly execute and deliver all such documents and do all such things and provide all such information and assistance, as the Purchaser or the Vendor may from time to time reasonably require for the purpose of giving full effect to the provisions of this Agreement.

The terms of this Agreement (insofar as not performed at Completion and except as specifically otherwise provided in this Agreement) shall continue in force after and notwithstanding Completion.

No single or partial exercise of any right or remedy provided under this Agreement or by Law, whether by conduct or otherwise, shall preclude or restrict the further exercise of that or any other right or remedy.

Where any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the Laws of any jurisdiction then such provision shall be deemed to be severed from this Agreement and, if possible, replaced with a lawful provision which, as closely as possible, gives effect to the intention of the parties under this Agreement and, where permissible, that shall not affect or impair the legality, validity or enforceability in that, or any other, jurisdiction of any other provision of this Agreement.

Any such person to whom an assignment is made under this Clause 22.2 may itself make an assignment as if it were the Purchaser or Vendor under this Clause 22.2.

rate of HSBC Bank plc from time to time in effect during such period. Such interest shall accrue from day to day and be compounded quarterly and shall be payable without prejudice to any other remedy available to the Vendor or the Purchaser (as the case may be) in respect of such default.

provided that in the case of sub-Clauses (a) and (e) above, any notice despatched outside Working Hours shall be deemed given at the start of the next period of Working Hours.

For the Vendor:

For the attention of:    Adam Suttin

Email:     ***@***

with a copy to:

Name:    Skadden, Arps, Slate, Meagher & Flom (UK) LLP

For the attention of:    Linda Davies

For the Purchaser:

Name:    ACCO Europe Limited

For the attention of:    General Counsel, ACCO Brands Corporation

Email:     ***@***

with a copy to:

Name:    Latham & Watkins (London) LLP

For the attention of:    Nick Cline

Address:    99 Bishopsgate, London EC2M 3XF, United Kingdom

Email:     ***@***

For the Purchaser Guarantor:

Name:    ACCO Brands Corporation

For the attention of:    General Counsel

with a copy to:

This Agreement may be executed in any number of counterparts. Each counterpart shall constitute an original of this Agreement but all the counterparts together shall constitute but one and the same instrument.

Without prejudice to any other permitted mode of service, the parties agree that service of any claim form, notice or other document for the purpose of or in connection with any action or proceeding in England or Wales arising out of or in any way relating to this Agreement shall be duly served upon:

This Agreement has been entered into on the date stated at the beginning of it.

Director

In the presence of:

Director

In the presence of:

Authorised Signatory

In the presence of: