SimonsVoss Luxco S. r.l.SimonsVoss Co-Invest GmbH & Co. KGMr Frank RvekampandAllegion Luxembourg Holding & Financing S. r.l.SHARE PURCHASE AGREEMENTrelating to the companies comprising the SimonsVoss Technologies Group Table of Contents

Seller 1 and Seller 2 are also referred to collectively as the “Sellers” and each of them as a “Seller” and the Sellers, Mr Rövekamp, the Purchaser are also referred to collectively as the “Parties” and each of them as a “Party”.

Whereas:

It is agreed as follows:

In this Agreement including the Recitals, unless the context otherwise requires, the provisions of this Clause 1 apply:

Defined terms shall have the meaning ascribed or referenced to them in Schedule 1.1.

References to this Agreement shall include reference to any Schedules to it as well as to any agreements entered into or to be entered into, pursuant to this Agreement. References to Clauses and Schedules are to Clauses and Schedules to this Agreement.

The headings in this Agreement shall not affect its interpretation.

Where a German term has been added in parenthesis after an English term, only such German term shall be decisive for the interpretation of the relevant English term whenever such English term is used in this Agreement.

References to any German legal term or concept shall in relation to any jurisdiction other than Germany be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction.

Subject to the terms of this Agreement, each Seller, as an individual obligor, hereby sells to the Purchaser all Shares held by it pursuant to Schedule (A) and the Purchaser hereby accepts such sales. Each of the Shares is sold together with all rights and obligations attaching to it as at the Closing Date with the right to receive profits including profits which have not yet been distributed on or prior to the Closing Date.

At Closing, the Sellers and the Purchaser shall enter into a notarial share transfer agreement substantially in the form as attached in Schedule 2.2 under which each of the Sellers shall assign (abtreten) to the Purchaser all Shares held by it pursuant to Schedule (A), in each case subject to the condition precedent (aufschiebende Bedingung) of the Purchase Prices plus default interest pursuant to Clause 5.4.2, if any, being fully paid in accordance with the terms of this Agreement. Each of the Shares shall be assigned together with all rights and obligations attaching to it as at the Closing Date with the right to receive profits including profits which have not yet been distributed on or prior to the Closing Date. Neither the Purchaser nor the Sellers shall be obliged to complete the transfer of the Shares unless the sale and purchase of all of the Shares and all of the Closing Intra Group Payables is completed simultaneously.

The Sellers as sole shareholders of the Target Company hereby waive all requirements regarding form and notice of calling and holding a shareholders’ meeting and hereby approve the contemplated assignment of

the Shares pursuant to Clause 2.2 as required under section 7.1 of the articles of association of the Target Company.

Seller 1 and Mr Rövekamp have made available to the Target Company financing loans. Schedule 3.1 lists the respective payables owed by the Target Company showing the relevant debtor and creditor, the outstanding principal amounts and accrued and unpaid interest thereon, each as per 31 December 2014, the applicable interest rates as well as the respective underlying agreement between the debtor and the creditor. All claims of Seller 1 and Mr Rövekamp for payment of the amounts of the payables described above including accrued and unpaid interest thereon, in either case outstanding as at Closing, are herein referred to as “Closing Intra-Group Payables”.

Subject to the terms of this Agreement, each of Seller 1 and Mr Rövekamp, as an individual obligor, hereby sells to the Purchaser the Closing Intra-Group Payables owed to it/him pursuant to Schedule 3.1 and the Purchaser hereby accepts such sales. The Closing Intra-Group Payables are, in each case, sold together with all underlying agreements and arrangements and with all rights and obligations in respect of and in connection with the respective Closing Intra-Group Payables.

to the Purchaser on the basis of a transfer agreement substantially in the form as attached in Schedule 3.3.1. The Purchaser shall accept such assignments and transfers. Neither the Purchaser nor Seller 1 or Mr Rövekamp shall be obliged to complete the transfer of the Closing Intra-Group Payables unless the sale and purchase of all of the Shares and all of the Closing Intra Group Payables is completed simultaneously.

The Purchaser undertakes to procure that the Target Company does not become insolvent within one year from Closing. If Seller 1 and/or Mr Rövekamp are held liable for any liability or obligation arising from or in connection with the total or partial repayment and/or interest payment within the first year from Closing by the Target Company on any Closing Intra-Group Payables, in either case granted by Seller 1 or Mr Rövekamp, the Purchaser shall indemnify Seller 1 and/or Mr Rövekamp, as the case may be, and hold them harmless in respect of any such liability or obligation, including any costs and expenses unless and except to the extent that the payment made to Seller 1 or Mr Rövekamp qualifies as a Leakage within the meaning of Clause 6.2.1 which is not a Permitted Leakage within the meaning of Clause 6.2.2 and therefore constitutes a breach of the obligations under Clause 6.1.

Certain Group Companies are party to the following financing arrangements with banks:

At Closing, the Purchaser shall discharge all liabilities under the Finance Agreements outstanding as of the Closing Date on behalf of the Target Company by (re)paying all out-standing amounts (including accrued and unpaid interest as well as any late fees, prepayment and all other charges) including, for the avoidance of

doubt any outstanding amounts under any ancillary facility under the Finance Agreements (the aforementioned outstanding liabilities, the "Bank Repayment Amount").

The Bank Repayment Amount shall be notified by Seller 1 to the Purchaser no later than three (3) Business Days prior to the Closing Date on the basis of (i) the notice provided by the Finance Parties (or the agents or security agent on their behalf) in connection with the Release Letter (as defined below) and (ii) as notified to the Seller 1 by the respective counter-parties under the Hedging Agreements. At Closing, the Purchaser shall (re)pay the Bank Repayment Amount as set out in Clause 10, as calculated and notified by the relevant facility agent and/or security agent and/or counter-parties under the Finance Agreements in accordance with their terms.

The total consideration for the sale of the Shares under this Agreement shall be the balance of

(i)the agreed enterprise value of the Group Companies of EUR 210,000,000,

(iv)minus the sum of the Closing Intra-Group Payables Purchase Prices at Closing

and shall be allocated to the Sellers in accordance with the percentage of their holding in the Target Company as set out in column D. of Schedule (A) against the name of each Seller. The portions of the total consideration for the sale of the Shares so allocated to each Seller shall be referred to herein as the “Share Purchase Prices”.

The consideration for the sale of the Closing Intra-Group Payables under this Agreement by Seller 1 and by Mr Rövekamp (together the “Closing Intra-Group Payables Purchase Prices”) shall in either case be equal to the amount of the respective Closing Intra-Group Payables.

For the period from (and including) the Accounts Date until (and excluding) the Closing Date, Purchaser shall pay a cash compensation of EUR 2,250 for each calendar day (the "Cash Compensation Amount").

On the Closing Date, the Sellers and the Purchaser shall enter into an escrow agreement with the German notary public Dr. Marcus Emmer having its seat c/o Freshfields Bruckhaus Deringer LLP, Bockenheimer Landstraße 44, 60322 Frankfurt, Germany (“Trustee”), substantially in the form as attached hereto as Schedule 5.5, (“Escrow Agreement”). The Sellers as a whole and the Purchaser shall each bear 50 per cent of the costs for the escrow. The portion of the costs for the escrow to be borne by the Sellers shall be allocated to Seller 1 and Seller 2 on a pro rata basis according to their shareholding percentage as set out in Schedule A.

To the extent that the transactions contemplated in this Agreement are subject to VAT, the Purchaser shall pay such VAT in addition to the Purchase Prices. VAT on each of the Purchase Prices is due for payment as soon as the Purchaser has received from the relevant Seller an invoice which complies with the provisions of Secs. 14, 14a of the German VAT Code (Umsatzsteuergesetz) or a respective other applicable foreign tax provision. The Parties jointly assume that the sale and assignment of the Shares and sale and assignment of the Closing Intra-Group Payables are exempt from VAT. The Sellers hereby irrevocably exclude their right to opt for VAT pursuant to Sec. 9 of the German VAT Code or comparable provisions of non-German law.

If any payment or other performance is made by any of the Sellers or Mr Rövekamp to the Purchaser or by the Purchaser to any of the Sellers or Mr Rövekamp in respect of any claim under or in connection with this Agreement, the payment or in case of a non-financial performance its financial value shall be treated as a correction of the consideration paid by the Purchaser to the relevant Seller or Mr Rövekamp under this Agreement and such consideration shall be deemed to have been reduced or increased, as the case may be, by the amount of such payment.

The Purchaser shall not be entitled to

unless the underlying rights or claims of the Purchaser have been acknowledged in writing by the relevant Seller Mr Rövekamp or have been confirmed by final decision of a competent court (Gericht) or arbitration panel (Schiedsgericht).

Each of the Sellers, as an individual obligor,

6.2.1     “Leakage” shall mean

in each case made by a Group Company to the relevant Seller or any Seller-Related Person, which is not permitted under this Agreement or fully remedied by Closing and excluding any Tax which arises or is incurred in respect of any of the actions envisaged in 6.2.1(i) to 6.2.1(vii).

6.2.2     “Permitted Leakage” shall mean

(i)     any payment or performance made at the written request or with the written consent of the Purchaser,

in each case including any Tax arising in connection with the relevant payment or performance.

In the event of the incorrectness of a warranty pursuant to Clause 6.1.1 or a breach by any of the Sellers of an undertaking pursuant to Clause 6.1.2, the Seller in breach of such warranty or undertaking, as an individual obligor, shall remedy or procure full remediation of the respective Leakage as required in respect of the nature of such Leakage, i.e., by way of

The obligations of the Sellers, Mr Rövekamp and the Purchaser to perform the actions at Closing pursuant to Clause 10.2 shall be subject to the following condition precedent (aufschiebende Bedingungen) (the “Closing Conditions”):

The German Federal Cartel Office (Bundeskartellamt)

The Sellers, each as an individual obligor, shall (i) refrain from voting in favour of any shareholders resolutions by which the shareholders meeting of a Group Company would agree to any action outside the ordinary course of business of a Group Company and in particular any of the actions listed in Clause 8.1.2, and (ii) instruct the managing directors (Geschäftsführer) of the Target Company (a) to comply with this Clause 8.1 and (b) to instruct the managing directors of the Group Companies to comply with this Clause 8.1, as the case may be, and, if Sellers become aware (positive Kenntnis) of any non-compliance, interfere with appropriate action, that between the date of this Agreement and Closing, unless otherwise provided in this Agreement,

provided that prior to the Closing Date the Purchaser’s consent shall not be required with respect to any of the actions listed in this Clause 8.1.2 to the extent that such actions are

the Sellers’ Security listed in Schedule 4.1.4, the Purchaser shall procure that the Sellers are, subject to Clause 8.1.3, by Closing completely released from any Sellers’ Security, and shall for this purpose, subject to Clause 8.1.3, replace the Sellers’ Security prior to or at Closing, but in any event only after having received the Release Letter. The Sellers shall give to the Purchaser such assistance and information as the Purchaser may reasonably request in writing to facilitate the Purchaser’s respective negotiations with the beneficiaries of the respective Sellers’ Security.

Closing shall take place at the offices of Baker&McKenzie, Frankfurt am Main, Germany, seven Business Days after the day on which the last Closing Condition has been fulfilled. Closing may also take place at such other location, time or date as may be agreed in writing between the Sellers and the Purchaser.

At Closing, the Sellers, Mr Rövekamp and the Purchaser shall take the following actions (“Closing Actions”) simultaneously (Zug um Zug):

10.2.1    The Sellers and the Purchaser shall execute the Escrow Agreement.

If the Purchase Prices are not paid in full at Closing as provided in Clause 10.2.1, the Sellers shall have the right to defer all or individual Closing Actions by a period to be determined by the Sellers, such right to be exercised by the Sellers jointly. If the Sellers exercise such right, the Sellers’ right to withdraw pursuant to Clause 9.1.2 shall be suspended for the period by which Closing is deferred.

The Sellers guarantee by way of an independent promise of warranty (selbständiges Garantieversprechen) pursuant to § 311 German Civil Code (BGB), and exclusively with the remedies pursuant to Clause 12 which form an integral part and define the scope of this promise of warranty, that the statements set forth in this Clause 11 (the “Sellers’ Warranties”) are true and correct as of the date of this Agreement or as of such other date as is expressly stated in the respective Seller’s Warranty. The Sellers’ Warranties pursuant to Clauses 11.1,

11.2.1, 11.2.2, 11.2.3 and 11.5 are given by each Seller as an individual obligor and only in relation to itself and to those of the Shares and, if applicable, of the Closing Intra-Group Payables sold by it under this Agreement.

Mr Rövekamp guarantees by way of an independent promise of warranty (selbständiges Garantieversprechen) pursuant to § 311 German Civil Code (BGB), and exclusively with the remedies pursuant to Clause 12 (which shall apply to mutatis mutandis to Mr Rövekamp) which form an integral part and define the scope of this promise of warranty, that the statements set forth in Clauses 11.1 and 11.5 (the “Rövekamp Warranties”) are true and correct as of the date of this Agreement. The Rövekamp Warranties are given by Mr Rövekamp as an individual obligor and only in relation to himself and to those of the Closing Intra-Group Payables sold by him under this Agreement.

Each Seller is a duly existing company or partnership and each Seller and Mr Rövekamp is entitled to enter into the transactions contemplated by this Agreement. Each Seller has the the capacity and authority to enter into this Agreement, sell and transfer to the Purchaser the Shares as sold hereunder and to perform all of the other undertakings under this Agreement. No court order to open insolvency proceedings over the assets of a Seller has been served on such Seller as of the Signing Date. To Sellers' Knowledge, (i) no request for the opening of such proceedings has been filed, and (ii) no circumstances exist which would require a Seller to apply for the opening of such proceedings.

As of the Signing Date there is (i) no lawsuit pending or threatened in writing against any Seller, and (ii) to the Sellers’ Knowledge, no action, suit, investigation or proceeding pending or threatened in writing, each of item (i) or (ii) affecting a Seller, which in any manner seeks to prevent, enjoin or delay the Closing, other than, for the avoidance of doubt, the merger control proceedings referred to in Clause 7.1.

11.2.1     As at Closing, each Seller is the sole owner of the Shares sold by it under this Agreement.

As at Closing, the Closing Intra-Group Payables and the Rövekamp Agreement will be the sole financial entitlements of Sellers and Mr Rövekamp against the Group Companies and are exclusively owned by Seller 1 or Mr Rövekamp as shown in Schedule 3.1 and are free of encumbrances and other third party rights or

pending transfers or other dispositions. The Sellers and Mr Rövekamp do not assume any liability with respect to the recoverability (Werthaltigkeit) of the Closing Intra-Group Payables or of any claims in connection with the Closing Intra-Group Payables including claims for the payment of interest thereon.

11.6.1    The Sellers have delivered to the Purchaser

Between the Accounts Date and the date of this Agreement each Group Company has carried on its business as a going concern in the ordinary course of business.

Except as disclosed in Schedule 11.8, the Group Companies have title to, and/or lawful possession (rechtmäßiger Besitz) of, all fixed assets (Anlagevermögen) (other than the shares in the Subsidiaries in respect of which solely the Sellers’ Warranties in Clause 11.2 shall apply, the Owned Real Property in respect of which solely the Sellers’ Warranties in Clause 11.9 shall apply and the Intellectual Property in respect of which solely the Sellers’ Warranties in Clause 11.11 shall apply) which are material to the Business and either included in the audited individual annual accounts of the Group Companies as per the Accounts Date or acquired by the Group Companies since the Accounts Date except for such assets which have been disposed of in the ordinary course of business. Fixed assets shall be considered material to the Business only if any impediment to, or impossibility of, its use by the Group Companies would have a material adverse effect on the Business of the Group taken as a whole.

or other disposition or any sale, contribution or other contractual arrangement creating an obligation to transfer or to create, change or abolish any encumbrances.

None of the Group Companies is involved as plaintiff or defendant in any pending court or administrative proceedings, including arbitration proceedings, having a litigation value (Streitwert) in excess of EUR 100,000 in the individual case and, to Seller's Knowledge, no such proceedings have been threatened.

Except as disclosed in Schedule 11.16, to Sellers’ Knowledge, each Group Company is in material compliance with (i) all material laws, as well as any laws relating to anti-bribery, money laundering or corrupt practices applicable in any jurisdiction in which the Group Companies conduct the Business and (ii) any applicable export, embargo and sanctions laws and regulations. To Sellers’ Knowledge, no written notice (which has not been resolved or formally withdrawn) has been received by any Group Company or Seller from any governmental authority or third party alleging that any Group Company is not in material compliance with any law or regulation applicable to the Business.

Except as disclosed in Schedule 11.17, to Sellers’ Knowledge, the Group Companies are appropriately insured against all relevant risks, against and for such amounts for which a prudent businessman, who is active in the same sector as the Group Companies, would usually be insured, including, but without limitation, business interruption and product liability insurance. To Sellers’ Knowledge, the relevant insurance agreements are in full force and effect, have not been terminated or threatened to be terminated and will remain in force irrespective of the consummation of the transactions contemplated by this Agreement.

To Sellers’ Knowledge, all products and services currently designed, manufactured, sold or distributed are in compliance with all material applicable regulations, safety standards, technical norms applicable in the countries that are directly supplied by the Group Companies.

Except as set forth in Schedule 11.19, from the Accounts Date until the date hereof, no Group Company has performed any of the measures listed in Clauses 8.1.1 and 8.1.2, in each case unless provided for, permitted or disclosed elsewhere in this Agreement.

Subject to mandatory law, in particular § 123 or § 276 para. 3 of the German Civil Code (BGB), and except as otherwise expressly provided in this Agreement,

Where a Sellers’ Warranty is restricted to “Sellers’ Knowledge”, Sellers’ Knowledge shall mean the actual positive knowledge of any Seller or of the individuals set out against each of the Sellers’ names in Schedule 12.2.

damage, consequential losses or lost profit, revenue or opportunity exceeds the reasonably foreseeable losses covered by the purpose of the breached obligation of Sellers (den angemessenerweise vorhersehbaren und vom Schutzzweck der verletzten vertraglichen Verpflichtung umfassten Schaden übersteigen), (iii) frustrated expenses (vergebliche Aufwendungen) within the meaning of § 284 German Civil Code (BGB) or (iv) internal costs. Any liability due to a recalculation (Neuberechnung) of the Purchase Prices upon a Breach is explicitly excluded.

12.4.1    Changes in Legislation

The Sellers shall not be liable under or in connection with this Agreement to the extent that such liability would not have occurred but for the passing of, or change in, any law, statute, ordinance, rule, regulation, or administrative practice of any governmental or regulatory body (including any changes in case-law except for singular rulings of instance courts (Instanzgerichte) and increase in the rates of Taxes) after the date of this Agreement.

The Sellers shall not be liable under or in connection with this Agreement in respect of any damage or loss resulting from, or increased by,

12.4.4    Purchaser’s Knowledge

The Sellers shall not be liable under or in connection with this Agreement in respect of a claim if the Purchaser, any of the Purchaser’s direct or indirect shareholders, or any director, officer, employee, agent, advisor or other representative of the Purchaser or of any of the Purchaser’s direct or indirect

shareholders who has been involved in the negotiation or preparation of this Agreement (including without limitation the due diligence performed in relation to the Group and its Business), has on the date of this Agreement knowledge of the underlying facts constituting a Breach. In particular without limitation, the following facts shall be deemed known by the Purchaser on the date of this Agreement:

(i)    all matters disclosed, contained or referred to in this Agreement;

Unterföhring), 18 June 2015 (meeting in UK, IFSEC), 8 July 2014 (visit office Unterföhring); and

"Fairly Disclosed" shall mean the disclosure of facts or circumstances in a manner to allow a diligent buyer of the Group being an industrial purchaser with experience in the line of the business of the Group to reasonably assess the nature and significance of the relevant matter.

The Sellers shall not be liable under or in connection with this Agreement in respect of any claim to the extent that

12.4.6    Offsetting Benefits

The Sellers shall not be liable under or in connection with this Agreement in respect of any claim to the extent of any existing or reasonably certain and quantifiable future offsetting benefits, savings or other quantifiable financial advantages accruing or attributable to the Purchaser or a Group Company on account of the matters or circumstances giving rise to such claim, including any Tax Benefits.

The Sellers shall not be liable under or in connection with this Agreement in respect of any claim to the extent that the matter giving rise to such claim has been taken into account in the Annual Accounts by way of a specific liability, reserve or accrual.

The Purchaser shall not be entitled to recover from the Sellers more than once in respect of the same damage suffered. In particular, without limitation, the foregoing shall apply where one and the same set of facts (Sachverhalt) qualifies under more than one provision entitling the Purchaser to a claim or remedy under or in connection with this Agreement. In this case, only the more specific provision shall apply.

If and to the extent that

the amount of such excess, unnecessary allowance, provision or reserve, receipt, understatement or overstatement shall be credited against and applied in relieving the Sellers from any liability they would otherwise incur in respect of any claim under or in connection with this Agreement to which the excess, unnecessary allowance, provision or reserve, receipt, understatement or overstatement specifically relates. Each Seller shall be entitled such credit pro rata in proportion to its total shareholding in the Target Company as set out in column D. of Schedule (A).

(i)    the relevant single claim exceeds an amount of EUR 25,000, and

(ii)    the aggregate amount of all such claims exceeds an amount of EUR 250,000.

If the threshold pursuant to Clause  12.5.1(i) is exceeded, the entire amount shall be taken into account. If the threshold pursuant to Clause 12.5.1(ii) is exceeded, only the exceeding amount shall be taken into account; if the threshold pursuant to Clause 12.5.1(ii) is exceeded, the amount of EUR 250,000 shall be allocated to each of the Sellers as a deduction amount at the discretion of Seller 1. The limitation of liability pursuant to Clause 12.5.1(ii) does not apply to Clause 11.19.

The claims of the Purchaser under this Agreement shall become time-barred as follows:

Sec. 203 of the German Civil Code (BGB) shall not apply unless the Parties expressly agree in writing that the expiry period shall be suspended (gehemmt) because of pending settlement negotiations.

The Purchaser shall give Notice to the relevant Sellers of any Breach within the time period defined in Clause 12.7.2. Such Notice shall, to the extent that this is known to the Purchaser, specify in reasonable detail for each individual Breach the underlying facts constituting the Breach, the legal basis for a potential claim and the amount or estimated amount of the damages suffered by the Purchaser as result of the Breach. To the extent and as soon as available to the Purchaser or its Affiliates, Sellers shall with or as soon as possible following the Notice be submitted with documents which a reasonable seller would expect in order to be able to assess the merits of any claims in respect of the relevant Breach and the amount or estimated amount of the damages arising from the Breach. The Purchaser’s claims notified in accordance with the 1st sentence are herein referred to as “Notified Claims”.

The Purchaser shall make the notification in accordance with Clause 12.7.1 within one month after it has obtained knowledge of the underlying facts constituting the relevant Breach. This one month period shall be reduced as appropriate if any applicable deadline requires a swifter notification so as to enable the relevant Sellers to effectively exercise its or their rights under this Clause 12.7.

To the extent a Notified Claim is not settled between the Parties, the Purchaser shall submit such Notified Claim for arbitration or decision by a court in accordance with Clause 17.7 within six months after notification of the claim to the Seller.

In connection with any matter or circumstance that may give rise to a claim against any of the Sellers under this Agreement, the Purchaser shall allow, and shall procure that the relevant Group Company allows, the respective Seller or Sellers, and its or their financial, accounting, tax or legal advisers to investigate the matter or circumstance alleged to give rise to a claim and whether and to what extent any amount is payable in respect of such claim. In particular, all material and documents relating to the relevant claim which the Sellers reasonably request shall be disclosed without undue delay (unverzüglich), and all such information and assistance, including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as the respective Seller or Sellers, or any one of them, or its or their financial, accounting, tax or legal advisers may reasonably request shall be given without undue delay (unverzüglich). Each Seller, as an individual obligor, hereby undertakes to keep all such information confidential and to use it only for the purpose of investigating and defending the claim in question. All reasonable expenses of the Purchaser and the relevant Group Company caused by such disclosure or assistance, other than

internal costs such as labour or overhead costs, shall be borne by the Seller or Sellers requesting such disclosure and assistance.

In the event that a claim against the Purchaser or a Group Company is asserted, made, threatened or filed by a third party (including any Tax Authority or other governmental or regulatory body) which results, or which the Purchaser believes to result, from a Breach (a “Third Party Claim”) the following shall apply:

The Sellers guarantee by way of an independent promise of warranty (selbständiges Garantieversprechen) pursuant to § 311 German Civil Code (BGB), and exclusively with the remedies pursuant to this Clause 13.1 which form an integral part and define the scope of this promise of warranty, that except as set forth in Schedule 13.1 the statements set forth in this Clause 13.1 (the “Sellers’ Tax Warranties”) are true and correct as of the date of this Agreement or as of such other date as is expressly stated in the respective Seller’s Tax Warranty.

In case of a breach of the Tax Warranties under this Clause 13.1, the Sellers shall compensate the Purchaser with respect to the following items of damage, if and to the extent triggered by the breach of such Tax Warranties under this Clause 13.1: (i) Verspätungszuschläge within the meaning of Sec. 152 AO and comparable fines/penalties/surcharges of a non-German jurisdiction, (ii) Säumniszuschläge within the meaning of Sec. 240 AO and comparable fines/penalties of a non-German jurisdiction, and (iii) reasonable external costs required to be incurred in connection with the preparation of the tax declaration (Steueranmeldung), advance tax declaration (Steuervoranmeldungen) or tax return (Steuererklärungen) or other declaration in connection with Taxes which would not have arisen if the respective declaration or return had been duly or timely filed in accordance with Clause 13.1.1 of this Agreement. Clauses 13.2.1(iv), 13.2.1(vi) and 13.2.1(vii) as well as Clauses 13.2.3 to 13.2.6(i) shall apply and any damage that is recoverable pursuant to this Clause 13.1 cannot be recovered pursuant to Clause 13.2 (no double dip).

existing and in force as of the date of this Agreement or exercised with the prior consent of the Sellers;

The Sellers shall subject to the limitations pursuant to Clauses 13.2.1(iii) to 13.2.1(vi) be obliged to pay to the Purchaser any amount by which the amount of Tax receivables provided for in the Annual Accounts exceed the amounts actually received in relation to such Tax receivables.

to the extent not already reimbursed to the Sellers pursuant to Clause 13.3.1. The Purchaser shall, and shall procure that the Group Companies will, notify the Sellers in writing without undue delay about a subsequent reduction of Taxes together with all relevant material underlying documents and information. Clause 13.3.4 shall apply accordingly.

Clause 13.4, it is rebuttably assumed (widerlegbar vermutet) that such violation has caused the respective claim under this Clause 13.

For a period of five years after Closing Date, each Seller and its representatives shall have reasonable access at the respective Seller’s expense to the books and records of the Group with respect to periods prior to the Closing Date to the extent that such access may reasonably be required by the respective Seller in connection with matters relating to the operations of the Group Companies prior to Closing. The Purchaser shall afford such access upon receipt of reasonable advance notice and during normal business hours.

If, after Closing,

No press or other public announcement in connection with the existence or the subject matter of this Agreement shall be made or issued by or on behalf of any of the Parties or any of their Affiliates (including the Group Companies) without the prior written approval of the Sellers and the Purchaser. This shall not affect any announcement required by law or any regulatory body or the rules of any recognised stock exchange on which the shares of a Party, any of their Affiliates (including the Group Companies), or HgCapital Trust Plc are listed, but the Purchaser, if it or any of its Affiliates is under an obligation to make an announcement, shall consult with the Sellers, and the Sellers, if it or any of their Affiliates is under an obligation to make an announcement, shall consult with the Purchaser, in each case as soon as reasonably practicable before complying with such an obligation. Notwithstanding the above, any Party shall be allowed to repeat any announcement on which

it had already consulted the respective other Party. It is understood between the Parties that Purchaser will make a filing with the United States Securities and Exchange Commission (the “SEC”) immediately after signing of this Agreement substantially in the form as attached hereto as Schedule 15.1. It is further understood between the Parties that Purchaser will make a filing with the SEC immediately after Closing (the “Closing SEC Filing”). The Closing SEC Filing shall be subject to Sellers’ prior approval which shall not be unreasonably withheld. Purchaser shall provide the Sellers with the draft Closing SEC Filing within a reasonable time prior to Closing but in any event by no later than the day of fulfilment of the Closing Conditions. Any comments Sellers may have or the approval, as the case may be, shall be provided to Purchaser within two Business Days after receipt of the draft Closing SEC Filing.

The Purchaser and the Guarantor acknowledge and agree that neither (i) HgCapital nor any of its Affiliates nor any of the directors, employees, advisors or other representatives of the foregoing nor (ii) Robert W. Baird GmbH nor any of its Affiliates nor any of the directors, employees and advisors of any of the foregoing nor (iii) any of the directors, employees, advisors or other representatives of the Sellers (collectively “Sellers’ Representatives”), shall have any liability or obligation towards the Purchaser or the Guarantor, arising out of, connected with or resulting from the activities or any of the foregoing as advisor to, or any other representative of, the Sellers in connection with the preparation, negotiation and implementation of this Agreement and the transactions contemplated thereby (including but not limited to any information or advice given or supplied by the Sellers’ Representatives) unless expressly agreed otherwise in writing between any of the foregoing representatives of the Sellers and the Purchaser or, as the case may be, the Guarantor.

Purchaser shall give Notice to the Sellers without undue delay and in reasonable detail, if Purchaser becomes aware of any regulatory investigation at any Group Company (the “Investigation”) which could potentially have detrimental effect to the Sellers. Purchaser shall consult with Sellers about the reaction with respect to the Investigation, provided that any breach of this Clause 17.1 shall only lead to a liability of the Sellers, if such breach was grossly negligent (grob fahrlässig) or wilful (vorsätzlich).

All payments to be made under this Agreement shall be made

Account owner:     SimonsVoss Luxco S.à r.l.

Bank: Redacted

SORT/ABA/SWIFT (BIC): Redacted

Account Name: Redacted

IBAN:    Redacted

Each Party shall bear all costs incurred by it in connection with the preparation, negotiation and execution of this Agreement by itself. Unless explicitly set forth otherwise in this Agreement, the notarial fees and all registration, stamp and transfer taxes (including but not limited to German real estate transfer taxes) and duties as well as all fees of merger control authorities that are payable as a result of the transactions contemplated by this Agreement shall be borne by the Purchaser.

Without affecting Sellers’ liability under Clauses 17.4.1 to 17.4.3 in any way, Seller 2 and Mr Rövekamp hereby grant to Seller 1 an unconditional and unlimited power of attorney to co-ordinate their conduct under this Agreement and to act as Sellers’ joint representative in relation to Purchaser with respect to all claims by or against the Purchaser and the exercising of all of Sellers’ rights under or in connection with this Agreement and the servicing of any Notice to the Purchaser.

and

with a courtesy copy to Seller 2

and

and

with a courtesy copy to

17.6.2    A Notice shall be effective upon receipt (Zugang) which shall be deemed to have occurred

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

The Purchaser shall not, in whole or in part, dispose (verfügen) of any claims (including future or contingent claims)arising from or in connection with this Agreement by way of assignment, encumbrance or otherwise without the prior written Notice from the Sellers consenting to such disposal, such Notice not to be unreasonably withheld. This shall in particular, without limitation, apply to any disposal by way of a split-off in the meaning of § 123 Reorganisation Act (UmwG) unless the Purchaser’s claims arising from and in connection with this Agreement are by way of such split-off transferred together with all or substantially all other assets of the Purchaser to one and the same receiving entity. The transfer restrictions pursuant to this Clause 17.8 shall not apply in the event of (i) an assignment to a Purchaser Affiliate, provided that it is ensured with in rem effect (mit dinglicher Wirkung) by written agreement between the Purchaser and the relevant Purchaser Affiliate that in case of a termination of the affiliation (which shall be notified to the Sellers without undue delay) the claims will automatically re-transfer to the Purchaser without any encumbrance, or (ii) an assignment to a financing bank for the purpose of securing the financing of the transactions contemplated by this Agreement, or (iii) an assignment to the insurer of the W&I insurance policy taken out in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, any disposal of claims with or without the Sellers consent shall not affect any of the limitations of the liability under this Agreement in particular under Clause 12.

Should any provision of this Agreement be or held to be wholly or partly invalid, ineffective or unenforceable, this shall not affect the validity, effectiveness or enforceability of the remaining provisions. Any such invalid, ineffective or unenforceable provision shall, to the extent permitted by law, be deemed replaced by such valid, effective and enforceable provision as comes closest to the economic intent and purpose of such invalid, ineffective or unenforceable provision. The aforesaid shall apply mutatis mutandis to any unintended omission in this Agreement.

This Agreement constitutes the entire agreement among and between the Parties with respect to the subject matter hereof and shall replace any negotiations and understandings, oral or written, heretofore made between the Parties or any of them with respect to the subject matter hereof. Side agreements to this Agreement do not exist.

“Accounts Date” means 31 December 2014.

“Affiliates” means affiliated companies (verbundene Unternehmen) in the meaning of § 15 et seq. German Stock Corporation Act (Aktiengesetz), provided that, unless otherwise expressly provided, for the purpose of this Agreement, the Group Companies shall neither be deemed to be Seller’s Affiliates nor Purchaser’s Affiliates.

“Agreement” means this Share Purchase Agreement.

“Amendment Finance Agreement” has the meaning set out in Clause 8.1.2(x).

“Ancillary Facility” has the meaning set out in Clause 4.1.2.

“Annual Accounts” has the meaning set out in Clause 11.6.1(ii).

“Annual Budget” means the budget of the Group with respect to the financial year 2015 (1 January 2015 through 31 December 2015) as disclosed under # 12.4.2 of the Data Room.

“ArbEG” has the meaning set out in Clause 11.11.5(iv).

“Bank Repayment Amount” has the meaning set out in Clause 4.2.

“Beneficiaries” has the meaning set out in Clause 14.2

“Breach” has the meaning set out in Clause 12.1(ii).

“Business” has the meaning set out in Recital (C) of this Agreement.

“Business Day” means a day on which banks are generally open for business in Munich, Germany and in Carmel, Indiana, USA.

“Cash Compensation Amount” has the meaning set out in Clause 5.3.

“CET” means Central European Time.

“Closing” means the consummation of the transactions agreed in this Agreement, in particular the consummation of the transfer of the Shares and the Closing Intra-Group Payables.

“Closing Actions” has the meaning set out in Clause 10.2.

“Closing Conditions” has the meaning set out in Clause 7.1.

“Closing Date” means the day on which Closing occurs.

“Closing Intra-Group Payables” has the meaning set out in Clause 3.1.

“Closing Intra-Group Payables Purchase Prices” has the meaning set out in Clause 5.2.

“Closing SEC Filing” has the meaning set out in Clause 15.1.

“Data Room” has the meaning set out in Clause 12.4.4(ii).

“Environmental Permit” means any licence, approval, authorisation, permission, agreement or exemption granted under any legal provision or other governmental regulation for the protection of the environment applicable at the date of this Agreement in the form as applied by the respective competent authority.

“Escrow Agreement” has the meaning set out in Clause 5.5.

“Escrow Amount” has the meaning set out in Clause 10.2.2.

“Euro”, “euro”, “EUR” and “€” each means the lawful currency of such sovereigns which as members of the European Union belong to the monetary union pursuant to the “Treaty of Lisbon amending the Treaty on European Union and the Treaty establishing the European Community” dated 13 December 2007 (OJ 2007/C 306/01) at such point in time as relevant pursuant to this Agreement.

“Facilities Agreement” has the meaning set out in Clause 4.1.1.

“Fairly Disclosed” has the meaning set out in Clause 12.4.4.

“Finance Agreements” has the meaning set out in Clause 4.1.4.

“Finance Parties” has the meaning set out in Clause 4.1.1.

“Financial Fact Book” means the Project Smart - Volume I: Financial Fact Book (Final Draft), dated 1 May 2015, prepared by Deloitte & Touche GmbH.

“Group” has the meaning set out in Recital (B) of this Agreement.

“Group Companies’ Security” has the meaning set out in Clause 8.2.4.

“Group Company” or “Group Companies” have the meaning set out in Recital (B) of this Agreement.

“Hedging Agreements” has the meaning set out in Clause 4.1.3.

“Intellectual Property Rights” has the meaning set out in Clause 11.11.1.

“Investigation” has the meaning set out in Clause 17.1.

“Leakage” has the meaning set out in Clause 6.2.1.

“Leased Real Property” has the meaning set out in Clause 11.10.1.

“Licensed Intellectual Property Right” has the meaning set out in Clause 11.11.3.

“Loan Agreement” has the meaning set out in Clause 8.1.2(x);

“Longstop Date” has the meaning set out in Clause 9.1.1.

“Management Presentation” means the_Management Presentation dated 4 May 2015, uploaded to the Data Room under VDR # 20.4, prepared by the management of the Target Company.

“Material Agreements” has the meaning set out in Clause 11.12.1.

“Mr Rövekamp” has the meaning set out in the parties section on page 1 of this Agreement.

“Notice” has the meaning set out in Clause 17.6.1.

“Notified Claims” has the meaning set out in Clause 12.7.1.

“Owned Intellectual Property Rights” has the meaning set out in Clause 11.11.1.

“Owned Real Property” has the meaning set out in Clause 11.9.1.

“Party” or “Parties” have the meaning set out in the parties section on page 1 of this Agreement.

“Permitted Leakage” has the meaning set out in Clause 6.2.2.

“Purchase Prices” has the meaning set out in Clause 5.4.1.

“Purchaser” has the meaning set out in the parties section on page 1 of this Agreement.

“Release Letter” has the meaning set out in Clause 8.2.1.

“Relevant Tax Return” and “Relevant Tax Returns” have the meaning set out in Clause 13.4.1.

“Rövekamp Agreement” has the meaning set out in Clause 6.2.1(v).

“Rövekamp Warranties” has the meaning set out in Clause 11.

“SEC” has the meaning set out in Clause 15.1.

“Security Agreements” has the meaning set out in Clause 4.1.4.

“Seller 1”, “Seller 2”, “Seller” and “Sellers” have the meaning set out in the parties section on page 1 of this Agreement.

“Sellers’ Knowledge” has the meaning set out in Clause 12.2.

“Sellers’ Warranties” has the meaning set out in Clause 11.

“Seller-Related Person” has the meaning set out in Clause 6.2.3.

“Sellers’ Representatives” has the meaning set out in Clause 16.

“Sellers’ Security” has the meaning set out in Clause 8.2.2.

“Sellers’ Tax Warranties” has the meaning set out in Clause 13.1.

“Senior Employees” have the meaning set out in Clause 11.13.1.

“Share Purchase Prices” has the meaning set out in Clause 5.1.

“Shares” has the meaning set out in Recital (A) of this Agreement.

“Specific Tax Indemnification Claim” has the meaning set out in Clause 13.2.2.

“Subsidiaries” has the meaning set out in the Recital (B) of this Agreement.

“Target Company” has the meaning set out in Recital (A) of this Agreement.

“Tax” or “Taxes” means all taxes and tax-related ancillary obligations (steuerliche Nebenleistungen) within the meaning of § 3 para. 1 and 4 of the German Tax Code (Abgabenordnung) or any corresponding foreign taxes or any tax related ancillary obligations (for the avoidance of doubt, including withholding taxes), in each case including secondary liabilities for such amounts and together with any penalties, fines, interest, surcharges or additions hereto but excluding for the avoidance of doubt deferred taxes.

“Tax Audits” has the meaning set out in Clause 13.4.2.

“Tax Authority” means any taxing or other authority competent to impose any liability in respect of Tax or responsible for the administration or collection of Tax or enforcement of any law in relation to Tax.

“Tax Benefit” means any reduction or credit in respect of any Tax.

“Tax Fact Book” means the Project Smart - Volume II: Final Draft Tax Fact Book, dated 10 June 2015, prepared by Deloitte & Touche GmbH.

“Tax Indemnification Claim” has the meaning set out in Clause 13.2.1.

“Tax Measures” has the meaning set out in Clause 13.4.2.

“Tax Refund” shall mean any received or realised refund of Taxes by the Group Companies concerning periods until and including the Accounts Date plus interest from the Tax Authorities received. A Tax Refund shall also be deemed to have occurred, if and to the extent that the aggregate amount of all Tax liabilities (Steuerverbindlichkeit), Tax accruals (Steuerrückstellung) or other accruals (sonstige Rückstellung) for potential Tax liabilities shown in the Annual Accounts are overstated in relation to Taxes actually incurred until and including the Accounts Date.

“Tax Authority” means any taxing or other authority competent to impose any liability in respect of Tax or responsible for the administration or collection of Tax or enforcement of any law in relation to Tax.

“Third Party Claim” has the meaning set out in Clause 12.7.5.

“Trustee” has the meaning set out in Clause 5.5.

“writing” or “Writing” includes communication made by mail, facsimile or email, except where a stricter form (e.g. notarisation) is required under applicable law or where otherwise provided in this Agreement.