Share Purchase Agreement between Konecranes and Columbus McKinnon dated 30 November 2016 regarding the sale and purchase of STAHL CraneSystems 1 TABLE OF CONTENTS

    

This share purchase agreement (the "Agreement") is entered into on this 30 November 2016 (the "Signing Date") by and between

each of Seller 1 to Seller 8 is herein referred to as a "Seller" and together the "Sellers", and

Sellers as well as Purchaser and Purchaser's Guarantor are together referred to herein as the "Parties" or each of them individually a "Party".

NOW, THEREFORE, the Parties agree as follows:

The shares in the STAHL CS Companies are held as follows:

Seller 8 has already started the preparations for transferring all of the Chinese Shares to STAHL CS Germany (the "Chinese Intra-Group Transfer") for a purchase price of EUR 1 (in words: Euro one), such Chinese Intra-Group Transfer to be completed prior to the Closing Date.

The German Shares, the Portuguese Shares, the French Shares, the Spanish Shares, the UK Shares, the US Shares, the Indian Shares and the Singapore Shares are herein together referred to as the "Sold Shares". STAHL CS Portugal, STAHL CS France, STAHL CS Spain, STAHL CS UK, STAHL CS US, STAHL CS India, STAHL CS Singapore, STAHL CS China and STAHL CS UAE are herein referred to as the "STAHL CS Affiliates".

Details of the share capital and the shares issued by the STAHL CS Companies are set forth in Exhibit 1.1.

With economic effect (mit wirtschaftlicher Wirkung) as of 1 January 2017, 00.00 hours CET, the Sold Shares are hereby sold to Purchaser as follows:

and Purchaser hereby accepts such sale of the Sold Shares.

On the Scheduled Closing Date (as defined in Section 4.1 below) the Sold Shares shall be transferred by the respective Sellers on the basis of the following documents (together the "Share Transfer Agreements"):

The Purchaser

provided that the Parties shall remain the sole parties to and the only beneficiaries of this Agreement.

In case any of the transfers referred to above requires additional formalities in the respective local jurisdiction (such as registration), the Parties shall procure that such formalities be taken on the Scheduled Closing Date (as defined in Section 4.1 below) or, if not feasible, as soon as reasonably possible thereafter, and the Parties shall treat each other economically as if the transfer had become effective on the Closing Date (as defined in Section 4.1 below).

Except as expressly stated in any of the Share Transfer Agreements or required by mandatory law, all rights of any Party in relation to the Sold Shares (including, in particular, any rights for breach of warranties or covenants) shall be exclusively governed by this Agreement and

the Parties hereby waive all statutory rights which they may otherwise have under any law governing the respective Share Transfer Agreement.

The Purchase Price and the Estimated Purchase Price (as defined in Section 2.4(b) below) shall carry interest (the "Purchase Price Interest") at a rate of 8% p.a. from (and including) 1 January 2017 until (and including) the day of payment as per Section 2.4 below.

The Purchase Price Interest shall be calculated on the basis of actual days elapsed divided by 360.

For the purpose of this Agreement, and in each case with respect to the STAHL CS Companies calculated on a consolidated basis as of the Effective Date:

i.e., for the avoidance of doubt, the Earn-Out Amount will be earned proportionally at a rate of EUR 3.16 for every EUR 1 of STAHL CS 2016 EBITDA which exceeds EUR 27,500,000 (in words: Euro twenty seven million five hundred thousand), up to a maximum Earn-Out Amount of EUR 6,000,000 (in words: Euro six million).

It is hereby clarified that Purchaser shall not be concerned with, nor have any liability whatsoever with respect to any failure by the Seller 1 to apportion the Final Purchase Price or the Estimated Purchase Price, as the case may be, among the Sellers in accordance with the Purchase Price Allocation. For the avoidance of doubt, any and all obligations of the Purchaser with respect to the payment of the Final Purchase Price or the Estimated Purchase Price, as the case may be, are fully satisfied, complied with and settled and the Purchaser shall be fully discharged from any obligation in this regard upon crediting of the Final Purchase Price or the Estimated Purchase Price, as the case may be, to the Sellers' Bank Account.

The Shortfall shall, as between Sellers, be allocated in accordance with the Purchase Price Allocation and to the extent that in accordance with such allocation the Shortfall has been paid by Seller 1 on behalf of any of the other Sellers, Seller 1 shall be reimbursed accordingly by such Sellers.

The Effective Date Accounts shall be prepared in accordance with the principles used in the preparation of the consolidated pro forma accounts of the STAHL CS Companies as of 30 June 2016, which are attached hereto as Exhibit 3.2 (the "Reference Financial Statements") and which have been verified by E&Y in accordance with the Agreed-Upon Procedures. Notwithstanding the above, the specific principles and methodology set forth in the Konecranes Accounting Manual referred to in the Reference Financial Statements shall apply.

For the avoidance of doubt, the audited statutory annual accounts of STAHL CS Germany as of the Effective Date shall be prepared in accordance with the German Generally Accepted Accounting Principles.

If Purchaser believes that the Effective Date Accounts have not been prepared in accordance with the principles set forth in Section 3.2 above or Seller 1's calculation of any item or amount contained in the Certificate (in each case, as delivered by Seller 1 pursuant to Section 3.1) does not comply with Sections 2.2 and 3.2 above, Purchaser may, within 45 Business Days after delivery of the documents referred to in Section 3.1 above, notify Seller 1 thereof in writing, setting forth all relevant items, amounts and calculations contained or reflected in the Effective Date Accounts and the Certificate (as delivered by Seller 1) as to which Purchaser disagrees and the adjustments thereto which Purchaser believes should be made. Any such notice of disagreement shall specify, in reasonable detail, the reasons for Purchaser's disagreement in respect of each such item, amount or calculation, supported by reasonable evidence (to the extent available to Purchaser). Purchaser shall be deemed to have agreed to all other items, amounts and calculations contained in the Effective Date Accounts and the Certificate delivered by Seller 1 pursuant to Section 3.1 above and such other items, amounts and calculations shall become final and binding on the Parties.

The (final) Cash, Financial Debt, Working Capital, Earn-Out Amount as well as the Final Purchase Price shall be (i) those amounts as shown in the Certificate delivered by Seller 1 pursuant to Section 3.1, if and to the extent that no notice of disagreement is duly delivered within the period of 45 Business Days pursuant to Section 3.3, or (ii) otherwise those amounts as agreed by Purchaser and Seller 1 or, in the absence of such agreement, as determined by the Accounting Firm pursuant to Section 3.4.

The consummation of the transactions contemplated by this Agreement as set forth in Section 4.4 below (the "Closing") shall take place at the offices of DLA Piper UK LLP in Hamburg, Germany, and any other place as the Parties may mutually agree upon, at 9:00 a.m. CET on the last Business Day of the month in which the Closing Conditions (as defined in Section 4.2(a) below) are met (the "Scheduled Closing Date"), but not earlier than 31 January 2017. If the Closing Conditions are met on a day later than on the sixth Business Day prior to the last Business Day of a month, the Scheduled Closing Date shall be, and the Closing shall take place on, the last Business Day of the following month, or at any other time or place as the Parties may mutually agree upon, provided that, if the Closing Conditions are met on a day later than on the sixth Business Day prior to 31 March 2017 and no later than on the second Business Day prior to 30 April 2017, then the Scheduled Closing Date shall be the last Business Day prior to 30 April 2017. The date on which the Closing is completed is referred to herein as the "Closing Date".

to the Submission. Each Party shall agree to enter into any amendment to this Agreement which is proposed or requested by the European Commission in connection with the approval applied for with the Submission. With respect to the Closing Conditions set forth in Section 4.2(a)(i), if the European Commission does not grant its approval pursuant to Section 4.2(a)(i), none of the Parties shall be under an obligation to contest such decision.

On the Scheduled Closing Date, the Parties shall take, or cause to be taken, the following actions (herein "Closing Events"), which shall be taken simultaneously (Zug um Zug):

Following completion of the Closing Events, Sellers and Purchaser shall execute a closing protocol evidencing that the Closing has occurred in a proper manner.

Each Seller hereby represents and warrants to Purchaser in the form of independent undertakings (Sec. 311 (1) of the German Civil Code – BGB) that the statements set forth in this Section 5 are true and correct as of the Signing Date, except that (i) representations which are expressly made as of any specific dates shall be true and correct only as of such dates (i.e. a representation expressly made as of the Singing Date and the Closing Date, shall be true and correct as of the Signing Date and the Closing Date) and (ii) being understood that representations which are subject to Sellers' Knowledge (as defined below) shall be true and correct only as of the Signing Date (the "Warranties", each a "Warranty"). Each Seller (other than the Sellers' Guarantor, which (i) represents matters described in Section 5 with respect to (x) itself, the Sold Shares held by itself and the STAHL CS Company owned by it, as well as (y) all other Sellers, the Sold Shares held by the other Sellers and the STAHL CS Companies owned by the other Sellers and (ii) shall be liable in accordance with Section 12.5) represents matters described in Section 5 solely with respect to itself, the Sold Shares held by itself and the STAHL CS Company owned by the respective Seller. The scope and content of each Warranty of Sellers contained in this Section 5 as well as Sellers' liability arising thereunder shall be exclusively defined by the provisions of this Agreement (in particular Section 8 below and the limitations on Purchaser's rights and remedies set forth therein), which shall be an integral part of the respective Warranties, and no Warranty of Seller shall be construed as a guarantee (Garantie für die Beschaffenheit oder Haltbarkeit der Sache) within the meaning of Secs. 443 and 444 of the German Civil Code (BGB). None of the Warranties contained in this Section 5 shall apply with respect to any Tax matters as to which exclusively the provisions contained in Section 9 shall apply.

For the purpose of this Section 5 and any other provisions contained in this Agreement,

The Reference Financial Statements (as verified by E&Y in accordance with the Agreed-Upon Procedures and delivered to Purchaser prior to the Signing Date) have been prepared, based on the facts known by the management of the STAHL CS Companies as of the date of preparation (Zeitpunkt der Aufstellung) and excluding any events subsequent to the date of preparation (ohne Berücksichtigung wertaufhellender Tatsachen) as they have been consolidated in the consolidated Konecranes group financial statements prepared in accordance with International Financial Reporting Standards (IFRS), and such consolidation has been made on a basis consistent with those standards used in the preparation of the relevant pro forma financial statements as of 31 December 2015 (unless otherwise disclosed in the notes to the Reference Financial Statements) and in accordance with the specific principles and methodology set forth in the Konecranes Accounting Manual referred to in the Reference Financial Statements.

"Intellectual Property" for purposes of this clause 5.6(f) means any and all intellectual property rights and similar rights, regardless of whether registered in a public register or whether registrable, as well as - where appropriate - any applications with respect to such rights, including, without limitation, patents, trade-marks, utility models, trade secrets, design patents, domain names and copyrights.

Except as disclosed in the Exhibit 5.8, as of the Signing Date, no lawsuit or other proceeding is pending against any STAHL CS Company (as defendant) before any state court, arbitrator or governmental authority involving an amount in excess of EUR 100,000 (excluding costs and fees) and no such lawsuit or proceeding has been threatened against any STAHL CS Company in writing.

Exhibit 5.11 contains a true and complete list of all material insurance policies relating to the assets, business or operations of the STAHL CS Companies, indicating any policies which will terminate as a result of the consummation of the transactions contemplated by this Agreement. All policies listed in Exhibit 5.11 are, as of the date hereof, valid and in full force and all premiums due thereunder have been duly paid. To Sellers' Knowledge there are no circumstances due to which any such insurance policy might be invalid or challengeable (anfechtbar).

Except as disclosed in Exhibit 5.12, to Sellers' Knowledge, since 1 January 2014

No STAHL CS Company has any obligation or liability to pay any fee or commission to any broker, finder or agent with respect to this Agreement and the consummation of the transactions contemplated hereby.

Except for any transactions contemplated by or any facts or events disclosed in Exhibit 5.14 or disclosed in any other Exhibit to this Agreement, in the period between 30 June 2016 and the Signing Date, (i) the business of the STAHL CS Companies has been carried out in the ordinary course and in accordance with past practice (it being understood that the Sellers shall not be liable for a breach of this item (i), if and to the extent the respective Seller could not have had knowledge of the respective transaction or event outside of the ordinary course, as a direct consequence of the hold separate obligations under the Commitments) and, (ii) in particular, there has not been:

workers' council or similar body of employee representatives, other than under existing reorganization or social plans disclosed in this Agreement;

Other than and subject to any warranties contained in this Agreement (including the Warranties), the Purchaser agrees to accept the Sold Shares and the STAHL CS Companies in the condition they are in on the Closing Date, based upon its own inspection, examination and determination with respect thereto (including the comprehensive due diligence investigation conducted by Purchaser), without reliance upon any express or implied representations, warranties or information of any nature made or provided by any of Sellers or any employee, advisor, agent or other representative of any Seller. Purchaser acknowledges that any of Sellers do not assume any disclosure or similar obligations in connection with the transactions contemplated hereby beyond the Warranties expressly contained in this Agreement, and that, only if and to the extent a Warranty has been expressly qualified by Sellers' Knowledge, only the knowledge of the persons referred to in Section 5(a) shall be attributable to any of Sellers in connection with such Warranty.

Purchaser and Purchaser's Guarantor hereby represent and warrant to Sellers as follows, in each case as of the Closing Date, except that representations which are expressly made as of any specific dates shall be true and correct only as of such dates and it being understood that representations which are subject to Purchaser's knowledge shall be true and correct only as of the Signing Date:

Purchaser does not have any obligation or liability to pay any fees or commissions to any broker, finder or agent with respect to any of the transactions contemplated by this Agreement for which any Seller or, if this Agreement is terminated, any of the STAHL CS Companies could become liable.

Purchaser and Purchaser's Guarantor, together or individually, have sufficient immediately available funds or binding and unconditional financing commitments, which are subject to no other conditions than the Closing Conditions, to make all payments required to be made by any of them under this Agreement. True and complete copies of all such financing commitments have been delivered to Seller 1 prior to the Signing Date.

Purchaser is purchasing the Sold Shares for investment for its own account (or the Designated Transferees' account, as the case may be) and not with a current view to any sale or distribution thereof.

In the period between the Signing Date and the Closing Date, Sellers shall, subject to any limitations resulting from the Commitments or suggestions in writing or by email from the Monitoring Trustee, grant Purchaser and its representatives, upon reasonable advance notice and during normal business hours, access to the books and records and the management (Geschäftsführung) of the STAHL CS Companies, to the extent needed by Purchaser in order to consummate the transaction contemplated hereby (including to obtain any financing in accordance with the terms of the financing commitments referred to in Section 6.3, as disclosed to Sellers prior to the Signing Date) provided that such access would, in Seller 1's reasonable opinion, (i) not result in the breach of any confidentiality obligation, (ii) not materially interfere with the conduct of the STAHL CS Business and (iii) not violate competition law.

In the period between the Signing Date and the Closing Date, Sellers shall procure that the following measures in relation to the separation of parts of the STAHL CS Business from Sellers' Group ("Carve-Out"), shall be taken:

In the event that Closing occurs although the Profit and Loss Transfer Agreement has not been validly terminated with effect as of the Effective Date, the Parties shall internally (im Innenverhältnis) treat each other as if the Profit and Loss Transfer Agreement had been terminated with effect as of the Effective Date.

Sellers shall procure that, on the Scheduled Closing Date at the latest, the following agreements between the STAHL CS Companies and members of Sellers' Group are terminated, amended or entered into, as the case may be:

On the Scheduled Closing Date, Sellers shall deliver to Purchaser the resignations, effective prior to or on the Closing Date, of certain board members of the STAHL CS Companies who act as representatives of Sellers on such boards, as listed in Exhibit 7.6.

For a period of three years after the Closing Date, Sellers shall procure that the other members of Sellers' Group (for so long as they are controlled by Konecranes) will not, actively solicit for employment of any Key Employee, provided, however, that this covenant shall not apply with respect to any person who (i) has been given notice of termination of his or her employment by the STAHL CS Company, (ii) has given notice of termination of, or agreed with the relevant STAHL CS Company to terminate, his employment prior to the commencement of employment discussions with any entity of Sellers' Group, or (iii) seeks employment with any entity of Sellers' Group as a result of general advertising or a referral by a third party agency (without direction by Sellers' Group to solicit such employee) or otherwise upon his own initiative without any inducement by any Seller or any other member of Sellers' Group.

Purchaser is aware that the insurance coverage provided to the STAHL CS Business under group insurance policies of Sellers or members of Sellers' Group ceases with effect as of the Closing Date. Purchaser shall procure that the STAHL CS Companies obtain insurance coverage for the STAHL CS Business effective from the Closing Date. Such coverage shall be commensurate to the insurance coverage existing for the STAHL CS Business until the Closing Date. The new insurance coverage shall also include D&O insurance with coverage comparable to the D&O insurance coverage in place for the STAHL CS Business immediately prior to the date hereof, for risks relating to a period of five years prior to the Closing Date.

After the Closing Date, Purchaser shall

prior to transferring, discarding or destroying any books or records of the STAHL CS Companies relating to any matter as to which Seller 1 has requested access in accordance with the above or which may be relevant with respect to any indemnity obligation of Seller 1 under this Agreement (in particular any Tax matter relating to any period prior to the Closing Date), and, if Seller 1 so requests, Purchaser shall deliver, or cause the STAHL CS Companies to deliver, such books or records to Seller 1.

Each Seller herewith confirms and guarantees that for purposes of Section 5(a) Juha Vanhanen and Kari Utriainen have duly inquired with Dr. Thomas Peukert and Werner Wagner not earlier than two Business Days prior to the Signing Date.

The Parties shall reasonably cooperate in order to take, or cause to be taken, any other actions necessary under any applicable law or regulation to consummate the transactions contemplated by this Agreement.

Sellers shall not be liable to Purchaser for any Loss, if and to the extent such Loss or the relevant matter giving rise thereto is reflected as a specific write-off, value adjustment, liability or provision in (i) the Reference Financial Statements or (ii) in the Effective Date Accounts and has actually reduced the Final Purchase Price.

For the avoidance of doubt, the underlying facts of a breach shall not be considered to be fairly disclosed in accordance with this Section 8.3(a), if and to the extent the respective facts and/or the relevant circumstances in connection therewith and/or associated relevant facts have been redacted in the information provided.

advisors' fees) shall be borne by Purchaser. Any costs and expenses incurred by Purchaser in connection with any cooperation or other action in accordance with subparagraph (b) or (c) above shall be borne by Purchaser, except for any Losses to be indemnified by Sellers under this Agreement.

Purchaser shall indemnify and hold harmless

in each case of (a) through (d) above, unless and to the extent Purchaser has a right to claim damages or indemnification from any of the Sellers in respect of such liabilities under the terms of this Agreement, or, in each case of (a) through (e) above, unless and to the extent any such liability is based on willful misconduct. The claims under this Section 8.7 shall become time-barred in accordance with statutory law.

Claims for the increase of employee invention compensation (Arbeitnehmererfindervergütung) have been raised against STAHL CS Germany by the employee Jürgen Weingärtner in relation to the two inventions "Chain sprocket with increased load capacity" underlying inter alia patent family EP 2047141B1 and "Deflecting roller with increased chain utilization" underlying inter alia patent family EP 2047142B1 (the "Weingärtner Claims"). The Weingärtner Claims are based also on the argument that the respective patents are used by Sellers' Group. The Weingärtner Claims are now dealt with before the German Arbitration Board under the Law on Employees' Inventions established at the German Patent and Trademark Office (Schiedsgericht) under file no. Arb. Erf. 57/14 (the "Weingärtner Proceedings"). Seller 7 shall indemnify STAHL CS Germany by way of an agreement for the benefit of third parties from any Loss incurred from the Weingärtner Claims by STAHL CS Germany after the Effective Date (which includes Losses incurred in connection with court proceedings) except for any employee invention compensation owed due to the use of the inventions by STAHL CS Germany, provided that such indemnity is conditional upon fulfillment of the requirements set forth in lit. (a) through (c) below, the fulfillment of which shall be procured and assured by Purchaser initiating the necessary steps (provided that (i) Purchaser shall not be responsible for any cooperation, assistance and exercise of rights by Seller 7 and (ii) Purchaser shall be deemed to have fulfilled its obligations under lit. (b) and (c) below if Seller 7 has been granted the relevant right and has not exercised such right within a period of one month after having been offered such right by, or having requested such right from, Purchaser or STAHL CS Germany):

STAHL CS Germany shall fully cooperate with Seller 7 and, in particular, provide Seller 7 with any information needed by Seller 7 in order to exercise any rights hereunder.

The Parties are aware that in case of a settlement of the Weingärtner Claims it is the intention of Seller 7 to make Mr. Weingärtner waive any claims against Sellers' Group and the STAHL CS Companies.

The Parties agree that this Section 8.8 does not create any obligation for any of the Sellers to provide information to STAHL CS Germany in connection with the Weingärtner Proceedings or any court proceedings related to the Weingärtner Claims.

The above shall apply mutatis mutandis (entsprechend) in case claims for the increase of employee invention compensation (Arbeitnehmererfindervergütung) will be raised against STAHL CS Germany by the co-inventors of Jürgen Weingärtner in relation to the invention "Chain sprocket with increased load capacity".

Purchaser is considering to take out W&I insurance from an insurer in respect of certain claims which Purchaser may potentially have against Sellers under this Agreement (the "W&I Insurance"). For the case that Purchaser decides to take out any such W&I Insurance, the Parties agree on the following:

Each Seller hereby represents and warrants to Purchaser in the form of independent undertakings (Sec. 311 (1) of the German Civil Code – BGB) ("Tax Warranties") that the statements set forth in this Section 9.1 are true and correct for the period between Effective Date and Closing Date.

Sellers shall indemnify Purchaser from any tax ancillary payment in the meaning of Section 3 para 4 German Tax Code (Abgabenordnung) or comparable foreign law (e.g. interest, penalties, late payment fees) and reasonable advisor costs asserted against, incurred or suffered by Purchaser or any STAHL CS Company as a result of a breach of any Tax Warranty. Sellers shall have no other legal remedy in case of breach of any Tax Warranty.

For the purpose of this Agreement, "Tax" means any (i) tax and any tax-related ancillary obligation (steuerliche Nebenleistungen) within the meaning of Sec. 3 of the German Tax Code (Abgabenordnung), (ii) any mandatory social security contribution (Sozialversicherungsbeiträge) or similar contributions of any kind, (iii) tariffs (Zölle), (iv) any secondary liability for any of such tax mentioned under (i) to (iii) and (v) any tax equivalent to (i) to (iv) under the laws of any other jurisdiction and any tax-related ancillary obligation, but in any case excluding for the avoidance of doubt deferred taxes and/or notional taxes.

receivables with Stahl CS Companies. Any claim pursuant to Section 9.2(a) and/or Section 9.2(b) is hereinafter referred to as "Indemnification Claim".

Days after the the relevant Reverse Tax Benefit has been actually been realized by any STAHL CS Company or Purchaser's Group. Any failure by Purchaser to timely pay such amount shall result in Purchaser's immediate default without any reminder by Sellers being requested.

the Taxing Authorities. Purchaser shall not (and shall ensure that the STAHL CS Companies and any member of Purchaser's Group will not) settle, concede, acknowledge, or consent to, any findings of any Tax audit relating to any Pre-Effective Date Tax Period without the prior written consent of Sellers which shall not be unreasonably withheld and is deemed to be granted if not reasonably substantiated rejected in written form within twenty (20) Business Days after receipt of respective request of the Purchaser or respective STAHL CS Company or member of Purchaser's Group, and Purchaser shall withdraw or shall ensure that STAHL CS Companies and members of Purchaser's Group will withdraw any legal remedies on Seller's instructions.

If and to the extent that claims under this Section 9 relate to STAHL CS Germany these claims shall become time-barred six months after the assessment of the relevant Tax has become final and binding and non-appealable (formell und materiell bestandskräftig); if and to the extent that claims under this Section 9 relate to other STAHL CS Companies than STAHL CS Germany these claims shall become time-barred at the earlier of six month after after the assessment of the relevant Tax has become final and binding and non-appealable (formell und materiell bestandskräftig) and the seventh anniversary of the Closing Date provided that Sellers' claims pursuant to Section 9.3 and Section 9.4(e) become time-barred not before three months after Purchaser has informed the relevant Seller in writing about the Tax Refund or Reverse Tax Benefit.

Payments under this Section 9 constitute an adjustment of the Purchase Price.

Unless explicitly stated otherwise in this Agreement, Taxes are exclusively governed by this Section 9.

This Agreement may be terminated (Rücktritt) prior to the Closing by written notice to the respective other Parties (to be given within one month after the termination right has arisen) as follows:

provided that, in case of Sections 10.1(b)(ii) and (iii), the right of termination shall not be available to a Party if

Upon notice of termination in accordance with Section 10.1, all rights and obligations of the Parties hereunder shall terminate without any liability of any Party to the other Party, except that (i) any obligation of any Party for breach of this Agreement prior to the date of termination, (ii) the provisions in this Section 10.2 and Section 12 and the confidentiality agreement, dated 2 September 2016, between Purchaser’s Guarantor and Konecranes Plc("Confidentiality Agreement"), in each case survive and shall remain in full force and effect. The Parties agree that the limitation periods applicable to the confidentiality and non-solicitation provisions under such confidentiality agreement shall run again at full length from the effective date of termination of this Agreement.

Purchaser acknowledges that Sellers are likely not aware of certain confidential issues about the STAHL CS Business due to certain hold separate obligations under the Commitments. Purchaser further agrees that the Monitoring Trustee shall not be considered an agent (Erfüllungsgehilfe) or representative (Vertreter) or in any other manner a knowledge holder (Wissensvertreter) of any of Sellers.

The Parties agree that nothing contained in this Section 11 shall qualify or limit Sellers' obligations and/or liability under any Warranty (unless qualified by Sellers' Knowledge), indemnity, covenant, performance obligation or agreement contained in this Agreement, provided that Sellers shall be relieved from any information obligation vis-à-vis the Purchaser, if and to the extent, the Sellers are not aware of the respective information due to the hold separate obligations under the Commitments.

Unless agreed otherwise, all notices, requests and other communications hereunder shall be made in writing in the English language and delivered by hand or by courier to the person at the address set forth below, or such other person or address as may be designated by the respective Party to the other Party in the same manner.

To all or any of Sellers:

with a copy to:

To Purchaser and/or Purchaser's Guarantor:

with a copy to:

No Party shall make any press release or similar public announcement with respect to this Agreement, and each Party shall keep confidential and not disclose to any third party the contents of this Agreement and any confidential information regarding the other Party disclosed to it in connection with this Agreement or its implementation, except as expressly agreed upon with the other Party and except as may be required in order to comply with the requirements of any applicable laws or the rules and regulations of any stock exchange upon which any securities of the relevant Party or any of its (direct or indirect) shareholders are listed.

Should any provision of this Agreement, or any provision incorporated into this Agreement in the future, be or become invalid or unenforceable, the validity or enforceability of the other provisions of this Agreement shall not be affected thereby. The invalid or unenforceable provision shall be deemed to be substituted by a suitable and equitable provision which, to the extent legally permissible, comes as close as possible to the intent and purpose of the invalid or unenforceable provision. The same shall apply: (i) if the Parties have unintentionally failed to address a certain matter in this Agreement (Regelungslücke); in this case a suitable and equitable provision shall be deemed to have been agreed upon which comes as close as possible to what the Parties, in the light of the intent and purpose of this Agreement, would have agreed upon if they had considered the matter; or (ii) if any provision of this Agreement is invalid because of the scope of any time period or performance stipulated herein; in this case a legally permissible time period or performance shall be deemed to have been agreed which comes as close as possible to the stipulated time period or performance.

The notary has informed the Parties that he does not give advice on foreign (i.e. other than German) corporate law. As a consequence, the notary does not take on responsibility for the effectiveness of the share transfers provided for in Exhibits 1.3 (b) through 1.3 (h).

Mr. Juha Markus Vanhanen

Konecranes Finance Oy

Dr. Christoph Maximillian Cloystermeyer

Konecranes Holding GmbH

Jan Haller

Konecranes Finland Oy

KCI Holding France, S.A.

Konecranes Holding B.V.

KCI Holding UK Limited

KCI Holding USA Inc.

KCI Cranes Holding (Singapore) Pte. Ltd

Dr. Benjamin Parameswaran

Columbus McKinnon Dutch Holding 3 B.V.

Columbus McKinnon Corporation