Dated2016 SALE AND PURCHASE AGREEMENT RELATING TO LION/GLORIA TOPCO LIMITED BETWEEN (1)THE SELLERS (BEING (1) THE LION SELLERS (2) THE MANAGEMENT SELLERS AND (3) THE OTHER SELLERS) (2) COTY INC. TABLE OF CONTENTS INTRODUCTION1OPERATIVE PROVISIONS11.Definitions12.Interpretation123.Sale and purchase of the Shares and Loan Notes134.Consideration145.Locked box and Leakage146.Condition177.Pre-Completion Matters198.Completion239.Buyer Warranties, Limitations on Liability, and Undertakings2510.Seller Warranties2611.Sellers Liability2812.Tax Matters2913.Interest on late payments2914.No set-off2915.D&O Policies3016.Restrictive Covenants3017.Termination3118.Management Sellers Representative3119.Announcements3120.Confidentiality3221.Assignment3322.Variation3323.Waiver3424.Costs and expenses3425.Severance34

THE PERSONS whose names and addresses are set out in Schedule 1 (the “Sellers”, and each a “Seller”); and

COTY INC., a Delaware corporation with corporate ID number ###-###-#### and whose principal executive offices are located at 20 Eastbourne Terrace, London W2, United Kingdom (the “Buyer”).

The Company (as defined below) was incorporated under the laws of Jersey and is registered in Jersey under number 112098.

The Sellers have agreed to sell to the Buyer and the Buyer has agreed to purchase the Shares (as defined below) and procure the transfer of the Loan Notes (as defined below) for the Consideration (as defined below) on and subject to the terms and conditions of this Agreement and the other Transaction Documents.

The clause and paragraph headings and the table of contents used in this Agreement are inserted for ease of reference only and shall not affect construction.

References in this Agreement and the Schedules to the Parties, the Introduction, Schedules and clauses are references respectively to the Parties, the Introduction and Schedules to and clauses of this Agreement.

References to “writing” or “written” include any other non-transitory form of visible reproduction of words.

References to times of the day are to that time in London and references to a day are to a period of 24 hours running from midnight.

References to any English legal term or legal concept shall in respect of any jurisdiction other than England be deemed to include that which most approximates in that jurisdiction to such English legal term or legal concept.

References to persons shall include body corporates, unincorporated associations and partnerships, in each case whether or not having a separate legal personality.

References to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation and general words introduced by the word “other” (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things.

A procuring obligation, where used in relation the parties to this Agreement (or any one or more of them) means that party (as the case may be) undertakes to exercise his or its voting rights and use any and all powers vested in him or it from time to time as a shareholder, director, officer or employee or otherwise in or of the Company or any other Group Company or other entity (as relevant) to ensure compliance with that obligation so far as he or it is able to do so, whether acting alone or (to the extent that he is lawfully able to contribute to ensuring such compliance collectively) acting with others provided that nothing in this clause 2.8 can require any person who is a director of the Company or any other Group Company to breach any of his fiduciary duties as a director.

Any joint obligation on the Sellers or any of the Sellers provided for in this Agreement shall be construed as being an obligation on each of the Sellers individually in each case only to the extent they are respectively lawfully able to carry out such obligation and in the case of each Seller who is an individual to the extent they have exercised their reasonable endeavours to do so without requiring such individual Seller to personally incur any costs or expenses. Any obligation on the Buyer provided for in this Agreement shall be construed as being an obligation of the Buyer only to the extent it is lawfully able to carry out such obligation.

Save where the context specifically requires otherwise, words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as

References to statutory provisions, enactments or EC Directives shall include references to any amendment, modification, extension, consolidation, replacement or re-enactment of any such provision, enactment or Directive (whether before or after the date of this Agreement), to any previous enactment which has been replaced or amended and to any regulation, instrument or order or other subordinate legislation made under such provision, enactment or Directive.

A company or other entity shall be a “holding company” for the purposes of this Agreement if it falls within either the meaning attributed to that term in section 1159 and Schedule 6 Companies Act 2006 or the meaning attributed to the term “parent undertaking” in section 1162 and Schedule 7 of such Act, and a company or other entity shall be a “subsidiary” for the purposes of this Agreement if it falls within any of the meanings attributed to a “subsidiary” in section 1159 and Schedule 6 Companies Act 2006 or any of the meanings attributed to the term “subsidiary undertaking” in section 1162 and Schedule 7 of such Act, and the terms “subsidiaries” and “holding companies” are to be construed accordingly, save that an undertaking shall also be treated, for the purposes only of the membership requirement contained in subsections 1162(2)(b) and (d) Companies Act 2006, as a member of another undertaking if any shares in that other undertaking are held by a person (or its nominee) by way of security or in connection with the taking of security granted by the undertaking or any of its subsidiary undertakings.

References to those of the Parties who are individuals include references to their respective legal personal representatives.

In respect of a consultation obligation placed on each Party to consult with the other, the reference to the ‘other Party’ shall be deemed to be a reference to: (a) the Buyer (in the case of the Sellers); and (b) the Sellers’ Representatives on behalf of the Sellers (in the case of the Buyer).

Each Seller shall sell and transfer, and the Buyer shall purchase and accept transfer of, on Completion, on the basis that save for those Shares held as nominee for their respective beneficiaries by ghd Nominees Limited the Shares and Loan Notes shall be sold with Full Title Guarantee and are free from all Encumbrances, all of the Shares and Loan Notes set opposite each Seller’s name in Schedule 1 together with all rights attaching to them (including the right to receive all dividends, distributions or any return of capital declared, paid or made after Completion) on the terms and conditions of this Agreement, on and with effect from Completion.

Each of the Sellers waives any and all pre-emption rights in respect of the Shares whether arising by virtue of any articles of association, agreement, law or otherwise.

Neither the Buyer nor the Sellers shall be obliged to complete this Agreement unless the sale and purchase of all the Shares and transfer of all the Loan Notes in accordance with this Agreement is completed simultaneously but completion of the purchase of some of the Shares and the transfer of some of the Loan Notes will not affect the rights of the Buyer with respect to the purchase of the others.

In consideration of the sale of the Shares and the Loan Notes in accordance with clause 3, the Buyer shall pay to the Sellers in respect of the Loan Notes an amount equal to the Loan Note Transfer Amount and in respect of the Shares (other than the Deferred Shares):

£203,953,278 (two hundred and three million, nine hundred and fifty three thousand, two hundred and seventy eight Sterling); plus

an additional amount equal to £150,000 (one hundred and fifty thousand Sterling) per Business Day from and including 14 November 2016 until and including the date of Completion subject to a maximum overall cap of £2,000,000 (two million Sterling); less

the amount by which the Loan Note and High Yield Bond Interest Cost Amount exceeds £5,000,000 (five million Sterling); less

an amount equal to all Leakage (other than Permitted Leakage) that has actually occurred prior to Completion (which shall include, without limitation, the Sellers’ Transaction Costs, the Lion Monitoring Fee and the Transaction Bonuses), whether greater or less than the Notified Leakage Amount; less

the D&O Insurance Amount; less

an amount of £1 being the aggregate consideration payable for the Deferred Shares in accordance with the Articles,

The Consideration shall be payable by the Buyer in cash on Completion in accordance with the remaining provisions of this clause 4 and clauses 8.3(c) and the amount to be received by each Seller shall be as specified in a disposal proceeds statement setting out the proportion and amount of the Consideration to which each Seller is entitled and for each Seller the breakdown of its proportion of the Consideration that relates to the Shares and the Loan Notes (“Completion Proceeds Schedule”). The Sellers’ Representatives will deliver the Completion Proceeds Schedule to the Buyer not later than five Business Days prior to the Completion Date which shall be determined in accordance with either clause 8.1 or 8.2 (as applicable) and following satisfaction of the Condition.

Any payment made by the Sellers to the Buyer under or in respect of any breach of this Agreement or the Warranty Deed (including, without limitation, if a Seller is also a Warrantor (as defined in the Warranty Deed) a claim for a breach of any of the Warranties (as defined in the Warranty Deed) given in clause 3 of the Warranty Deed) shall be and shall be deemed to be a reduction in the price paid for the Shares under this Agreement to the extent legally possible.

All payments in connection with the Relevant Claims or under the Warranty Deed shall be treated to the extent lawful as adjustments to the Consideration.

Each of the Sellers warrants severally in respect of itself or themselves only to the Buyer that, except for Permitted Leakage, during the period following the Locked Box Date and ending on Completion:

no Group Company has declared, authorised, paid or made to that Seller and / or their Connected Persons any dividend or distribution (whether in cash or in kind) or any payments in lieu of any dividend or distribution (whether in cash or kind);

no Group Company has made any payments for the issue, redemption, repurchase, repayment or return of shares, loan notes or other securities, or any return of capital (whether by reduction of capital or otherwise and whether in cash or kind) to any Seller or their Connected Persons;

no Group Company has transferred or surrendered any asset to, or assumed, indemnified or incurred any liability for the benefit of, that Seller and/or their Connected Persons;

no Group Company has waived or released in favour of that Seller and/or their Connected Persons any sum or obligation due by that Seller and / or their Connected Persons to any Group Company;

no Group Company has made any amendment to the amount or timing of interest, principal or fees in respect of the Loan Notes or any other indebtedness owed by any member of the Group for the benefit of a Seller and / or their Connected Persons;

no Group Company has assumed, indemnified, incurred or discharged (including under any guarantee, indemnity or other security in relation to any recharging of costs of any kind) any liability or obligation (contingent or otherwise) for the benefit of a Seller and / or their Connected Persons;

no Group Company has made any repayment of principal on any debt or payment of any interest on or other payment in relation to any debt obligation to that Seller and / or their Connected Persons;

other than in respect of the Sellers’ Transaction Costs, no Group Company has assumed, incurred or paid any professional, consultancy, advisory or service fees, expenses, commissions or other external costs, in each case in connection with the preparation, negotiation or consummation of the Transaction;

no Group Company has assumed or incurred any liability in respect of, or paid, any management, monitoring, advisory, service or shareholder fees to or for the benefit of a Seller or any of their respective Connected Persons;

no Group Company has assumed or incurred any liability in respect of, or paid, any bonuses or incentives (including any transaction or retention bonuses for management), in each case in connection with the preparation, negotiation or consummation of the Transaction; and

that Seller nor their Connected Persons has made or entered into any agreement or arrangement with any Group Company to give effect to any of the matters referred to in clauses 5.1(a) to 5.1(j),

Subject always to Completion having taken place, in the event of any Leakage, the relevant Seller who receives or benefits from any Leakage (or whose Connected Persons receive or benefit from any Leakage) shall pay to the Buyer or, at the direction of the Buyer, to a member of the Group, (on a £ for £ basis) on demand an amount in cash equal to the cash or cash equivalent value of the amount of such Leakage received by him (or any of his Connected Persons) or from which he (or any of his Connected Persons) has benefited.

The Sellers shall notify (or shall procure any Group Company to notify, as applicable) the Buyer by e-mail no later than five Business Days prior to the Completion Date (“Pre-Completion Notification Letter”) of the amount of any Leakage (other than Permitted Leakage) that:

has occurred between the Locked Box Date and the date of the Pre-Completion Notification Letter, and

is expected to occur between the date of the Pre-Completion Notification Letter and Completion,

Subject to clause 5.5 any Leakage notified to the Buyer in the Pre-Completion Notification Letter shall be provided for in the Consideration Proceeds Schedule as a deduction in the Consideration due to the Seller who receives or has benefitted from the Leakage (or whose Connected Persons receive or benefit from such Leakage) in each case in an amount equal to the Leakage actually received by the relevant Seller (or his Connected Person(s)) or from which the relevant Seller or his Connected Person(s) has benefitted.

Any Leakage notified by the Buyer in the Pre-Completion Notification Letter arising from: (i) clauses 5.1(h) or 5.1(k) to the extent it relates to 5.1(h) (which shall for the avoidance of doubt include the Sellers’ Transaction Costs); (ii) the Lion Monitoring Fee; and (iii) the Transaction Bonuses shall be borne by the Sellers as a deduction in the Consideration payable for the Ordinary Shares on a pro rata basis to each respective Sellers’ holding of Ordinary Shares and as provided for in clause 5.8 the respective Sellers’ liability under clause 5.2 in relation to that portion of the Leakage shall be fully and finally discharged.

No Seller is liable to make a payment under clause 5.2 unless the Buyer has notified the Seller in writing of its breach of clause 5.1, or the claim under clause 5.2, stating in reasonable detail the nature of the breach and, if practicable, the amount claimed, on or before the date falling nine (9) months from the date of Completion and legal proceedings in respect of that claim are properly issued and validly served within six (6) months of the notice of claim being served.

The aggregate liability of each Seller in respect of this clause 5 shall not exceed an amount equal to the Leakage actually received by or benefitted to such Seller and / or its Connected Persons. The Buyer shall have no other remedy available to it in respect of any

If and to the extent that any Leakage is included in the Notified Leakage Amount, the relevant Seller’s liability under clause 5.2 in relation to that portion of the Leakage shall be fully and finally discharged.

Any other Leakage that has not been notified in the Pre-Completion Notification Letter under clause 5.1(h) and/or clause 5.1(k) (to the extent it relates to clause 5.1(h)) shall be deemed to be paid for the benefit of all Sellers pro rata based on the proportion of the Consideration payable for the Ordinary Shares to that Seller bears to the aggregate amount of the Consideration payable for the Ordinary Shares under this Agreement.

For the avoidance of doubt, in the event that the relevant Seller does not satisfy a claim for Leakage made against him, the Buyer shall not be entitled to bring a claim for Leakage against any of the other Sellers in respect of such non‑satisfaction.

Nothing in this clause 5 shall have the effect of limiting, restricting or excluding any liability arising as a result of any fraud.

Completion of this Agreement is subject to and conditional upon, in relation to the Transaction:

the German Federal Cartel Office ("FCO", Bundeskartellamt) having cleared the proposed transaction by:

notifying the Buyer and/or the Sellers within the one-month period under Section 40 para. 1 German Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen, "GWB") that the conditions for a prohibition according to Section 36 para. 1 GWB are not met;

clearing the transaction within the four-month period under Section 40 para. 2 clause 2 GWB or within the extended waiting period under Section 40 para. 2 clause 4 no. 1 GWB; or

permitting the time limits according to Section 40 para. 1 or 2 GWB to expire without having served the relevant notices or decisions respectively;

The Buyer undertakes to:

file with the FCO as soon as reasonably practicable and in any event by no later than three Business Days after the date of this Agreement;

respond in a timely manner to any request for information from the FCO;

promptly inform the Sellers’ Representatives and the Sellers’ Solicitors (and provide copies of or, in the case of non-written communications, details) of any communication received from, or given by it to the FCO;

as soon as reasonably practicable, supply any additional information as approved by the Sellers’ Representatives that is requested from the FCO in connection with any notifications or filings; and

use all reasonable endeavours to ensure that clearance is obtained within six weeks of signing this Agreement.

The Buyer shall provide the Sellers with a reasonable opportunity to comment on the draft filings and all other draft submissions to the FCO, and take account of any reasonable comments received. In the absence of specific objections from the FCO, the Buyer undertakes to give the Sellers’ Representatives and the Sellers’ Solicitors prompt notice of, and the opportunity to participate in, all meetings and telephone conferences with the FCO and, when appropriate, to make oral submissions at such meetings or telephone conferences.

The Buyer undertakes to each of the Sellers that between the date of this Agreement and Completion neither it nor any other member of the Buyer’s group shall enter into or agree to enter into any arrangement or agreement which is intended or is reasonably likely to prevent, materially or prejudicially affect or delay the satisfaction of, or the terms of satisfaction of the Condition.

Each of the Lion Sellers and the Management Sellers undertakes to the Buyer to procure that between the date of this Agreement and Completion neither the Company nor any other member of its Group shall enter into or agree to enter into any arrangement or agreement which is intended or is reasonably likely to prevent, materially or prejudicially affect or delay the satisfaction of, or the terms of satisfaction of, the Condition.

The Buyer shall bear the cost of all filing fees in relation to any merger control notifications or filings in connection with the Transaction. The Buyer shall also bear all costs, penalties and fines resulting from not filing in any jurisdiction where it is determined that the Buyer should alone or jointly with another party have filed in that jurisdiction, save only to the extent that such failure to file was caused by a material inaccuracy in the information provided by or on behalf of the Sellers to the Buyer or its advisers prior to the date of this Agreement, in which case such costs, penalties and fines shall be borne jointly by the Lion Sellers on the one hand and the Buyer on the other in equal proportions.

When either the Buyer or any Seller becomes aware of the fact that the Condition has been satisfied, the Buyer or the relevant Seller (as applicable) shall immediately inform the Buyer or Sellers’ Representatives respectively. The Condition in clause 6.1(a) may be waived only by the Buyer.

The Buyer will use all reasonable endeavours as promptly as reasonably practicable to obtain all consents, actions, clearances and approvals and to make the filing to the FCO required to consummate the transactions contemplated by this Agreement. If it becomes reasonably apparent that the Condition will only be satisfied if the Buyer offers and/or agrees to conditions, obligations and/or undertakings (each a “Commitment”) which may include, for the avoidance of doubt, any Commitment that relates in any manner whatsoever to (i) any undertaking or business, activities or assets of any undertaking that is controlled by the Buyer or any member of the Buyer’s Group, or (ii) to any undertaking or business, activities or assets of the Company or its Group, the Buyer shall offer, accept and agree to any such Commitment (which shall not include, without the prior written approval of the Sellers’ Representatives, any amendment, variation or modification of the

If the Condition has not been satisfied in full or waived by the Buyer on or before the date which is five (5) months following the date of this Agreement (the “Long Stop Date”); (or such later date as shall be agreed in writing between each of the Lion Sellers’ Representative and the Buyer) this Agreement shall lapse, other than the Surviving Provisions, which shall remain in full force and effect, and no Party to this Agreement shall have any liability to any other Party to this Agreement or in respect of the subject matter of this Agreement save in respect of any liabilities which have accrued prior to the Agreement lapsing or in relation to the Surviving Provisions.

Notwithstanding clause 6.9, if this Agreement lapses in accordance with clause 6.9, and without limiting the Sellers’ right to claim damages in circumstances where the Buyer is in breach of its obligations under this clause 6, the Buyer will pay the Company on demand an amount equal to £10,000,000 (the “Break Fee”).

The Parties intend that the Break Fee, being compensatory in nature, shall not be treated, in whole or in part, as consideration for a supply for the purposes of VAT and, accordingly, the Parties shall treat the payment of any such Break Fee as falling outside the scope of VAT. If HM Revenue & Customs or other Tax Authority determines that the Break Fee is, in whole or in part, consideration for a supply for the purposes of VAT and that VAT is chargeable in respect of the Break Fee, the amount of the Break Fee shall be treated as inclusive of any VAT chargeable in respect of the relevant supply.

Each Seller in respect of itself only and so far as it is reasonably and lawfully able in its capacity as a director, officer, member and/or shareholder of any Group Company, shall take all reasonably necessary actions within its power to ensure that the Group, from the date of this Agreement until Completion, shall continue to operate the Business in all material respects consistent with past practice in the ordinary course in compliance with all laws and regulations applicable to it and in substantially the same manner as the Business has been carried on before the date of this Agreement.

Without limitation to the generality of the foregoing, each Seller in respect of itself only and so far as it is reasonably and lawfully able in its capacity as a director, officer, member and/or shareholder of any Group Company shall use their reasonable endeavours to procure that no Group Company shall, from the date of this Agreement until Completion, without the Buyer’s prior written consent, such consent not to be unreasonably withheld or delayed:

outside the ordinary course of business inconsistent with past practice, acquire, sell, transfer, assign or otherwise dispose of any material assets (other than any inventory or merchandising asset, in respect of which paragraph (c) below shall apply), property or business of the Group, or grant any option or right of pre-emption in respect of or create or issue any Encumbrance or give any guarantee

enter into any material partnership, joint venture or similar arrangement or any contracts, transactions, or commitments outside the ordinary course of business inconsistent with past practice or enter into a new third-party exclusive distribution agreement;

dispose of (other than in the ordinary course of trading consistent with past practice) or grant any option or right of pre-emption in respect of any inventory or merchandising asset of the Group for a consideration in excess of £100,000 (exclusive of VAT) or create or issue any Encumbrance or give any guarantee or indemnity on any part of the inventory or merchandising asset of the Group other than in the ordinary course of business consistent with past practice;

other than trade credit incurred in the ordinary course of day to day trading activity consistent with past practice incur any obligation in the nature of borrowing or hedging (including the issuance or sale of any debt securities, option, warrants, call or other rights to acquire any debt securities), modify the terms of (including by extending the maturity date thereof) any indebtedness (including hedging) of any Group Company (including the terms of the Finance Documents, the Hedging Agreements and the Loan Notes) or guarantee or create any Encumbrance for the indebtedness (including hedging) of any other person or entity;

make any material change in the terms and conditions of employment of any of its directors or Senior Employees or the terms on which they are entitled to pension or other benefits (other than salary reviews in the ordinary course of business consistent with past practice);

terminate the employment of any Key Employee other than for just cause or employ or make an offer of employment to any additional person with comparable seniority, position, responsibilities and/or compensation to those of a Key Employee;

save for the Transaction Bonuses introduce any new share incentive, share option, profit sharing, bonus, or other incentive scheme or vary in any way the terms of any such scheme currently operated by any member of the Group, including, without limitation, any variation to performance targets, objectives, quanta of payment or any variation to the identities of participants;

enter into or settle or waive any right or release any liability in respect of any litigation where the amount sought is in excess of £100,000;

grant any exclusive or other licenses or rights in respect of any Intellectual Property of the Group or transfer, assign or otherwise dispose of any Intellectual Property of the Group or knowingly fail to pay any renewal fees for any Intellectual Property of the Group or knowingly otherwise permit any Intellectual Property of the Group to lapse, expire, be revoked or otherwise terminate;

permit any of its insurances to lapse or knowingly do any thing which would make any policy of insurance void or voidable or fail to notify any material insurance claim of which such member of the Group has become aware, in accordance with the provisions of the relevant policy or settle any such claim materially below the amount claimed;

other than as contemplated in this Agreement pass or adopt any resolution of its shareholders, whether in a general meeting or otherwise, or amend its articles of association;

create, issue, purchase, redeem or agree to create, issue, purchase or redeem any shares, loan capital, bonds or other securities, or any instrument that gives its holder the right to acquire or subscribe for shares, loan capital, bonds or other securities;

terminate any material contracts or agreements with sales agents or terminate any contracts or agreements involving revenue or expenditure in excess of £100,000 per annum (exclusive of Tax) (other than where such contracts or agreements lapse, expire or otherwise terminate under their terms);

enter into any new leases with a term of more than one year or with a total lease amount in excess of £100,000 per annum;

conduct any discounting, trade promotions or activities or consumer promotions including forward-looking promotional activities in the Business other than consistent with past practice in the ordinary course;

save for any product recall required as a result of health and safety issues of which any of the Key Employees become aware make any statement or take any affirmative or deliberate action for the primary purpose of encouraging or inducing customers to return products;

make any material changes in its accounting policies other than as required by law or any material changes to the approach adopted or positions or actions taken prior to the date of this Agreement in respect of Tax matters, file or submit amendments not of an administrative nature to any non-routine return, report, information or notice to a Tax Authority or settle or otherwise compromise any material enquiry or dispute with a Tax Authority;

declare, make, resolve to make or pay any dividend or any other distribution;

pass or adopt any resolution regarding their winding up or dissolution (whether solvent or not); or

outside the ordinary course of business incur any capital commitment or liability or make any capital contribution, other than to a Group Company in each case exceeding £100,000 (inclusive of VAT) individually or £250,000 (inclusive of VAT) in aggregate save to the extent already provided for in the 2016/7 business plan and budget,

The Sellers shall procure that the Issuer (as defined in the High Yield Bond Indenture) gives voluntary redemption notice (the “High Yield Bond Redemption Notice”) under the High Yield Bond Indenture immediately upon the earlier of the Sellers' Representatives receiving notice or becoming aware of the fact that the Condition has been satisfied in accordance with clause 6.7 and in any event not later than:

where the Sellers’ Representatives become aware of the fact that the Condition has been satisfied in accordance with clause 6.7 prior to 3.00pm on a Business Day, the same Business Day; and

where the Sellers’ Representatives become aware of the fact that the Condition has been satisfied in accordance with clause 6.7 after 3.00pm on a Business Day or on a day which is not a Business Day, the next Business Day,

The Sellers shall (in each case to the extent they are able):

procure that the Buyer is notified of or, as applicable supplied with not less than 5 Business Days prior to Completion:

written confirmation of the Target Group Bond Redemption Amount;

details from the Paying Agent of the account of the Trustee or Paying Agent (each as defined in the High Yield Bond Indenture) for purposes of the High Yield Bond Indenture to which the Target Group Bond Redemption Amount should be paid;

the written confirmation from the Agent of the Target Group Finance Documents Repayment Amount; and

details of the account of the Agent (as defined in the Super Senior Facility Agreement) to which the Target Group Finance Documents Repayment Amount should be paid on the Completion Date;

provide all reasonably required cooperation and assistance to the Buyer and the other parties to the Releases and Notice of Prepayment and Cancellation in their efforts to negotiate and settle the final forms of the Releases and Notice of Prepayment and Cancellation and any other necessary documents as soon as reasonably practicable following the date of this Agreement (including, without limitation, supplying contact details for the relevant counterparties and such other information as may be required by either party from time to time);

provide all reasonably required information, cooperation and assistance to the Buyer and the other relevant parties in relation to the termination, redemption, repayment, closing out, release, transfer, cash collateralisation (or other similar actions) in respect of the Ancillary Facilities the Hedging Agreements (provided that no action or otherwise shall be required to be taken to the extent that such action would result in the termination of any Hedging Agreement or Ancillary Facility prior to Completion);

provided that the Buyer procures the delivery of the relevant execution version Releases and any Notice of Prepayment and Cancellation at least seven (7) Business Days prior to the Completion Date, procure that such Releases and Notice of Prepayment and Cancellation are executed by the signatories thereto who are members of the Group prior to Completion and use all reasonable endeavours to

provided that any Notice of Prepayment and Cancellation is contingent upon the occurrence of Completion (a “Notice”), serve any Notice (within the relevant time period) on the Agent and/or Security Agent under the Finance Documents (as defined in the Super Senior Facility Agreement) in order to effect the prepayment, cancellation, termination and discharge of all obligations of the Group under and pursuant to the Finance Documents (as defined in the Super Senior Facility Agreement) at Completion, subject to the Target Group Finance Documents Repayment Amount being received by the Agent into the account referred to in clause 7.4(a)(iv) above (or any other account designated by the Agent).

The Sellers shall use all reasonable endeavours to procure that the required Finance Parties (as defined in the Super Senior Facility Agreement) waive the requirement that any Notice be irrevocable.

Notwithstanding clause 7.2, nothing shall restrict or prevent a Group Company from doing anything:

required by or in accordance with or pursuant to the Finance Documents (including the incurrence of further liabilities thereunder, for the satisfaction of the ordinary course working capital requirements of a Group Company, in a manner consistent with past practice);

required by, or to give effect to, the Transaction or any Transaction Document including in particular the declaration of the Transaction Bonuses;

to the extent it constitutes Permitted Leakage;

with the Buyer’s prior written consent (such consent not to be unreasonably withheld or delayed); or

to comply with any applicable law, rule or regulation of any applicable regulatory, judicial, governmental or supervisory organisation or recognised investment exchange.

So far as permitted by law the Sellers will consult, and will cause all Group Companies to consult, with the Buyer, with respect to any action between the date of this Agreement and Completion of which they are individually actually aware which may materially affect the business of any member of the Group. So far as permitted by law the Sellers will provide, and will cause all Group Companies to provide, to the Buyer such information as the Buyer may reasonably request for this purpose.

The Buyer shall be entitled on reasonable notice to the Management Sellers’ Representative to send any of its Representatives to any Group Company’s properties and attend at any office where any management, trading or operational functions are carried out at reasonable hours and the Management Sellers shall procure that the Representatives shall be entitled to reasonable access to the Key Employees solely for the purposes of monitoring the running of the businesses of the Group or any Group Company and may reasonably require meetings with the Key Employees for the same purpose, but not so as to cause disruption to the ongoing business of any member of the Group Company.

The rights of the Buyer under clauses 7.7 and 7.8 shall be for the purposes only of monitoring the businesses of the Group and to enable it to enforce its rights hereunder and may not be exercised to the extent prohibited by law. If Completion does not occur in accordance with this Agreement, the Buyer shall immediately return all documentary information obtained pursuant to such clauses and not retain any copies thereof save as reasonably necessary to protect the legal rights of the Buyer.

Each of the Sellers shall notify the Buyer as soon as reasonably practicable of any matter, fact or circumstance of which they become individually actually aware and which is or could reasonably be expected to be, in breach of this clause 7.

On or before the date of this Agreement:

the Sellers shall comply with their obligations in Part 1 of Schedule 5; and

the Buyer shall comply with its obligations in Part 3 of Schedule 5

No later than ten (10) calendar days before Completion, the Buyer shall provide the Sellers' Representative with a list, which for the avoidance of doubt shall include Jan Schuster, Kushal Banerjee and Richard Lewis, of all the names of:

each of the directors of the Group Companies whose resignation, and board approval of such resignation, are required to be procured by the Sellers under paragraph 1(e) of part 2 of Schedule 5 and paragraph 2(a) of part 2 of Schedule 5; and

each of the directors of the Group Companies whose appointment the Sellers are required to procure under paragraph 2(a) of part 2 of Schedule 5.

The Lion Sellers will refrain from taking any action that may impair or stand in the way of, and (to the extent their consent is required for such amendments) they will not withhold their consent to, any proposed amendment requested by Buyer prior to Completion to: (i) the distribution agreement, dated 6 September 2012, by and between Jemella Group Limited and Nazih Trading Establishment with a view to removing Iran and Syria from the scope of the distribution territories thereunder/or making other amendments to the agreement in respect of such countries; and (ii) the distribution agreement, dated 2012, by and between Jemella Group Limited and Premium Art Beauty LLC with a view to clarifying that the Crimea region of Ukraine is excluded from the scope of the distribution territory thereunder and/or making other amendments to the agreement in respect of such territory.

Subject to clause 8.2 Completion shall take place at the offices of the Sellers’ Solicitors (or any other location agreed upon by the Lion Sellers’ Representative and the Buyer) on the date (the “Completion Date”) that is nine (9) calendar days after the High Yield Bond Redemption Notice is given in accordance with clause 7.3 (or the next Business Day if that date is not a Business Day) or on such other date as is agreed in writing by the Lion Sellers’ Representative and the Buyer but in any event no later than 3 Business Days before the Long Stop Date.

If the Condition has been satisfied prior to receipt by the Buyer of the audited consolidated financial statements of the Company for the financial year ended June 2016

At Completion:

each Seller shall deliver or cause to be delivered to the Buyer the items listed in Part 2 of Schedule 5 (the Buyer receiving them, where appropriate, as agent for the Company or the Subsidiaries) provided that each of the Sellers shall be liable to deliver or cause to be delivered such documents in respect of himself or itself only and not in respect of any other Seller;

the Buyer shall deliver or cause to be delivered to the Sellers the items listed in Part 4 of Schedule 5;

the Buyer shall procure the delivery to the Sellers’ Solicitors for the account of the Sellers of an electronic transfer of funds for same day value in favour of the Sellers’ Solicitors the amount of the Consideration that is payable in accordance with the Completion Proceeds Schedule to the Sellers;

the Buyer shall procure the prepayment in full of the Target Group Finance Documents Repayment Amount in accordance with terms of the Super Senior Facility Agreement and the information notified to it pursuant to clause 7.4(a);

the Buyer shall cause to be deposited with the Trustee or Paying Agent (as defined in the High Yield Bond Indenture), in accordance with the information notified to it pursuant to clause 7.4(a), cash in sterling in an amount equal to the Target Group Bond Redemption Amount; and

the Buyer shall procure the redemption of the High Yield Bond in accordance with terms of the High Yield Bond and the information notified to it pursuant to clause 7.4(a).

If Completion does not take place on the Completion Date because:

the Buyer fails to comply with its obligations under this clause 8 and Schedule 5; or

the Sellers fail to comply with their obligations under this clause 8 and Schedule 5:

require all the Parties to proceed to Completion to the extent reasonably practicable (without limiting its rights under this Agreement);

require all the Parties to postpone Completion until such date as the Buyer or the Sellers’ Representatives (as appropriate) notify the Buyer or the Sellers’ Representatives (as appropriate) of in writing (being a date not later than the Longstop Date); or

subject to Completion having first been deferred for a period of at least ten (10) Business Days under paragraph (ii) above and the Parties having used reasonable endeavours to effect Completion during that period, terminate this Agreement,

If the Buyer or the Sellers postpone Completion to another date in accordance with clause 8.4(b)(ii), the provisions of this Agreement apply as if such other date is the Completion Date.

To the extent that any documents which are required (including by reference) by this clause 8 to be in Agreed Form on Completion are not in Agreed Form as at the date of this Agreement, the Parties will use reasonable endeavours in the period between the date of this Agreement and Completion to agree the form of each respective party's deliverables on Completion as set out in Schedule 5 of this Agreement.

Each of the Sellers hereby confirms that the Sellers’ Solicitors are irrevocably authorised by the Sellers to receive payment of the Consideration on behalf of the Sellers, and the receipt of the Consideration by the Sellers’ Solicitors shall be a complete, unconditional and irrevocable discharge for the Buyer of its obligations under clause 4.1 and the Buyer shall not be concerned to see to the application thereof or its apportionment among the Sellers or be responsible for the loss or misapplication of such sum.

The Buyer acknowledges and agrees that it does not rely on and has not been induced to enter into this Agreement on the basis of any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever, other than those expressly set out in this Agreement and the Warranty Deed and acknowledges that neither the Sellers nor any Group Company nor any of their agents, officers or employees have given any such warranties, representations, covenants, undertakings, indemnities or other statements.

The Buyer acknowledges and agrees that save as provided for in any Transaction Document, in the absence of fraud, the Buyer has no rights against and may not make any claim against any employee, director, agent, officer or (except to the extent such adviser has entered into a reliance letter with the Buyer) adviser of any of the Sellers or any of their Connected Persons, on whom it may have relied before agreeing to any term of, or entering into, this Agreement or any other Transaction Document. Each and every person referred to in this clause 9.2 shall be entitled to enforce this clause 9.2 under the Contracts (Rights of Third Parties) Act 1999.

During the period of seven years from Completion, subject to the provision of such confidentiality undertakings as the Buyer may reasonably require, the Buyer shall and shall procure that each member of the Group shall upon reasonable notice from any of the Sellers, give such assistance, supply or procure to be supplied such papers and information, and permit access to such of the accounting and other records (including tax records) of each member of the Group as the applicable Seller may reasonably request so as to enable them to comply with such accounting, tax or regulatory requirements as may be applicable to it (or any Connected Person of the Seller).

Without prejudice to clause 11 and save as otherwise set out in this Agreement, the sole remedy of the Buyer for any breach of this Agreement by the Sellers shall be an action for damages and, save as aforesaid, no Party shall be entitled to rescind or terminate this Agreement in any circumstances whatsoever other than any such right in respect of fraudulent misrepresentation.

The Buyer warrants to the each of the Sellers as at the date of entry into of this Agreement in the terms of the Buyer Warranties in Schedule 3.

Each of the Sellers warrants in respect of himself or itself only that:

in the case of a Seller which is not an individual seller, the Seller is validly incorporated, in existence and duly registered, as applicable;

the Seller has the requisite capacity and authority to enter into and perform this Agreement and to execute, deliver and perform any obligations it may have under each Transaction Document to be delivered by the Seller;

this Agreement and each other Transaction Document to be entered into by it constitutes (or will when executed constitute) valid and binding obligations on him or it in accordance with its terms;

no consent, approval, authorisation or order of any court or governmental, regulatory or other authority which has not been obtained or made at the date of this Agreement is required by him or it where failure to obtain such consent, approval, authorisation or order would materially and adversely affect his or its ability to enter into and perform his or its obligations under this Agreement and each other Transaction Document to be entered into by it and the transactions contemplated thereby;

the execution and delivery of, and the performance by each Seller of its obligations under, this Agreement and each Transaction Document to be entered into by the Sellers will not:

in the case of a Seller which is not an individual Seller, result in a breach of any provision of the constitutional documents of such Seller, if applicable;

result in a breach of, or constitute a default under, any contract or other instrument by which such Seller is bound; or

result in a breach of any applicable statute, law, rule, regulation, order, judgment or decree of any court, governmental agency or regulatory authority by which such Seller is bound;

save for the Shares held by ghd Nominees Limited each Seller is the sole legal and beneficial owner of the Shares and Loan Notes set out next to his or its name in Schedule 1 and such Shares and Loan Notes are fully paid and registered in the name of the relevant Seller and there is no liability to pay any additional contributions on any of such Shares or Loan Notes;

save for any rights waived in accordance with clause 3.2 of this Agreement there is no Encumbrance on, over or affecting the Shares or Loan Notes held by each Seller, nor any agreement or commitment to create any such Encumbrance and no claim has been made that any person is entitled to any such Encumbrance or any other restrictions on the ability of the relevant Seller to transfer the full legal title and beneficial interest in the Shares;

in the case of a Seller which is not an individual Seller, such Seller has not:

entered into any arrangement or composition for the benefit of its creditors or any of them nor has it (or its agent or nominee) convened a meeting of its creditors;

submitted to its creditors or any of them a proposal under Part I Insolvency Act 1986;

entered into any arrangement, scheme, compromise, moratorium or composition with any of its creditors (whether under Part I Insolvency Act 1986 or otherwise);

made an application to the Court under section 896 Companies Act 2006 or resolved to make such an application;

presented a petition for winding up nor has a petition for winding up been presented against it which has not been withdrawn within 14 days, nor has a winding up order been made against it or a provisional liquidator appointed;

been the subject of a resolution for voluntary winding up (other than a voluntary winding up while solvent for the purposes of an amalgamation or reconstruction which has the prior written approval of the other Party) nor has a meeting of its shareholders been called to consider a resolution for winding up;

had an administrative receiver or receiver appointed in respect of all or any of its assets or the assets of any guarantor; or

had a written demand for the payment of sums due served upon it in accordance with section 123(1)(a) Insolvency Act 1986 which has not been settled or disputed;

in the case of a Seller, which is not an individual Seller, such Seller is not:

the subject of an interim order under Schedule 1B Insolvency Act 1986 nor has it made an application to Court for such an order;

the subject of an administration order, nor has a resolution been passed by the directors or shareholders of the relevant Seller for the presentation of a petition for such an order nor has a petition for such an order been presented or come into force; or

subject to a resolution passed by the directors or the shareholders of the relevant Seller for notice of appointment of an administrator to be filed

None of the Sellers who are individuals have:

had a bankruptcy petition presented against him or been declared bankrupt;

been served with a statutory demand, or is unable to pay any debts within the meaning of the Insolvency Act 1986;

entered into, or has proposed to enter into, any composition or arrangement with, or for, his creditors (including an individual voluntary arrangement); or

been subject of any other event analogous to the foregoing in any jurisdiction.

The Lion Sellers, so far as they are actually aware, warrant that as at Completion following the conversion of the unvested portion of the C Ordinary Shares to Deferred Shares the Shares comprise the whole of the allotted and issued share capital of the Company.

Subject to the limitations in clause 11, each Seller warrants to the Buyer in respect of himself and itself only that the Fundamental Warranties, will each be true and accurate and not materially misleading in any respect at Completion by reference to the facts and circumstances then subsisting and, for this purpose, the Fundamental Warranties shall be deemed to be repeated at Completion as if any express or implied reference in the Fundamental Warranties to the date of this Agreement was replaced by a reference to the date of Completion.

Each Seller agrees with the Buyer (for himself, itself and to procure for each of his or its Connected Persons) to waive to the greatest extent permissible at law any rights or claims which it may have against any Group Company (including their present or former directors, officers and employees) in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any Group Company (including their directors, officers and employees) in connection with the Transaction.

The rights and remedies of the Buyer in respect of a breach of any of the Fundamental Warranties or clause 10.2 shall not be affected by Completion, by the giving of any time or other indulgence by the Buyer to any person, or by any other cause whatsoever except as provided in this Agreement or in a specific waiver or release by the Buyer in writing and any such waiver or release shall not prejudice or affect any remaining rights or remedies of the Buyer.

Each Seller, and in the case of clause 10.2 the Lion Sellers only, shall promptly disclose to the Buyer any matter or thing which arises or of which it becomes aware after entering into this Agreement but prior to Completion which is inconsistent with or a breach of any of the Fundamental Warranties or clause 10.2 or which will or may be a breach of any Fundamental Warranty when the Fundamental Warranties are repeated at Completion or which might render any of the Fundamental Warranties materially misleading as at Completion.

Without prejudice to any other limitations set out in any other Transaction Document, save for any amounts due from any of the Sellers pursuant to clause 5 which shall be calculated in accordance with the provisions of clause 5, the maximum liability of each Seller in respect of any Relevant Claim (together with any additional amount payable under clause 14 in respect of such Relevant Claim) shall be limited to the proportionate amount of the aggregate of the Consideration actually received by the relevant Seller, as set out in the Completion Proceeds Schedule.

No Seller shall be liable in respect of any Relevant Claim unless the Buyer shall have given to the Seller written notice of such Relevant Claim specifying (in such reasonable detail as is reasonably available to the Buyer at the time) the matter(s) which gives rise to the Relevant Claim, the nature of the claim and (if practicable) the amount claimed in respect thereof on or before the date falling two (2) years after Completion.

Any Relevant Claim notified pursuant to clause 11.2 shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn six months after the relevant notice has been given by the Buyer, unless at such time legal proceedings in respect of the Relevant Claim have been commenced by being both issued and served.

Nothing in the Transaction Documents shall or shall be deemed to relieve or abrogate the Buyer in respect of any Relevant Claim of any common law or other duty to mitigate any loss or damage.

No Seller shall be liable in respect of any Relevant Claim to the extent that the subject of such Relevant Claim has been made or is made good or is otherwise compensated for without cost to the Buyer or any other member of the Buyer’s Group.

The Sellers shall not be liable under any Transaction Document in respect of any loss of profit, loss of goodwill or any indirect, punitive or consequential losses.

The Buyer shall not be entitled to recover from any Seller under any Transaction Document more than once in respect of the same fact, matter or circumstance in respect of any Relevant Claim.

Unless expressly provided otherwise, all representations, warranties, undertakings, covenants, agreements and obligations made, given or entered into in this Agreement by the Sellers are made, given or entered into severally by each of the Sellers.

If a Party fails to pay any sum payable by it on the due date for payment under this Agreement, it shall pay interest on the overdue sum for the period from and including the due date of payment up to the date of actual payment (after as well as before judgment) in accordance with clause 13.2.

The interest referred to in clause 13.1 shall accrue from day to day and shall be paid on demand at the rate of two per cent (2%) above the base rate from time to time of Barclays Bank plc. Unpaid interest shall compound quarterly.

Subject to clause 14.2, all payments to be made under this Agreement shall be made in full without any set-off or counterclaim and free from any deduction or withholding save as may be required by law in which event such deduction or withholding shall not exceed the minimum amount which it is required by law to deduct or withhold.

If an amount of Tax must be deducted or withheld from any payment to be made under this Agreement or (except in respect of the Consideration, the Break Fee and payments of interest) any such payment is subject to Tax in the hands of the payee, then the payer shall pay an additional amount as will ensure that after such deduction, withholding or Tax there shall remain a sum equal to the amount that would otherwise have been payable if the payment was not subject to such deduction, withholding or Tax.

The Buyer shall procure that:

each member of the Group shall comply with its obligations under the directors’ and officers’ policies in the name of the Company as provided by: (i) AIG Europe Limited (policy number 33023450); and (ii) QBE Insurance (Europe) Limited (policy number 034581/01/2015) (the “D&O Policies”) and maintain it as a valid and enforceable policy in an unamended until it expires on 31 December 2016; and

directors’ and officers’ liability insurance (“D&O Insurance”) is in place in favour of, and maintained as a valid and enforceable insurance policy by a reputable insurer on at least equivalent terms to the D&O Policies covering all directors of the Group as at the date of this Agreement (immediately prior to their resignation on Completion) (each a “Director”) in respect of claims first made against any Director between the date of expiry of the D&O Policies and the date which is 7 years thereafter, provided however that nothing herein will require the Buyer to incur any costs or expenditure in respect of the D&O Insurance in aggregate in excess of the D&O Insurance Amount set forth in the Locked Box Schedule.

Any director covered by the D&O Policies may enforce his rights under clause 15.1.

Each of the Lion Sellers severally covenants with the Buyer that, save with the prior written consent of the Buyer, it shall not:

for a period of 18 months after Completion employ or attempt to employ any person who at Completion is a Protected Employee, provided that this clause shall not prohibit the employment of any such Protected Employee who has responded independently to a bona fide general advertisement for the recruitment of an individual; or

for a period of 18 months after Completion, endeavour to entice or solicit away from any Group Company a Key Supplier, such that such Key Supplier would cease, or materially reduce, its supplies of goods and services to any Group Company or change the terms on which such goods or services are supplied to any Group Company in a manner which would be materially adverse to such Group Company.

Each of the restrictions in each sub-clause or clause above shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid.

If any of the restrictions in clause 16.1 is void, but would be valid if some part of the restrictions were deleted, the restriction in question shall apply with such modification as may be necessary to make it valid.

The Lion Sellers acknowledge that the above provisions of this clause 16 are no more extensive than is reasonable to protect the Buyer as the buyer of the Shares and the Loan Notes.

Each Management Seller appoints and authorises the Management Sellers’ Representative to act in his name and on his behalf in relation to all matters which this Agreement expressly provides to be agreed, approved, carried out, received or given by the Management Sellers’ Representative.

The Management Sellers’ Representative as at the date of this Agreement shall be Anthony Davey.

Unless and until notified in writing to the contrary by all of the Management Sellers, the Buyer shall be entitled to rely on the authority of the Management Sellers’ Representative within the scope of his authority (as described in this clause 18) without further enquiry and shall have no liability to any of the Management Sellers as a result of any such reliance.

The Management Sellers’ Representative shall have no authority to bind the Management Sellers except as referred to in this clause 18.

Each of the Management Sellers agrees to confirm and ratify, and hereby agrees to waive any claims against the Management Sellers’ Representative in respect of, and to indemnify and hold harmless the Management Sellers’ Representative against any loss, cost, claim, liability or damage incurred as a result of, any actions lawfully and reasonably taken by the Management Sellers’ Representative on behalf of the Management Sellers pursuant to this clause 18.

The Management Sellers may change the Management Sellers’ Representative by notice in writing to the Buyer signed by all of the Management Sellers in accordance with clause 26.

Except to the extent otherwise expressly permitted by this Agreement, the Parties shall not make any public announcement or issue a press release or respond to any enquiry from the press or other media concerning or relating to this Agreement or its subject matter or any ancillary matter other than an announcement in the Agreed Form, provided that this shall not oblige the Parties to conduct a joint announcement or press release and each Party shall be entitled to individually issue a press release or make an announcement concerning or relating to this Agreement or its subject matter or any ancillary matter provided that such press release or announcement has first been agreed between the Parties.

Notwithstanding any other provision in this Agreement, subject to clause 20, a Party may, after consultation with the other Parties (provided that such consultation shall only be required to the extent that it is practicable and permitted by law), make or permit to be made an announcement concerning or relating to this Agreement or its subject matter or any ancillary matter if and to the extent required by:

law;

any securities exchange on which the relevant Party’s (or a Party’s Affiliate’s) securities are listed or traded; or

any regulatory or governmental or other authority with relevant powers to which the relevant Party (or a Party’s Affiliate) is subject or submits, whether or not the requirement has the force of law,

In respect of the agreement or consultation that is required between ‘the Parties’ pursuant to clauses 19.1 and 21.2 above and clause 20.2 below, the reference to ‘the Parties’ shall be construed as being the agreement of, or the consultation among, each of (a) the Buyer; and (b) the Sellers’ Representatives on behalf of the Sellers.

Without prejudice to clause 19, each of the Sellers (in respect of itself) and the Buyer hereby undertakes that it shall both during and after the term of this Agreement preserve the confidentiality of the Non-Disclosable Information, and except to the extent otherwise expressly permitted by this Agreement, not directly or indirectly reveal, report, publish,

Notwithstanding any other provision in this Agreement, a Party may, after consultation with the other Parties (provided that such consultation shall only be required to the extent it is practicable and permitted by law), disclose Non-Disclosable Information if and to the extent:

required by law;

required by any securities exchange on which a Party’s (or a Party’s Affiliate’s) securities are listed or traded;

required by any regulatory or governmental or other authority with relevant powers to which a Party (or a Party’s Affiliate) is subject or submits;

required to vest the full benefit of this Agreement in that Party or to enforce any of the rights of that Party in this Agreement and/or any other Transaction Documents;

required to the extent necessary to satisfy the Condition and each Party to perform its obligations under clause 6;

required by its professional advisers, officers, employees, consultants, subcontractors or agents to provide their services (and subject always to similar duties of confidentiality);

which is disclosed in accordance with the requirements for a statutory disclosure in accordance with Employment Rights Act 1996;

the other Parties have given prior written consent to the disclosure; or

it is necessary to obtain any relevant tax clearances from any appropriate Tax Authority,

The restrictions contained in this clause 20 shall cease to apply to the Buyer with respect to paragraphs (a) and (b) of the definition of Non-Disclosable Information with effect from Completion, but otherwise shall continue to apply after Completion without limit in time.

This Agreement is personal to the Parties and no Party may assign, transfer, subcontract, delegate, charge or otherwise deal in any other manner with this Agreement or any of its rights or obligations nor grant, declare, create or dispose of any right or interest in it without the prior written consent of the other Parties.

Notwithstanding clause 21.1, the Lion Sellers may assign, transfer, subcontract, delegate, charge or otherwise deal in any other manner with any of their rights under this Agreement or grant, declare, create or dispose of any right or interest in it, in each case, to any entity or fund advised or managed by the same investment advisor or manager of any of the Lion Sellers or to an entity or fund advised or managed by an Affiliate of such investment advisor or manager.

Notwithstanding clause 21.1, the Buyer may assign, transfer, subcontract, delegate, charge or otherwise deal in any other manner with any of its rights under this Agreement or grant, declare, create or dispose of any right or interest in it, in each case, to any other member of the Buyer’s Group. The Buyer shall procure that such assignee reassigns such rights under this Agreement back to the Buyer or another member of the Buyer’s Group before such assignee ceases to be a member of the Buyer’s Group.

Any purported assignment, transfer, subcontracting, delegation, charging or dealing in contravention of this clause 21 shall be ineffective.

In the event of an assignment or transfer in accordance with clause 21.2 or 21.3, the Parties agree that the liability of either the Buyer or the Sellers (as appropriate) in respect of any claim or any liability arising out of or in connection with this Agreement howsoever arising shall be no greater than it would otherwise have been had any such assignment or transfer not occurred.

the Buyer;

the Lion Sellers’ Representative; and

the Management Sellers’ Representative.

A waiver of any right, power, privilege or remedy provided by this Agreement must be in writing and may be given subject to any conditions thought fit by the grantor. For the avoidance of doubt, any omission to exercise, or delay in exercising, any right, power, privilege or remedy provided by this Agreement shall not constitute a waiver of that or any other right, power, privilege or remedy.

A waiver of any right, power, privilege or remedy provided by this Agreement shall not constitute a waiver of any other breach or default by the other Party and shall not

Any single or partial exercise of any right, power, privilege or remedy arising under this Agreement shall not preclude or impair any other or further exercise of that or any other right, power, privilege or remedy.

Except as otherwise stated in this Agreement or any other Transaction Document, each Party shall pay its own costs and expenses in relation to the negotiation, preparation, execution, performance and implementation of this Agreement and each document referred to in it and other agreements forming part of the Transaction, save that this clause 24 shall not prejudice the right of any Party to seek to recover its costs in any litigation or dispute resolution procedure which may arise out of this Agreement.

Without prejudice to clause 24.1, the Buyer shall pay any transfer tax, stamp duty and tax or other documentary taxes, capital duties or taxes, registration or filing fees or other transaction duties, or notarial fees or similar expenses or related interest or penalties in any jurisdiction payable in respect of the transfer of the Shares.

If any provision of this Agreement is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of this Agreement will remain in full force and effect and will not in any way be impaired.

If any provision of this Agreement is held to be invalid or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

Any notice, consent, request, demand, approval or other communication to be given or made under or in connection with this Agreement (each a “Notice” for the purposes of this clause 26) shall be in writing in English.

Service of notice must be affected by one of the following methods:

by hand to the relevant address set out in clause 26.4 and shall be deemed served upon delivery if delivered during a Business Day, or at the start of the next Business Day if delivered at any other time;

by prepaid first-class post to the relevant address set out in clause 26.4 and shall be deemed served at the start of the fourth Business Day after (and excluding) the date of posting;

by prepaid international airmail to the relevant address set out in clause 26.4 and shall be deemed served at the start of the sixth Business Day after (and excluding) the date of posting; or

by email to the relevant email address (if any) set out in clause 26.4 and shall be deemed served at the time of completion of transmission by the sender, if dispatched during a Business Day, or at the start of the next Business Day if dispatched at any other time, provided that a copy of the Notice is also dispatched to the recipient using a method described in clauses 26.2(a) to 26.2(c) (inclusive) no later than the end of the next Business Day and provided that any notice to be served on a Management Seller or the Management Sellers’ Representative shall not be permitted to be served by email.

In clause 26.2, “during a Business Day” means any time between 9.30 a.m. and 5.30 p.m. on a Business Day based on the local time where the recipient of the Notice is located. References to “the start of a Business Day” and “the end of a Business Day” shall be construed accordingly.

Notices shall be addressed as follows:

A Party may notify the other Parties to this Agreement of a change to its name, relevant person, address or email address for the purposes of clause 26.4 provided that such notification shall only be effective on:

the date specified in the notification as the date on which the change is to take place; or

if no date is specified or the date specified is less than five (5) clear Business Days after the date on which notice is deemed to have been served, the date falling five clear Business Days after notice of any such change is deemed to have been given.

Any communication required to be given to the Lion Sellers or the Management Sellers (as applicable) in connection with this Agreement shall be deemed to be given if it is given to the Lion Sellers’ Representative or the Management Sellers’ Representative (as applicable) named in clause 26.4, where the Lion Sellers’ Representative or the Management Sellers’ Representative (as applicable) is receiving such communication as agent for the other Lion Sellers or Management Sellers (as applicable).

The Buyer hereby irrevocably appoints the Process Agent as its agent to accept service of process in England and Wales in respect of any proceedings, service upon whom shall be deemed completed whether or not forwarded to or received by the Buyer.

The Buyer agrees to inform each of the Lion Sellers and the Management Sellers in writing of any change of address of the Process Agent within 15 Business Days of such change.

If the Process Agent ceases to act as such or to have an address in England and Wales, the Buyer irrevocably agrees to appoint a new process agent in England and Wales acceptable to the Lion Sellers and the Management Sellers and to deliver to the Lion Sellers and the Management Sellers (acting reasonably) within 15 Business Days of such appointment a copy of a written acceptance of appointment by the process agent.

Except as otherwise expressly stated, this Agreement does not confer any rights on any person or Party (other than the parties to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.

A person who is the permitted successor to or assignee of the rights of a Party is deemed to be a party to this Agreement and the rights of such successor or assignee shall, subject to and upon any succession or assignment permitted by this Agreement, be regulated by the terms of this Agreement

Notwithstanding that any term of this Agreement may be or become enforceable by a third party, the terms of this Agreement or any of them may be varied in any way or waived or this Agreement may be rescinded (in each case) without the consent of any such third party.

This Agreement, and the documents referred to or incorporated in it constitute the entire agreement between the Parties relating to the subject matter of this Agreement and supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, between the Parties in relation to the subject matter of this Agreement.

Each of the Parties acknowledges and agrees that it has not entered into this Agreement in reliance on any statement or representation of any person (whether a party to this Agreement or not) other than as expressly incorporated in this Agreement or any of the documents referred to in it.

Each of the Parties acknowledges and agrees that, save as expressly provided in this Agreement, the only cause of action available to it under the terms of this Agreement shall be for breach of contract.

Nothing in this clause 31 shall, however, operate to limit or exclude any liability for fraud.

This Agreement (and all contractual or non-contractual obligations arising therefrom) and the rights and obligations of the Parties hereunder shall be governed by and construed in accordance with English law.

The Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales in respect of any claim, dispute or difference arising out of or in connection with this Agreement.

The Buyer is a company duly incorporated and validly existing under the laws of Delaware and has the requisite power and authority to enter into and perform this Agreement.

This Agreement constitutes valid and legally binding obligations of the Buyer enforceable in accordance with its terms. Neither the entry into this Agreement nor the implementation of the transactions contemplated by it will result in:

a breach of any provision of the constitutional documents of the Buyer including its memorandum and articles of association (if applicable);

a breach of, or give rise to a default under, any contract or other instrument to which the Buyer is a party or by which it is bound; or

a breach of any applicable laws or regulations or of any order, decree or judgment of any court, governmental agency or regulatory authority applicable to the Buyer.

Subject to satisfaction of the Condition, no consent or approval of, authorisation or order of any court or any governmental, regulatory or other authority or entity which has not been obtained or made at the date of this Agreement is required by the Buyer or any of its Affiliates for the execution or implementation of this Agreement.

The Buyer has not:

entered into any arrangement or composition for the benefit of its creditors or any of them nor has it (or its agent or nominee) convened a meeting of its creditors;

submitted to its creditors or any of them a proposal under Part I Insolvency Act 1986;

entered into any arrangement, scheme, compromise, moratorium or composition with any of its creditors (whether under Part I Insolvency Act 1986 or otherwise);

made an application to the Court under section 896 Companies Act 2006 or resolved to make such an application;

presented a petition for winding up nor has a petition for winding up been presented against it which has not been withdrawn within 14 days, nor has a winding up order been made against it or a provisional liquidator appointed;

been the subject of a resolution for voluntary winding up (other than a voluntary winding up while solvent for the purposes of an amalgamation or reconstruction which has the prior written approval of the other Party) nor has a meeting of its shareholders been called to consider a resolution for winding up;

had an administrative receiver or receiver appointed in respect of all or any of its assets or the assets of any guarantor; or

had a written demand for the payment of sums due served upon it in accordance with section 123(1)(a) Insolvency Act 1986 which has not been settled or disputed.

The Buyer is not:

the subject of an interim order under Schedule 1B Insolvency Act 1986 nor has it made an application to Court for such an order;

the subject of an administration order, nor has a resolution been passed by the directors or shareholders of the Buyer for the presentation of a petition for such an order nor has a petition for such an order been presented or come into force; or

subject to a resolution passed by the directors or the shareholders of the Buyer for notice of appointment of an administrator to be filed with the Court, nor has a notice of appointment of an administrator been filed with the Court by the holder of a floating charge or by the Buyer or its directors.

The Buyer has available cash, equity commitments or loan facilities on terms which involve no preconditions which will at Completion provide in immediately available funds the necessary cash resources to pay the Consideration, and repay the facilities made available to the Companies pursuant to the Super Senior Facility Agreement and the High Yield Bond Indenture.

The Buyer is not aware as at the date of this Agreement of any fact, matter or circumstance relating to or attributable to the Buyer or the Buyer’s Group which would, or is reasonably likely to, result in a delay in (including but without limitation any fact, matter or circumstance which would result in the Transaction not achieving clearance within one-month of filing under Section 40 para. 1 German Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen)) or adversely affect, the satisfaction of the Condition prior to the Long Stop Date and which has not been expressly disclosed in writing to the Sellers’ Representatives or the Sellers’ Solicitors prior to the date of this Agreement.

payments (or accruals in respect of payments to be made) of salaries, pensions contributions, expenses, bonuses (whether contractual or discretionary), directors’ fees and any other emoluments or benefits in kind of any nature and awards and allocations of (or accruals of entitlements to) bonuses (whether contractual or discretionary), emoluments and benefits in kind of any nature and other discretionary amounts of any nature provided that any such payments, awards or allocations, or accruals in respect of such payments, awards and allocations are made or arise in the ordinary course of business consistent with past practice under any employment, service, consultancy or other agreement or arrangement between any Group Company and the recipient or beneficiary of such payment, award or allocation or collectively negotiated terms applicable to any such person, in each case that has been disclosed in the Disclosure Documents or otherwise accrued or provided for in the Management Accounts;

payments made or accruals in respect of payments to be made or liabilities otherwise incurred to the extent that any such payment, accrual or liability has been or will be irrevocably or unconditionally reimbursed in full to any Group Company by a Seller on or prior to Completion;

other payments, accruals, assumptions, indemnifications or the incurrence of any other liabilities by any Group Company to which the Buyer has given its prior consent in writing such consent not being unreasonably withheld;

payment of any amount to the extent set out in the Locked Box Schedule;

accrual (but not payment) of interest on the Loan Notes in accordance with the terms of the Loan Note Instruments;

any accumulation (but not payment) of dividend or yield on the Preference Shares in accordance with their terms; and

Tax arising in respect of any of these payments referred to at paragraphs (a) to (g) above.

On or before the date of this Agreement, the Sellers shall deliver or procure to be delivered to the Buyer:

the minutes of a duly held meeting of the directors or equivalent persons of the Lion Sellers approving the Transaction, authorising the execution by the Lion Sellers of this Agreement and any document to be delivered by the Lion Sellers at or prior to Completion;

the minutes of a duly held meeting of the directors or equivalent persons of ghd Nominees Limited approving the Transaction, authorising the execution by ghd Nominees Limited of this Agreement and any document to be delivered by ghd Nominees Limited at or prior to Completion;

as evidence of the authority of any person signing any Transaction Document a copy of the duly executed power of attorney in the Agreed Form under which any Transaction Document has been or is to be executed by any Seller;

the duly executed Warranty Deed; and

the duly executed Disclosure Letter.

The Sellers shall procure that, on or before the date of this Agreement, a meeting of the board of directors of the Company is held to approve:

the Transaction;

the execution of all Transaction Documents to which it is party;

appointing the relevant signatory or signatories to sign such Transaction Document(s) on its behalf (if required); and

subject to the occurrence of Completion: (a) the transfer of the Shares to the Buyer ; (b) the issue of a share certificate to the Buyer in respect of such Shares; and (c) writing up the register of members in respect of the transfer of the Shares to the Buyer;

The Sellers shall procure that on or before the date of this Agreement a meeting of the board of directors of Midco is held to approve subject to the occurrence of Completion: (a) the transfer of the Loan Notes in consideration for the payment of the Tranche 1 Transfer Amount and the Tranche 2 Transfer Amount (as applicable); and (b) the registration of the transfer of the Loan Notes into the register of Loan Notes.

On Completion, the Sellers shall deliver or procure the delivery to the Buyer of:

duly executed transfer documents of the Shares and Loan Notes set opposite each Seller’s respective name in Schedule 1 in favour of the Buyer or another member of the Buyer's Group designated by the Buyer;

the share certificates for the Shares and the certificates evidencing the Loan Notes (or an express indemnity in the Agreed Form if any share certificate or loan note certificate is found to be missing);

to the extent not in the possession of a Group Company, their professional advisers and/or a financial institution in relation to existing security arrangements, the share certificates in respect of all of the issued shares in the capital of each of the Subsidiaries (or an express indemnity in the Agreed Form if any share certificate is found to be missing);

a copy of any power of attorney under which any of the Transaction Documents are executed on behalf of the Sellers;

to the extent not in the possession of each Group Company or their professional advisers, the certificate of incorporation, common seal, memorandum and articles of association (together with all resolutions amending the same), minute books, statutory registers and share certificate books of each Group Company (in each case up to date up to but not including the Completion Date);

the written resignations of each of the directors notified by the Buyer to the Sellers in accordance with clause 7.12 as directors of each relevant Group Company to be effective at Completion, and in each case acknowledging that he has no claim against any Group Company whether for loss of office or otherwise and the relevant Group Company will provide a corresponding acknowledgement that it has no claims against the respective resigning director;

the Releases duly executed by each member of the Group party thereto and (where successfully procured by the Seller in accordance with Clause 7.4(d)) by each other party thereto;

duly executed copies of all other Transaction Documents not referred to in Part 1 or Part 2 of this Schedule 5; and

a certified copy of the audited consolidated financial statements for the Company for the financial year ended 30 June 2016 not subject to any qualification or reservation by the auditors.

The Sellers shall procure (in each case to the extent they are able by the exercise of any voting or contractual rights that they hold as shareholders or directors of any Group Company) that on or before the Completion Date:

a meeting of the board of directors of each Group Company is held to approve subject to the occurrence of Completion: (a) the appointment of such persons as the Buyer nominates to be appointed as directors; and (b) the resignations of those directors who are resigning from the board of directors of each Group Company as notified to the Sellers pursuant to clause 7.12;

a meeting of the board of directors of each of the relevant Target Group Companies (each as defined in the Super Senior Facility Agreement) is held to approve the Releases;

Written Resolutions as defined in the Loan Note Instruments are passed in accordance with the terms of the Loan Note Instruments approving the amendment and restatement of the Loan Note Instruments to delete paragraph (e) of condition 3.1 of each Loan Note Instrument and a supplemental deed is issued by Midco to amend and restate each Loan Note Instrument as approved in the Written Resolutions, in accordance with the terms of clause 11 of each Loan Note Instrument; and

a special written resolution of the Company is passed in order to approve, subject to the occurrence of Completion, the amendment to the articles of association of the Company amending certain provisions therein relating to the redemption of the Preference Shares on an Exit (as defined in the articles of association at the date of this Agreement) in Agreed Form in accordance with applicable law and provide a copy of the relevant resolution to the Buyer.

On or before the date of this Agreement, the Buyer shall deliver or procure to be delivered to the Sellers’ Solicitors:

A copy of: (i) the minutes (or equivalent) of a meeting of its board of directors to delegate authority to a special committee; and (ii) any resolution of such a special committee properly and validly authorised by the board of directors, in each case in the Agreed Form, authorising inter alia:

the Transaction and the execution of all Transaction Documents to which it is party; and

appointing the relevant signatory or signatories to sign such Transaction Document(s) on its behalf; and

a copy of its filing with the FCO in the agreed form;

the duly executed Warranty Deed; and

the Disclosure Letter acknowledged by the Buyer.

On Completion, the Buyer shall:

pay or procure the payment of each Seller’s portion of the Consideration to the Sellers in cleared funds in accordance with the terms of clause 8.3(c);

deliver to the Sellers’ Solicitors duly executed copies of each of the Transaction Documents to which it is a party.