Sale and Purchase Agreement, dated February 1, 2018 between Shiloh Holdings Netherlands, B.V. and Brabant Alucast Services B.V, a limited liability company organized under the laws of the Netherlands (Verres)

We hereby submit to you our proposal to enter into the following:

Land Rover Limited (JLR), DAF Trucks N.V. (DAF), Bayerische Motoren Werke A.G. (BMW) and FCA) that the existing contractual arrangements with the Company and Oss (as applicable) will continue following Completion at the same terms and conditions currently in force.

NOW, THEREFORE, in consideration of the above whereas, which constitute an essential and integral part of this Agreement, the parties agree as follows:

“Accounting Principles” means, as applicable the set of accounting rules, principles and standards consisting of the statutory rules set out in article 2423 and ff. of the Code for the preparation of the financial statements of joint-stock companies (“società per azioni”), as interpreted and integrated by the accounting principles promulgated by the Italian Accounting Body (“Organismo Italiano di Contabilità - OIC”), as consistently applied with reference to the statutory financial statements of the Company in the previous year (including, save where required by Law, regulation or generally accepted accounting practice, by using the same management estimate, materiality, calculations and presentation logic);

“Accounts” means the statutory financial statements of the Company for the period of 12 months ended on the Accounts Date;

“Accounts Date” means 31 December 2016;

“Affiliate” means, in respect of any person (other than a natural person), a person (other than a natural person) which directly or indirectly (i) is Controlling, or (ii) is Controlled by, or (iii) is subject to joint Control with, the person concerned;

“Articles” means the by-laws (atto costitutivo e statuto) of the Company as in force as at the date of this Agreement;

“Authority” means any government, government department or governmental, supranational, court, statutory or regulatory body (including any stock exchange authority), including the European Commission and any other competent authority (and in particular, among others, any anti-trust and Tax Authority);

“Books and Records” means all books, records, documents and other material (however recorded) relating to the Company;

“Bring Down Disclosure Letter” means a revised version of the Disclosure Letter prepared by the Seller and to be delivered to the Purchaser on the Bring-Down Date Disclosing any matters which have occurred between the Signing Date and the Bring-Down Date against the Seller Warranties which would constitute a breach of the Seller Warranties in such period;

“Bring-Down Date” means the date one (1) Business Day before the Completion Date;

“Business Day” means a day (other than a Saturday or Sunday or a public holiday) on which commercial banks are open for ordinary banking business in Italy, The Netherlands and the State of Ohio (U.S.A.);

“Claim” means any claim, proceeding, suit or action against the Seller arising out of or in connection with this Agreement;

“Code” means the Italian civil code, as approved by the Royal Decree, dated 16 March 1942, No. 262, as subsequently amended;

“Company” means Brabant Alucast Italy Site Verres S.r.l., as identified in Recital (A) of this Agreement;

“Completion” means the execution of the activities necessary, under any applicable Law, for the purchase and sale of the Quota, the payment of the Consideration, the completion of the activities to be carried out on the Completion Date pursuant to the Oss SPA and, in general, the execution and exchange of all documents and agreements and the performance and consummation of all the obligations and transactions required to be executed, exchanged, performed and/or consummated on the Completion Date under this Agreement (including, but not limited to, Schedule 11);

“Completion Date” has the meaning set forth under Clause 5.1;

“Conditions Precedent” has the meaning set forth under Clause 4.1;

“Consideration” has the meaning given to it in Clause 3.1;

“Control”, “Controlling” and “Controlled” has the meaning set forth in article 2359, first paragraph, No. 1 of the Code;

“Deed of Building Lease” means the deed of creation of a building lease (“Atto di costituzione di diritto di superficie e servitù”) entered into by and between the Regione Autonoma Valle d’Aosta and the Company (formerly Magnesium Products of Italy S.p.A.) on 14 February 1995;

“Designated Account” means the bank account nominated by the Seller for the payment of certain amounts under the terms of this Agreement, the details of which shall be notified by the Seller to the Purchaser no later than 4 Business Days prior to Completion;

“Disclosed” means, in respect of any fact, matter or circumstance, such fact matter or circumstance being fairly and accurately disclosed to the Purchaser in sufficient detail in order for the Purchaser to understand the importance and context of the fact, matter or circumstance so disclosed and “Disclosing” and “Disclosure(s)” shall be construed accordingly;

“Disclosure Letter” means the letter dated the same date as this Agreement from the Seller to the Purchaser, Disclosing certain matters against the Seller Warranties, attached hereto as Schedule 3;

“Disclosure Material” means the draft information memorandum dated April 2017 and all the material in the virtual data room to which access has been granted to the Purchaser and its advisors in the period comprised between 18 November until close of business on 31 January 2018, including written answers to the questions raised by the Purchaser and its advisors in connection with the Due Diligence Review (all as listed in the index attached at Schedule 4 and uploaded in the VDR USB);

“Due Diligence Review” shall have the meaning set forth under Clause 6.1;

“Encumbrance” means any pledge, charge, lien, mortgage, debenture, hypothecation, security interest, pre‑emption right, option, claim, equitable right, power of sale, pledge, retention of title, right of first refusal or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing;

“Environmental Claim” means any written directive, notice of violation or infraction, or any written notice, demand, claim, letter or request for information, written action, governmental order, Encumbrance, fine, penalty, or, as to each, any settlement or judgment arising therefrom, by or from any Authority or any other competent person to the Company asserting liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, clean-up, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from (a) the presence, release of, or exposure to, any Hazardous Materials (as defined in paragraph 10.1 of Schedule 6); or (b) any actual or alleged non-compliance with any environmental Laws or term or condition of any environmental permit;

“Environment Insurance Policy” means the warranty and insurance policy which may be executed between the Environment Insurer and the Purchaser, as the latter may determine in its sole discretion, prior to the Completion Date in connection with the Environmental Warranties;

“Environment Insurer” means the insurer/s underwriting the Environment Insurance Policy;

“Environmental Warranties” means the Seller Warranties set forth in paragraph 10 (Environmental Matters) of Schedule 6;

“Escrow Agent” shall have the meaning set forth in Clause 3.4;

“Escrow Period” shall have the meaning set forth in Clause 3.4;

“Expert” shall have the meaning set forth in paragraph 7.4.3;

“Factoring Agreement” means the factoring agreement entered into between the Company and Aosta Factor S.p.A. on 27 September 2011;

“[*]” means [*] and any other company belonging to the same group;

“[*] Claim” means the potential claim by [*] towards the Company in relation to [*] as well as other claims described in the draft settlement agreement attached hereto at Schedule 19;

“[*] Escrow Agreement” shall have the meaning set forth in Clause 3.4;

“[*] Escrow Amount” shall have the meaning set forth in Clause 3.4;

“Fundamental Warranties” means the Seller Warranties set forth in paragraphs 1 (Organization and Authority), 2 (No Conflicts; Approval), 3 (Title and Ownership) and 4 (Brokers) of Schedule 6;

“Group Trademarks” means (i) the name “Brabant Alucast”; and (ii) the Brabant Alucast logo used by the Company as at the date of this Agreement;

“Guarantees Schedule” has the meaning set forth in Clause 13.4;

“Indebtedness Schedule” has the meaning given in Clause 4.6;

“Insured Warranties” means all Seller Warranties, except for the Leakage Warranty, insured under the W&I Insurance Policy or the Environment Insurance Policy;

“Insurer” means ANV Global Services Ltd.;

“Intercompany Agreements” means any written or oral agreements, contracts and/or any other contractual relationships however in place between the Company, of the first part, and the Seller and/or any member of the Seller’s Group as identified and described in Schedule 7, including - but not limited to the Machine Lease and the Management Services Agreements;

“Intercompany Indebtedness” means the total amount of debt owed by the Company to any members of the Seller’s Group;

“Intercompany Pay-Off Amount” has the meaning defined in Clause 3.2(b);

“Law” means any law, statute, ordinance, decree, rule and regulation, code, directive, judicial, arbitral, administrative, ministerial or regulatory judgment, applicable to the Company and/or either party or otherwise to be complied with, from time to time, by the Company and/or either party;

“Leakage” means, by the Company during the period from (but excluding) the Locked Box Date to (and including) the Completion Date, any:

other than any Permitted Leakage;

“Leakage Claim” means any Claim by the Purchaser in connection with any actual or alleged breach, untruthfulness, incorrectness and/or inaccuracy of the Leakage Warranty;

“Leakage Warranty” means the Seller Warranty under paragraph 7 (No Leakage) of Schedule 6;

“Locked Box Accounts” means the financial statements of the Company as at 30 September 2017, a copy of which is attached hereto as Schedule 8;

“Locked Box Date” means the reference date of the Locked Box Accounts;

“Long Stop Date” shall have the meaning set forth under Clause 4.3;

“Loss” means, in respect of any fact, event or circumstance, damages, payments, losses, costs, expenses or other liabilities (including all interest, penalties and, to the extent reasonably and properly incurred, legal and professional costs and expenses) arising or incurred as a result of or in connection with such matter, event or circumstance, as determined in accordance with the Code (including, for the avoidance of doubt, articles 1223, 1225, 1226 and 1227 of the Code) and this Agreement (it being acknowledged and agreed that, subject to the limitations of liability set out in this Agreement, in respect of any breach of Seller Warranty the Seller shall

compensate the Purchaser for any Loss of the Purchaser or the Company which results from such breach);

“Machine Lease” means the lease agreement between the Company and Brabant Alucast International B.V. regarding the lease of a Chiron Mill Vertical Machining Centre dated 20 March 2017;

“Management Accounts” means the Company’s management accounts relating to the period of 9 months comprised between 1 January and 30 September 2017, a copy of which is attached hereto as Schedule 9;

“Management Services Agreements” means: (i) a management services agreement between the Seller and the Company dated 20 December 2013; and (ii) a management services agreement between, amongst others, Project Horizon Coöperatief U.A. and the Company dated 7 July 2016;

“Net [*] Payment Amount” means an amount equal to EUR 282,000 or any higher net amount paid (whether in cash and/or by way of offset against amounts due from [*] to the Company) by the Company in accordance with the final settlement of the [*] Claim;

“Notary” means an Italian public notary designated by the Purchaser;

“Notice of Claim” a written notice to the Seller, given by or on behalf of the Purchaser in relation to any Claim and specifying, in reasonable detail, the matter(s) which give rise to the claim, the nature of the claim and (to the extent capable of quantification) the amount claimed in respect thereof (or the Purchaser’s good faith estimate of such amount if such amount cannot be definitively quantified at the time the Notice of Claim is given);

“Permitted Leakage” means:

“[*]” means [*] and any other company belonging to the same group;

“[*] Claim” means the alleged claim by [*] regarding the alleged liability of (amongst others) the Company in relation to [*] (amongst others) the Company by [*] as notified by [*] to the Company on [*] and as more fully described in the Disclosure Letter;

“[*] Claim Cap” means EUR 1,717,500;

“Post Locked Box Date Lending” means all amounts lent to the Company by the Seller’s Group following the Locked Box Date in connection with the financing of the operating activities of the Company;

“Post Locked Box Date Lending Amount” means the amount of Post Locked Box Date Lending notified to the Purchaser in accordance with Clause 4.6(i);

“Purchaser’s Completion Documents” has the meaning given to it in Clause 9.1;

“Purchaser’s Group” means the Purchaser, its Affiliates and Affiliates’ undertakings, any holding company or parent undertaking of the Purchaser and all other Affiliates and Affiliates’ undertakings of any such holding company or parent undertaking as the case may be from time to time (and including, with effect from Completion, the Company);

“Quota” has the meaning set forth in Recital (B) above;

“Resigning Auditor” means Mr. Gianni Odisio;

“Resigning Directors” means Mr. Jamie Brundell and Mr. Johannes Vorstenbosch;

“Resigning Officer” means any Resigning Director and the Resigning Auditor;

“Related Party(ies)” means, with respect to any person, a person (i) who/which is a “parte correlata” (within the meaning of Consob resolution No. 17221 dated 12 March 2010) of such person; or (ii) who is a “stretto familiare” (within the meaning of Consob Resolution No. 17221 dated 12 March 2010) of such person; or (iii) which is Controlled by the person under (ii) above;

“Seller’s Completion Documents” has the meaning given to it in paragraph 2.1 of Schedule 11;

“Seller’s Group” means the Seller, its Affiliates and Affiliates’ undertakings, any holding company or parent undertaking of the Seller and all other Affiliates and Affiliates’ undertakings of any such holding company or parent undertaking as the case may be from time to time (but excluding, with effect from Completion, the Company and Oss and further excluding, at all times, any portfolio company of any member of the Seller’s Group);

“Seller Warranties” means those warranties set out in Schedule 6;

“Signing Date” means the date of this Agreement;

“Steps Paper” means the “Verres Sale” restructuring step plan prepared by Loyens & Loeff dated January 2018, a copy of which is attached at Schedule 5;

“Tax” means (i) any direct or indirect tax, duty, charge, levy or customs duty, including but not limited to corporate income tax, advance corporate income tax, local income tax, advance local income tax, capital gains tax, inheritance tax, value added tax, import or export duties, rates, stamp duty, registration tax, ipo-cadastral taxes, transfer taxes, net worth tax, local tax on immovable properties, tax on the increase of value of immovable properties or real property, municipal tax on land and buildings, regional tax on productive activities, waste disposal tax, custom charges and duties, excise duties, insurance and social security contributions, withholding taxes on wages, fees, passive income or any other required source, or any item of a similar nature; and (ii) any fine, penalty, surcharge, interest or other charge relating to any direct or indirect tax, duty or levy, charge or customs duty;

“Tax Authority” means any governmental or other authority competent to impose Tax on the Company whether in Italy or elsewhere or responsible for the administration and/or collection of Tax from the Company or enforcement of any applicable Law in relation to Tax;

“Tax Return” means any annual return required to be made to any Tax Authority of income, profits or gains or of any other amounts or information relevant for the purposes of Tax, including any necessary attachments thereto;

“Transaction Documents” means this Agreement, the Disclosure Letter, the Bring-Down Disclosure Letter, the Transitional Services Agreement, the Purchase Order Agreements, the Subcontracting Agreement (the two latter agreements as defined in the Oss SPA) and each of the agreements, arrangements and/or other documents entered into or to be entered into pursuant to this Agreement (including, without limitation, the Transitional Services Agreement);

“Transfer Instrument” means the notarial deed for the transfer of the Quota required pursuant to article 2470 of the Code, to be executed before the Notary substantially in the form attached as Schedule 12;

“Transitional Services Agreement” means the transitional services agreement to be finalized and agreed upon by the parties in accordance with Clause 4.7 below and to be entered into on Completion by the Company, of the first part, and the Seller (and/or a member of the Seller’s Group), of the second part;

“VAT” means VAT means value added tax as defined by article 1 of the EU Directive 2006/112/Ce and all indirect Taxes of similar nature applicable to supplies of goods/services such as GST, etc.;

“VDR USB” means the usb key, which shall be delivered by the Seller to the Purchaser on, or as soon as practicable following, the Signing Date, uploaded with all documents comprised in the virtual data room referenced in the definition of Disclosure Material;

“WHT Amount” means an amount equal to EUR 76,011.05; and

“W&I Insurance Policy” means the warranty and insurance policy executed between the Insurer and the Purchaser on the date hereof, copy of which is attached hereto as Schedule 14.

On the basis of the Locked Box Accounts, the aggregate consideration for the sale and purchase of the Quota and the satisfaction of the Intercompany Pay-Off Amount has been agreed to be an amount in cash equal to EUR 5,702,536 (five million seven hundred and two thousand five hundred and thirty six) (the “Consideration”).

The Consideration and the Post Locked Box Date Lending Amount shall be paid by the Purchaser in cash on Completion, by irrevocable wire transfer, value date on the Completion Date, as follows :

(the “Intercompany Pay-Off Amount”) shall be paid into the bank accounts notified in the Indebtedness Schedule (and shall absolutely discharge the Company for any liability against any member of the Seller’s Group in respect of the Intercompany Indebtedness as well as the Intercompany Pay-Off Amount); and

In the event that the Quota Consideration is payable into the Designated Account, the Seller shall have the right to elect in the Indebtedness Schedule that the Leakage notified under Clause 4.6 and the WHT Amount will be deducted from the Quota Consideration rather than the Intercompany Pay-Off Amount.

For the avoidance of any doubt, an example calculation of the Consideration is attached hereto as Schedule 15.

Payment of the Consideration into the accounts specified in Clause 3.2 shall constitute an absolute discharge of the Purchaser’s obligations to pay the Consideration under this Agreement and the Purchaser shall not be concerned with any subsequent payments from the Designated Account to satisfy the Company’s liabilities with regard to any Intercompany Agreements (including the Intercompany Indebtedness), it being understood that the Seller shall hold the Company fully harmless and indemnified in respect of any claims made towards the Company by any member of the Seller’s Group under any Intercompany Agreements (including, without limitation, the Machine Lease).

In the event that the [*] Claim has not been finally settled between the Company and [*] prior to the Completion Date, on the Completion Date a portion of the Consideration amounting to EUR 1,500,000.00 (one million five hundred thousand) (the “[*] Escrow Amount”) shall be deposited by the Purchaser into a bank account (the “[*] Escrow Account”) opened in the name of the Notary (the “Escrow Agent”), for the purpose of securing any Company’s payment obligations possibly arising in connection with the [*] Claim, all in accordance with the terms and conditions of the escrow agreement to be entered into by and among the Seller, the Purchaser and the Escrow Agent on or prior to the Completion Date, substantially in the form of Schedule 16 (the “[*] Escrow Agreement”). Subject to the provisions of Clauses 3.5 and 3.6 below, if by 12 noon on the last day of the twelfth (12^th) month following the Completion Date (the “Escrow Period”), a final settlement of the [*] Claim between [*] and the Company will not have been executed in accordance herewith, then the

Escrow Agent shall pay any amount deposited in the [*] Escrow Account to the Seller to the Designated Account.

(a)    The parties agree that:

If, prior to the expiry of the Escrow Period, the Purchaser will have notified the Escrow Agent that either: (i) the [*] Claim has been finally settled between [*] and the Company, or, alternatively, that (ii) [*] debited the Company and/or applied any other price reductions towards the Company in relation to the [*] Claim (and/or otherwise notified the Company and/or the Purchaser in writing of its intention to do so), and/or (iii) a lawsuit has been commenced by [*] against the Company before any competent judicial or arbitral Authority in connection therewith, paragraphs (a) to (e) below shall apply:

Pursuant to article 1353 of the Code, the obligation of the parties to proceed with the Completion pursuant to this Agreement is conditional upon the fulfilment by and no later than the Long Stop Date (as defined below), of the following conditions precedent (the “Conditions Precedent”):

As soon as practicable following the date of this Agreement and, in any event, by no later than four (4) Business Days following the Signing Date, the Purchaser shall duly file all applications, requests and other documents that are required to obtain the Clearance; the Purchaser shall use its best endeavours, and shall take all steps necessary, to obtain the Clearance as soon as possible following the Signing Date and shall keep the Seller informed in a timely fashion of all steps taken pursuant hereto, and the Seller shall (and shall cause the Company to) actively provide assistance and cooperate with the Purchaser for the preparation of the documents to be filed and for the obtainment of the Clearance as soon as possible.

Furthermore, the Purchaser agrees that in the period comprised between the Signing Date and the Long Stop Date it shall not, and shall procure that no relevant member of the Purchaser’s Group shall, acquire any business which competes with, supplies or is a customer to the Company and/or Oss and which would or might reasonably be expected to prejudice or delay the outcome of the process to obtain the Clearance.

If any of the Conditions Precedent is not fulfilled on or prior to 30 June 2018 (the “Long Stop Date”), this Agreement shall automatically terminate and the parties shall be released from all obligations hereunder except for any rights or obligations arising under Clauses 12, 14, 22 and 30 below.

On or prior to the Completion Date and effective as of such date, the Seller will procure:

It is further agreed that, between the Signing Date and the Completion Date, the parties shall promptly discuss, acting in good faith, and finalize the terms of the Transitional Services Agreements, on the basis of the draft of such agreement attached hereto as Schedule 13.

The parties acknowledge and agree that, on or following the Completion Date, the Purchaser may wish to terminate, at its own cost, the Factoring Agreement by settling any amounts outstanding thereunder as at such date. If the Purchaser informs the Seller in writing of its wish to terminate the Factoring Agreement on or immediately following the Completion Date, the Seller shall procure that, not less than 5 (five) Business Days prior to the Completion Date, the Company shall notify to the Purchaser all amounts outstanding under the Factoring Agreement (including interest and break-up fees, if any) and shall provide reasonable assistance to the Purchaser regarding any preliminary steps which the Purchaser may wish the Company to take to terminate the Factoring Agreement (provided that the Company shall not be required to: (i) communicate the existence of the Transaction or any intended termination to Aosta or any representative thereof prior to the Completion Date; or (ii) take any action which would or might reasonably be expected to result in any loss or liability for the Company prior to Completion). For the avoidance of doubt, the Seller shall not take (and shall procure that the Company does not take) any steps to terminate Factoring Agreement on or prior to Completion without

the prior request of the Purchaser.

No later than five (5) Business Days prior to the Completion Date, the Seller shall deliver a written statement (the “Indebtedness Schedule”) to the Purchaser setting out:  

Completion shall have been properly performed in accordance with the provisions of this Agreement and of the Oss SPA.

notice to the Seller, to terminate this Agreement (as well as the Oss SPA) prior to Completion and effective as at the date of the termination notice, and the parties shall be fully released from any of their respective all obligations hereunder, except for any rights or obligations arising under Clauses 12, 14, 22 and 30 below, and in any event without prejudice to any right of, or remedy available to, either party in connection with the breach by the other party of any of its obligations hereunder occurred prior to the date of termination of this Agreement.

and provided that, for the sake of clarity, the Seller’s indemnification obligations referred to in this Clause 7.1 will not be subject to any limitations under Clause 8 below and the Purchaser shall have a direct right of recourse against the Seller in relation to the Special Indemnities. For the avoidance of doubt, the amount of any Loss to be indemnified by the Seller hereunder shall not be subject to any of the monetary limitations set out in Clause 8.4 nor count against such figures.

Notwithstanding anything to the contrary provided for herein (other than Clause 8.8), the Seller shall be liable and shall indemnify the Purchaser in respect of any Leakage Claim in respect of which Notice of Claim is given in accordance with the terms of this Agreement not later than six (6) months following the Completion Date (the “Leakage Claim Period”) under the penalty of forfeiture (a pena di decadenza), provided however that the Seller’s obligations under this Clause 7.2 shall survive the expiry of the time limit provided above in respect of any Leakage Claim where Notice of Claim has been given on or prior to the expiry of the Leakage Claim Period provided further that the Seller shall have no liability for any Leakage Claim for which a Notice of Claim is issued if legal proceedings in respect of such Leakage Claim are not commenced within six (6) months of the date of Notice of Claim.

If any event occurs which the Purchaser believes that could give rise to the Seller’s liability under Clause 7.1(i), the following provisions shall apply.

in such Notice of Claim within, and no later than, the expiry of the 10th (tenth) Business Day period referred to in paragraph 7.3.1 above.

Notwithstanding anything to the contrary provided for herein (other than Clause 8.8), the Seller shall be liable and shall indemnify the Purchaser on a EUR per EUR basis in respect of any Losses suffered by the Company and/or the Purchaser in connection with any actual breach, untruthfulness, incorrectness and/or inaccuracy of any Fundamental Warranties in respect of which a Notice of Claim is given to the Seller not later than three (3) years following the Completion Date; and provided that:

The Purchaser acknowledges and agrees that, except in case of fraud (dolo) or gross negligence (colpa grave), to the maximum extent permitted under Italian law the rights and remedies under this Clause 7 in connection with any breach by the Seller of any Seller Warranties shall be exclusive and in lieu of any other right, action, defence, claim or remedy which, but for this Clause 7.6, would be available to the Purchaser under any applicable Law or otherwise in connection with, or as a consequence of, any of the Seller Warranties being untrue or inaccurate. In particular, but without limitation, except in case of fraud (dolo) or gross negligence (colpa grave) and subject to the provisions of Clause 8.8 below, to the maximum extent permitted under Italian law no inaccuracy of any of the Seller Warranties shall entitle the Purchaser to rescind or terminate this Agreement or to refuse to effect the Completion or to perform its obligations under this Agreement, prior to, on, or after the Completion Date, including under article 1460 of the Code or to commence any action under articles 1492, 1494 and 1497 of the Code.

The parties acknowledge that the Purchaser has entered into the W&I Insurance Policy in order to obtain further protection in the event of a breach of the Insured Warranties. The parties thus agree that with regard to the Seller Warranties:

such Claim (i) is based on fraud (dolo), or gross negligence (colpa grave) on behalf of the Seller or any member of the Seller’s Group and their respective Related Parties; and

Subject to Clause 8.1, the Seller shall be liable in respect of any Losses suffered by the Company and/or the Purchaser in connection with any breach, untruthfulness, incorrectness and/or inaccuracy of the Insured Warranties in respect of which a Notice of Claim is given to the Seller by, or on behalf of, the Purchaser, not later than twelve (12) months following the Completion Date; and provided that:

Without prejudice to article 1229 of the Code, anything herein or in any applicable Law to the contrary notwithstanding, the Seller shall not be liable for any Loss in respect of any breach, untruthfulness, incorrectness and/or inaccuracy of any Insured Warranties:

The Purchaser may issue a Notice of Claim to the Seller for the purposes of the W&I Insurance Policy:

Day after the expiry of the statute of limitation applicable to the situations constituting the subject matter of such Insured Warranties or giving rise to the payment obligation,

provided, however, that:

The Seller shall not be liable in respect of any Claim to the extent that the subject of such Claim has been made or is made good or is otherwise compensated for (including by any insurers or other parties) without cost to neither the Purchaser nor the Company.

Subject to applicable Laws, no liability shall attach to the Seller in respect of any Claim to the extent that:

The Seller shall not be liable under this Agreement in respect of any Claim to the extent that the Locked Box Accounts include any provision which specifically relates to the facts, circumstance or matters giving rise to any such Claim.

The Purchaser shall not be entitled to recover more than once in respect of the same Loss.

None of the limitations in this Clause 8 shall apply to any Claim which arises or is increased, or to the extent to which it arises or is increased, as the consequence of, or which is delayed as a result of, fraud (dolo) or gross negligence (colpa grave) by, or wilful concealment of, or on behalf of the Seller or any member of the Seller’s Group and their respective Related Parties.

Subject to Clauses 7.4, 8.1 and 8.2, if any event occurs which the Purchaser believes that could give rise to the Seller’s liability under Clause 7 and in respect of which the Purchaser has immediate right of recourse against the Seller in accordance herewith, the following provisions shall apply.

If a Notice of Claim is a result of a Third Party Claim, the following provisions shall apply:

applicable) not to, make or accept any settlement of any claim, action, suit or proceeding asserted or initiated against the Purchaser, and/or the Company constituting the subject matter of such Notice of Claim or, as the case may be, having resulted from any such claim, action, suit or proceeding, without the Seller’s prior written consent, which consent shall not be unreasonably withheld or delayed; and

Except as otherwise expressly provided in other provisions of this Agreement, during the period comprised between the Signing Date and the Completion Date (both dates included, the “Interim Period”), the Seller shall cause the business of the Company to be properly conducted, in its ordinary course, including the management of the net financial position and of the working capital, in a prudent and customary manner, with a view to preserving the goodwill thereof and without entering into any agreement, or incurring any obligation, liability or indebtedness or taking any other action which exceeds the limits of the ordinary conduct of business

and/or which might reasonably be expected to be detrimental to the Company and/or the Purchaser. In particular, subject to the exceptions referred to hereinabove, the Seller shall cause the Company not to do any of the following actions without the prior written consent of the Purchaser (whose consent shall not be unreasonably denied):

Between the Signing Date and through the Completion Date, the Seller procure that the Company allows the Purchaser and its representatives and advisors reasonable access to, and to take copies of, the books, records and documents of or relating in whole or in part to the Company and its business, including, without limitation, minutes, contracts, licenses, supplier lists and customer lists in the possession or control of the Company or otherwise used in the operation of its business , provided that the obligations under this Clause 10.3 shall not extend to allowing access to information which is reasonably regarded as confidential to the activities of the Seller otherwise than in relation to the Company or its business and further provided that such access shall: (i) be at the sole cost of the Purchaser; (ii) shall not unreasonably interfere with the business or operations of the Company; or (iii) require the Company to take any action which would be in breach of Law or applicable regulation.

The Seller shall and shall procure that all companies of the Seller's Group shall, as soon as reasonably practicable and in any event within six (6) months of the Completion, discontinue and remove any reference (in its websites, marketing materials and any other communication medium) to the Company and Oss wherever the same are used.

No announcement, communication or circular concerning the existence or provisions of this Agreement or any other Transaction Document shall be made or issued by or on behalf of either party or any of the Seller’s Group or the Purchaser’s Group (as applicable) without the prior written approval of the other party (such consent not to be unreasonably withheld or delayed). This shall not affect any announcement, communication

or circular required by Law or any governmental or regulatory body, court order or the rules of any relevant stock exchange or any contractual obligation. In consideration of the disclosure obligations applicable to the Purchaser's parent company in connection with the listing of its securities on a regulated market, the Seller hereby agrees (subject to applicable law and regulatory restrictions) to promptly provide the Purchaser with such information relating to the Seller (or other members of the Seller's Group) as may reasonably be required by the Purchaser, for the purpose of enabling the Purchaser to duly and timely disclose - in accordance with applicable regulations - the execution of this Agreement and the consummation of the Completion.

Subject to Clause 12.1 and save as otherwise provided for in this Agreement or reasonably required in connection with the implementation of the transactions contemplated hereby, from the Signing Date to the date falling two years following such date:

The provisions of this Clause 12.2 shall not prohibit disclosure or use of any information if and to the extent:

obligations set out herein by such person;

provided that prior to disclosure or use of any information pursuant to paragraphs (v) and (vi), the party concerned shall promptly notify (to the extent permitted by any applicable Law or regulation) the other party of such requirement with a view to providing (if reasonably practicable to do so) the other party with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use.

(each such period being a “Relevant Period”) cease to use or display in any manner whatsoever the Group Trade Marks or any similar mark, name, design or logo wherever the same are used, it being acknowledged and agreed in each case that (i) during any such Relevant Period the Company shall be entitled to use the Group Trade Marks for the purpose specified in the relevant paragraph above on terms that the Company shall cease using the Group Trade Marks for such purpose prior to or on the expiry of the applicable Relevant Period in accordance with the provisions of this Clause 13 and (ii) to the extent that at the end of the Relevant Period referenced under (c) above the Purchaser has not yet accomplished the removal of the Company's previous corporate name from any permits, license or other administrative document, but is constructively working towards such objective, Purchaser shall not be deemed to be in breach of this Clause 13.

Except where this Agreement provides otherwise, each party shall pay its own costs and expenses in connection with the negotiation, preparation and performance of this Agreement and the Transaction Documents or otherwise incurred in relation to it with a view to the sale and purchase hereunder.

The Purchaser shall bear the cost of all stamp duty, notarial fees and all registration and transfer Taxes payable in connection with the sale and purchase of the Quota. The Purchaser shall be responsible for arranging the payment of such stamp duty and all other such fees and Taxes, including fulfilling any administrative or reporting obligation in connection with such payment. The Purchaser shall indemnify the Seller and all members of the Seller’s Group against any Losses suffered as a result of the Purchaser failing to comply with its obligations under this Clause 15. The Seller shall bear the cost of all stamp duty, notarial fees and all registration and transfer Taxes payable in connection with the release of all security over the Quota or assets of the Company (if any) duly executed by the relevant members of the Seller's Group in accordance with Schedule 11.

this Clause 16.1 shall be limited to that (if any) which it would have been had no such assignment, novation, declaration of trust or change taken place.

If any payment under this Agreement constitutes the consideration for a taxable supply for VAT purposes, then in addition to that payment the payer shall pay, or if the reverse change applies account for, any VAT due, subject unless the reverse charge procedure applies, to provision of a valid VAT invoice.

The provisions of this Agreement and of the other Transaction Documents which remain to be performed following Completion shall continue in full force and effect notwithstanding Completion taking place.

Except as set forth in this Agreement or previously authorized in writing by the other party, neither party may assign, transfer, create an Encumbrance, declare a trust of or otherwise dispose of all or any part of its rights, benefits or obligations under this Agreement, save that

provided that, any such assignee shall not be entitled to receive under this Agreement any greater amount than that to which the assignor would have been entitled and neither the Purchaser nor the Seller, as applicable shall be under any greater obligation or liability than if such assignment had never occurred.

Address:         Brabant Alucast Services B.V., co/o Brabant Alucast the Netherlands Site Heijen B.V., De Grens 45, 6598DK, Heijen, the Netherlands

Email: j ***@***

Attention:         Jamie Brundell

With a copy by email (which shall not constitute notice) to:

Dechert LLP (for the attention of Ross Allardice), 160 Queen Victoria Street, London, EC4V 4QQ, ***@***

and

Endless LLP (for the attention of Simon Hardcastle) at 3 Whitehall Quay, Leeds LS1 4BF

Address:

Shiloh Industries Inc.

47632 Halyard Drive

Plymouth, MI 48170

Fax         + 1 ###-###-####

Attention:    Mr. Kenton Bednarz ***@***)

With a copy by email (which shall not constitute notice) to:

Bird&Bird Studio Legale (for the attention of Stefano Silvestri), via Borgogna No. 8, 20122 Milan, Italy, ***@***.

This Agreement contains the whole and only agreement between the parties relating to the subject matter of this Agreement and supersedes any previous written or oral agreement between the parties (or any of them) in relation to matters dealt with in this Agreement.

If there is any inconsistency between the provisions of this Agreement and those of any other Transaction Document, then the provisions of this Agreement shall prevail.

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of the parties.

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Each of the parties may enter into this Agreement by executing any such counterpart and this Agreement shall not take effect until it has been executed by all parties. By executing this Agreement, the Purchaser authorizes Mr. Kenton Bednarz to initial the Schedules (including any Annexes thereto) on its behalf.

Time shall be of the essence of this Agreement both as regards any dates, times and periods mentioned and as regards any dates, times and periods which may be substituted for them in accordance with this Agreement or by agreement in writing between the parties.

This Agreement has been entered into by the parties on the date first above written.

If you agree with the foregoing proposal, please indicate your acceptance thereof by sending us a letter which reproduces the contents of this letter and its schedules, duly initialled in each page and signed by way of acceptance by a representative authorised to bind your company in respect of the above.

Yours faithfully,

This Agreement has been entered into by the parties on the date first above written.