NOTARIAL DEED SALE AND PURCHASE AGREEMENT (WEIDENHAMMER PACKAGING GROUP GMBH AND OTHERS)

Dr. Markus Bauer, born on 21 October 1965, German citizen, with business address at Mainzer Landstrasse 61, DE 60329 Frankfurt am Main, and residential address Berger Strasse 156, DE 60385 Frankfurt am Main, Germany, identified by his German Identity Card,

Ms. Beatrice Bingel, born on 05 September 1960, German citizen, residential address Neuenheimer Landstraße 38, DE 69120 Heidelberg, Germany, identified by her German passport, (“B. Bingel”);

Mr. Ralf Weidenhammer, born on 23 October 1961, German citizen, residential address Eichendorffstraße 17, DE 69126 Heidelberg, Germany, identified by his German passport, (“R. Weidenhammer”);

Mr. Oliver Weidenhammer, born on 17 May 1964, German citizen, residential address Hirschgasse 9, DE 69120 Heidelberg, Germany, identified by his German Identity Card, (“O. Weidenhammer”);

Mr. Robert Carsten Tiede, born on 10 June 1958, citizen of the United States of America, residential address 334 Equestrian Road, Hartsville, SC 29550, USA, identified by his US passport, and

Mr. Kevin Patrick Mahoney, born on 26 December 1955, citizen of the United States of America, residential address 108 Woodcreek Road, Darlington, SC 29532, USA, identified by his US passport,

duly empowered attorneys-in-fact, released from the restrictions imposed by § 181 German Civil Code, in the name and on behalf of

as duly authorized officers in the name and on behalf of

Arthur Weidenhammer, born on 06 January 1933, residential address Neuenheimer Landstraße 38, 69120 Heidelberg, Germany (“A. Weidenhammer”);

Beatrice Bingel, born on 05 September 1960, residential address Neuenheimer Landstraße 38, 69120 Heidelberg, Germany (“B. Bingel”);

Ralf Weidenhammer, born on 23 October 1961, residential address Eichendorffstraße 17, 69126 Heidelberg, Germany (“R. Weidenhammer”);

Oliver Weidenhammer, born on 17 May 1964, residential address Hirschgasse 9, 69120 Heidelberg, Germany (“O. Weidenhammer”);

Fregalla Weidenhammer GmbH & Co. KG, a partnership with a general partner duly organized and existing under the laws of Germany, having its principal registered office at Mannheimer Landstraße 4, 68782 Brühl, registered with the commercial register of the local court (Amtsgericht) of Mannheim under HRA 705699 (“Fregalla”), for purposes of the US Transfer Documentation;

Sonoco Deutschland Holdings GmbH, a limited liability company duly organized and existing under the laws of Germany, having its principal registered office at Fennastrasse 94, 48529 Nordhorn, registered with the commercial register of the local court (Amtsgericht) of Osnabrück under HRB 130544 (“Purchaser”); and

Sonoco Products Company, a corporation duly organized and existing under the laws of South Carolina, United States of America, with a business address at 1 North Second Street, Hartsville, South Carolina, USA 29550 (“Parent Guarantor”).

Sellers together own 100% of the issued and outstanding shares of Weidenhammer Packaging Group GmbH as detailed in Schedule A hereto (together the “Shares”), a limited liability company duly organized and existing under the laws of Germany, having its principal registered office at 1. Industriestraße 26, 68766 Hockenheim, registered with the commercial register of the local court (Amtsgericht) of Mannheim under HRB 421663 (“WPG “).

100% of the issued and outstanding shares of Weidenhammer Plastic Packaging GmbH, a limited liability company duly organized and existing under the laws of Germany, having its principal registered office at 1. Industriestraße 26, 68766 Hockenheim, registered with the commercial register of the local court (Amtsgericht) of Mannheim under HRB 422515 (“WPP”), which in turn owns 50% of the issued and outstanding shares of SMB GmbH, a limited liability company duly organized and existing under the laws of Germany, having its principal registered office at 1. Industriestraße 26, 68766 Hockenheim, registered with the commercial register of the local court (Amtsgericht) of Mannheim under HRB 710032 (“SMB GmbH”);

50% of the limited partnership interest in Weidenhammer Packungen GmbH & Co. KG, a limited partnership duly organized and existing under the laws of Germany, having its registered office at 1. Industriestraße 26, 68766 Hockenheim, registered with the commercial register of the local court (Amtsgericht) of Mannheim under HRA 420824 (“WH GmbH & Co. KG”) which in turn owns the other 50% of the issued and outstanding shares of SMB GmbH;

100% of the issued and outstanding shares in Dorpak B.V., with business seat in Bunsenstraat 38, 3316 GC Dordrecht Zuid-Holland, The Netherlands , registered in the Kamer van Koophandel under dossier number 23035630 (“Dorpak”);

100% of the issued and outstanding shares in Weidenhammer UK Limited, with business seat in Royds Hall Lane Off Halifax Road, Buttershaw, Bradford BD6 2LQ, United Kingdom, registered at Companies House under company number 03843292 (“WH UK”);

100% of the issued and outstanding shares in Weidenhammer France SAS, with business seat in 194 Allée de la Croix des Hormes, 69250 Montanay, France, registered in the company register of Lyon (RCS Lyon) under number 383 582 954 (“WH France”) which in turn holds 100% of the issued and outstanding shares in Neuvibox SAS, with business seat in 194 Allée de la Croix des Hormes, 69250 Montanay, France , registered in the company register of Lyon (RCS Lyon) under number 388 498 032 (“Neuvibox”);

99.997% of the issued and outstanding shares in Weidenhammer Hellas S.A., with business seat in Thesi Kamini, 320 11, Inofyta Viotias, Greece, registered under company registration number 55133/11/V/03/18 (“WH Hellas”);

50% of the issued and outstanding shares in OOO Weidenhammer Russia, with business seat in Dobroselskaja Street 224-B, 600032 Vladimir, Russian Federation, registered under company registration number 1093340001072 (“WH Russia”);

100% of the issued and outstanding shares in Weidenhammer Belgium BVBA, with business seat in Egide Walschaertsstraat 7, 2800 Mechelen, Belgium, registered in the company register under number 0455.930.583 (“WH Belgium”);

65% of the issued and outstanding shares in Weidenhammer Chile Ltda., with business seat in El Arroyo 890, Lampa, Santiago, Chile, registered in the commercial register of Santiago under no. 7169, file no. 10545 (“WH Chile”);

100% of the issued and outstanding shares in Weidenhammer Polska sp. z o.o., with business seat in ul. Wawelska 15 B, 02-034 Warszawa, Poland, registered in the national court register (KRS) under number 0000449675 (“WH Polska”);

100% of the issued and outstanding shares in Weidenhammer Sweden AB, with business seat c/o DLA Nordic, Box 7315, 103 90 Stockholm, registered in the Swedish company register (bolagsverket) under number ###-###-#### (“WH Sweden”);

WPG furthermore owns 50% of the issued and outstanding shares in Sleeve Pack Kft., 100% of the issued and outstanding shares in Weidenhammer Corporation and Weidenhammer Corporation in turn owns 1% and Sellers own 99% of the issued and outstanding shares in Weidenhammer Packaging LP, a limited partnership duly organized and existing under the laws of Georgia, United States of America, with business address at 1230 Peachtree St NE Ste 3100, Atlanta, GA

A. Weidenhammer is limited partner with a fixed equity interest (limited partner’s contribution/capital interest and also amount guaranteed - Pflichteinlage- und zugleich Haftsumme) of EUR 3,500,000.00, constituting 50% of the limited partnership interest in WH GmbH & Co. KG (“Partnership Interest”) and 100% of the issued and outstanding shares of Weidenhammer GmbH (“WH GmbH Shares”), a limited liability company duly organized and existing under the laws of Germany, having its principal registered office at 1. Industriestraße 26, 68766 Hockenheim, registered with the commercial register of the local court (Amtsgericht) of Mannheim under HRB 420194 (“WH GmbH”) and being the general partner of WH GmbH & Co. KG.

R. Weidenhammer presently holds a share of 0.003% in WH Hellas, which shall be transferred to WPG prior to Closing. The 50% share presently held by OOO Greiner Packaging in WH Russia will also be acquired by and transferred to WPG before Closing.

WPG, WH GmbH & Co. KG and WH GmbH are hereinafter referred to as the “Target Companies”. The Target Companies and the Subsidiaries are engaged in the business of manufacturing rigid and convenience packaging made of cardboard and plastic (the “Business”), with the exception of SMB GmbH which in respect of the Business operates an employee participation scheme.

Dorpak is the owner of certain business-related real estate which prior to or at the Closing of the Transaction will be sold and transferred to Affiliates of Sellers which are not Target Group Companies and which real estate, prior to or at the Closing of the Transaction, will be leased back by such Affiliates of Sellers to Dorpak.

Fregalla has established a new Delaware, USA, limited liability company, the Weidenhammer New Packaging LLC (“US Company”), into which WH LP will transfer its assets. At Closing Fregalla will transfer 40% of the equity in US Company to Purchaser.

Sellers have entered into an atypical silent partnership agreement (Atypische Stille Beteiligung) with WPG on 22 December 1997 (“Silent Partnership”). Sellers will terminate the Silent Partnership as of the Closing Date.

On the terms and subject to the conditions set forth herein, Sellers desire to sell and transfer and Purchaser desires to purchase and assume, or (as hereafter provided) cause its indirect wholly-owned subsidiary to purchase and assume the Shares, the Partnership Interest, the WH GmbH Shares, and the Purchaser US Participation.

It is the intention of the Parties (as defined below) hereto that, upon the consummation of the transactions contemplated by this Agreement (the “Transaction”) Purchaser or its Affiliates (as designated by Purchaser) shall own the Shares, the Partnership Interest, the WH GmbH Shares, and the Purchaser US Participation.

Each Seller hereby sells to Purchaser all of his or her Shares in WPG. Subject to (i) the fulfillment (or waiver) of the Conditions Precedent pursuant to Section 4 and as confirmed by the Parties in the Closing Memorandum delivered pursuant to Section 5.2(p), (ii) the payment of the Initial Purchase Price pursuant to Section 5.2(j), (iii) the payment of the Escrow Amount pursuant to Section 5.2(k) and (iv) the payment of the purchase price for the amount of the Shareholder Loans pursuant to Section 5.2(m), the payment of the purchase price for the Silent Partnership Compensation Claims pursuant to Section 5.2(n), each Seller hereby transfers to Purchaser all of his or her Shares in WPG with economic effect and with effect in rem as of the Closing Date. Purchaser hereby accepts each of such sales and transfers.

A. Weidenhammer hereby sells to Purchaser all of his Partnership Interest in WH GmbH & Co. KG. Subject to (i) the fulfillment (or waiver) of the Conditions Precedent pursuant to Section 4, as confirmed by the Parties in the Closing Memorandum delivered pursuant to Section5.2(p), (ii) the payment of the Initial Purchase Price pursuant to Section 5.2(j), (iii) the payment of the Escrow Amount pursuant to Section 5.2(k), (iv) the payment of the purchase price for the amount of the Shareholder Loans pursuant to Section 5.2(m), the payment of the purchase price for the Silent Partnership Compensation Claims pursuant to Section 5.2(n), and (v) the registration of Purchaser as limited partner by right of subrogation (Sonderrechtsnachfolge) in the commercial register of WH GmbH & Co. KG by a note regarding the succession in title (Rechtsnachfolgevermerk), A. Weidenhammer hereby transfers to Purchaser all of his Partnership Interest in WH GmbH & Co. KG with economic effect and with effect in rem as of the Closing Date. Purchaser hereby accepts such sale and transfer.

A. Weidenhammer hereby sells to Purchaser all of his WH GmbH Shares in WH GmbH. Subject to (i) the fulfillment (or waiver) of the Conditions Precedent pursuant to Section 4 as confirmed by the Parties in the Closing Memorandum delivered pursuant to Section 5.2(n), (ii) the payment of the Initial Purchase Price pursuant to Section 5.2(j), (iii) the payment of the Escrow Amount pursuant to Section 5.2(k) and (iv) the payment of the purchase price for the amount of the Shareholder Loans pursuant to Section 5.2(m), the payment of the purchase price for the Silent Partnership Compensation Claims pursuant to Section 5.2(n), A. Weidenhammer hereby transfers to Purchaser all of his WH GmbH Shares in WH GmbH with economic effect and with effect in rem as of the Closing Date. Purchaser hereby accepts such sale and transfer.

The sale and transfer of the Shares and the WH GmbH Shares shall each include all ancillary rights pertaining thereto, including the right to participate in the profits for the current business year and profits for preceding business years which have not been distributed and which shall accrue to the account of Purchaser.

The sale and transfer of the Partnership Interest shall include all claims, rights and obligation in connection with the Partnership Interest, in particular the accounts to which the limited partnership agreement of WH GmbH & Co. KG refers, i.e. the fixed account (Kapitalkonto), the reserve account (Rücklagenkonto), the current account (Kontokorrentkonto) and the loss carry-forward account (Verlustvortragskonto). The sale and transfer by A. Weidenhammer to Purchaser pursuant to the Settlement Sale and Transfer Agreement of his repayment claims relating to the AW Shareholder Loans against payment of the amount of such Shareholder Loans by Purchaser to A. Weidenhammer shall remain unaffected, irrespective of the fact that the repayment claim is booked on the capital account II (Fremdkapitalkonto/Kapitalkonto II) of WH GmbH & Co. KG.

two hundred and eighty six million Euro (EUR 286,000,000.00) (the “Enterprise Value”);

plus an amount equal to the Closing Cash;

minus an amount equal to the Closing Financial Debt; and

either plus the amount by which the Closing Net Working Capital Amount exceeds EUR 37,010,896 Euro (EUR thirty-seven million ten thousand eight hundred and ninety-six) (the “Target Net Working Capital Amount”) (in the case of such excess) or less the amount by which the Closing Net Working Capital Amount falls short of the Target Net Working Capital Amount (in the case of such shortfall);

At Closing, Purchaser shall pay to Sellers the Initial Purchase Price (as defined in Section 3.6) less the Escrow Amount which Purchaser shall pay to the Escrow Agent. At Closing, Purchaser, furthermore shall make the Closing Debt Payments. The amount of the Initial Purchase Price, less the Escrow Amount, shall be paid in Euro by irrevocable wire transfer of immediately available funds into Sellers’ Account or such other account designated by Sellers in writing to Purchaser at least five (5) Business Days prior to Closing. The Escrow Amount shall be paid in Euro by irrevocable wire transfer of immediately available funds into an account of the Escrow Agent designated pursuant to the Escrow Agreement. The Closing Debt Payments shall be paid in Euro by irrevocable wire transfer of immediately available funds to the financial institutions to which such amounts are due.

Sellers acknowledge and agree that once the Initial Purchase Price has been paid to Sellers’ Account, the Escrow Amount has been paid to the Escrow Agent’s account and the Closing Debt Payments have been made, each in accordance with this Section 3.2, Purchaser shall, subject to possible adjustments pursuant to Section 3.7, have discharged in full and finally its obligation to pay the Purchase

Without undue delay after the date of this Agreement, the Parties shall jointly appoint the Escrow Agent to serve as their joint agent to receive and hold on behalf of both Parties the Escrow Amount. The Parties shall instruct the Escrow Agent to open without undue delay (unverzüglich) after the date of this Agreement a bank account to receive payment by Purchaser of the Escrow Amount (the “Escrow Account”) and to notify the Parties of the details of the Escrow Account.

The terms and conditions regarding the Escrow Account and the release of funds therefrom are set forth in the Escrow Agreement to be executed between the Parties and the Escrow Agent and delivered prior to the Closing Date.

The allocation of the Purchase Price (and the various components thereof) shall be as set out in Schedule 3.4. If the Purchase Price is adjusted in accordance with Section 3.7, or as a result of other adjustments under this Agreement (all of which shall be deemed as changes to the Purchase Price) the Parties shall restate the allocation of the Purchase Price accordingly.

The Sellers shall be jointly and severally liable towards Purchaser for all of their respective obligations and undertakings under this Agreement, including the Sellers Warranties.

At Closing, Sellers shall each sell and assign their respective repayment claims against WPG and against WH GmbH & Co. KG regarding the Shareholder Loans to Purchaser, and Purchaser shall pay at Closing, to Sellers the aggregate amount of the Shareholder Loans as set out in and calculated pursuant to Exhibit 1 (E) on the basis of a sale and transfer agreement substantially in the form as attached as Schedule 3.5(a) hereto (“Settlement Sale and Transfer Agreement”).

At Closing, Sellers shall (i) terminate the Silent Partnership by way of a termination agreement substantially in the form as attached as Schedule 3.5(b) hereto

Promptly after the Closing Date and no later than ninety (90) days following the Closing Date, Purchaser shall deliver to Sellers the Closing Accounts. The Closing Accounts shall be accompanied by Purchaser’s good faith calculations (the “Purchaser’s Proposed Calculations”) of (i) the amount of the Closing Cash, Closing Financial Debt and Closing Net Working Capital Amount and (ii) a calculation of the Purchase Price based on the amounts set forth in the Closing Accounts. The costs for the preparation of the Closing Accounts shall be borne by WPG.

After the Closing Date, Purchaser shall provide Sellers and Sellers’ advisors with all required access, during normal business hours, to the accounting and other personnel and to the books and records of the Target Group Companies, as the

In the event that Seller does not object to Purchaser’s Proposed Calculations and the Closing Accounts by written notice of objection (the “Notice of Objection”) delivered to Purchaser within thirty (30) Business Days after Sellers’ receipt of Purchaser’s Proposed Calculations and the Closing Accounts, the Closing Accounts and the calculation of the Purchase Price pursuant to Purchaser’s Proposed Calculations shall be deemed final and binding. A Notice of Objection under this Section 3.7(c) shall set forth in detail Sellers’ alternative calculations of (i) the amount of the Closing Cash, the Closing Financial Debt and the Closing Net Working Capital Amount and (ii) a recalculation of the Purchase Price based on such amounts, each clarifying any deviations to Purchaser’s Proposed Calculations.

If Sellers deliver a Notice of Objection to Purchaser within the thirty (30) Business Day period referred to in Section 3.7(c), then any element of Purchaser’s Proposed Calculations that is not in dispute on the date such Notice of Objection is given shall be treated as final and binding and any dispute regarding amounts, calculations or accounting items (each a “Closing Account Dispute”) shall be resolved as set forth in sub‑sections (e) through (i) below.

Sellers and Purchaser shall promptly endeavor in good faith to resolve the Closing Account Disputes listed in the Notice of Objection. If the Parties fail to reach such an agreement within twenty one (21) days from the date when Sellers delivered the Notice of Objection, the Closing Account Dispute may be referred, at the request of either Party, for decision to an independent chartered accountant, primarily Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, and if unavailable, BDO International, and if neither are available, an accountant appointed by the chairman of the management board of the Institute of Public auditors in Germany (Vorsitzender des Vorstandes des Instituts der Wirtschaftsprüfer in Deutschland) in Düsseldorf (the “Closing Expert”); provided, that if no such notice of referral is made by either Party within the twenty one (21) day period from the delivery of the Notice of Objection, the recalculation of the Initial Purchase Price pursuant to Notice of Objection shall be deemed final and binding.

Sellers and Purchaser shall use their commercially reasonable efforts to cause the Closing Expert to render a decision in accordance with this Section 3.7 along with a statement of reasons thereto within thirty (30) days of the submis-

If Sellers and Purchaser submit any Closing Account Dispute to the Closing Expert for resolution, Sellers and Purchaser shall each pay their own costs and expenses incurred under this Section 3.7, and all fees and expenses of the Closing Expert shall be borne equally by the Parties, except in each case if the Closing Expert determines that the allocation of such costs and expenses should be allocated between Purchaser and Seller in another manner, e.g. considering the relative merit of the Parties’ positions in the Closing Account Dispute.

The Closing Expert shall act as an expert in the meaning of § 317 BGB and not as an arbitrator to determine, based upon the provisions of this Section 3.7, only the Closing Account Dispute and the determination of each amount, calculation or accounting item of the Closing Account Dispute shall be made solely in reliance on submissions and supporting material provided by the Parties; any such submissions made by one Party shall also be disclosed to the other Party. Sellers and Purchaser shall cooperate with and assist, and shall cause their respective accountants and the Target Group Companies to cooperate with and assist the Closing Expert in the conduct of its review. The Closing Expert may not resolve that the value of a particular disputed item is higher or lower, as applicable, than the highest or lowest value proposed for such item by Sellers or Purchaser, and the aggregate adjustment to be payable by either Party may not be greater or less than the highest or lowest amount proposed by Sellers or Purchaser. The Closing Expert’s decision (in the absence of manifest error, negligence and/or fraud) shall be final and binding on the Parties.

Upon the determination of the Purchase Price, Sellers or Purchaser, as the case may be, shall make, or cause to be made, the payment required by this Section 3.7(i). The amount payable by Sellers or Purchaser pursuant to this Section 3.7(i) is referred to herein as the “Purchase Price Adjustment” and shall be treated as an adjustment to the Initial Purchase Price.

If the Purchase Price exceeds the Initial Purchase Price, then (i) Purchaser shall pay to Sellers the amount of such difference within ten (10) Business Days of the determination of the Purchase Price, such Purchaser Price Adjustment to be paid in accordance with Section 3.2 and (ii) the Parties will instruct the Escrow Agent to release to Sellers the full amount of the Purchase Price Adjustment Escrow Funds.

If the Purchase Price falls short of the Initial Purchase Price, then the amount of such difference shall be released from the Escrow Account to Purchaser within ten (10) Business Days of the determination of the Purchase Price, provided that, if the amount of such difference exceeds Four Million Euros (€4,000,000.00) (the “Purchase Price Adjustment Escrow Funds”), then in addition to the aforementioned escrow release, all amounts in excess of such Purchase Price Adjustment Escrow Funds shall be paid by wire transfer of immediately available funds to Purchaser’s Account or such other account designated by Purchaser in writing to Sellers. To the extent that any portion of the Purchase Price Adjustment Escrow Funds are not released to Purchaser under this paragraph, the Parties will instruct the Escrow Agent to release to Sellers the full amount of such remainder of the Purchase Price Adjustment Escrow Funds.

The amount due shall bear interest from the Closing Date to the day when paid in accordance with (i) or (ii) above at a rate of 5 (five) per cent per annum.

The German Federal Cartel Office (Bundeskartellamt)

shall have notified Sellers and/or Purchaser in writing that it will not prohibit the Transaction either unconditionally or subject to the fulfilment of certain conditions or obligations (Auflagen oder Bedingungen) provided that Purchaser shall only be obligated to accept any such conditions or obligations (Auflagen oder Bedingungen) in accordance with Section 4.7;

shall have failed to notify the Sellers and Purchaser within one month after filing of the proposed Transaction in accordance with § 39 German Act against Restraints on Competition (Gesetz gegen Wettbewerbsbeschränkungen - GWB) that it has initiated a formal investigation; or

shall have failed to issue an order pursuant to § 40 para. 2 sentence 1 GWB within the time periods required pursuant to § 40 para. 2 GWB.

The Russian Federal Antimonopoly Service

shall have declined jurisdiction over the Transaction (in particular through the provision of a comfort letter stating that local merger control regulations are not applicable);

shall have notified Sellers and/or Purchaser in writing that it will not prohibit the Transaction either unconditionally or subject to the fulfilment of certain conditions or obligations (Auflagen oder Bedingungen) provided that Purchaser shall only be obligated to accept any such conditions or obligations (Auflagen oder Bedingungen) in accordance with Section 4.7; or

shall be deemed - through the expiration of time periods available for its investigation under local competition law - to have granted clearance of the Transaction.

The Turkish competition authority

shall have declined jurisdiction over the Transaction (in particular through the provision of a comfort letter stating that local merger control regulations are not applicable);

shall have notified Sellers and/or Purchaser in writing that it will not prohibit the Transaction either unconditionally or subject to the fulfilment of certain conditions or obligations (Auflagen oder Bedingungen) provided

shall be deemed - through the expiration of time periods available for its investigation under local competition law - to have granted clearance of the Transaction.

The representations and warranties given by Sellers to Purchaser under Section 8.1 in this Agreement shall be true and correct on the date thereof and at and as of the Closing Date, as if made at and as of each such dates;

There shall not be: (i) any Order of any nature issued by a Governmental Authority with competent jurisdiction directing that the Transaction or any aspect of it not be consummated as herein provided; or (ii) any Proceeding pending wherein an unfavorable Order would prevent the performance of this Agreement or the consummation of the Transaction, declare unlawful the Transaction or cause the Transaction to be rescinded, whereby the Parties agree that merger control proceedings shall be governed by Sections 4.1, 4.2(c) and 4.7 and shall not be included in the Proceedings under this Section 4.2(b);

There shall not be any Order of a merger control authority of any nature with competent jurisdiction directing that the Transaction is unlawful or may not be consummated (provided that Purchaser’s obligations set forth in Section 4.7(c) shall not be affected hereby);

The Due Diligence Review shall have been completed to Purchaser’s satisfaction and no Material Adverse Change, including by way of a violation of Sellers’ Warranties, shall have occurred or become known to the Sellers or Purchaser prior and up to the Closing Date;

Sellers shall have established the US Company in the legal form of a Delaware limited liability company and Weidenhammer LP shall have transferred its business and assets to the US Company by way of a transfer agreement substantially in the form of Schedule 4.2(e)(i)(“US Asset Transfer Agreement”). Sellers and Parent Guarantor shall have executed documentation required for the transfer of a 40% share in the capital of the US Company by the Sellers to Parent Guarantor substantially in the form of Schedule 4.2(e)(ii) (“US Transfer Documentation”) and an operating agreement with respect to the Parties’

Sellers shall have procured that Dorpak shall have sold and transferred its business property (consisting of land and buildings) to the Sellers or Sellers’ designee on terms as set out in Schedule 4.2(f) which terms shall not adversely affect the Business;

The Target Group Companies and Sellers (or their respective Affiliates) shall have executed a lease agreement regarding the lease of real estate and buildings used by Dorpak which lease shall extend over a five (5) year term as of the Closing Date. The financial terms of such lease agreement shall be substantially similar to the terms on which such real estate is presently used by Dorpak to the signing of this Agreement, and such lease shall be substantially in the form attached hereto as Schedule 4.2(g) (the “Dorpak Lease”);

Transfer of 50% stake in WH Russia to WPG shall have occurred;

Each of the real property leases between a Target Group Company and an Affiliate of Sellers shall have been amended so as to, (i) extend the terms of such leases for an initial five year term to commence on the Closing Date on the same general terms as are currently in effect with the possibility of two five year renewal terms at rental rates reflecting a two percent per year escalation clause and (ii) to exclude from such leases any right of the lessor to terminate such leases prior to the end of their respective terms;

Haus + Co Projektmanagement GmbH and WPG shall have entered into the Transition Services Agreement replacing the current services agreement between such parties;

All intercompany agreements between a Target Group Company, on one hand, and Sellers or an Affiliate of Sellers, on the other hand, shall have been terminated, with the exception of Sellers’ Surviving Relationships;

Transfer of all of the issued and outstanding shares of Sleeve Pack Kft., as described in the recitals to this Agreement, shall have occurred;

Transfer of all of the issued and outstanding shares of Weidenhammer Corporation, as described in the recitals to this Agreement, shall have occurred;

All Intercompany Debt shall have been settled, not taking into account the Shareholder Loans which shall be settled pursuant to Section 3.5(a) and the Si-

Transfer of all shares in WH Hellas held by R. Weidenhammer shall have been transferred to WPG; and

Arrangements shall have been made to make the Closing Debt Payments.

There shall not be: (i) any Order of any nature issued by a Governmental Authority with competent jurisdiction directing that the Transaction or any aspect of it not be consummated as herein provided; or (ii) any Proceeding pending wherein an unfavorable Order would prevent the performance of this Agreement or the consummation of the Transaction, declare unlawful the Transaction or cause the Transaction to be rescinded, whereby the Parties agree that merger control proceedings shall be governed by Sections 4.1, 4.3(b) and 4.7 and shall not be included in the Proceedings under this Section 4.3(a);

There shall not be any Order of a merger control authority of any nature with competent jurisdiction directing that the Transaction is unlawful or may not be consummated (provided that Purchaser’s obligations set forth in Section 4.7(c) shall not be affected hereby);

The Board of Directors of Purchaser shall have given its approval to the Transaction;

Sellers and Parent Guarantor shall have agreed on the US Transfer Documentation and the Operating Agreement.

Purchaser and Sellers have procured that Dorpak and Sellers' appropriate Affiliate have executed the Dorpak Lease.

If any of the Conditions Precedent have not been fulfilled or waived by the relevant Party prior to 31 December 2014, either Party shall, at any time, be entitled to terminate this Agreement by written notice with immediate effect; provided, in each case, that the Party that was responsible for the failure of the respective Condition Precedent to be fulfilled in breach of this Agreement shall not be entitled to terminate this Agreement. Upon termination of this Agreement pursuant to the preceding sentence, all rights and obligations of the Parties hereunder shall terminate without any liability of any Party to the other Parties (other than for breach of this Agreement prior to such termination and without prejudice to any remedies available under the Law for breach of contractual obligation) and subject to item (b) below.

This Section 4.6 and Sections 12.2 (Public Announcements), 12.3 (Costs and Expenses), 12.5 to 12.11 (Assignment, Entire Agreement, Partial Invalidity, Notices, Governing Law, Arbitration and Confidentiality of Arbitration) as well as the confidentiality agreement entered into between Sellers and Purchaser on February 24, 2014, shall survive any termination of this Agreement.

Purchaser shall ensure subject to the cooperation of the Sellers that any filings necessary in connection with any merger control clearance referred to in Section 4.1 and any other filings with, or notifications to, any governmental authority required in connection with this Agreement will be made, or if initiated prior to the date of this Agreement, will be completed, without undue delay after the date hereof. Any filings made by Purchaser shall require the prior written consent of Sellers which shall not be unreasonably withheld or delayed. The Sellers will provide Purchaser with all necessary information and/or data that is required to submit a complete filing to the competent authorities without undue delay.

In order to obtain all requisite approvals for the Transaction under merger control Laws, Purchaser and Sellers shall (i) reasonably cooperate in all respects with each other in the preparation of any filing or notification and in connection

Purchaser may waive (zurücknehmen) filings with the competent authorities or agree with such authorities on the extension of any examination period only with the express prior written consent of the Sellers which shall not be unreasonably withheld or delayed. Purchaser is obligated to offer, consent, and comply with, obligations or conditions (Auflagen und Bedingungen) or other agreements required by any competent merger control authority as a condition to the clearance of the Transaction, unless such obligations or conditions (Auflagen und Bedingungen) or other agreements (i) involve a divesture of any facility or (ii) have an overall impact on the Enterprise Value of Purchaser’s business after Closing (including the Target Group Companies) in excess of EUR 15,000,000.00. In case that either of the conditions in items (i) and (ii) in the preceding sentence are met, Purchaser shall consider in good faith (but shall not be obligated) to offer, consent, and comply with, any such obligations or conditions (Auflagen und Bedingungen) or other agreements required by any competent merger control authority. In case Purchaser proceeds with the Closing and accepts such obligations, conditions or agreements, Purchaser may not request any adjustment of the Purchase Price or other amendment of this Agreement as a result of any divestiture or of any decision by a competent authority after the Closing Date prohibiting any transaction contemplated hereby. For the avoidance of doubt, any compensation received in connection with the implementation of such obligations, conditions or agreements shall be for the benefit of Purchaser. After reasonably cooperating with Sellers with respect to any proceedings involving any competent merger control authority, Purchaser shall be entitled to file an appeal against any prohibition decisions made by such authority.

Purchaser shall deliver to Sellers evidence of the fulfillment of the Closing Condition pursuant to Section 4.1.

Sellers shall deliver to Purchaser all required consents regarding the transfer of the Shares, of the Partnership Interest, and of the WH GmbH Shares, as well as respective waivers of Sellers’ pre-emption rights, rights of first refusal, comparable contractual rights and all other rights of Sellers against any Target Group Company, substantially in the form as attached hereto as Schedule 5.2(b).

Sellers (or Sellers’ Affiliate) and Parent Guarantor shall enter into the Operating Agreement.

Sellers (or Sellers’ Affiliates) and Parent Guarantor shall execute the US Transfer Documentation.

Sellers shall provide Purchaser with documentation showing that the property transfer as outlined in Section 4.2(f) has become legally effective.

Sellers shall procure that the relevant contract parties conclude the Dorpak Lease as outlined in Sections 4.2(g).

Sellers shall provide Purchaser with a copy of the executed Silent Partnership Termination Agreement.

Sellers shall provide Purchaser with such resignations and releases of the officers and directors of each of the Target Group Companies as Purchaser has requested at least ten (10) Business Days prior to Closing.

Sellers and Purchaser shall enter into the Settlement Sale and Transfer Agreement.

Purchaser shall pay the Initial Purchase Price pursuant to Section 3.2.

Purchaser shall pay the Escrow Amount pursuant to Section 3.2.

Purchaser shall make the Closing Debt Payments pursuant to Section 3.2.

Purchaser shall pay the purchase price for the Shareholder Loans to Sellers in accordance with the Settlement Sale and Transfer Agreement.

Purchaser shall pay the purchase price for the Silent Partnership Compensation Claims to Sellers in accordance with the Settlement Sale and Transfer Agreement.

Sellers shall provide Purchaser with documentation showing that the transfers as outlined in Section 4.2(l), 4.2(m) and 4.2(o) have become legally effective and all Intercompany Debt have been settled pursuant to 4.2(n).

After all items in Sections 5.2(a) through 5.2(o) (collectively, the “Closing Actions”) have been made, the Parties shall sign a written declaration substantially in the form set forth in Schedule 5.2(p) confirming that all Closing Actions have been fulfilled or waived or are not applicable as the case may be (the “Closing Memorandum”). Upon such confirmation all Closing Actions shall be deemed to be fulfilled and the notary shall be mutually directed (angewiesen) to file the new shareholders lists with the commercial register.

The Parties are aware that Purchaser will only be able to exercise its shareholder rights vis-à-vis WPG and WH GmbH once Purchaser has been included in the respective updated shareholders’ lists as a new shareholder and such lists have been filed internally by the commercial register. Subject to and as of the Closing the Sellers herewith each entitle Purchaser in relation to their respective Shares and WH GmbH Shares irrevocably and

The Parties will cause the notary public notarizing this Agreement to submit to each of the applicable commercial registers for each of WPG and WH GmbH duly executed shareholder lists to document the share transfers contemplated hereby and the Parties will submit a duly executed application form to the applicable commercial register for WH GmbH & Co. KG to register the transfer of the Partnership Interest in the commercial register including a note regarding the succession in title (Rechtsnachfolgevermerk).

not enter into any recapitalization or reorganization which changes the corporate structure, capitalization or organization of any of the Target Group Companies (including any split, reclassification or other change in or of any

not divest any of the Shares, the Partnership Interest, and the WH GmbH Shares;

not issue any shares or ownership interests, or any options, warrants or other rights to subscribe for or purchase any shares or ownership interests, or any securities convertible into or exchangeable for its shares or ownership interests;

not declare, pay or set aside any Distribution (whether with respect to outstanding ownership interests or issuable upon the conversion, exchange or exercise of outstanding shares or ownership interests), or directly or indirectly redeem, purchase or otherwise acquire any of its shares or ownership interests, except for a Distribution from WPG to the Sellers in the amount of up to EUR 12,000,000.00;

not amend its Charter Documents;

not grant any increase in, or prepayment of, the compensation payable, or to become payable, to its managing directors, managers, directors, officers, and employees or agents, or enter into any bonus, insurance, pension or other benefit plan, payment or arrangement for or with any of such managing directors, managers or employees or agents, other than normal salary increases in the Ordinary Course of Business and other than as set out in Schedule 8.7(b);

not make any lay-offs with respect to a significant part of its workforce;

not incur any Financial Liabilities, including Intercompany Debt (other than Financial Liabilities incurred in the Ordinary Course of Business on reasonable arms-length terms) and other than Financial Liabilities reasonably incurred in connection with any of the Pre-Closing Reorganization Transactions, or directly or indirectly provide a Guarantee, or agree to provide a Guarantee;

not cancel, or make any material change to, any Financial Liabilities owing to it from any Person or any Claims which it may possess, or waive or release any material rights (other than in the Ordinary Course of Business

not place, or allow to be placed, an Encumbrance on any of its Assets (other than in the Ordinary Course of Business);

not make any change in the Accounting Principles except as required by German GAAP, including without limitation, any change in its policies with respect to the payment of accounts payable or other current Liabilities or the collection of accounts receivable, including, without limitation, any acceleration or deferral of the payment or collection thereof (other than in the Ordinary Course of Business), as applicable;

in relation to any real estate leased by any Target Group Company not terminate or amend the terms of any lease in respect of such real estate or sell and/or transfer any such real estate, except as expressly contemplated by this Agreement;

not change (i) the accounting procedures, policies, principles or practices, or (ii) management information systems of the Target Group Companies, unless required under applicable law or regulation;

not make any commitments for capital expenditures in excess of EUR 250,000.00 per asset or EUR 2,500,000.00 in the aggregate;

not agree to enter into any commitment to do any of the foregoing;

keep proper books of record and account;

subject to the requirements of applicable Law, provide Purchaser on a regular and ongoing basis an update with respect to the Business, including, without limitation, any significant or extraordinary developments relating to the Business; and

disclose to Purchaser in writing any fact or circumstance, including full details thereof, which (i) constitutes a breach by Sellers of this Agreement or (ii) would constitute a breach by Sellers of Sellers Warranties immediately upon becoming aware of such fact or circumstance.

Subject to applicable law, Purchaser shall after Closing (and after Closing shall cause the Target Group Companies to) afford and furnish to Sellers and their advisors and representatives (i) access, during normal business hours and upon reasonable notice, to the properties, assets, books and records and personnel and to senior management personnel of the Target Group Companies; and (ii) such information concerning the business, operations, properties, assets and personnel of the Target Group Companies, in each case to the extent reasonably requested by Sellers for accounting, audit, legal, Tax and other matters, including, for the avoidance of doubt, any matters relating to the office of managing director of the Target Group Companies held by any Seller (including for the benefit of any managing director of the Target Group Companies not being a Seller), in relation to which Sellers or an Affiliate of Sellers has or may have any liability or obligation, and in any event only in relation to the time before the Closing Date. Nothing in this Section 6.3 shall oblige Purchaser or any Target Group Company to make available for inspection or copying any: (i) privileged information (provided that such privilege cannot be preserved by means of proper non-disclosure commitments); (ii) medical records and personal information relating to persons employed by any Target Group Company; (iii) commercially and competitively sensitive information; or (iv) other information which

Purchaser agrees to keep all of the books and records of the Target Group Companies relating to the period before the Closing Date and which are in existence at the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by mandatory applicable law. Following this seven year period, Purchaser is entitled at its sole discretion to destroy or dispose of such books and records, unless Sellers request with six (6) months prior written notice to the end of such period that such books and records are surrendered to Sellers.

Sellers shall indemnify and hold harmless (freistellen) Purchaser, or at the election of Purchaser, the respective Target Group Company from and against:

any liability for any Taxes relating to time periods prior to or arising on the Closing Date (for the avoidance of doubt for interest and penalties also for the period after the Closing Date if they are assessed on Taxes until and including the Closing Date), whereby such indemnification shall only apply if Taxes are actually levied on any of the Target Group Companies or a legal successor, but not, for the avoidance of doubt, if any increased taxable income may be set-off against tax loss carry forwards until the Closing Date; with respect to Taxes payable for a Tax period (Veranlagungszeitraum/Erhebungszeitraum) which begins prior to the Closing Date and which ends after such date (a “Straddle Period”), the portion of such Taxes allocable to the period prior to the Closing Date shall be computed as if this period until Closing Date was a separate fiscal year (however with respect to interest/ Tax loss carry forwards and ongoing Tax losses the transactions contemplated by this Agreement and a potential forfeiture of those losses shall be considered in such a Straddle Period); and

any damage resulting from a breach of the Tax warranty provided in Section 8.20.

Seller’s obligation set out in Section 7.1(a) does not apply if and to the extent such Taxes:

have been paid by any Target Group Company before Closing or accrued for as Tax liabilities/provisions in the Closing Accounts irrespective of whether such liability or provision relates to the specific Taxes giving rise to such claim;

have been recovered, or are recoverable through commercially reasonable efforts, by Purchaser or any of the Target Group Companies from any third party (particularly under an insurance policy), but only in the net amount after Taxes in case the recovery is taxable;

result from a change of accounting methods for Taxes or practices for Taxes by Purchaser or Target Group Companies after the Closing Date that

are the result of any reorganization, restructuring, transformation, change of corporate form or action of Purchaser and/or the Target Group Companies after the Closing Date with retroactive effect prior to the Closing Date;

correspond to or can be offset against reductions, refunds or any other kind of savings of Taxes, inter alia, due to the lengthening of depreciation periods or higher depreciation allowances or from a transfer of taxable items or events from one calendar or fiscal year into another or from one legal entity to another (together the “Tax Benefits”); it being understood that the net present value of the Tax Benefit shall be considered if it materializes within five (5) years after the Closing Date and that the net present value shall be calculated on the basis of the Tax rates applicable at the Closing Date and an applied discount factor of five (5) per cent per annum. For the avoidance of doubt: (i) quasi permanent effects; (ii) any Tax Benefits that relate to a step-up triggered by the execution or consummation of this Agreement and/or the termination of the Silent Partnership; and (iii) a reduction of the step-up which otherwise would have been triggered by the execution or consummation of this Agreement and/or the termination of the Silent Partnership shall not be considered;

the respective Taxes have been caused by a material non-compliance of any Target Group Company, Purchaser, or any of their Affiliates after the Closing Date with the procedures set forth under this Agreement; or

result from income that may be offset against a loss-carry back or loss carry forward available at the level of the relevant Target Group Company and generated in periods or portions thereof ending on or before the Closing Date.

Indemnification payments made by Sellers under Section 7.1(a) shall become due on the tenth (10th) Business Day after Sellers’ receipt of Purchaser’s written notice that a Tax liability to be indemnified has occurred (including notification about the corresponding payment date and a copy of the underlying Tax assessment or payment order), but in no case earlier than ten days before the date at which the underlying Tax becomes due for payment. Purchaser shall procure at Seller’s cost that the Target Group Companies undertake commercially reasonable efforts at Sellers’ expense to achieve a deferred payment date, in par-

Any payments made pursuant to this Section 7.1 shall be made free of any withholding or deduction save where such withholding or deduction is required by Law.

Sellers shall be responsible (at Sellers’ sole cost and expense) for the filing of all Tax Returns which are due to be filed by Sellers and/or the Target Group Companies on or before the Closing Date. Purchaser shall procure that Sellers will have reasonable access to all relevant records and documents of any of the Target entities for the purpose to enable Sellers to adequately prepare any of the target entities’ tax returns which have to be prepared by Sellers under this Agreement.

Purchaser shall cause the Target Group Companies to file all Tax Returns which are due to be filed after the Closing Date. The Tax Returns shall be consistent with the policies, procedures, practices and election rights adopted in the financial statements of the relevant Tax period as well as the Tax Returns for previous Tax periods of the respective Target Group Company submitting such Tax Return, but only to the extent that the adopted policies, procedures, practices and election rights are in compliance with Law. Any Tax Return to be filed by Purchaser relating to a period beginning before the Closing Date shall be subject to the review and prior written consent of Sellers (such consent not to be unreasonably withheld, conditioned, or delayed). Purchaser shall provide copies of any such Tax Return to Sellers no later than sixty (60) days prior to the relevant due date of such Tax. Sellers shall return its comments to Purchaser or the Target Group Companies within thirty (30) days. If Sellers and Purchaser fail to reach an agreement on the contents of the Tax Returns to be filed by Purchaser, the

Tax Returns prepared and filed by Sellers in accordance with Section 7.2(a), Tax Returns prepared and filed by Purchaser and relating to a period beginning before the Closing Date in accordance with Section 7.2(b) as well as any other Tax Returns of the Target Group Companies relating to a period beginning before the Closing Date, shall not be amended or changed by Purchaser or the Target Group Companies without the prior written consent of Sellers (such consent not to be unreasonably withheld, conditioned or delayed), except if the amendment or change is required by mandatory Law.

Purchaser shall provide complete copies of any Tax assessments relating to time periods beginning on or before the Closing Date to Sellers without undue delay.

Following the Closing Date, Purchaser shall notify and keep Sellers informed at each stage without undue delay of any Tax audit or administrative or judicial proceedings that are announced or commenced and that might constitute a basis for indemnification by Sellers pursuant to Section 7.1 (the “Tax Proceedings”). Such notice shall be in writing, describe in reasonable detail the object of the Tax Proceedings or the asserted Tax liability and include copies of any notice or other document received from any Tax Authority in respect of any such Tax Proceedings or asserted Tax liability.

Purchaser and the Target Group Companies shall, subject to Sellers indemnifying and securing Purchaser in writing against any reasonable costs incurred (after such cost have been approved by Sellers in advance) comply with any reasonable instructions given by Sellers in relation to the conduct of the Tax Proceedings. In particular, Sellers and its advisors shall be entitled at their full discretion to participate (at their own expense) in all meetings with Tax Authorities in relation to Taxes which are the subject of Tax Proceedings.

The reasonable instructions referred to in Section 7.3(b) shall in particular also include:

allowing Sellers or their professional advisers to take on or take over the active conduct of proceedings of any nature arising in connection with the Tax Proceedings, subject to compliance with applicable Laws and at Sellers’ costs. At Sellers’ full discretion Purchaser shall be obliged to procure that

agreeing to the settlement or compromise of any Tax Proceeding and contesting any Tax Proceeding before any court, tribunal or other appellate body, at Sellers’ costs; but

to the extent that any Taxes after Closing borne under this Agreement by the Purchaser are, or may be, materially impacted by any action taken by Sellers or their professional advisors pursuant to clauses (i) or (ii), Sellers shall inform Purchaser of such proposed action and the parties agree to reasonably cooperate and agree a reasonable approach to balance the interests of the parties with respect to the conduct, settlement or compromise of any related Tax Proceeding.

Any claims of Purchaser under this Section 7 and for the avoidance of doubt also claims in relation to a breach of the tax warranties under Section 8.20 shall become time-barred six (6) months after the final expiration of the statutory limitation period for the relevant Taxes.

If Purchaser fails to comply with any of its material covenants, obligations or any other kind of commitment set forth in this Section 7, Sellers shall no longer be liable under this Section 7 for the relevant Tax to the extent that such failure to

Subject to Section 8.20 and 12.4, this Section 7 shall provide the sole remedy for any Tax related matter, and for the avoidance of doubt Sections 10.2, 10.5, 10.6 and 10.8 shall not apply to any Tax claims under this Section 7. However the terms of Section 10.7 shall be applicable to any payments made by Sellers pursuant to this Section 7.

Section 203 of the German Civil Code (BGB) shall apply to any Tax Claims of Purchaser under Section 7.

Sellers are the lawful owners of the Shares, Partnership Interest, and the WH GmbH Shares as set out in the preamble of this Agreement. The statements in items (A) to (D) of the preamble of this Agreement correctly and completely reflect the group structure of the Target Group Companies. The Shares, Partnership Interest, and WH GmbH Shares are each held free from any Encumbrances. Sellers have full legal right, power and authority to sell, convey, assign, transfer and deliver to Purchaser or a Designated Transferee full legal and beneficial ownership of the Shares, the Partnership Interest, and the WH GmbH Shares in accordance with the terms and subject to the conditions of this Agreement. The Shares, the Partnership Interest together with the partnership interest owned by WPG in WH GmbH & Co. KG, and the WH GmbH Shares constitute the entire issued share capital and partnership interest of the Target Companies. The Shares, the Partnership Interest, and the WH GmbH Shares have been duly au-

At the Closing Date and save for shares in the Subsidiaries, no Target Group Company owns any interest in the capital of any other Person.

Spousal consent pursuant to Sec. 1365 German Civil Code (BGB) is not required for the consummation of this Agreement as the Sellers have agreed on a segregation of estate (Gütertrennung) with each of their respective spouses.

WPG is a limited liability company (Gesellschaft mit beschränkter Haftung) duly organized and validly existing under the laws of Germany, having its principal registered office at 1. Industriestraße 26, 68766 Hockenheim, registered with the commercial register of the local court (Amtsgericht) of Mannheim under HRB 421663.

WH GmbH & Co. KG is a limited partnership (Kommanditgesellschaft) duly organized and existing under the laws of Germany, having its registered office at 1. Industriestraße 26, 68766 Hockenheim, registered with the commercial register of the local court (Amtsgericht) of Mannheim under HRA 420824.

WH GmbH a limited liability company (Gesellschaft mit beschränkter Haftung) duly organized and existing under the laws of Germany, having its principal registered office at 1. Industriestraße 26, 68766 Hockenheim, registered with the commercial register of the local court (Amtsgericht) of Mannheim under HRB 420194.

The excerpts from the commercial register relating to the Target Companies and the other equivalent documents relating to the Subsidiaries listed on Schedule 8.3(d) duly reflect the current corporate status of each of the Target Group Companies. Without limiting the generality of the foregoing, each Target Company is a validly existing entity under the laws of its jurisdiction of organization. All required registrations and filings have been made with the competent commercial register or other governmental body by each of the Target Group Companies. There are no registrations or filings pending, except as shown in Schedule 8.3(d). WH Sweden has no assets or liabilities and has never conducted business.

The Target Group Companies have all necessary power and authority (corporate and otherwise) and governmental authorizations to own and lease their properties and assets and carry on the Business as owned and conducted as of the date of this Agreement.

None of the Target Group Companies is a party to any inter-company agreement (Unternehmensverträge) with any other Person within the meaning of Sections 291, 292 of the German Stock Corporation Act (AktG), except as set forth in Schedule 8.3(f)(i). With the exception of the 65% participation of WPG in WH Chile, no Target Group Company has concluded any cooperation agreements with other Persons to set up or operate a joint venture. Except as set forth in Schedule 8.3(f)(ii), none of the Target Group Companies has any branches or sales offices. None of the Target Group Companies has agreed or is obligated to make any future investment in or capital contribution to any Person.

Each Seller and each Target Group Company has the power to execute the Transaction and the execution of the Transaction will not (i) violate any Law applicable to any Seller or Target Group Company or (ii) conflict with, or result in any breach of, any of the terms, conditions, or provisions of any Encumbrance upon any Assets of any Target Group Company under any provision of the Charter Documents of any Target Group Company or any Permit required or issued in connection with the Business. Except for any filing required in fulfillment of Sec-

Schedule 8.4(a)(i) includes a true and correct list of the articles of association, partnership agreements, memorandum of association, deeds of incorporation, and certificates of good standing (collectively “Charter Documents”) of the Target Group Companies, as applicable. Such Charter Documents are presently valid and in force and no changes have been resolved or will be resolved, except for changes relating to the Transaction contemplated in this Agreement. There are no ancillary agreements relating to the constitution and organization of the Target Group Companies.

The Sellers have delivered to Purchaser accurate and complete copies of the Charter Documents of each of the Target Group Companies, including all amendments thereto. Except for WH Hellas, none of the Target Companies has or would be obligated under any applicable Law to establish a (co-determined) supervisory board (Aufsichtsrat). The books of account, stock records, minute books and other records of each of the Target Group Companies, as the case may be, are accurate, up-to-date and complete, and have been maintained in accordance with prudent business practices and all applicable Law.

WPG has a total nominal share capital (Stammkapital) of EUR 2,000,000. Schedule A contains a true and complete list of all the Shares, stating the respective nominal value of each Share and the respective Seller holding each of the Shares. On the date of this Agreement, the commercial register shows the true and correct status of WPG’s registered nominal share capital (Stammkapital). The nominal share capital (Stammkapital) of WPG has been fully paid-in and has neither directly nor indirectly, in full or in part been repaid. The assets of WPG as shown on the balance sheet of WPG exceed the nominal share capital of WPG. None of Sellers is liable to make any further capital contributions (Nachschüsse) to WPG.

WH GmbH & Co. KG has a total limited partners’ contribution (Kommanditeinlage) registered as the amount guaranteed (Pflichteinlage und zugleich

WH GmbH has a total nominal share capital (Stammkapital) of EUR 30,000. Schedule A contains a true and complete list of all the WH GmbH Shares, stating the respective nominal value of each WH GmbH Share and A. Weidenhammer as the sole shareholder holding all WH GmbH Shares. On the date of this Agreement, the commercial register shows the true and correct status of WH GmbH’s registered nominal share capital (Stammkapital). The nominal share capital (Stammkapital) of WH GmbH has been fully paid-in and has neither directly nor indirectly, in full or in part been repaid. The assets of WH GmbH as shown on the balance sheet exceed the nominal share capital of WH GmbH. A. Weidenhammer is not liable to make any further capital contributions (Nachschüsse) to WH GmbH.

Schedule 8.5(d)(i) lists: (i) the authorized (if applicable), issued and outstanding shares of capital stock, share capital or equity interest of each of the Target Group Companies; (ii) the record and beneficial holders of the authorized, issued and outstanding shares of capital stock, share capital or equity interests of each of the Target Group Companies; and (iii) the number of shares or units, and percentage of shares or units, of capital stock, share capital or equity interests of each such holder. Other than as shown on the structure chart attached as Schedule 8.5(d)(ii) neither WPG nor Sellers have any Affiliates, and no equity investment or other interest in any Person engaged in any aspect of the Business.

WPG is the legal and beneficial owner of the issued and outstanding shares of capital stock of each Subsidiary as set forth in in the structure chart attached as Schedule 8.5(d)(ii) and WH GmbH & Co. KG and WPP are the legal and beneficial owner of all of the issued and outstanding shares of SMB GmbH (together the “Subsidiaries’ Shares”). Except as disclosed in Schedule 8.5(d)(i) there

The Subsidiaries’ Shares are each duly authorized and validly issued and each fully paid up. All contributions have been made in compliance with applicable Law and have not been repaid and returned, in whole or in part. The Subsidiaries’ Shares are free and clear from any Encumbrances and other third party rights and they do not form the object of a trust, silent partnership or similar relationship under applicable corporate Law.

The Sellers have delivered to Purchaser the Accounts and audited financial statements of each of the Target Group Companies (to the extent such audited financial statements were prepared) and the audited consolidated financial statements of the Target Group for the fiscal year 2013 (the “Financial Statements 2013”). The Financial Statements 2013 and the Accounts have been prepared in accordance with the Accounting Principles and have been audited by, and include an unqualified audit opinion of, Deloitte & Touche GmbH or other audit firms, as the case may be.

The Financial Statements 2013 and the Accounts each (i) give a true and fair view of the assets and liabilities, results of operations and of the financial situation and profitability of the Target Group on a consolidated basis and each of the Target Group Companies as at 31 December 2013 and the Accounts Date, respectively, and for the periods then ended and have been prepared in accordance with applicable Law, the Accounting Principles and the books and records

The Target Group Companies have no liabilities or obligations, except for liabilities or obligations reflected or reserved against in the Closing Accounts and current liabilities incurred in the Ordinary Course of Business of the Target Group Companies since the Accounts Date.

The tangible and intangible Assets and financial assets (including, but not limited to accounts receivable and cash) included in the Accounts were as of the date thereof the full, unrestricted and unencumbered property of the Target Group Companies (except for those restrictions or encumbrances incurred in the Ordinary Course of Business, including, but not limited to, the acquisition of production equipment in which the passing of title is subject to full and complete payment, or which production equipment has been assigned for security) and comprise all the Assets necessary for the Target Group Companies’ business operations.

The Target Group Companies have as of the date hereof, neither given notice of termination of employment of any Key Employee nor received notice of any claim from any Key Employee which is outstanding or any notice of termination from any Key Employee. To the knowledge of Sellers there are no reasons to believe that any Key Employee will terminate his or her employment as a result of the completion of the Transaction.

Except as disclosed in Schedule 8.7(b) the completion of the Transaction will not entitle any person to any special transaction bonus/remuneration (or any other payment, reward or benefit of any kind or to receive any enhancement in or improvement to his remuneration, benefits or terms and conditions of service) to be paid or borne by any Target Group Company.

Schedule 8.7(c) contains a list of basic details of all employees of the Target Group Companies (including job title, start date, base salary, DOB, work location and - on a fully anonymous basis only - any severe handicaps). No such employees are entitled to a notice period in excess of the longer of: (i) three months; (ii) a statutorily determined period; or (iii) as disclosed in the list of employee information in Schedule 8.7(c).

Schedule 8.7(d) contains a list of all employee benefits (including, but not limited to incentive arrangements, executive compensation plans, bonus plans, profit-sharing plans, employee pension or retirement plans, severance pay, group life insurance plans or other employee benefit plan,) granted by the Target Group Companies. Except as set out in Schedule 8.7(d) there are no, and none of the Target Group Companies has undertaken to enter into any other, employee benefits.

Schedule 8.7(e) contains a list of all applicable works councils (Betriebsvereinbarungen), collective bargaining agreements other trade union documents (Tarifverträge), reconcilliations of interest (Interessenausgleiche) and social plans (Sozialpläne) to which a Target Group Company is a party. The collective bargaining agreements have been entered into on terms which are normal and customary for companies carrying on similar activities as the Target Group Companies.

Except as disclosed in Schedule 8.7(f) there are no freelancers or temporary workers with a contract term of more than 3 months active for any of the Target Group Companies.

Except as disclosed in Schedule 8.7(g) there are no, and have not been during the last two (2) years, any disputes between any of the Target Group Companies and any of their employees involving an amount in dispute in excess of EUR 50,000 individually or EUR 250,000 in the aggregate, and there are no industrial disputes, unresolved labour union grievances, unfair labour practices or labour arbitration proceedings pending or, to the Sellers´s Knowledge, threatened relating to any of the Target Group Companies.

Each of the Target Group Companies has paid or accrued for in accordance with the Accounting Principles all salaries, vacation payments, bonuses, and social insurance contributions as well as any other payments due and payable by the Closing Date pursuant to any individual employment agreements.

Except as disclosed in Schedule 8.7(i) and except for any obligations under collective bargaining agreements and mandatory indexing regulations, there are no obligations of the Target Group Companies to increase the remuneration of employees or to change the employees’ employment terms in any other material way.

The Target Group Companies have in the last ten years not experienced any strike, collective labour interruption, or other collective labour controversy, except for a strike in WH Belgium in 2007.

The Target Group Companies are not engaged in any dispute with trade unions, works councils or other employees’ organizations and no such disputes have been threatened in writing.

The pension arrangements comply and have been managed in all material aspects in accordance with applicable requirements under Law.

Where a pension arrangement is funded externally, the Target Group Companies have paid all contributions in accordance with the governing documentation of the pension arrangements, and such pension arrangements are fully funded.

Except as disclosed in Schedule 8.7(n) no Target Group Company has any obligations under early retirement schemes (Vorruhestandsverträge) and/or old-age part-time schemes (Altersteilzeitverträge) and there are no outstanding obligations under Section 147a of the German Social Security Act (SGB III) with regard to the German social security agencies or other equivalent applicable Law.

The Target Group Companies are, and have been, in material compliance with all applicable labor and employment Laws, including any works council, collective bargaining agreements and other trade union documents, reconciliation of interests and social plans and employment agreements.

Short time work is not in force at any of the Target Group Companies.

The independent contractors which are utilized by the Target Group Companies can under applicable Laws not be classified to constitute employees of the Target Group Companies.

Each Target Group Company is and has been in all material respects conducting its business in compliance with applicable Environmental Laws and Environmental Permits and, as of the date hereof, no Target Group Company has in the past ten (10) years received any notification of any on-going criminal or administrative investigation in respect of compliance by any Target Group Company with Environmental Laws or its respective Environmental Permits and there is to the knowledge of Sellers no reason to believe that any such investigation is threatened or expected, all, unless otherwise described in the Summary of Iden-

Save in relation to any Hazardous Substances that are currently being stored in compliance with the applicable Environmental Permits and Environmental Laws, there are no Hazardous Substances (including asbestos) present at, in, on or under any of the properties, now or previously owned, leased, occupied or used by any Target Group Company, other than as disclosed in Schedule 8.8(b). There has been no storage, release, leakage, migration, spill, discharge or emission into the Environment of any Hazardous Substance at or from any of such properties other than in accordance with Environmental Laws, unless otherwise described in the Summary of Identified Environmental Issues.

Neither Sellers, nor any of the Target Group Companies have in the past ten (10) years received any notice or other communication indicating that any of the Target Group Companies may be, or may have been, in violation of any Environmental Laws or Environmental Permits.

With respect to the Target Group Companies there are no pending or, to the knowledge of Sellers, threatened Claims which allege violation of Environmental Laws or liabilities arising under Environmental Laws, or demanding payments, contribution, indemnification, remedial action, removal action, financial assurance, or any other action or inaction with respect to any actual or alleged environmental damage, condition or event or injury to persons, property or natural resources, unless otherwise described in the Summary of Identified Environmental Issues. Neither are there to the knowledge of Sellers any grounds for or circumstances which could give rise to, such Claims.

None of the Target Group Companies is or, to the knowledge of Sellers, may become liable in relation to any environmental damage or any disposal of Hazardous Substances that has occurred prior to the Closing Date.

None of the Target Group Companies has agreed to assume any actual or potential liability under any Environmental Laws of any other Person.

The Target Group Companies have not received any written notice that any property now or previously owned, operated or leased by a Target Group Company is listed or is proposed for listing on any registry of contaminated land sites or on any similar list of sites requiring investigation or clean up, and no remedia-

The Target Group Companies are in compliance with the European Union’s Registration, Evaluation and Authorization of Chemicals (REACH) Directive (the “Directive”).

To the Sellers knowledge there are no current or proposed requirements under Environmental Law which would presently require material capital expenditures by any of the Target Group Companies.

To Sellers’ knowledge, Sellers have provided Purchaser with access to true and correct copies of all material reports, investigations, audits, and inspections in possession, custody or control of the Target Group Companies pertaining or relating to Hazardous Substances or environmental liabilities in connection with any real property now or previously owned, leased or occupied by or affecting the Target Group Companies.

Except as disclosed in Schedule 8.9(a), no Claim is pending or to the knowledge of Sellers threatened against the Shares, the WH GmbH Shares or the Partnership Interest and no Claim is pending or to the knowledge of Sellers threatened against any Target Group Company, the Business, the assets of the Target Group Companies with a value in dispute of more than EUR 50,000 in the individual case and an aggregate value in dispute of all such pending Claims of more than EUR 250,000. There are no investigations or, to the knowledge of Sellers other circumstances likely to lead to any such Claim.

There is no unfulfilled or unsatisfied Order outstanding against any of the Target Group Companies.

Except as disclosed in Schedule 8.9(c) the products designed, manufactured or distributed and the services rendered by the Target Group Companies prior to the Closing Date do not suffer from any defects which give or could give rise to any product liability or warranty Claims and no such Claims have been made against any Target Group Company.

True and complete copies of all lease agreements for premises in which the Target Group Companies carry out their Business are disclosed in Schedule 8.10(a) (together with the real property possessed by the Target Group Companies as disclosed in Schedule 8.10(d) the “Business Property”) and all such lease agreements are valid and effective in accordance with their respective terms. Save for such lease agreements, no Business Property is subject to any lease, sub-lease, tenancy, licence or other agreement or arrangement giving rise to rights of occupation and no such rights or licences have been granted. Each Target Group Company being party to such lease agreement(s) has in all material respects complied with and performed its obligations under the respective lease agreement(s) and to the knowledge of Sellers, no other party has failed to timely perform any material obligation under such lease agreement(s).

None of the Target Group Companies received any notice of breach or termination of any lease agreement(s) to which it is a party as of the date hereof.

Save for the Target Group Companies, no third party is in possession of any Business Property.

Except as disclosed in Schedule 8.10(d), the Target Group Companies do not own any real property or rights equivalent to real estate and no Target Group Company has entered into any agreement to acquire any interest in land that has not been completed. The real estate disclosed in Schedule 8.10(d) is owned by the respective Target Group Companies, and such companies have good, valid, and marketable title to such real estate, free of any Encumbrances, except as specified in Schedule 8.10(d). The Target Group Companies owning such real estate are not obliged to grant any such Encumbrances and there are no changes not yet registered in the respective land register or in the respective register of public charges.

There is no dispute, claim, action, demand or complaint in respect of any Business Property which is outstanding or, to the knowledge of Sellers, which is expected, and no notice materially affecting any Business Property has been threatened, given or received and there are no disputes with any adjoining or neighbouring owners with respect to any Business Property.

There are no notices, orders or restrictions by any public, statutory or other competent authority in effect which bear material implications for the Business Property, including those relating to planning or zoning enforcement, compulsory

No Target Group Company has any continuing liability in respect of any real property (other than a property leased by the Target Group Companies, which is disclosed on Schedule 8.10(a)) either as:

an original contracting party or by virtue of any direct covenant having been given on a sale or assignment to any Target Group Company; or

a guarantor of the obligations of any other person (other than another Target Group Company).

Except as disclosed in Schedule 8.10(h), to the knowledge of Sellers the Improvements are in proper condition and repair and there are no material physical or mechanical defects in the Improvements, including without limitation the roof, the structural components, the plumbing, heating, ventilation, air conditioning, elevators, fire detection and electrical systems.

None of the Target Group Companies have received notice from any Governmental Authority, private party or other entity responsible therefor of any fact or condition that would result in the termination of (y) the current, unimpaired vehicular and pedestrian access from the Business Property to presently existing public roads or (z) access from the Business Property to existing sewer or other utility facilities servicing, adjoining or situated on the Business Property.

To the knowledge of Sellers, all water, sewer, gas, electric, telephone, cable, drainage facilities, and/or all other utilities required by applicable Law, together with all easements and rights of way necessary for the use and enjoyment thereof, are installed to the property lines of the Business Property, are connected pursuant to valid Permits and approvals, are adequate to service the Business Property for its current use and so as to comply with applicable Law and are in good working order and repair.

None of the Target Group Companies have received written notice or demand from any of the insurers of all or any portion of their respective Business Properties (or insurers of any activities conducted thereon) to correct or change any material physical condition on the Business Properties or any material practice of the Target Group Companies. The Target Group Companies are in compliance

None of the Target Group Companies have received written notice from any Governmental Authority that any expansion or further development of any of the Business Properties is subject to any restrictions or conditions except for local zoning law requirements.

None of the Target Group Companies have any knowledge of any compulsory purchase, zoning or other land-use regulation proceedings, either instituted or planned to be instituted, which would adversely affect either the use and operation of any of the Business Properties for their respective present use or the value of any of the Business Properties, nor have any of the Target Group Companies received notice of any special assessment proceedings affecting any of the Business Properties.

The Target Group Companies own (or have licensed to them pursuant to a valid and binding license) all Intellectual Property Rights required to conduct or currently used in the Business.

All Intellectual Property Rights as set out in Schedule 8.13(b) used in the Business and of protectable nature are owned or otherwise lawfully utilized by the Target Group Companies and, subject to subsection (c) below and other than disclosed in Schedule 8.13(b), are not subject to any Encumbrance or other limitation. All licenses for the use by the Target Group Companies of any Intellectual Property Rights are in full force and effect, have been fully complied with and no notice has been given to terminate them. Other than as set out in Schedule 8.13(b) the Intellectual Property Rights owned by the Target Group Companies have not been and as of the Closing Date are, to the knowledge of Sellers, not being infringed or attacked by any person and there has not been and there is no claim, action, suit or proceeding pending or, to the knowledge of Sellers, threatened against any Target Group Company relating to the infringement by any Target Group Company of any Intellectual Property Rights of any other person.

No employee of any Target Group Company has raised any claim for compensation in respect of any Intellectual Property Rights owned or used by any Target Group Company which is pending and/or unsettled, except for claims for compensation payments governed by contractual agreements in relation to patents that are based on employee inventions and listed on Schedule 8.13(c).

A complete and accurate list of all Material Contracts is contained in Schedule 8.15(a)(i). All Material Contracts are valid and constitute binding obligations of the respective Target Group Company. No Target Group Company nor, to the knowledge of Sellers, any other party thereto is in breach or default under any Material Contracts to which it is bound and the operation of all Material Contracts is in compliance with applicable Laws. The Target Group Companies are complying in all material respects with their Material Contracts. No party to any such agreement has given notice, or on the basis of the Material Contract would, to the knowledge of Sellers, be entitled to give notice, of any material dispute in relation to it or that it will terminate any such contract or not renew such contract

No Target Group Company is a party to or, subject to any agreement, transaction, arrangement, understanding, obligation or liability which restricts its freedom to carry on its Business in such manner as the respective Target Group Company deems fit or which is neither (i) in the Ordinary Course of Business nor (ii) on arms’ length terms.

No Target Group Company is liable or, to the knowledge of Sellers, threatened to become liable under any agreement, contract or undertaking to indemnify the respective contractual counterparty, including, without limitation, in respect of any product liability, product recalls or other third party claims.

The Target Group Companies hold and have held all governmental, regulatory and other permits, licenses, authorizations and consents with regard to Environmental Law, and all material governmental, regulatory and other permits, licenses, authorizations and consents which are required under public or private law (“Permits”) in order to operate their businesses as currently conducted and for any other business that has been conducted by the Target Group Companies in the manner carried out during the preceding twelve months, unless otherwise described in the Summary of Identified Environmental Issues. Schedule 8.16 sets out a complete list and overview of the Permits. No Permit has been cancelled, revoked, otherwise terminated or restricted, and none of them will expire, be revoked, or require a material change in terms or conditions as a result of the Transaction, nor are there any circumstances which may result in any such termination or restriction or the requirement to incur material expenditures in order to maintain the Permits. Each of the Target Group Companies are in all material respects conducting the Business in compliance with all applicable Laws, including, but not limited to, Environmental Law, Permits and regulations and are not in material default or violation of any applicable Law or regulation affecting the ordinary course of the operation of the Business, unless otherwise described in the Summary of Identified Environmental Issues.

No Seller nor any of the Target Group Companies have received any notice or other communication indicating that any Permit may be revoked, modified, ex-

The Sellers and the Target Group Companies have implemented appropriate measures and guidelines which are adequate to ensure that the Target Group Companies comply with the anti-corruption laws of any country with jurisdiction over the Target Group Companies (collectively the “Anti-Corruption Laws”). There has been no violation by any of the Target Group Companies (or any of their respective representatives, employees, agents or persons working on behalf or at the instruction of the foregoing, in their capacity as such) of any of the Anti-Corruption Laws or Laws relating to export controls, trade sanctions or embargoes and anti-money laundering in the operation of their respective businesses. Neither the Sellers nor any director, officer or employee, agent or other Person associated with or acting on behalf of any Target Group Company, is: a Foreign Official (any officer or employee of a non-U.S. Governmental Authority or of a public international organization, or any person acting in an official capacity for or on behalf of any such Governmental Authority or for or on behalf of any such public international organization); a Foreign Public Official (any person that holds a legislative, administrative or judicial position, whether appointed or elected, of a country or territory outside the United Kingdom (or any subdivision of such a country or territory) or exercises a public function); or an official of a political party or a candidate for political office. During the previous five (5) years, no Seller or any director, officer or employee of the Target Group Companies, or any agent or other Person associated with or acting on behalf of any Target Group Company in the conduct of the Business, has, directly or indirectly, (A) used or received any funds for contributions, gifts, entertainment or other expenses relating to political activity that was unlawful under the Anti-Corruption Laws; (B) made or received any payments, promises of payment or authorizations of payment of money or gifts to any Foreign Official, Foreign Public Official, or to foreign or domestic political party or campaigns that was unlawful under the Anti-Corruption Laws; (C) made or received any payments, promises of payment or authorizations of payment of money, gifts or anything of value to any Foreign Official or Foreign Public Official for the purpose of influencing the act, or decision of a Foreign Official or Foreign Public Official; (D) made or re-

True and accurate details of all Financial Liabilities currently outstanding and facilities available to the Target Group Companies for additional financing are contained in Schedule 8.18(a).

Other than as set out in Schedule 8.18(a), there is no outstanding obligation of financial nature including any Guarantee, indemnity, security, bond, letter of comfort or other similar obligation given by any Target Group Company that will remain outstanding after Closing.

Other than as set out in Schedule 8.18(a), no Target Group Company has any Financial Liabilities owing to it that is outstanding.

No Target Group Company has any outstanding obligations or liabilities (whether actual or contingent) in respect of any derivative transaction, including any for-

Schedule 8.18(e) contains details of each grant or subsidy or other financial assistance received or receivable by any Target Group Company (collectively, “Grants”) from any governmental, quasi-governmental or other public authority or body having periods of commitment (Bindungsfristen) and conditions and obligations (Auflagen) which at the Closing Date have not expired. No Target Group Company nor, to the knowledge of Sellers, any other party thereto is in breach or default under any Grant and to the knowledge of the Sellers all Grants are in compliance with applicable Law. The Target Group Companies are complying in all material respects with the terms and conditions of all Grants, and no party to any Grant has given written notice, or on the basis of the Grant would, to the knowledge of Sellers, be entitled to give notice, of any material dispute in relation to it or that it will terminate, or require repayment of, any Grant or not continue such Grant in accordance with its terms or seek to make or agree any change to the terms or conditions thereof. Notwithstanding the foregoing the Sellers make no warranty regarding any effect the Transaction may have on the Grants.

Particulars of all current insurance policies in respect of which any Target Group Company has an interest are contained in Schedule 8.19. In respect of each such policy:

no Target Group Company has done or omitted to do anything which may render such policy invalid or void;

there is no outstanding premium due;

no claim notified to the insurer remains outstanding; and

there are no circumstances which would entitle any Target Group Company to make a claim under any of such policies.

The insurance coverage of each of the Target Group Companies in the past covers all major risks normally covered by companies in similar businesses, in particular product liability, business interruption, fire and property insurance up to replacement value. Each Target Group Company has maintained or has had the benefit of all insurances required by applicable Law to be maintained by it up to the Closing Date.

Details of all material claims made by or on behalf of any Target Group Company under any insurance policy in the last two years prior to the date hereof are included in Schedule 8.19.

All Tax Returns and other returns and reports required to be filed by any Target Group Company have been duly and timely filed with the appropriate Tax Authority and are true, correct and complete. All Tax assessed and/or due, or required to be withheld on behalf of another Person, by any Target Group Company (whether or not shown on any Tax Return) has, where applicable, been fully paid, and, for all Tax assessed but not due by any Target Group Company or with respect to any Business Property, full reserves for such Taxes have been made on the books of all the Target Group Companies.

No Target Group Company is a member of a consolidated tax group with any Person (other than another Target Group Company) or is a party to or bound by any Tax allocation or sharing agreement nor has any liability for the Taxes of any Person (other than another Target Group Company), including but not limited to a liability arising as a successor or transferee or by contract, with the exception of the fiscal unity in existence between WH France and Neuvibox.

No Seller or director or officer (or employee responsible for Tax matters) of any Target Group Company expects any authority to assess any additional Taxes against any Target Group Company or any Business Property for any period for which Tax returns have been filed. No Tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to any Target Group Company or any Business Property. No Target Group Company has received from any taxing authority (including jurisdictions where any Target Group Company has not filed Tax Returns) any (i) written notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Taxing authority against any Target Group Company or any Business Property.

No Target Group Company has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

No Target Group Company has received any letter ruling from any taxing authority and no Target Group Company entered into or is currently negotiating any agreement with any Tax Authority.

No Target Group Company has a permanent establishment (within the meaning of an applicable Tax treaty) or is subject to Taxation by way of having an office or fixed place of business in a country other than the country in which it is organized, except that one single employee of WPG has been working for WPG in Italy as a key-account manager since FY2013.

The books and the records of each Target Group Company relating to Taxes have been properly maintained and are to the knowledge of Sellers in all respects correct.

All transfer prices which relate to the Target Group Companies are in full compliance with applicable Law.

Since January 1, 2014, there has not occurred any Material Adverse Change and no event has occurred or circumstances exist that can be foreseen to result in a Material Adverse Change.

Since June 30, 2014, the business of the Target Group Companies has been conducted in the Ordinary Course of Business, except to the extent action has been taken to implement the Pre-Closing Reorganization Transactions.

The express representations and warranties set forth in this Section 8 are the exclusive Sellers Warranties, and the Parties are in agreement that none of Sellers, their Affiliates, or any of their respective representatives or advisors make or have made any representation or warranty, express or implied, in respect of the Business, the Shares, a Target Group Company, the properties, Assets, securities or business of the Target Group Companies, as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Target Group Companies by Purchaser after the Closing or (iii) the probable success or profitability of the Target Group Companies after the Closing and any such representation or warranty is hereby expressly disclaimed.

Purchaser has received and may continue to receive from Sellers certain estimates, projections and other forecasts for the Business as well as certain plan and budget information. Sellers give no representation, warranty or guarantee with respect to (i) any projections, estimates or budgets delivered or made available to Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial conditions (or any component thereof) or the future business operations of the Target Group Companies, (ii) any other information or documents made available to Purchaser or its counsel, accountants or advisors with respect to the Target Group Companies (except as expressly set forth in this Agreement), or (iii) any tax matters except as provided for in Section 7.

the matter to which the Purchaser Claim relates has been taken into account in the Accounts or the Closing Accounts by way of a provision (Rückstellung), liability (Verbindlichkeit), exceptional depreciation (außerplanmäßige Abschreibung) or depreciation to reflect lower market values (Abschreibung auf den niedrigeren beizulegenden Wert), in each case reasonably associated with the matter in question;

the amount of the Purchaser Claim is recovered from a third party or under any current or future insurance policy, which Purchaser undertakes to cause the Target Group Companies to pursue;

the payment or settlement of any item giving rise to a Purchaser Claim results in any benefits, or other advantages in connection with the relevant matter, including, without limitation, by refund, set-off or reduction of Taxes (including (without limitation) benefits resulting from the lengthening of any amortization or depreciation periods, higher depreciation allowances, a step-up in the Tax basis of assets or the non-recognition of liabilities or provisions (Phasenverschiebung)), to any Target Group Company, Purchaser or an Affiliate of Purchaser;

Purchaser or an Affiliate of Purchaser and/or any Target Group Company has participated in causing (mitverursacht) such Purchaser Claim after the Closing Date within the meaning of Section 254 (1) German Civil Code (BGB) or has failed to comply with its duty to mitigate damages after the Closing Date pursuant to Section 254 (2) German Civil Code (BGB);

the matter to which the Purchaser Claim relates is readily apparent on the face of the Disclosure Materials;

the Purchaser Claim results from, or is increased by, the passing of, or any change in any Law after the Closing Date; or

the procedures set forth in Section 10.2 above or Section 10.8 below were not observed by Purchaser or any of the Target Group Companies, unless Sellers were not materially prejudiced by the non-compliance with such procedures.

all Purchaser Claims arising as a result of a breach by Sellers of Sellers’ Warranties contained in Section 8.1 (Ownership) which shall be time-barred (verjährt) ten (10) years after the Closing Date;

all Purchaser Claims arising as a result of a breach by Sellers of Sellers’ Warranties contained in Section 8.8 (Environmental Matters) which shall be time-barred (verjährt) five (5) years after Closing Date;

all Purchaser Claims arising as a result of wilful or intentional breaches of Sellers’ Warranties, all of which shall be time-barred (verjährt) in accordance with the statutory rules in Sections 195, 199 German Civil Code (BGB); and

all Purchaser Claims arising as a result of a breach by Sellers of Sellers' Warranties contained in Section 8.20 (Tax) which shall be time-barred (verjährt) in accordance with Section 7.4(a) of this Agreement.

In the event that any action, claim, demand or proceeding with respect to which Sellers may be liable under this Agreement (a “Third Party Claim”) is asserted or announced by any third party (including any Governmental Authority) against Purchaser or any Target Group Company (the “Claim Addressee”), Purchaser shall inform Sellers about the Third Party Claim without undue delay after becoming aware of the Third Party Claim.

Unless a shorter period is required by Law in order to respond to a Third Party Claim, within 15 Business Days after being informed of the Third Party Claim, the Sellers shall have the right to elect to defend the Claim Addressee in connection with the Third Party Claim. In such event Sellers shall have the right to defend

Purchaser agrees, and shall cause any Target Group Company, (i) to fully cooperate with, and assist Sellers in the defence of any Third Party Claim, (ii) to diligently conduct the defence (to the extent that Sellers are not in control of the defence) in order to keep the Loss as low as possible, (iii) not to acknowledge or settle the Third Party Claim without Sellers’ prior written consent, (iv) subject to appropriate confidentiality restrictions to provide Sellers’ representatives access, upon reasonable advance notice and during normal business hours, to all relevant books and records, other information, premises (regardless of owned or leased) and personnel of any Target Group Company, (v) to allow Sellers and its representatives to copy or photograph any Assets, accounts, documents and records for the purpose of avoiding, disputing, defending, appealing, compromising or contesting any Third Party Claim or liability as Sellers or their professional ad-

The failure of Purchaser to procure that any Claim Addressee complies with any of its obligations under this Section 10.8, especially the failure to carefully and diligently defend any Third Party Claim (e.g. by accepting a judgment of default), shall release Sellers from its respective indemnification obligations hereunder, except if (and to the extent) that the Claim Addressee proves that Sellers are not prejudiced by such failure.

Any Party may exercise the right to arbitrate any Disputes by initiating an arbitration proceeding pursuant to the applicable rules of the ICC (as hereafter defined.)

The place of the arbitration shall be Frankfurt am Main, Germany, and the proceedings shall be conducted in the English language;

The arbitration will be conducted pursuant to the International Chamber of Commerce (“ICC”) arbitration rules and procedures by three arbitrators chosen in accordance with the procedure used by the ICC. All of the arbitrators shall be qualified to be a judge in Germany under the German Law of the Judiciary (Deutsches Richtergesetz) and shall not be an Affiliate of any party to the Dispute and shall not have any potential for bias or conflict of interest with respect to any party to the Dispute, directly or indirectly, by virtue of any direct or indirect financial interest, family relationship, close friendship or otherwise (the “Arbitrators”);

The Parties shall mutually agree with the Arbitrators on the date, time and place of the arbitration. In the event that the Parties are unable to mutually agree to the date, time, and place within Frankfurt am Main, Germany, for the arbitration to be conducted, the Arbitrators shall determine the date, time, and place of the arbitration;

Each Party shall bear equally the costs of arbitration, filing fees and the fees of the Arbitrators. Each Party shall bear its own attorneys’ fees, witness fees and other costs. Notwithstanding the above, the Arbitrators shall have the power, but not the obligation, to order that the Party it deems to be the losing Party pay to the prevailing Party all or a portion of the prevailing Party’s fees and expenses in the arbitration, including the Arbitrators’ fees, attorneys’ fees, fees for expert testimony and for other expenses of presenting its case;

The Arbitrators shall have exclusive authority to resolve any Disputes between the Parties. The Arbitrators shall have the power to award damages against any Party and to make an award granting such further relief as they deem just, proper and equitable. The Arbitrators shall follow the laws of the Federal Republic of Germany. The Arbitrators shall render a written arbitration decision that reveals the essential findings and conclusions upon which the award is based; and

Any award issued by the Arbitrators pursuant to this Section 12.10 shall be made in the English language, denominated in Euros and shall be final and binding and enforceable in any court of competent jurisdiction. Judgment on the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof.

The Emergency Arbitrator Provisions of the ICC shall not apply.

all interest bearing liabilities in the nature of borrowings towards banks and other credit institutions;

Intercompany Payables;

the aggregate amount of the Shareholder Loans as calculated pursuant to Exhibit 1 (E);

the aggregate amount of the Silent Partnership Compensation Claims;

provisions for outstanding fees and expenses or other obligations incurred in connection with the Transaction;

the aggregate amount of unfunded pension obligations, provisions for old-age part-time (Altersteilzeit), provisions for termination benefits in France based on market conditions and net of any existing corresponding assets (such as ‘Rueckdeckungsversicherung’, ‘Insolvenzversicherungsansprueche fuer ATZ’ and similar);

any capital lease obligations;

any net tax liabilities and tax provisions (excluding any current net VAT liabilities; including net deferred tax assets/ liabilities) (for the avoidance of doubt ‘net’ meaning tax receivables minus tax liabilities/ tax provisions);

all debt owed to employees in connection with the profit participation program (‘Genussrechte’);

provisions for severance payments;

liabilities for subsidy repayment obligations;

mark-to-market value (positive or negative) of derivative instruments, to the extent these are unwound;

any trapped cash (including e.g. mandatory funding of old-age part time provisions).

inventories;

plus trade receivables;

minus trade payables;

plus other assets (excluding for the avoidance of doubt, any tax assets, subsidy receivables, import tax receivables in relation to WH Chile, VAT receivables in relation to WH Chile, WH Poland and WH Hellas);

minus other liabilities to the extent not covered in the definition of Closing Financial Debt;

minus provisions to the extent not covered in the definition of Closing Financial Debt;

plus prepaid expenses;

minus deferred income to the extent not covered in the definition of Closing Financial Debt;

minus prepayments received.