Amendment dated May 3, 2019 to Purchase Agreement dated April 24, 2018 by and among Whirlpool Corporation, certain subsidiaries thereof, and Nidec Corporation

First Amendment to the Share Purchase Agreement, dated as of April 24, 2018 (the “Purchase Agreement”), dated as of May 3, 2019, by and among:

collectively, the “Parties”.

Capitalized terms used herein without definition are defined in the Purchase Agreement.

Whereas:

Now, therefore, in consideration of the mutual promises and covenants set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

For purposes of this Amendment and the Purchase Agreement, as amended by this Amendment, the term “Agreement” shall refer to the Purchase Agreement as amended hereby and from time to time.

““Amendment” means this First Amendment to the Share Purchase Agreement, dated as of May 3, 2019, by and among the Parties.”

““BESCO” means Beijing Embraco Snowflake Compressor Company Ltd.”

““BESCO License Date” means the date on which the BESCO Operating License is issued and effective on substantially similar terms on which BESCO held such license on the day immediately prior to such date.”

““BESCO Operating License” means the new Business License (营ª业µ执´照Õ) of BESCO issued by SAMR to BESCO which marks the completion of the change registration with SAMR (see (ii) of BESCO Regulatory Approval).”

““BESCO Regulatory Approval” means (i) the change filing with the authorized local office of the Ministry of Commerce of the People’s Republic of China at the place of incorporation of BESCO and (ii) the change registration with the authorized local offices of State Administration for Market Regulation of the People’s Republic of China at the place of incorporation of BESCO (“SAMR”), with respect to the equity transfer contemplated under Section 2.2.2(iv), and, effective upon the Closing Date, the change of the directors, general managers and supervisors of BESCO (a list of which is set out in Schedule 2.2.2(iv)(A)) to the directors, general managers and supervisors nominated or appointed by Buyer.”

““BESCO Seller Leakage” means:

(i) any dividend, distribution or payments of any nature declared, paid or made on or prior to the BESCO License Date by BESCO to Seller, any Press Seller or any Affiliate of Seller or any Press Seller (other than a Transferred Press Subsidiary);

(ii) any payments made or agreed to be made or any assets transferred or agreed to be transferred by BESCO to Seller, any Press Seller or any Affiliate of Seller or any Press Seller (other than a Transferred Press Subsidiary);

(iii) any liabilities assumed, indemnified or incurred or agreed to be assumed, indemnified or incurred by BESCO for the benefit of Seller, any Press Seller or any Affiliate of Seller or any Press Seller (other than a Transferred Press Subsidiary);

(iv) the waiver or agreement to waive by BESCO of any amount owed to such entity by Seller, any Press Seller or any Affiliate of Seller or any Press Seller (other than a Transferred Press Subsidiary); or

(v) any agreement or arrangement by or on behalf of BESCO to give effect to any of the matters referred to in (i) to (iv) above,

but does not include any BESCO Seller Permitted Leakage.”

““BESCO Seller Permitted Leakage” means any matter undertaken by or on behalf of BESCO at the written request of Buyer and any amounts paid or payable pursuant to a Contract entered into between BESCO and any Affiliate of Seller or pursuant to a valid judgment or arbitral award.”

““BSH Amount” means an amount equal to three million euros (EUR 3,000,000).”

““Chinese Tax Amount” has the meaning given in Section 10.1.5.”

““Chinese Tax Filings” means the tax reporting package(s) required to be filed with the appropriate Taxing Authorities of the People’s Republic of China in respect of the reporting of Chinese Tax Amount (if any) that may be due on the China-related transactions contemplated by this Agreement. For the avoidance of doubt, Chinese Tax Filings do not include any Chinese stamp duty filings required to be filed with a Governmental Authority.”

““EECON License Date” means the date on which the EECON Operating License is issued and effective on substantially similar terms on which EECON held such license on the day immediately prior to such date.”

““EECON Operating License” means the new Business License (营ª业µ执´照Õ) of EECON issued by SAMR to EECON which marks the completion of the change registration with SAMR (see (ii) of EECON Regulatory Approval).”

““EECON Regulatory Approval” means (i) the change filing with the authorized local office of the Ministry of Commerce of the People’s Republic of China at the place of incorporation of EECON and (ii) the change registration with the authorized local offices of State Administration for Market Regulation of the People’s Republic of China at the place of incorporation of EECON (“SAMR”), with respect to the equity transfer contemplated under Section 2.2.2(iv), and, effective upon the Closing Date, the change of the directors, general managers and supervisors of EECON (a list of which is set out in Schedule 2.2.2(iv)(B)) to the directors, general managers and supervisors nominated or appointed by Buyer.”

““EECON Seller Leakage” means:

(i) any dividend, distribution or payments of any nature declared, paid or made on or prior to the EECON License Date by EECON to Seller, any Press Seller or any Affiliate of Seller or any Press Seller (other than a Transferred Press Subsidiary);

(ii) any payments made or agreed to be made or any assets transferred or agreed to be transferred to Seller, any Press Seller or any Affiliate of Seller or any Press Seller (other than a Transferred Press Subsidiary);

(iii) any liabilities assumed, indemnified or incurred or agreed to be assumed, indemnified or incurred by EECON for the benefit of Seller, any Press Seller or any Affiliate of Seller or any Press Seller (other than a Transferred Press Subsidiary);

(iv) the waiver or agreement to waive by EECON of any amount owed to such entity by Seller, any Press Seller or any Affiliate of Seller or any Press Seller (other than a Transferred Press Subsidiary); or

(v) any agreement or arrangement by or on behalf of EECON to give effect to any of the matters referred to in (i) to (iv) above,

but does not include any EECON Seller Permitted Leakage.”

““EECON Seller Permitted Leakage” means any matter undertaken by or on behalf of EECON at the written request of Buyer and any amounts paid or payable pursuant to a Contract entered into between EECON and any Affiliate of Seller or pursuant to a valid judgment or arbitral award.”

““Embraco Mexico” means Embraco Mexico, S. de R.L. DE C.V.”

““Embraco Servicios” means Embraco Mexico Servicios, S. de R.L. de C.V.”

““Embraco US” has the meaning given in the recitals to this Amendment.”

““Final Mid-Month Adjustment Amount” means the Mid-Month Adjustment Amount, as finally determined in accordance with Section 2.3.4.”

““Luxembourg Migration” has the meaning given in the recitals to this Amendment.”

““Mid-Month Adjustment Amount” means (i) (x) the Monthly Profit multiplied by (y) a fraction, the numerator of which is (A) the number of calendar days from the first day of the month through and including the Closing Date and the denominator of which is (B) the number of days of such calendar month (it being understood such amount could be positive or negative) minus (ii) to the extent not taken into account in Monthly Profit, any dividends or other distributions declared or paid during such calendar month by any Transferred Press Subsidiary to Seller or any Press Seller.”

““Monthly Profit” means (i) the after-Tax profit of the Press Business for the calendar month in which the Closing occurs as reflected on a consolidated standalone income statement of the Press Business derived from the statutory accounts of the Press Business for such month, prepared in accordance with the Accounting Principles, plus (ii) any adjustment required by Section 5.2.9.”

““Nidec Europe” means Nidec Europe B.V.”

““Reference Date” means the last calendar day of the month prior to the month in which the Closing Date occurs.”

““Restructuring Fee” means an amount equal to sum of (i) fifty percent (50%) of the reasonable out-of-pocket tax consulting expenses and legal fees paid by Seller and its Affiliates for the tax and legal analysis for the revisions to the Restructuring Plan as set forth in this Amendment (excluding the revisions to the Restructuring Plan with respect to the Luxembourg Migration) and (ii) one hundred percent (100%) of (1) the reasonable out-of-pocket tax consulting expenses and legal fees paid by Seller and its Affiliates for the tax and legal analysis for the revisions to the Restructuring Plan as set forth in this Amendment with respect to the Luxembourg Migration, (2) the reasonable out-of-pocket expenses paid by Seller and its Affiliates to implement the Luxembourg Migration, (3) the out-of-pocket expenses for third-party warehouses and additional freight costs paid by Seller and its Affiliates for implementation of the Luxembourg Migration and (4) any actual losses in operations, production or sales related to the risks identified by Seller to Buyer prior to the date hereof in connection with the implementation of the Luxembourg Migration (provided, however, for the avoidance of doubt, the Parties agree such actual losses, as of the date hereof, are zero). The estimated restructuring fee for the foregoing clause (i) and (ii) to be used for purpose of calculating the Estimated Purchase Price is one million four hundred thousand US dollars ($1,400,000). Seller shall provide sufficient evidence with respect to the calculation of such fees to the Buyer within thirty (30) Business Days after the Closing for purpose of adjusting and calculating the Final Purchase Price.”

““Riva Property” means the real property owned by Italy NewCo located at via Pietro Andriano no. 12, Riva Presso Chieri (TO), Italy, cadastral data: sheet no. 7, parcel 2, sub 113 and sheet 13 no. 87 sub.17 "graffati" - floors S1-T-1 - cat. D/8.”

““Riva Property Contribution Agreement” means the deed of contribution of the distribution line of business from Embraco Europe to Italy NewCo, executed as a deed on November 28, 2018 (Rep. 75.344 - Coll. 11.852) and registered with the Turin Register of the Companies ("Registro Imprese di Torino").”

““HK NewCo” means a new holding company to be formed in Hong Kong pursuant to the Restructuring Plan.”

““Up Points” has the meaning given in Part C of Annex A.”

““Closing Cash on Hand” means, as of the close of business on the Reference Date (without giving effect to the transactions contemplated hereby), the aggregate amount of Cash, as determined in accordance with the Accounting Principles, other than Trapped Cash; provided, however, notwithstanding the foregoing, Closing Cash on Hand shall (i) be reduced by the amount of any checks and drafts issued by

Transferred Press Subsidiaries and uncleared by the bank as of close of business on the Reference Date, and (ii) shall include the amount of any checks and drafts received or deposited for the account of the Transferred Press Subsidiaries and not credited to the account of the relevant Transferred Press Subsidiary as of close of business on the Reference Date.”

““Closing Indebtedness” means, as of the close of business on the Reference Date (without giving effect to the transactions contemplated hereby), the aggregate amount of Indebtedness of the Transferred Press Subsidiaries, as determined in accordance with the Accounting Principles; provided that Closing Indebtedness shall exclude Indebtedness solely among the Transferred Press Subsidiaries.”

““Current Assets” means the current assets of the Transferred Press Subsidiaries as of the close of business on the Reference Date (without giving effect to the transactions contemplated hereby) set out in Appendix A that are stated to be included in Final Working Capital, as determined in accordance with the Accounting Principles, subject to adjustments as of the close of business on the Reference Date corresponding to the adjustments footnoted to Appendix A.

““Current Liabilities” means the current liabilities of the Transferred Press Subsidiaries as of the close of business on the Reference Date (without giving effect to the transactions contemplated hereby) set out in Appendix A that are stated to be included in Final Working Capital, as determined in accordance with the Accounting Principles, subject to adjustments as of the close of business on the Reference Date corresponding to the adjustments footnoted to Appendix A.”

““Elected Italian Assets” means those items set forth on Schedule 1.6.”

““Final Working Capital” means the amount of Working Capital as of the close of business on the Reference Date (without giving effect to the transactions contemplated hereby), as finally determined in accordance with Section 2.3.4.”

““Italy NewCo” means Embraco Eurosales s.r.l., a limited liability company organized under the laws of Italy pursuant to the Restructuring Plan.”

“The closing of the sale and purchase of the Press Shares (the “Closing”) shall take place at the offices of Linklaters LLP, 1345 Avenue of the Americas, New York, New York, at 10:00 a.m. Eastern (Daylight) time, on the date that is the third (3rd) Business Day after the conditions set forth in Article 7 have been satisfied or, to the extent permitted by Law, waived by the party entitled to waive such conditions (other than conditions that, by their terms, are to be satisfied at Closing but subject to the satisfaction or, to the extent permitted by Law, waiver by the party entitled to do so of such conditions), or on such other date as the Parties may agree to in writing (the “Closing Date”); provided, however, if commercial banks in Amsterdam, Luxembourg, Milan or Sao Paulo are authorized or required to be closed on such date, the Closing Date shall be the next Business Day. At Closing:”

“each Press Seller shall execute and/or deliver, or cause to be executed and/or delivered, to Buyer’s Affiliates any required Local Agreements to effect the following:

“each Press Seller shall execute and/or deliver, or cause to be executed and/or delivered, to Buyer all certificates and documents necessary and take such steps as are required to transfer the Press Shares to Buyer and its Affiliates in accordance with this Agreement, including the Restructuring Plan. In furtherance of the foregoing, the relevant Press Seller shall do the following in relation to the Press Shares and Transferred Press Subsidiary incorporated or located in the jurisdictions listed below:

grantor whose authorization to act in the name of such Press Seller is apparent from the extract under paragraph (ii) above affixed with an official Slovak translation of the power of attorney, notarization and the apostille.

owned by such Press Seller, shall endorse and deliver such share certificates to Buyer, shall execute the Letter Requesting Recording of Share Transfer and update the share registry book to cause the name of Nidec Motor Corporation to be registered in the shareholders’ ledger of Ealing Compañía de Gestiones y Participaciones S.A. as owner of such shares.

“each Press Seller shall deliver the written resignation of each of the individuals set forth on Schedule 2.2.2(iv)(A), Schedule 2.2.2(iv)(B) and Schedule 2.2.7 of the Transferred Press Subsidiaries from his or her office as set forth on such schedule, to take effect as of the Closing Date; and”

“In relation to BESCO and EECON, Buyer shall cause Nidec Europe to deliver to the relevant Press Sellers the application documents required to be issued by Nidec Europe or its representatives or duly signed by Nidec Europe or its representatives in order to effect the BESCO Regulatory Approvals and the EECON Regulatory Approvals.”

“; and (vi) plus the Restructuring Fee.”

“; (vi) plus the Restructuring Fee; (vii) minus the BSH Amount; and (viii) plus the Mid-Month Adjustment Amount.”

"Seller has delivered to Buyer: (i) an estimated Closing Balance Sheet (the "Estimated Closing Balance Sheet") prepared on the basis of the Accounting Principles; (ii) its estimate of Transaction Expenses ("Estimated Transaction Expenses"); (iii) its estimate of Closing Cash on Hand ("Estimated Closing Cash on Hand"); (iv) its estimate of Working Capital as of the close of business on the Closing Date (without giving effect to the transactions contemplated hereby) ("Estimated Working Capital"); (v) its estimate of Closing Indebtedness ("Estimated Closing Indebtedness"); (vi) the Restructuring Fee; and, based thereon, (viii) its calculation of the Estimated Purchase Price, each of which shall be conclusive for purposes of the purchase price adjustment in Section 2.5."

“As promptly as reasonably practicable following the Closing Date, but no later than 30 days after the Closing Date, Buyer shall complete a physical inventory of the Press Business as of the Reference Date. Such physical inventory shall be conducted in a manner consistent with the Press Business’s past practices of inventory determination and valuation. Buyer will provide Seller with prior written notice of the date or dates on which the physical inventory will be taken and will provide Seller with a reasonable opportunity to observe each physical inventory. Not more than 75 days following the completion of such physical inventory, Buyer shall prepare and deliver to Seller: (i) an aggregated balance sheet of the Press Business as of the close of business on the Reference Date (without giving effect to the transactions contemplated hereby and excluding inter-company payables and receivables between Transferred Press Subsidiaries) (the “Closing Balance Sheet”), prepared on the basis of the Accounting Principles; (ii) a statement of its calculation of Final Mid-Month Adjustment Amount; (iii) a statement of Final Transaction Expenses as of the close of business on the Closing Date; and (iv) based on the Closing Balance Sheet, its calculation of Final Working Capital and Final Closing Indebtedness in each case, as of the close of business on the Reference Date (without giving effect to the transactions contemplated hereby) (together with Final Mid-Month Adjustment Amount, the “Closing Statement”).

“Attached as Schedule 2.6.1 is the statement for purposes of allocating the enterprise value of $1,080,000,000 as a basis for the calculation of the Estimated Purchase Price and the Final Purchase Price as contemplated by this Agreement (the “Purchase Price Allocation” or the “Final Allocation”).

“2.7    Local Payments

Payments made to each Press Seller in accordance with the Purchase Price Allocation shall be paid to the relevant Press Seller using the applicable bank account details set forth on Schedule 2.7 in US dollars; provided, however, the Parties agree that payments made with respect to the acquisition of 99.99% of the quotas in Embraco Brazil shall be paid to the relevant Press Seller in local currency.

“Notwithstanding anything else to the contrary in this Agreement, Seller and the Press Sellers make no representations or warranties with respect to the Riva Property.”

“Attached as Schedule 5.1.5(i) is Seller’s legal structure chart of the Transferred Press Subsidiaries to be sold by the Press Sellers to Buyer pursuant to this Agreement (the “Restructuring Plan”) as agreed by the Parties. Seller may in good faith, with the prior written consent of Buyer, such consent not to be unreasonably withheld, conditioned or delayed, periodically revise the Restructuring Plan. The separation of the Press Business from Seller and the Press Sellers, including as contemplated by the Restructuring Plan and any revisions thereto, (x) shall not materially adversely affect the operation of the Press Business after Closing and (y) shall be structured in Italy as a contribution in kind of a going concern (conferimento in natura di ramo d’azienda) to Italy Newco.”

“[Reserved]”

“Attached as Schedule 5.1.5(iv) is the Micro Plan as agreed by the Parties. Seller may in good faith, with the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed) periodically revise the Micro Plan. The Micro Plan, as it may be so revised, shall be implemented and effected by Seller and its Affiliates prior to Closing.”

“The Parties acknowledge that, as at the Closing, the schedules to the Transitional Services Agreement do not include any services.”

“From Closing to and through the last day of the month in which the Closing occurs, to the extent (i) Buyer or its Subsidiaries do not carry on the Press Business only in the Ordinary Course of Business or take any action, that if taken by Seller or a Press Seller prior to Closing would breach the obligations set forth in Section 5.1.1, and (ii) such action has an impact on the Mid-Month Adjustment Amount, the Mid-Month Adjustment Amount shall be adjusted to remove such impact.”

“5.4     Riva Property Contribution Agreement

The Parties agree that any actions taken by the Parties after the Closing Date with respect to matters governed by the Riva Property Contribution Agreement shall be governed pursuant to the terms of the Riva Property Contribution Agreement.”

“9.1.7    any or both of BESCO, and Nidec Europe, as owner of BESCO, not obtaining the BESCO Regulatory Approvals applicable to such Person within three months of the date the applications required for the BESCO Regulatory Approvals are submitted solely as a result of Seller breaching its obligations under this Agreement; provided, however, that the aggregate liability of Seller to Buyer Indemnitees with respect to claims for indemnification based on this Section 9.1.7 shall not exceed $4,700,000; and

9.1.8    any or both of EECON, and Nidec Europe, as owner of EECON, not obtaining the EECON Regulatory Approvals applicable to such Person within three months of the date the applications required for the EECON Regulatory Approvals are submitted solely as a result of Seller breaching its obligations under this Agreement; provided, however, that the aggregate liability of Seller to Buyer Indemnitees with respect to claims for indemnification based on this Section 9.1.8 shall not exceed shall not exceed $21,500,000.”

“10.1.5    Chinese Share Transfer Reporting

approval not to be unreasonably withheld, conditioned or delayed). Seller shall revise the Chinese Tax Filings to reflect mutually agreed comments received from Buyer prior to submission.

The Schedules to the Purchase Agreement are hereby amended as follows:

1.4 attached hereto.

Except as specifically amended hereby, the Agreement shall continue in full force and effect as written.

The provisions of Sections 11.2, 11.3, 11.6, 11.7, 11.8, 11.9, 11.10, 11.11, 11.12, 11.13, 11,14, 11.15 and 11.16 of the Purchase Agreement are hereby incorporated into this Amendment as if fully set forth herein.

In witness whereof, the Parties have duly executed this Amendment as of the date first above written.

In witness whereof, the Parties have duly executed this Amendment as of the date first above written.