Exhibit 10.2

No. 522
of Registry of Deeds for 2007

Transacted
at Frankfurt am Main, on 16 July 2007.

Before
the undersigned civil-law notary in the District of the Court of Appeals of Frankfurt am Main

Dr. Wolfgang Hauser

with
office at Frankfurt am Main, appeared today, with the request to notarise the following

Share Purchase and Transfer Agreement

here
not acting in his own name and on his own behalf but by virtue of an unrevokednotarial authenticatedpower of attorney dated July 13, 2007, which was presented as
a copy during the notarisation (the appeared person promised to submit the original without delay), in the name and on behalf of



here
not acting in his own name but by virtue of an unrevokednotarial authenticatedpower of attorney dated 26 June 2007 and a written subpower of attorney, which were
presented in original during the notarisation and copies which are herewith certified are attached to this deed, in the name and on behalf of



herein
referred to as "Buyer"-

here
not acting in his own name but by virtue of an unrevokednotarial authenticatedpower of attorney dated 6 July 2007 and a written subpower of attorney, which were
presented in original during the notarisation and copies which are herewith certified are attached to this deed, in the name and on behalf of



herein
referred to as "Guarantor"-

herein
Seller, Buyer and Guarantor are collectively referred

to
as the "Parties" each of them a "Party"-.

The
appearing persons identified themselves to the civil-law notary by their valid German identity cards.

The
civil-law notary asked whether there has been any prior involvement in the meaning of Section 3 Subsection 1 no. 7 German Notarisation Act
(Beurkundungsgesetz,BeurkG) in the context of the sale and transfer as contemplated in the following.
The appearing persons declared that there has not been such prior involvement.

The
appearing persons asked for notarisation of this deed in the English language. The civil-law notary, who is fully capable of the English language himself, ascertained himself that all
appearing persons are fully capable of the English language as well. He instructed the appearing persons of their right for a sworn interpreter. The appearing persons, each of them individually,
waived such right.

The
appearing persons then declared the following:

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Share Purchase and Transfer Agreement        (the "Agreement")

Recitals

|WHEREAS, |  | the Seller intends to beat the time of the Closingthe sole shareholder of DR. DR. HEISSMANN GMBH UNTERNEHMENSBERATUNG FÜR VERSORGUNG & VERGÜTUNG, a company with limited liability duly
established and existing under the laws of the Federal Republic of Germany,                                                                                       
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|WHEREAS, |  | DR. DR. HEISSMANN GMBH UNTERNEHMENSBERATUNG FÜR VERSORGUNG & VERGÜTUNG and its various wholly and partially owned subsidiaries are engaged in the employee benefit consulting business and related business areas primarily on the
German market and on other European countries (herein referred to as the "Business"),                                    
|WHEREAS, |  | The Buyer is a wholly owned subsidiary of Watson Wyatt Worldwide Inc (herein referred to as the ?Watson Wyatt"), being interested to expand its employee benefit consulting business activities in the
German and European market,                                                                                                                          
|WHEREAS, |  | Watson Wyatt carries on business as consultants and actuaries, in various areas including retirement benefits, human resources, actuarial, investment and insurance consultancy and other related activities throughout the world, directly or through
subsidiary or affiliated companies and partnerships which it controls or in which it has an interest,
|WHEREAS, |  | The Seller intends to sell to the Buyer and the Buyer intends to acquire from the Seller directly and indirectly all shares in the Target Companies,                                                                                                                                                                                                        
|WHEREAS, |  | The Guarantor intends to guarantee the performance of the obligations of the Buyer in connection with the sale of the shares in the Target Companies,                                                                                                                                                                                                       

NOW
THEREFORE, the Parties hereto agree as follows:

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Section 1        Corporate Ownership, Structure of the Target Companies

Seller is sole shareholder of

DR.
DR. HEISSMANN GMBH UNTERNEHMENSBERATUNG FÜR VERSORGUNG & VERGÜTUNG

(Wiesbaden
Local Court/HRB no. 2242)

(herein
referred to as the"Heissmann").

Heissmann
has a stated share capital of DM 322,400.00 which is divided in the following shares:



Heissmann is a shareholder in the following companies, holding as of Closing the shares set out below:

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Buck
Heissmann Holding is a shareholder in the following companies, holding as of Closing the shares set out below:

Buck
Heissmann Germany holds 60% of the shares in Buck Heissmann GmbH, a limited liability company duly organised under the laws of Austria, with registered offices at Vienna, and registered with the
commercial register under No. FN 087513x (herein referred to as the "Buck Heissmann Austria"). The registered share capital of Buck Heissmann Austria
amounts to EUR 36,500.00.

Buck
Heissmann Ireland is a shareholder in the following company:

Buck
Heissmann Ireland holds 99% of the total issued share capital in BCI Trustees Limited, a limited liability company duly organised under the laws of Ireland, with registered offices in Dublin and
registered with the Companies Registration Office under No. 35822. The remaining 1% of the total issued share capital is held by Derek McNamee.

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The
Heissmann German Target Companies and the Heissmann European Target Companies are herein collectively referred to as the "Target Companies" and each
of them as a"Target Company".

Section 2        Sale and Purchase of the Shares

Seller
hereby sells, and Buyer hereby purchases upon the terms and conditions of this Agreement, the Shares with all rights and obligations attaching thereto, including the right to all profits
(including the right to all profits of the fiscal year commencing 1 April 2007). Otherwise, as amongst the Parties, the sale and the purchase of the Shares shall have commercial effect as of
July 2, 2007. For the avoidance of doubt: Seller shall have the right to dividends regarding the fiscal year ended 31 March 2007 which have been declared by means of a shareholders'
resolution prior to the date of this Agreement and will be distributed prior to the Closing.

Seller
hereby transfers the Shares with effect "in rem" (mit dinglicher Wirkung)subject to
the condition precedent that all Closing Conditions have occurred or have been duly waived in accordance with Sections 5.2 through 5.5 and that the Purchase Price due and payable at the Closing has
been duly paidto Buyer and Buyer hereby accepts such transfer.

The
Seller shall be free to eliminate from the company names (Firmen) and from all other names and all trademarks, web sites, domain names and logos of,
and from all materials used by, the Target Companies any references to the Buck group and, if any, to the Seller. If Seller has not completed such elimination at the time of the Closing Buyer shall
cause such elimination to take place or to be completed, respectively. Apart from the elimination according to the preceding sentences, the company name of the business of Heissmann after the Closing
is intended to be "Watson Wyatt Heissmann". Over time this name may be reviewed by the business.

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Section 3        Purchase Price; Conditions of Payment

The total purchase price payable by Buyer to Seller as consideration for the Shares (herein referred to as the "Total Purchase
Price") shall be EUR 99,047,339 (in words: ninety-nine million forty-seven thousand threehundred thirty-nine Euros).

The
Parties agree that the Total Purchase Price with respect to the shares in the Target Companies shall be allocated as set forth inAnnex
3.2.

The
Total Purchase Price shall be paid at Closing by the Buyer to the Seller

Bank account owner:

Allianz Lebensversicherungs AGBank account number:

903001300Bank:

Dresdner Bank AG, StuttgartBank sort code:

60080000IBAN:

DE55 6008 0000 0903 0013 00BIC:

DRES DE FF 600


Section 4        Financial Statements

Prior
to the signing of this Agreement Seller has submitted to Buyer the audited financial statements of the Heissmann German Target Companies with respect to the fiscal year ending on 31
March 2007 (herein referred to as the "Audited Financial Statements") and the financial statements of each of the Heissmann European Subsidiaries
for the fiscal year ending on 31 December 2006 (herein referred to as the "European Financial Statements"). The Audited Financial Statements and
the European Financial Statements are herein collectively referred to as the "Financial Statements". Buyer had prior to the signing of this Agreement
the opportunity to review the Financial Statements together with its financial
advisers. This review and any knowledge derived therefrom does not affect the Buyer's right under this agreement unless explicitly agreed otherwise in this Agreement.

Section 5        Closing; Closing Conditions

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The
Buyer shall only be obligated to carry out the Closing if each of the following conditions has been satisfied (such conditions are herein referred to as the "Affirmative
Closing Conditions" and each of them as a "Affirmative Closing Condition"):

The
Buyer and Seller, respectively, shall further only be obligated to carry out the Closing if none of the following circumstances (herein collectively referred to as
"Negative Closing Conditions" and each of them as a "Negative Closing Condition") has occurred:

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Section 6        Seller's Guaranties

The
Seller hereby guarantees to the Buyer with respect to the Target Companies, by way of an independent promise of guaranty (selbständiges
Garantieversprechen) in accordance with Section 311 para. 1 of the German Civil Code (Bürgerliches
Gesetzbuch) (herein collectively referred to as the

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(a)
for strategic purposes any shares or equity (including, without limitation, silent partnerships and sub-participations) in, nor has it entered into any agreement or made or received an
offer to hold for strategic purposes any shares or equity in or to establish, any other strategic entity and/or

(b)
any shares or equity (including, without limitation, silent partnerships and sub-participations) in, nor has entered into any agreement or has made or received an offer to hold any
shares or equity in or to establish, any other entity as a financial investment with a market value in excess of EUR 10,000 in the individual case. To Seller's Knowledge, as per the Closing Date, none
of the Target Companies is party to any material joint venture, consortium, partnership or other syndicate except as listed inAnnex 6.1.1 (6).

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Prior
to the date of this Agreement Seller has submitted to Buyer a list of the managing directors and senior management members in Germany who in the year 2006 had an annual gross remuneration for
tax purposes of more than EUR 100,000 indicating their names, their function.

To
Seller's Knowledge, there are no public subsidies, allowances, grants and other public aids, in particular, without limitation, within the meaning of Article 87 of the EC Treaty (herein
collectively referred to as the "Public Grants") granted to the Target Companies within the past 3 (three) years prior to the date of this Agreement..

Seller
has submitted to Buyer prior to the date of this Agreement a list with initiated, threatened and/or otherwise pending judicial, arbitration or administrative litigations or other proceedings.
There are no other judicial, arbitration or administrative litigations or other proceedings, having a litigation value (Streitwert) in excess of EUR
100,000 in the individual case, initiated, pending or, to Seller's Knowledge, threatened to which any of the Target Companies is, directly or indirectly, a party or which, to Seller's Knowledge, may
otherwise result in an obligation or liability of (including, without limitation, a right of recourse of any third party against) any of the Target Companies.

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To
Seller's Knowledge, as of the date of this Agreement, the Target Companies own, or lawfully use, all patents, trademarks, domains and other intellectual property rights and know how which are
material for carrying out the business in substantially the same fashion or manner as conducted on the date of this Agreement (herein collectively referred to as the "Material
Intellectual Property Rights").Annex 6.1.11correctly lists, to Seller's Knowledge, all registered Material Intellectual
Property Rights.

Each
of the Target Companies is the legal or beneficial owner of all fixed assets (Anlagevermögen) and of all current assets
(Umlaufvermögen)(herein referred to collectively as the"Assets") which have been
included in the Financial Statements of such Target Company. The Assets are not encumbered with any rights of third party except for (i) customary rights of retention of title
(handelsübliche Eigentumsvorbehalte), liens, pledges or other security rights in favour of suppliers, mechanics, workers, landlords,
carriers and the like; (ii) security rights granted to banks and other financial institutions in respect of debt reflected in the Financial Statements of such Target Company;
(iii) statutory security rights in favour of tax authorities or other

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Section 7        Remedies

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The
Parties agree that the Guaranty Claims under this Agreement supersede and replace any statutory buyer's rights, warranties or guaranties under applicable law, and that the remedies for breach of
Guaranties provided for by this Agreement shall be the exclusive remedies available to the Buyer or the Target Companies, as the case may be. Any claims resulting from statutory buyer's rights,
warranties or guaranties are herewith excluded to the extent permitted by law.

For
the purposes of this Agreement, "Seller's Knowledge" shall mean actual knowledge (positive Kenntnis)
of a Relevant Seller Person. For the purposes of this Section 7.3, "Relevant Seller Persons" shall mean the individuals listed in Annex 7.3.

All
remedies, including the claim for specific performance (Erfüllungsanspruch) under this Agreement, shall be cumulative and not
alternative, except as expressly agreed to the contrary between the Parties.

The
Seller shall not be liable for, and the Buyer shall not be entitled to bring, any Guaranty Claim under this Agreement if and to the extent that:

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If
(i) an order of any governmental authority is issued or threatened to be issued against Buyer or the Target Companies or (ii) the Target Companies or Buyer are sued or threatened to
be sued by a third party, including without limitation any government agencies which, in each case, can reasonably be
expected to give rise to a Guaranty Claim (herein "Third Party Claim"), the following principles shall apply:

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Section 8        Taxes and Indemnities

For
the purposes of this Agreement, "Tax"/"Taxes" shall mean any taxes, tax credits, charges, duties and
levies of any kind including social security contributions and other public law dues and public impositions of any kind, in particular (without limitation) any taxes within the meaning of
Section 3 paras. 1 through 4 of the German Tax Code (Abgabenordnung), imposed by any governmental authority or other public body (herein referred
to as the "Tax Authority")in any jurisdiction. For the purposes of this Agreement, Taxes shall further include any payments made as party liable for
Taxes and payments to any other party pursuant to a tax sharing or indemnity arrangement, as well as any interest and any penalties or additions to tax imposed by a Tax Authority.

To Seller's Knowledge, all returns, statements, reports and forms required to be filed by the Target Companies with respect to Taxes (within the meaning of Section 8.1)
with respect to any Tax period having ended on or prior to the Closing Date have been or will be duly (in particular

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If
any of the Target Companies or any company of the group of the Buyer receives a Tax refund (e.g. by actual payment, set-off, deduction or otherwise) relating to a period ending prior to
or on March 31, 2007 (to the extent not reflected in the Preliminary Financial Statements as an asset), the amount of the Tax refund together with any interest paid by any Tax Authority shall
be paid by the Buyer to the Seller. The Buyer shall notify the Seller of any such Tax refund within a period of fifteen (15) Business Days. Any amount payable to the Seller pursuant to this
Section 8.6 shall be due and payable within thirty (30) Business Days after the Tax refund and interest, as the case may be, has been received by the respective Target Company, and a
failure by Buyer to timely pay such amount shall result in immediate default (Verzug) of Buyer without any reminder by the Seller being required.

Buyer
and Seller shall reasonably cooperate, and shall cause their representatives to reasonably cooperate, with each other in connection with all Tax matters relating to any period ending prior to or
on the Closing Date, including the preparation and filing of any Tax Return or the conduction of any
audit, investigation, dispute or appeal or any other communication with any Tax Authority. Each Party shall bear its own expenses and fees in connection with this section. Cooperation between Buyer
and Seller shall include (but shall not be limited to) the providing and making available by Buyer of all books, records and information, and the assistance of all officers and employees of the Target
Companies to the extent necessary or useful in connection with such Tax matters. Buyer agrees to cause the Target Companies to give Seller reasonable notice prior to transferring, discarding or
destroying any books and records relating to Tax matters and, if Seller so requests, to allow Seller to take possession of such books and records.

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The Seller shallirrespective of any fault on its part (verschuldensunabhängig)indemnify
and hold harmless ("Freistellen") the Buyer and the Buyer's Group and each of the Target Companies and their respective officers, directors and
employees (each a "Beneficiary" and collectively the "Beneficiaries") from and against all Indemnified
Losses meaning (i) the actual damages and losses incurred by the respective Target Company including any liabilities or obligations and reasonable costs and expenses, (ii) the actual
damages and losses incurred by Buyer including any liabilities or obligations and reasonable costs and expenses, excluding, however, any further potential or actual reduction in value
(Minderung) of the Target Companies, any consequential damages (Folgeschäden) or lost
profits (entgangener Gewinn) and any internal costs and expenses incurred by the Target Companies or Buyer) which arising from a claim raised by any
third
party against one of the Target Companies resulting from or caused bydirectly or indirectlyservices rendered or instructions taken by one of the Target Companies prior the
Closing Date (herein referred to as the "Past Claims Indemnity").

The Seller shallirrespective of any fault on its part (verschuldensunabhängig)indemnify
and hold harmless ("Freistellen") the Buyer and the Buyer's Group and each of the Target Companies and their respective officers, directors and
employees (each a "Beneficiary" and collectively the "Beneficiaries") from and against all Indemnified
Losses (as defined in Section 8.2) arising from the dissolution of the Joint Venture between Buck Consultants, Inc. (later Buck Consultants, LLC) and Buck Consultants GmbH and Heissmann
(including the acquisition by Seller of certain Shares from Buck Consultants GmbH as well as the redemption of shares in Buck Heissmann Holding) in 2007 and the acquisition of further Shares from the
managing directors of Heissmann and the Heissmann Partner Civil Law Partnership (GbR) prior to the Closing.

Section 7.6 appliesmutatis mutandisto any third party claim which can reasonably be expected to give rise to a claim of
the Buyer under this Section 8.

In view of the existence of the provisions of Section 7.5 (5) and of Section 11.1.3 of this Agreement, the provisions of Section 442 of the German
Civil Code and Section 377 of the German Commercial Code shall not apply.

The
Parties hereby expressly agree that the provisions of Section 7.5 (5) and of Section 11.1.3 of this Agreement shall also apply for all purposes to the Indemnification Claims
arising under Section 8. If for any reason it becomes necessary to invoke the indemnity in Section 8.2 in relation to those six (6) claims disclosed to Buyer pursuant to
Section 6.1.8 which might give rise to Section 8.2 Claims (the "Disclosed Claims"), the parties agree that the Buyer's Knowledge
qualifications set forth in Sections 7.5 (5) and Section 11.1.3 shall not apply in relation to the Disclosed Claims. However, irrespective of the fact that
the Buyer is aware of the assertion of the Disclosed Claims, all other provisions regarding Section 8.2 Claims shall apply to the Disclosed Claims (in particular, but not limited to,
Section 9.1.2).

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Section 9        Seller's Liability, De Minimis, Cap, Time Limits

With
respect to any Phase II Claims, a cap equal to 40% of the Total Purchase Price ("Phase II Cap") shall apply.

When
determining the amount of the Phase II Cap available for Phase II Claims 80% of the paid or justified (begründet) Phase I Claims
should be deducted from the Phase II Cap. Until a Phase I Claim has been finally rejected, it will be deemed as justified for the purposes of the preceding sentence.

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Example I:Phase I:Phase I Claims

EUR 55 millionPhase I Cap

EUR 50 millionClaims to be satisfied

EUR 50 millionNo room left for Phase II Claims.Example II:Phase I:No Phase I Claims.Phase I Cap

EUR 50 millionPhase II:Phase II Claims

EUR 44 millionPhase II Cap

EUR 40 millionClaims to be satisfied

EUR 40 millionExample III:Phase I:Phase I Claims

EUR 20 millionPhase I Cap

EUR 50 millionThe Phase I Claims have to be satisfied in full.Phase II:Phase II Claims

EUR 30 millionPhase II Cap

EUR 40 million80% of the Phase I Claims to be deducted from the Phase II Cap (40-(80% of 20))=

EUR 24 milliontherefore available Phase II Cap

EUR 24 million




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All
claims of the Buyer arising under Sections 7 and 8 of this Agreement shall be time-barred (verjähren) upon expiration of
a period of 24 months after the Closing Date, except for



Section 10        Seller's Covenants

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The
Seller covenants that the Target Companies and their businesses are duly lead over to the Buyer upon Closing, in particular, without limitation, that any material information necessary for the
Buyer or the managing directors of the Target Companies is available in order to effect a seamless transition of such business. In particular, the Seller shall use reasonablr best efforts to procure
that all material files, data, binders, records, databases, archives relating to the Target Companies and their businesses which are necessary to continue such businesses as operated before Closing,
are kept and maintained in, and can be used by, the respective Target Company; to the extent that such documents etc. are currently kept by the Seller or other of its Affiliates, the Seller shall use
reasonable best efforts that such documents etc. (or copies thereof if originals are not required by the Target companies) are handed over or made otherwise accessible to the Target Companies upon
their request.

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Section 11        Representations of Buyer

The Buyer hereby represents to the Seller that the statements set forth hereinafter are true and accurate as of the date of this Agreement and as of the Closing Date:

If any of the representations set forth in Section 11.1 is not true, accurate and complete in every respect, or if the Buyer is in breach of its obligations under
Section 11.1, Sections 7.1 through 7.6 shall applymutatis mutandis(i.e. the Seller shall have the rights and obligations attributed to the
Buyer under Sections 7.1 through 7.6, andvice versa). Any claims hereunder shall be time-barred upon expiration of a period of
24 months, except for any claim arising
fromdirectly or indirectlya breach of the representation under Section 11.1.3.

Section 12        [left intentionally blank]

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Section 13        Guarantor for Buyer Obligations

The
Guarantor hereby guarantees (Garantieas opposed toBürgschaft)
vis-à-vis the Seller the performance by Buyer of all obligations of Buyer under this Agreement.

Section 14        Confidentiality and Press Releases

The Seller shall keep strictly confidential all information it has in relation to the Target Companies and their business operations, effectively prevent any access by third
parties to such information and shall not use such confidential information for itself or for any third party except to the extent that the relevant facts or circumstances are publicly known, become
publicly known without any violation of this covenant, or the disclosure of which is required by mandatory law, any binding court ruling or administrative order, or under capital markets regulation.

The Parties shall (i) keep strictly confidential any information obtained by them in connection with the negotiation and execution of this Agreement with respect to this
Agreement, the transactions contemplated herein and the other Parties and their affiliated companies within the meaning of Sections 15 et seq. of the German Stock Corporation Act (except for the
Target Companies, to which Section 14.1 shall apply exclusively), (ii) effectively prevent any access by third parties to such information and (iii) shall not use such
confidential information for itself or for any third party except to the extent that the relevant facts or circumstances are publicly known, become publicly known without any violation of this
covenant, or the disclosure of which is required by mandatory law, any binding court ruling or administrative order, or under capital markets regulation.

The Seller shall, however, have the right to pass on any information protected in Section 14.2 to other entities of the Seller's Group necessary for the purposes of the
execution and consummation of this Agreement and the transactions contemplated herein. The Buyer shall have the right to submit any information protected in Section 14.2 to any of its
Affiliates or any third party for the purposes of the execution and consummation of this Agreement and the transactions contemplated herein or to the extent such submission is in the Buyer's fair
interest. Before passing on any such information, the informing Party shall commit the recipients of such information in writing to confidentiality according to Section 14.2.

Before making any press release or similar voluntary announcement with respect to the details of this Agreement and the transactions contemplated herein, the Parties shall (or,
in the case of public announcements required by applicable law or capital markets regulation, use their best efforts to) reach an agreement on the content of such press release or similar voluntary
announcement.

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Section 15        Costs and transfer taxes

Each Party shall bear its own costs and expenses in connection with the preparation, execution and consummation of this Agreement, including, without limitation, any and all
professional fees and charges of its advisors.

The costs of the notarisation of this Agreement and the fees of the competent antitrust authorities shall be borne by the Buyer.

Any transfer taxes including, without limitation, real estate transfer tax (Grunderwerbsteuer), and similar domestic or foreign
taxes or charges resulting from the execution and consummation of this Agreement shall be borne by the Buyer. Capital gains taxes shall be borne by the Seller. It is the mutual understanding of the
Parties that the transaction contemplated by this Agreement is not subject to VAT.

Section 16        Assignment of Rights and Obligations

Section 17        Notices

Any statement of legal significance, notice or other declaration (herein referred to as "Notices" and each of them as a
"Notice") in connection with this Agreement shall be made in writing, unless notarisation or any other specific form is required by mandatory law. The
written form shall include telecopy (but no other transmission by way of telecommunication) and exchange of letters. Any electronic form (e.g. e-mail) shall not replace the written form.

Any Notice to be given to the Seller hereunder shall be addressed as follows:



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The
Parties are to, without being legally obliged to, communicate any change of their addresses set forth in Section 17.2 as soon as possible in writing to the other Parties. Until such
communication, the address as hitherto shall be relevant.

Section 18        Miscellaneous

This
Agreement shall be governed by and construed in accordance with the laws of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

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For
the purposes of this Agreement, "Business Day" means a day on which banks are open for business in Frankfurt am Main and London.

All
payments to be made under or in connection with this Agreement shall be effected in Euro.

Any
amendment, supplementation or suspension of this Agreement, including of this provision, shall be valid only if made in writing, except where a stricter form (e.g. notarisation) is required under
applicable law. Section 17.1 sentences 2 and 3 shall applymutatis mutandis.

All
Annexes attached hereto form an integral part of this Agreement.

This
Agreement constitutes the full understanding of the Parties and the complete and exclusive statements of the terms and conditions of the Parties' agreements relating to the subject matter hereof
and supersedes any and all prior agreements and understandings, whether written or oral, that may exist between the Parties with respect to the subject matter of this Agreement or parts thereof. There
are no side agreements to this Agreement.

Should
any provision of this Agreement be or become invalid, ineffective or unenforceable as a whole or in part, the validity, effectiveness and enforceability of the remaining provisions shall not be
affected thereby. Any such invalid, ineffective or unenforceable provision shall be replaced by such valid, effective and enforceable provision as comes closest to the economic intent and purpose of
such invalid, ineffective or unenforceable provision as regards subject-matter, amount, time, place and extent. The aforesaid shall applymutatis
mutandisto any gap in this Agreement.

Upon
advice pursuant to § 14 of the Act on Notarial Recordings (BeurkG), the appearing persons waived the reading of the lists in Annexes 6.1.4 (1) and 6.1.5 (1). These Annexes were
reviewed and signed by the appearing persons.

The
foregoing protocol including all other Annexes thereto was read aloud to the appearing persons, presented to them for review, approved by them and signed by them and the civil-law
notary by their own hands as follows:



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List of Annexes

|Annex 3.2         |  | Purchase Price Allocation                                                           
|----------------- |  | ------------------------------------------------------------------------------------
|Annex 5.7.2       |  | Closing Minutes                                                                     
|Annex 6.1.1 (3)   |  | Shareholders' Agreements etc.                                                       
|Annex 6.1.1 (5 a) |  | Silent Partnership Agreements, Domination and Profit & Loss Pooling Agreements, etc.
|Annex 6.1.1 (5 b) |  | Cash Pool Systems, etc.                                                             
|Annex 6.1.1 (6)   |  | Joint Venture Agreements, etc.                                                      
|Annex 6.1.2 (3)   |  | Dividends since 1 January 2007                                                      
|Annex 6.1.3 (2)   |  | Leased real estate                                                                  
|Annex 6.1.4 (1)   |  | Material Agreements                                                                 
|Annex 6.1.4 (2)   |  | Non-compliance with Material Agreements                                             
|Annex 6.1.5 (1)   |  | Managing directors, members of supervisory board                                    
|Annex 6.1.10 (2)  |  | Insured Events                                                                      
|Annex 6.1.11      |  | Intellectual Property Rights                                                        
|Annex 7.3         |  | Relevant Seller Persons                                                             
|Annex 7.5 (5)     |  | Relevant Buyer Persons                                                              
|Annex 10.1.2      |  | Deviation from ordinary course of business                                          

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