Exhibit



Exhibit 10.42



































Deed No. 302/2017  










R e c o r d e d  
in Frankfurt am Main, on 10 December 2017  




Before me, the undersigned notary   
in the district of the Higher Regional Court  (Oberlandesgericht) of Frankfurt am Main  
Dr. Thorsten Reinhard 
with office in Frankfurt am Main  






appeared today on the premises of Hengeler Mueller, Partnerschaft von Rechtsanwälten  mbB, Bockenheimer Landstraße 24, 60323 Frankfurt am Main, to where I had betaken  myself upon request of the parties,  
1.Mr.Michael Übelacker, date of birth 07 October 1977, with business address at  
Stahlgruber Otto Gruber AG, Gruber Str. 65, 85586 Poing, identified by his valid  
photo identification,  
acting not in his own name, but based on a power of attorney, the original of which  
was presented and a copy of which is attached to this deed, its word-for-word- 
conformity to the original being hereby certified by the notary, on behalf of  









Stahlgruber Otto Gruber AG, a stock corporation (Aktiengesellschaft) under the  
laws of Germany, registered with the commercial register (Handelsregister) of the  
local court (Amtsgericht) of Munich under number HRB 171253, with business ad- 
dress at Gruber Str. 65, 85586 Poing;  






F-3845-2017, 19779395_7,    
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2.Ms. Valesca Maria Molinari, date of birth 15 October 1984, with business address  
at Baker & McKenzie Partnerschaft von Rechtsanwälten, Wirtschaftsprüfern und  
Steuerberatern mbB, Bethmannstraße 50-54, 60311 Frankfurt am Main, identified  
by her valid photo identification,  
acting not in her own name, but based on a power of attorney, the original of which  
was presented and a copy of which is attached to this deed, its word-for-word- 
conformity to the original being hereby certified by the notary, and by way of pre- 
caution also based on a second power of attorney, a copy of which was presented is  
attached to this deed, on behalf of  
LKQ German Holdings GmbH, a limited liability company (Gesellschaft mit  
beschränkter Haftung) under the laws of Germany, registered with the local court of  
Munich under HRB 236066, with business address at c/o Baker & McKenzie, Beth- 
mannstraße 50-54, 60311 Frankfurt am Main;  
3.Dr. Florian Karl Anton Kästle, date of birth 07 June 1965, with business address at  









Baker & McKenzie Partnerschaft von Rechtsanwälten, Wirtschaftsprüfern und  
Steuerberatern mbB, Bethmannstraße 50-54, 60311 Frankfurt am Main, personally  
known to the notary,  
acting not in his own name, but based on a power of attorney, a copy of which was  
presented and is attached to this deed, on behalf of  
LKQ Corporation, a stock corporation under the laws of Delaware, United States,  
registered with Department of State of Delaware, Division of Corporations, file no.  
2859370, with its principal executive offices at 500 West Madison Street, Suite  
2800, Chicago, Illinois 60661, USA.  
The persons appearing disclaimed any personal liability as to the validity and scope of the  powers of attorney on the bases of which they acted to the extent legally permitted.  
The notary advised the persons appearing that he is obliged to verify the power of repre- sentation of the persons appearing. After a discussion of the documentation presented  regarding LKQ Corporation, the persons appearing declared that they did not wish any  further proof regarding the power of representation of the third person appearing and  requested the notary to continue with the notarization.  
The third person appearing promised to provide the original of his power of attorney, dis- claiming any personal liability, and so did the second person appearing regarding the sec- ond power of attorney she presented.  
The notary asked the persons appearing regarding a prior involvement pursuant to sec- tion 3 (1) sentence 1 no. 7 German Notarization Act (Beurkundungsgesetz). After having  been instructed by the notary, the persons appearing answered this question in the nega- tive.  






F-3845-2017, 19779395_7,    
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The persons appearing declared that each of the parties represented by them acted for its  own account under this deed.  
The persons appearing requested this deed to be recorded in the English language. They  confirmed that they are in adequate command of the English language. The notary de- clared that he as well is in adequate command of the English language. German language  text was read aloud in German.  
The persons appearing incorporated in this deed by reference pursuant to section 13a  German Notarization Act the notarial reference deed (Bezugsurkunde) no. 193/2017 of  the notary Dr. Alexander Jänecke, Frankfurt am Main, dated 08/10 December 2017 (the  “Reference Deed”), the original (Urschrift) of which was available at the notarization. The  persons appearing confirmed that they have full knowledge of the contents of the Refer- ence Deed. The persons appearing approved the Reference Deed including all Exhibits  and Schedules thereto in its entirety and in all respects; as a matter of precaution, they  adopted the declarations made in the Reference Deed as their own. References in the  present deed to Exhibits and Schedules that are not attached hereto shall be read as ref- erences to such Exhibits and Schedules contained in the Reference Deed. After having  been advised by the notary of the relevance of the reference to the Reference Deed, the  persons appearing waived their right to have the Reference Deed read out to them and to  have a copy thereof attached to the present deed.  
The persons appearing thereupon requested the notarization of the following:  
Sale and Purchase Agreement regarding the sale and purchase of Stahlgruber Group 
Stahlgruber Otto Gruber AG, LKQ German Holdings GmbH and LKQ Corporation hereby  enter into the sale and purchase agreement regarding the sale and purchase of  Stahlgruber Group attached as Appendix.  
The notary advised the persons appearing that   
-    the parties hereto are, by operation of law, jointly and severally liable with respect  
to the payment of all notarial fees, irrespective of any internal agreement entered  
into in that respect;  
		
	-
	he did not advise the parties on tax issues and therefore will not assume any liability  


in this respect.  
This deed and its Appendix (including Exhibit 9.2) have been read aloud by the notary to  the persons appearing apart from the table of contents, list of exhibits and list of sched- ules, which have been added for informational purposes only and do not form part of this  deed.  












F-3845-2017, 1977









9395_7,    
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Thereupon, this deed and its Appendix were approved by the persons appearing and  signed by the persons appearing and the notary in their own hands as follows:  
     signed Übelacker  
     signed Valesca Molinari  
     signed Kästle  
     signed Th. Reinhard, Notar  
          (notary’s seal)  























































































F-3845-2017, 19779395_7,    
Page 4/4  




































SALE AND PURCHASE AGREEMENT  






EXECUTION VERSION  








regarding the  
sale and purchase of  




Stahlgruber Group  










Sale and Purchase Agreement  


by and between  













Project Champion - SPA  EXECUTION VERSION  
1.Stahlgruber Otto Gruber AG, a stock corporation (Aktiengesellschaft) under the  
laws of Germany, having its registered office at Gruber Str. 65, 85586 Poing,  
Germany, and registered with the commercial register (Handelsregister) of the  
local court (Amtsgericht) of Munich under number HRB 171253,  
- herein "Seller" -  
2.LKQ German Holdings GmbH, a limited liability company (GmbH) under the  
laws of Germany, registered with the commercial register (Handelsregister) of the  
local court (Amtsgericht) of Munich under number HRB 236066,   
- herein "Purchaser" -  
3.LKQ Corporation, a stock corporation under the laws of Delaware, United States,  
having its registered office at500 West Madison Street, Suite 2800, Chicago,  
Illinois 60661, USA and registered with the U.S. Securities and Exchange  
Commission under the central index key (CIK) 0001065696,  
- herein "Guarantor" -  
- Seller and Purchaser and Guarantor herein also referred to  
individually as a "Party" and collectively as "Parties" -  















































19773113_4     Page 2 of 80  










Table of Contents  




Project Champion - SPA  EXECUTION VERSION  




19773113_4     Page 3 of 80  


1.Transaction Dates ............................................................................................... 12 2.Current Corporate Status and Corporate Reorganization .................................. 13 3.Current Financing Status .................................................................................... 14 4.Termination of Cash Pooling and Downstream Loans, Assumption of  
Upstream Loans ................................................................................................. 15 5.    Sale, Purchase and Transfer of Target Shares ................................................... 16 6.    Sale, Purchase and Transfer of Downstream Loans Claims .............................. 17 7.    Purchase Price .................................................................................................... 17 8.    Payments and Default; Delivery of LKQ Shares ............................................... 20 9.Closing Condition and Closing .......................................................................... 21 10.Seller's Guarantees ............................................................................................. 26 11.Purchaser's and Guarantor's Guarantees ............................................................ 44 12.Remedies ............................................................................................................ 46 13.Seller's Covenants .............................................................................................. 53 14.Step-up Benefit; VAT Allocation Procedure ..................................................... 56 15.Termination of Intra-Group Arrangements; Transitional Services; Additional  
Seller's Undertakings ......................................................................................... 61 16.Expiration and Limitation of Claims ................................................................. 64 17.Purchaser's Business Covenants ........................................................................ 67 18.Purchaser's Financial Covenants ........................................................................ 69 19.Purchaser's and Seller's Indemnities .................................................................. 70 20.Guarantor's Guarantee ........................................................................................ 73 21.Restrictions of Announcement and Confidentiality ........................................... 









73 22.Notices ............................................................................................................... 75 23.Costs, Expenses, Fees, Charges and VAT Treatment ........................................ 77 24.Entire Agreement and Interpretation ................................................................. 77 25.No Third Party Rights and Procurement Obligation ......................................... 78 26.No Assignment and No Set-off Rights .............................................................. 79 27.    Interest and Calculation of Daily Cash Amounts .............................................. 79 28.Governing Law and Dispute Resolution ............................................................ 79 29.    Invalid Provisions and Unintended Gaps (Salvatorische Klausel) .................... 80 








Exhibits  




Project Champion - SPA  EXECUTION VERSION  




Exhibit (A)     Stahlgruber Group  
Exhibit 2.2-1     Stahlgruber Subsidiaries  
Exhibit 2.2-2     Material Companies  
Exhibit 3.1     External Debt Financing Agreements  
Exhibit 4.1     Cash Pooling Agreements   
Exhibit 4.2-1     Upstream Loans Assumption Agreement  
Exhibit 4.2-2     Upstream Loan Assumption Consent Declaration  
Exhibit 4.4     Downstream Loans Termination Agreement  
Exhibit 5.1     Share Transfer Agreement  
Exhibit 6.1     Downstream Loans Claims Transfer Agreement  
Exhibit 7.2     Equity Value Bridge  
Exhibit 7.6     Notification re Nomination of Substitute Purchaser  
Exhibit 8.3     K&L Gates Opinion  
Exhibit 9.2     Seller'sAntitrust Cooperation Obligations  
Exhibit 9.8.1     Closing Confirmation regarding Fundamental Guarantees  
Exhibit 9.10     Closing Protocol  
Exhibit 10.1.8     Effective Date Accounts  
Exhibit 10.1.19.4      Intragroup Payments Summary  
Exhibit 12.1     Seller's Deal Team  
Exhibit 12.3.5.2     Joint Instruction Letter  
Exhibit 12.8     Copy of W&I Insurance Policy  
Exhibit 13.2     Permitted Actions  
Exhibit 14.2.2     Calculation of Adjustment Amounts regarding Contribution  
Gain I  









Exhibit 15.5     Transitional Services Agreements  
Exhibit 15.6     License Agreement  
Exhibit 18.2     Seller's Securities known to Purchaser  












19773113_4     Page 4 of 80  










Schedules  




Project Champion - SPA  EXECUTION VERSION  




Schedule 10.1.4     Existence and Ownership of Stahlgruber Subsidiaries  
Schedule 10.1.5     Bankruptcy or Judicial Composition Proceedings  
Schedule 10.1.6-1     Enterprise Agreements  
Schedule 10.1.6-2     Joint Shareholdings Documentation  
Schedule 10.1.7     Conduct of Business  
Schedule 10.1.9     Ownership and Lawful Use of Information Technology  
Schedule 10.1.10.1     Real Estate  
Schedule 10.1.10.3     Environmental Contamination  
Schedule 10.1.11.4     Challenges regarding Material IP Rights  
Schedule 10.1.11.5     Third-Party IP Infringements  
Schedule 10.1.12.1     Collective Bargaining Agreements  
Schedule 10.1.12.2     Key Employees Contracts  
Schedule 10.1.12.3-1 Material Pension Commitments  
Schedule 10.1.12.3-2 Obligations regarding Section 16 of the German Pensions Act Schedule 10.1.13     Material Agreements  
Schedule 10.1.14     Status of Material Agreements  
Schedule 10.1.15-1     Insurance Policies  
Schedule 10.1.15-2     Insurance Claims  
Schedule 10.1.16.1     Compliance with Laws  
Schedule 10.1.16.3     Deliveries to certain Jurisdictions/Persons  
Schedule 10.1.17     Pending Litigation  
Schedule 10.1.18     Taxes  
Schedule 10.1.19     Permitted Leakage  































19773113_4     Page 5 of 80  










Definitions  




Project Champion - SPA  EXECUTION VERSION  




		
	Affiliate(s) 
	means any affiliate(s) (verbundene(s) Unter- 


nehmen) within the meaning of Section 15  
German Stock Corporation Act (AktG) or  
corresponding provisions under the laws of  
other jurisdictions including, in the case of  
private equity or similar funds, each of such  
funds and the funds managed by the same or  
affiliated companies as well as the manager  
and the portfolio companies of such funds  
		
	(and 
	their         respective     affiliate(s)  


(verbundene(s) Unternehmen) within the  
meaning of Section 15 German Stock  
Corporation Act (AktG) or corresponding  
		
	provisions under 
	the     laws of other  


jurisdictions), but excluding direct and  
indirect investors in such funds and such  
		
	investors' 
	respective     affiliate(s)  


(verbundene(s) Unternehmen) within the  
meaning of Section 15 German Stock  
Corporation Act (AktG) or corresponding  
		
	provisions under 
	the     laws of other  


jurisdictions  
Agreed Contribution Gain Amount     as defined in Section 14.2.1  
Agreed Interest Rate     as defined in Section 14.2.4  
Agreement     as defined in Recital (C)  
		
	Ancillary Agreements 
	means the Share Transfer Agreement, 











the  
Downstream Loans Claims Transfer  
		
	Agreement, 
	the Downstream Loans  


Termination Agreement and the Upstream  
Loans Assumption Agreement  
Antitrust Clearances     as defined in Section 9.1  
Base Purchase Price     as defined in Section 7.1.1  
Break Fee     as defined in Section 9.7  








19773113_4     Page 6 of 80  


Project Champion - SPA  EXECUTION VERSION  




Business     as defined in Recital (B)   
Business Day(s)     means any day(s) on which banks are open  
for general business in Munich, Germany  
Cash Pooling     as defined in Section 3.2  
Cash Pooling Agreements     as defined in Section 4.1  
Cash Pooling Termination Date     as defined in Section 4.1  
Cash Portion     as defined in Section 7.4.1   
Closing     as defined in Section 9.1  
Closing Condition     as defined in Section 9.1  
Closing Date     as defined in Section 1.5  
Closing Default     as defined in Section 9.5  
Closing Downstream Loans Amount     as defined in Section 4.3  
Closing Events     as defined in Section 9.8  
Closing Upstream Loans Amount     as defined in Section 4.2  
Company / Companies     as defined in Section 2.2  
Confidential Information     as defined in Section 21.2  
Corporate Reorganization     as defined in Section 2.3  
CP Completion Date     as defined in Section 1.3  
Daily Cash Amount     as defined in Section 7.1.2  
Data Preservation Termination Date     as defined in Section 17.2  
De Minimis Claims     as defined in Section 16.3  
Deductible     as defined in Section 16.3  
Disclosure Schedules     as defined in Section 10.3  
Downstream Loan(s)     as defined in Section 4.3  
Downstream Loans Claims     as defined in Section 4.4  









Downstream Loans Claims Transfer  
Agreement  Downstream Loans Termination  Agreement  
as defined in Section 4.4  Drop Dead Date     as defined in Section 9.5  
Effective Date     as defined in Section 1.2  
Effective Date Accounts     as defined in Section 10.1.8  








19773113_4     Page 7 of 80  


Project Champion - SPA  EXECUTION VERSION  




Equity Value Bridge     as defined in Section 7.2  
Exempted Claims     as defined in Section 16.1  
External Debt Financing Agreements     as defined in Section 3.1  
Fairly Disclosed     as defined in Section 12.3  
Financing Securities     as defined in Section 3.1  
Fundamental Guarantee(s)     as defined in Section 16.1.1  
General Liability Cap     as defined in Section 16.5  
German GAAP     means the German generally accepted  
accounting principles  
Guarantor     as defined in the list of parties  
Identified Leakage Deduction Amount     as defined in Section 7.5  
Increased Daily Cash Amount I     as defined in Section 7.1.3   
Increased Daily Cash Amount II     as defined in Section 7.1.4  
Information Technology     as defined in Section 10.1.9  
Insurance Policies     as defined in Section 10.1.15  
Insured Claims     as defined in Section 16.4  
Insurer     as defined in Section 16.4  
Intragroup Payments Summary     as defined in Section 10.1.19.4  
Joint Instruction Letter     as defined in Section 12.3.5.2  
Joint Shareholdings Documentation     as defined in Section 10.1.6   
Key Employees     as defined in Section 10.1.12.2  
K&L Gates Opinion     as defined in Section 8.3  
Knowledge of Seller     as defined in Section 10.4  
Leakage     as defined in Section 10.1.19  
License Agreement     as defined in Section 15.6  
Litigation Agreement     as defined in Section 15.1.4  
LKQ Shares     as defined in Section 7.4.2  
LKQ Shares Transfer Notice     as defined in Section 8.2  









Material Adverse Effect     as defined in Section 10.5  
Material Agreements     as defined in Section 10.1.13  
Material Assets     as defined in Section 10.1.9  
Material Company / Companies     as defined in Section 2.2  






19773113_4     Page 8 of 80  


Project Champion - SPA  EXECUTION VERSION  




Material IP Rights     as defined in Section 10.1.11.1  Material JV Companies     as defined in Section 10.1.6  
Negative Adjustment Amount     as defined in Section 14.2.2  
Non-Surviving Intra-Group  
Arrangements  
Ordinary-course Intragroup Transaction as defined in Section 10.2  
Party / Parties     as defined in the list of parties  Penalty Fee     as defined in Section 18.2.3  
Permitted Leakage     as defined in Section 10.1.19  Positive Adjustment Amount     as defined in Section 14.2.2  
Post-Effective Date VAT Allocation  
Procedure  Pre-Effective Date VAT Allocation  Procedure  
as defined in Section 14.5  Purchaser     as defined in the list of parties  Purchaser Claim     as defined in Section 12.1  
Purchaser's Antitrust Undertakings     as defined in Section 9.2.2  
Purchaser's Guarantee(s)     as defined in Section 11.1  
Purchaser's Indemnification Claim(s)     as defined in Section 19.4.2  
Registration Statement     as defined in Section 8.3  
Relevant Losses     as defined in Section 12.1  
REMA TIP TOP     as defined in Section 2.3  
Retention Materials     as defined in Section 17.2  
Revised Adjustment Amount     as defined in Section 14.2.3  
Scheduled Closing Date     as defined in Section 1.4  
Securities Act     as defined in Section 8.3  
Security Charges     as defined in Section 18.1  
Security Liabilities     as defined in Section 18.1  
Security Release Period     as defined in Section 18.1  
Seller     as defined in the list of parties  























19773113_4     Page 9 of 80  


Project Champion - SPA  EXECUTION VERSION  




		
	Seller-Related Person 
	means any individual person who is (y) a  


direct or indirect shareholder, director or  
other member of a supervisory body or  
officer of Seller or any Seller's Affiliate or  
(z) a relative (Angehöriger) of any such  
individual person within the meaning of  
Section 15 of the German Tax Code (AO)  
Seller's Account     as defined in Section 8.1  
Seller's Affiliate(s)     as defined in Section 2.2  
Seller'sAntitrust Cooperation  
Obligations  
Seller's Beneficiary     as defined in Section 19.1  
Seller's Brokerage Account     as defined in Section 8.2  
Seller's Covenant(s)     as defined in Section 13.4  
Seller's Deal Team     as defined in Section 12.1  
Seller's Guarantee(s)     as defined in Section 10.1  
Seller's Indemnification Claim(s)     as defined in Section 19.1  
Seller's No Leakage Covenant     as defined in Section 13.4  
Seller's No Leakage Guarantee     as defined in Section 10.1.19  Seller's Operating Covenants     as defined in Section 13.4  
Seller's Security     as defined in Section 18.1   
Seller's Tax Covenants     as defined in Section 14.2.6  Share Transfer Agreement     as defined in Section 5.1  
Signing Date     as defined in Section 1.1  
Stahlgruber Group     as defined in Recital (A)  
Stahlgruber Grundstücks-Verwaltung     as defined in Section 14.2 
Stahlgruber Immobilien GmbH     as defined in Section 2.3  
Stahlgruber Immobilien GmbH & Co.  
KG  
Stahlgruber Subsidiaries     as defined in Section 2.2  Step-up Benefit     as defined in Section 14.2  























19773113_4     Page 10 of 80  


Project Champion - SPA  EXECUTION VERSION  




		
	Subsidiary / Subsidiaries 
	means any subsidiary         / subsidiaries  


(abhängige(s) Unternehmen) within the  
meaning of Section 17 German Stock  
Corporation Act (AktG) or corresponding  
		
	provisions under 
	the     laws of other  


jurisdictions  
Substitute Purchaser     as defined in Section 7.6  
Surviving Intra-Group Agreements     as defined in Section 15.1  
Target Company     as defined in Section 2.1   
Target Shares     as defined in Section 2.1  
Tax Authority     means any governmental authority  
competent for the charging and imposition of  
Taxes   
		
	Taxes 
	means all taxes and tax-related ancillary  


obligations (steuerliche Nebenleistungen)  
within the meaning of Section 3 German Tax  
Code (AO) and equivalent taxes and  
obligations under the laws of any other  
jurisdiction  
Third Party Claim     as defined in Section 12.4  
Time Limitations     as defined in Section 16.1  
Total Purchase Price     as defined in Section 7.1  
Transitional Services Agreements     as defined in Section 15.5  
Upstream Loan(s)     as defined in Section 4.2  
Upstream Loans Assumption Agreement as defined in Section 4.2  
US GAAP     means the US generally accepted accounting  
principles  
VAT     as defined in Section 23.3  
VAT Allocation Procedure     as defined in Section 14.5  
W&I Insurance     as defined in Section 16.4  
W&I Liability Cap     as defined in Section 16.4  

























19773113_4     Page 11 of 80  


Project Champion - SPA  EXECUTION VERSION  




RECITALS  
(A)WHEREAS, Seller is the direct or indirect owner of the companies and  
participations listed in Exhibit (A) (herein collectively "Stahlgruber Group").  
(B)WHEREAS, Stahlgruber Group is active in the wholesale and retail business for  
vehicle accessories and vehicle spare parts (such as brakes, chassis, power trains,  
electronics, engine technology and thermal systems) as well as for workshop  
equipment and tools with a wide product range, focusing in particular on  
supplying car repair workshops, wholesalers (including, in particular, major  
internet retailers) and tire dealers with OEM brand parts and accessories for cars  
and light commercial vehicles (herein collectively "Business").   
(C)WHEREAS, Seller intends to sell and transfer Stahlgruber Group to Purchaser, a  
wholly-owned indirect Subsidiary of Guarantor, and Purchaser intends to purchase  
and acquire Stahlgruber Group from Seller, in each case in accordance with the  
terms and conditions of this sale and purchase agreement (herein "Agreement").   
(D)WHEREAS, Guarantor wishes to guarantee the performance of Purchaser's  
obligations under this Agreement in accordance with the terms and conditions of  
this Agreement.  
NOW, THEREFORE, the Parties agree as follows:  




1.Transaction Dates  
1.1."Signing Date" shall be the day on which this Agreement has been notarized.  









1.2."Effective Date" shall be 31 December 2016, 24:00 hours.  
1.3."CP Completion Date" shall be the day on which the Closing Condition (as  
defined in Section 9.1 below) has been fulfilled or duly waived.  
1.4."Scheduled Closing Date"shall be  
1.4.1.    the tenth (10th) Business Day after the CP Completion Date, but not  
earlier than 8 January 2018; or  
1.4.2.    any other day as agreed in writing between the Parties.  






19773113_4     Page 12 of 80  


Project Champion - SPA  EXECUTION VERSION  




1.5."Closing Date" shall be the day on which the last of the Closing Events (as  
defined in Section 9.8 below) has taken place or has been duly waived.  




2.Current Corporate Status and Corporate Reorganization  
2.1.Seller holds six (6) shares with a nominal value of EUR 25,000 (in words: Euro  
twenty-five thousand), EUR 4,975,000 (in words: Euro four million nine hundred  
seventy-five thousand), EUR 5,000,000 (in words: Euro five million),  
EUR 2,500,000 (in words: Euro two million five hundred thousand),  
EUR 37,499,000 (in words: Euro thirty-seven million four hundred ninety-nine  
thousand) and EUR 1,000 (in words: Euro one thousand) (herein collectively  
"Target Shares") representing 100% (in words: one hundred percent) of the share  
capital in the aggregate amount of EUR 50,000,000 (in words: Euro fifty million)  
of Stahlgruber GmbH, a limited liability company (Gesellschaft mit beschränkter  
Haftung) under the laws of Germany, having its registered office at Gruber Str. 65,  
85586 Poing, Germany, and registered with the commercial register  









(Handelsregister) of the local court (Amtsgericht) of Munich under number  
HRB 163613 (herein "Target Company").  
2.2.The Target Company directly or indirectly holds the shares in the Subsidiaries  
listed in Exhibit 2.2-1 (herein collectively "Stahlgruber Subsidiaries"). The  
Target Company and the Stahlgruber Subsidiaries are herein collectively referred  
to as "Companies" and each individually as a "Company".The Companies listed  
in Exhibit 2.2-2 are herein collectively referred to as "Material Companies" and  
each individually as a "Material Company". The Affiliates of Seller, other than  
the Companies, are herein collectively referred to as "Seller's Affiliates" and each  
as a "Seller's Affiliate".   
2.3.Seller, certain of Seller's Affiliates, and certain of the Companies undertook in  
2015 a corporate reorganization as part of which (i) Seller as transferring entity  
(übertragender Rechtsträger) transferred by operation of law certain assets and  
liabilities (y) partly to the Target Company and (z) partly to REMA TIP TOP AG,  
a stock corporation (Aktiengesellschaft) under the laws of Germany, having its  
registered office at Gruber Str. 65, 85586 Poing, Germany, and registered with the  
commercial register (Handelsregister) of the local court (Amtsgericht) of Munich  
under number HRB 209454 (herein "REMA TIP TOP"), each as receiving  
entities (übernehmende Rechtsträger) under a certain hive-down and takeover  
agreement (Ausgliederungs- und Übernahmevertrag) dated 16 June 2015  
(registered with the commercial register (Handelsregister) of Seller on 21 August  






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2015) and (ii) Stahlgruber Immobilien GmbH, a former limited liability company  (Gesellschaft mit beschränkter Haftung) under the laws of Germany, formerly  having its registered office at Gruber Str. 65, 85586 Poing, Germany, and formerly  registered with the commercial register (Handelsregister) of the local court  (Amtsgericht) of Munich under HRB 146451 (herein "Stahlgruber Immobilien  GmbH"), as transferring entity (übertragender Rechtsträger) transferred by  operation of law all of its assets and liabilities (y) partly to the Target Company  and (z) partly to REMA TIP TOP, each as receiving entities (übernehmende  Rechtsträger) under a certain split-up and takeover agreement (Aufspaltungs- und  Übernahmevertrag) dated also 16 June 2015 (registered with the commercial  register (Handelsregister) of Stahlgruber Immobilien GmbH on 23 July 2015)  (herein collectively "Corporate Reorganization").  




3.Current Financing Status   
3.1.Certain Companies are as at the Signing Date parties to certain external debt  
financing arrangements in relation to Stahlgruber Group which are listed with  
outstanding amounts of principal, interest and other charges, if any, as of  
30 November 2017 (or as otherwise specified) in Exhibit 3.1 (herein collectively  
"External Debt Financing Agreements"). The outstanding debt under the  
External Debt Financing Agreements is secured by certain security interests  
granted by certain Companies, Seller and/or Seller's Affiliates (herein collectively  
"Financing Securities").  
3.2.Seller as cash pool leader and certain of the Companies operate a financing cash  
pooling system using settlement accounts (Verrechnungskonten) (herein  
collectively "Cash Pooling"). The outstanding balances under the Cash Pooling  
between (i) the Companies and Seller and (ii) Seller and the Companies, as the  
case may be, are treated as intra-group loans. The applicable interest rate for the  
outstanding balances under the Cash Pooling is agreed amongst Seller and the  
respective Companies from time to time and has amounted from the Effective  
Date through the Signing Date to three percent (3%) p.a. and will amount from the  









Signing Date through the Closing Date to 300 (in words: three hundred) basis  
points above the respective applicable thirty (30)-days EURIBOR p.a..  
3.3.The Parties are aware and Purchaser acknowledges that as a result of the change of  
control in the Target Company occurring upon the consummation of the  
transactions contemplated under this Agreement, certain of the External Debt  
Financing Agreements can be terminated by the respective other party with  






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immediate effect, and the outstanding amounts thereunder will become  immediately repayable. The Parties agree that Purchaser shall be responsible for  any refinancing becoming necessary after the Closing Date due to any such  termination rights being exercised and any costs associated with such refinancing  shall be for the account of the Purchaser. Seller undertakes to cooperate with  Purchaser and to assist Purchaser by applying all commercially reasonable efforts  in the negotiation with the lenders and/or agents under the respective External  Debt Financing Agreements of any pay-off and release documentation which  Purchaser may reasonably require under its own financing arrangements in order  to be provided with the funds required for the refinancing.  




4.Termination of Cash Pooling and Downstream Loans, Assumption of  
Upstream Loans  
4.1.Seller shall procure (steht dafür ein) that all agreements relating to the Cash  
Pooling to the extent existing between Seller and the Companies as listed in  
Exhibit 4.1 (herein collectively "Cash Pooling Agreements") shall be terminated  
no later than five (5) Business Days prior to (but excluding) the Scheduled Closing  
Date with effect as of such termination date (herein "Cash Pooling Termination  
Date").  









		
	4.2.
	If and to the extent there exists under the Cash Pooling Agreements on the Cash  


Pooling Termination Date a balance owed by Seller to any Company, any such  
balance shall be treated as an upstream loan extended from the respective  
Company to Seller (herein each an "Upstream Loan" and collectively "Upstream  
Loans"). Seller shall deliver to Purchaser no later than on the Cash Pooling  
Termination Date a written notice stating the aggregate outstanding balance owed  
by Seller to the respective Companies under any Upstream Loans, including  
accrued and capitalized interest thereon, as at the Scheduled Closing Date (herein  
"Closing Upstream Loans Amount"). In consideration of the reduction of the  
Total Purchase Price (as defined in Section 7.1 below) in an amount equal to the  
Closing Upstream Loans Amount pursuant to Section 7.1.6 below, Purchaser shall  
on the Scheduled Closing Date assume all obligations and liabilities of Seller  
under or in connection with any Upstream Loans in the amount of the Closing  
Upstream Loans Amount from, and under full release (mit schuldbefreiender  
Wirkung) of, Seller by means of entering into an Upstream Loans assumption  
agreement substantially in the form as attached hereto as Exhibit 4.2-1 (herein  
"Upstream Loans Assumption Agreement"). Seller shall procure (steht dafür ein)  
that any Company which is a lender under any Upstream Loan shall in such  






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capacity declare its consent to the contemplated assumption by Purchaser in  
accordance with the Upstream Loans Assumption Agreement by written  
declaration substantially in the form as attached hereto as Exhibit 4.2-2, no later  









than on the Cash Pooling Termination Date.   
		
	4.3.
	If and to the extent there exists under the Cash Pooling Agreements on the Cash  


Pooling Termination Date a balance owed by any Company to Seller, any such  
balance shall be treated as a downstream loan extended by Seller to the respective  
Company (herein each a "Downstream Loan" and collectively "Downstream  
Loans"). No later than on the Cash Pooling Termination Date, Seller shall deliver  
to Purchaser a written notice stating the aggregate outstanding balance owed by  
the respective Companies to Seller under any Downstream Loans, including  
accrued and capitalized interest thereon, if any, as at the Scheduled Closing Date  
(herein "Closing Downstream Loans Amount").   
4.4.Seller shall, and shall procure (steht dafür ein) that the respective Companies,  
terminate on, or prior to, the Scheduled Closing Date all agreements relating to the  
Downstream Loans and cancel and waive all claims and obligations thereunder, if  
any, except for the claims for repayment of the respective portion of the Closing  
Downstream Loans Amount (herein collectively "Downstream Loans Claims"),  
with effect as of the Closing Date in accordance with a separate termination and  
waiver agreement substantially in the form as attached hereto as Exhibit 4.4  
(herein "Downstream Loans Termination Agreement").  




5.    Sale, Purchase and Transfer of Target Shares   
5.1.Seller hereby (i) sells (verkauft) to Purchaser the Target Shares, including all rights  
and obligations pertaining thereto, in particular the right to any profits not yet  
distributed on or prior to the Effective Date, with economic effect (mit  
wirtschaftlicher Wirkung) as at the Effective Date, and (ii), subject to the Closing  









Condition (as defined in Section 9.1 below) having been fulfilled or duly waived,  
undertakes to transfer (übertragen) to Purchaser the Target Shares on the  
Scheduled Closing Date in accordance with the terms and conditions of a separate  
transfer agreement substantially in the form as attached hereto as Exhibit 5.1 
(herein "ShareTransfer Agreement").  
5.2.Purchaser hereby purchases from Seller the Target Shares and undertakes to accept  
on the Scheduled Closing Date the transfer (Übertragung) of the Target Shares in  
accordance with the terms and conditions of the Share Transfer Agreement.   






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6.    Sale, Purchase and Transfer of Downstream Loans Claims  
6.1.Seller hereby (i) sells (verkauft) to Purchaser the Downstream Loans Claimsand  
(ii) subject to the Closing Condition (as defined in Section 9.1 below) having been  
fulfilled or duly waived, undertakes to transfer (abtreten) to Purchaser the  
Downstream Loans Claims on the Scheduled Closing Date in accordance with the  
terms and conditions of a separate transfer agreement substantially in the form as  
attached hereto as Exhibit 6.1 (herein "Downstream LoansClaimsTransfer  
Agreement").  
6.2.Purchaser hereby purchases from Seller the Downstream Loans Claims and  
undertakes to accept on the Scheduled Closing Date the transfer (Abtretung) of the  
Downstream Loans Claims in accordance with the terms and conditions of the  
Downstream Loans Claims Transfer Agreement.  









6.3.Purchaser shall procure (steht dafür ein) that, during a period of at least one (1)  
year following the Closing Date, the Downstream Loans Claims are neither  
partially nor fully repaid to Purchaser or to any other person or entity that acquired  
(whether by contractual transfer or otherwise) the Downstream Loans Claims.  




7.Purchase Price  
7.1.The purchase price for the Target Shares and the Downstream Loans Claims shall,  
subject to Section 14.1 below, be the aggregate of:  
7.1.1.    a fixed amount of:  
EUR 1,316,479,780  
(in words: Euro one billion three hundred sixteen million four  
hundred seventy-nine thousand and seven hundred eighty)  
(herein "Base Purchase Price");  
plus  
		
	7.1.2.
	an amount of EUR 75,000 (in words: Euro seventy-five thousand) per  


day for every day in the period commencing on (and including)  








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1 January 2017 and ending on (and excluding) the earlier of (i) 1 March  
2018 and (ii) the Closing Date (herein "Daily Cash Amount");  
plus  









		
	7.1.3.
	an amount of EUR 90,000 (in words: Euro ninety thousand) per day for  


every day, if any, in the period commencing on (and including) 1 March  
2018 and ending on (and excluding) the earlier of (i) the 151st day after  
the Signing Date and (ii) the Closing Date (herein "Increased Daily  
Cash Amount I");  
plus  
		
	7.1.4.
	an amount of EUR 140,000 (in words: Euro one hundred forty thousand)  


per day for every day, if any, in the period commencing on (and  
including) the 151st day after the Signing Date and ending on (and  
excluding) the Closing Date (herein "Increased Daily Cash  
Amount II");   
plus  
7.1.5.    the Closing Downstream Loans Amount, if any;  
minus  
7.1.6.    the Closing Upstream Loans Amount, if any;  
minus  
		
	7.1.7.
	the Identified Leakage Deduction Amount (as defined in Section 7.5  


below);  
(herein collectively "Total Purchase Price").  
7.2.The calculation of the Base Purchase Price, as derived from the underlying  
enterprise value of Stahlgruber Group as at the Effective Date, is attached hereto  
as Exhibit 7.2 (herein "Equity Value Bridge").   
7.3.The Total Purchase Price shall be allocated to the Target Shares and the  
Downstream Loans Claims, if any, as follows:   















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	7.3.1.
	an amount equal to the balance of the Total Purchase Price less the  


Closing Downstream Loans Amount shall be allocated to the Target  
Shares; and  
		
	7.3.2.
	the Closing Downstream Loans Amount shall be allocated to the  


Downstream Loans Claims.  
7.4.The Total Purchase Price shall be delivered to Seller  
7.4.1.by a cash payment on the Scheduled Closing Date (herein "Cash  
Portion") in an amount equal to the Total Purchase Price minus  
EUR 268,000,000 (in words: Euro two hundred sixty-eight million); and  
7.4.2.by the transfer of 8,055,569 (in words: eight million fifty-five thousand  
five hundred and sixty-nine) shares of common stock of Guarantor,  
USD 0.01 par value, to be delivered to Seller on the Scheduled Closing  
Date (herein "LKQ Shares");  
all in accordance with Section 8 below.  
7.5.At least five (5) Business Days prior to (but excluding) the Scheduled Closing  
Date Seller shall inform Purchaser of the amounts of any (i) Leakage (as defined  
in Section 10.1.19 below) other than Permitted Leakage (as defined in  
Section 10.1.19 below) and (ii) any payments qualifying as Permitted Leakage set  
out on Schedule 10.1.19, which have in each case been made or otherwise  
occurred in the period from the Effective Date until the date ten (10) Business  
Days prior to (but excluding) the Scheduled Closing Date. The Parties agree that  
the total amount of such Leakage, including the Permitted Leakage set out on  









Schedule 10.1.19, shall be compensated by Seller on the Scheduled Closing Date  
through a deduction item in the calculation of the Total Purchase Price pursuant to  
Section 7.1.7 above (herein "IdentifiedLeakage Deduction Amount"). Nothing  
in this Section 7.5 shall affect Purchaser's rights under this Agreement in case of a  
breach of Seller's No Leakage Guarantee (as defined in Section 10.1.19 below)  
and/or Seller's No Leakage Covenant (as defined in Section 13.4 below), if and to  
the extent the respective Leakage is not covered by the Identified Leakage  
Deduction Amount.   
7.6.Until five (5) Business Days prior to (but excluding) the Scheduled Closing Date  
Guarantor may nominate by written notice to Seller in the form attached as  
Exhibit 7.6 and duly executed on behalf of Guarantor, Purchaser and the  






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Substitute Purchaser another wholly-owned direct or indirect Subsidiary of  Guarantor with corporate seat in Germany to replace Purchaser as purchaser under  this Agreement (herein "Substitute Purchaser"). Upon receipt of the duly  executed notice by Seller the original Purchaser shall for all purposes of this  Agreement be deemed replaced by the Substitute Purchaser, all rights and  obligations of the Purchaser shall be deemed assigned to and assumed with release  of the original Purchaser by the Substitute Purchaser and the Substitute Purchaser  shall for all purposes of this Agreement be deemed the Purchaser, provided that  any breaches of this Agreement, consents or other actions of the original Purchaser  shall be fully attributed to the Substitute Purchaser as if the Substitute Purchaser  had committed such breaches, given such consents or performed any other such  actions itself.  




8.Payments and Default; Delivery of LKQ Shares  
8.1.The Cash Portion of the Total Purchase Price shall be due (fällig) on the  









Scheduled Closing Date and shall be paid by Purchaser in accordance with the  
provisions of Section 9.8 below by wire transfer, free of charges (other than by  
Seller's bank) to Seller, in immediately available funds into Seller's bank account  
to be notified by Seller to Purchaser no later than five (5) Business Days prior to  
(but excluding) the Scheduled Closing Date (herein "Seller's Account").   
8.2.Purchaser shall procure (steht dafür ein) the delivery of the LKQ Shares to Seller  
and the booking of the LKQ Shares into Seller's Brokerage Account (as defined  
below) on the Scheduled Closing Date by causing the general counsel of  
Guarantor to send on the Scheduled Closing Date a notice in writing or text form  
to the transfer agent of Guarantor (herein "LKQ Shares Transfer Notice")  
instructing that the LKQ Shares should be issued via electronic delivery to one (1)  
brokerage or securities account with a reputable US or German-based broker  
which shall be notified by Seller to Purchaser in writing no later than five (5)  
Business Days prior to (but excluding) the Scheduled Closing Date (herein  
"Seller's Brokerage Account").   
8.3.Purchaser shall procure (steht dafür ein) that the LKQ Shares are freely  
transferable by Seller immediately following the Closing Date under  
Section 4(a)(1) of the U.S. Securities Act of 1933, as amended (herein "Securities  
Act") and are not "restricted securities" within the meaning of Rule 144(a)(3)  
under the Securities Act. Seller acknowledges receipt on 10 November 2017 of the  
prospectus contained in Guarantor's registration statement on Form S-4 declared  






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effective by the Securities Exchange Commission on 25 August 2009 (herein  
"Registration Statement"), together with Guarantor's most recent reports on  
Form 10-K and 10-Q incorporated by reference therein. Purchaser shall procure  
(steht dafür ein) that K&L Gates LLP, U.S. legal counsel to Guarantor (or another  
reputable US law firm), shall furnish to Seller a written opinion, substantially in  
the form set forth in Exhibit 8.3 and dated the Scheduled Closing Date (herein  
"K&L Gates Opinion"). If only a copy of the K&L Gates Opinion is delivered to  
Seller on the Scheduled Closing Date in accordance with Section 9.8.7 below,  
Purchaser shall procure (dafür einstehen) that the original shall be delivered to  
Seller without undue delay, but in any event no later than three (3) Business Days  
following the Closing Date.  
8.4.Unless otherwise instructed by Seller in writing no later than five (5) Business  
Days prior to (but excluding) the respective due date, all other payments owed by  
Purchaser to Seller under this Agreement shall be paid by Purchaser by wire  
transfer, free of charges (other than by Seller's bank) to Seller, in immediately  
available funds into Seller's Account.  
8.5.All payments owed by Seller to Purchaser under this Agreement, if any, shall be  
paid by, or on behalf of, Seller by wire transfer, free of charges (other than by  
Purchaser's bank) to Purchaser, in immediately available funds into the bank  
account notified by Purchaser to Seller in writing no later than five (5) Business  
Days prior to (but excluding) the respective due date.   
8.6.Except as otherwise provided herein, each of the Parties shall pay interest on any  
amount becoming due (fällig) and payable (zahlbar) to any other Party under this  
Agreement as from (and including) the respective due date until (but excluding)  
the day of actual payment at the rate of 900 bp (in words: nine hundred basis  









points) above the base interest rate (Basiszinssatz) within the meaning of  
Section 247 German Civil Code (BGB). In case Purchaser fails to pay any portion  
of the Cash Portion of the Total Purchase Price in accordance with Section 8.1  
above, the foregoing default interest (Verzugszins) shall be paid in addition to the  
Daily Cash Amount and the Increased Daily Cash Amount I and the Increased  
Daily Cash Amount II, if any.  




9.Closing Condition and Closing  
9.1.The closing (Vollzug) of the transactions contemplated under this Agreement  
(herein "Closing") pursuant to Section 9.8 below shall be subject to the condition  






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precedent (aufschiebende Bedingung) (herein "Closing Condition") that the  
merger control approvals or clearances required under the European merger  
control rules or, in case of a full referral to national authorities, national merger  
control rules or, in case of a partial referral to national authorities, both the  
European and national merger control rules, have been obtained or are deemed, by  
applicable laws, to have been obtained, e.g. because of the lapse, expiration or  
termination of the applicable waiting periods or because jurisdiction has been  
declined (herein collectively "Antitrust Clearances").  
9.2.Purchaser shall take all actions necessary to prepare the necessary filings for the  
Antitrust Clearances as soon as reasonably possible following the Signing Date  
and shall commence pre-filing guidance by filing the draft Form CO no later than  
fifteen (15) Business Days after the Signing Date and the final Form CO at the  
earliest date acceptable to the European Commission. Purchaser shall take all  









actions necessary to furnish the relevant authority with all information required in  
connection therewith. Seller undertakes to reasonably cooperate with Purchaser by  
(i) providing information concerning Stahlgruber Group and the Business, to the  
extent reasonably required by Purchaser for such purpose, and (ii) taking the  
actions set forth in Exhibit 9.2, in each case to the extent reasonably required and  
reasonably requested by Purchaser to support Purchaser to comply with  
Purchaser's Antitrust Undertakings (as defined in Section 9.2.2 below) (herein  
"Seller's Antitrust Cooperation Obligations"). Further, the Parties agree on the  
following:  
9.2.1.Purchaser shall (i) give Seller reasonable advance notice of any  
notification, submission or other communication which it proposes to  
make or submit to any authority and (ii) provide Seller with copies of  
such draft notification, submission or correspondence and any supporting  
documentation or information reasonably requested by Seller, provided  
that Purchaser shall, to the extent required by law, not be obliged to  
provide Seller with any confidential information or business secrets,  
which information shall be provided to Seller's counsel on a counsel-to- 
counsel basis only. Purchaser undertakes to take any comments of Seller  
in relation to any such notification, submission or communication into  
due consideration. Purchaser further agrees to keep Seller fully informed  
as to the progress of any notification made in order to obtain the  
Antitrust Clearances. Seller and its advisors shall be entitled to attend all  
meetings with any relevant authority or other persons or bodies (unless  
prohibited by the relevant authority or other person or body or law) and  

















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make oral submissions at such meetings to the extent necessary or  
appropriate.  
9.2.2.Purchaser shall be responsible for obtaining the Antitrust Clearances and,  
in particular, shall undertake (or cause to be undertaken) any and all  
steps necessary to avoid or eliminate each and every impediment under  
any law, rule or regulation that may be asserted by any relevant authority  
so as to enable Seller and Purchaser to consummate the transactions  
contemplated under this Agreement, including (i) committing to and  
effecting as promptly as possible (i.e. in first phase proceedings, if  
possible under relevant rules), the sale or disposition of any assets,  
properties or businesses (or any parts thereof) of the Companies,  
Purchaser and/or any of its Affiliates, and (ii) entering into such other  
arrangements, including any business restrictions, necessary to avoid the  
effect of delaying or preventing the consummation of the transactions  
contemplated under this Agreement (herein "Purchaser's Antitrust  
Undertakings").  
9.3.Purchaser shall not, and shall procure (steht dafür ein) that its Affiliates shall not,  
enter into any transaction or any agreement to effect any transaction (including  
any merger or acquisition) that might reasonably be expected to make it more  
difficult or to materially increase the time required to obtain the Antitrust  
Clearances.  









9.4.Purchaser shall notify Seller in writing without undue delay of (i) the Closing  
Condition having been fulfilled and/or (ii) the definitive (endgültige) failure of the  
Closing Condition to be fulfilled.  
9.5.Seller shall, until Closing has occurred, be entitled to withdraw from (zurücktreten)  
this Agreement with effect for all Parties by written notice to Purchaser (i) if the  
Closing Condition is not fulfilled until the date which is 300 days after the Signing  
Date (herein "Drop Dead Date"), or (ii) if Purchaser has not fulfilled all of the  
Closing Events in breach (schuldhafte Pflichtverletzung) of the terms and  
conditions of this Agreement and such breach by Purchaser has not been remedied  
by Purchaser within ten (10) Business Days after having been notified by Seller in  
writing of such breach, unless Seller is at the same time in breach of Seller's  
obligations to fulfill the Closing Events or in default with any action required to be  
taken by Seller under this Agreement and necessary for Purchaser to fulfill the  
Closing Events (herein "Closing Default").   








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	9.6.
	In the event of a withdrawal (Rücktritt) of Seller, none of the Parties shall have  


any obligation or incur any liability towards any of the other Parties provided that  
(i) the obligation of Purchaser to pay the Break Fee (as defined in Section 9.7  
below), (ii) the obligation of a Party to pay further damages for breach  
(schuldhafte Pflichtverletzung) of this Agreement prior to the date of withdrawal,  
if any, and (iii) the provisions in Section 20 through Section 29 below shall in each  
case survive and remain in full force and effect.  
9.7.    If and once   









9.7.1.Seller has withdrawn (zurückgetreten) from this Agreement pursuant to  
Section 9.5 above because any of the Antitrust Clearances has not been  
obtained prior to, or at the latest on, the Drop Dead Date, unless the  
failure to obtain the relevant Antitrust Clearances is the result of Seller  
breaching, in a grossly negligent manner (grob fahrlässig) or wilfully  
(vorsätzlich), Seller's Antitrust Cooperation Obligations, it being agreed  
that the failure to obtain the relevant Antitrust Clearances shall be  
deemed the result of any such breach by Seller of Seller's Antitrust  
Cooperation Obligations only if such breach by Seller of Seller's  
Antitrust Cooperation Obligations was the primary cause for the failure  
to obtain the relevant Antitrust Clearances; or  
9.7.2.Seller has withdrawn (zurückgetreten) from this Agreement pursuant to  
Section 9.5 above because of a Closing Default by Purchaser,  
Purchaser shall pay to Seller a break fee in the amount of EUR 75,000,000 (in  
words: Euro seventy-five million) as liquidated damages (pauschalierter  
Schadensersatz) to compensate Seller for any costs, expenses and other damages  
incurred in connection with the transactions contemplated under this Agreement  
(herein "Break Fee"). The Break Fee shall not prejudice Seller from claiming  
from Purchaser, in any form whatsoever, further damages of any kind exceeding  
the Break Fee incurred as a result of a breach (schuldhafte Pflichtverletzung) of the  
terms and conditions of this Agreement.  
9.8.Closing shall occur on the Scheduled Closing Date. At 10:00 a.m., or any other  
time as agreed between the Parties, on the Scheduled Closing Date, the Parties  









and/or their duly authorized representatives shall convene at the offices of  
Hengeler Mueller, Leopoldstr. 8-10, 80802 Munich, Germany, or any other place  
as agreed between the Parties, and the following events (herein "Closing Events")  
shall take place simultaneously (Zug-um-Zug):  






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9.8.1.Delivery by Seller to Purchaser of a written confirmation that Seller has  
not breached any of the Fundamental Guarantees (as defined in  
Section 16.1.1 below) substantially in the form as attached hereto as  
Exhibit 9.8.1;  
9.8.2.Execution of the Share Transfer Agreement between Seller and  
Purchaser;  
9.8.3.Execution of (i) the Downstream Loans Claims Transfer Agreement  
between Seller and Purchaser and/or (ii) the Upstream Loans  
Assumption Agreement between Seller and Purchaser, as applicable;  
9.8.4.Execution of the Transitional Services Agreements (as defined in  
Section 15.5 below) between Seller and the Target Company, unless  
executed prior to the Scheduled Closing Date;  
9.8.5.Execution of the License Agreement (as defined in Section 15.6 below)  
between Seller and the Target Company, unless executed prior to the  
Scheduled Closing Date;  
9.8.6.Submission by the general counsel of Guarantor of the LKQ Shares  
Transfer Notice and booking of the LKQ Shares into Seller's Brokerage  
Account;   









9.8.7.Delivery of the original or a copy of the K&L Gates Opinion to Seller;  
and   
9.8.8.Payment by Purchaser of the Cash Portion of the Total Purchase Price to  
Seller's Account once the Closing Event set forth in Section 9.8.6 above  
has been fulfilled.  
9.9.Each of Seller and Purchaser may waive the non-fulfilment of any of the Closing  
Events (or parts thereof) by the respective other Party by written notice to the  
other Party, provided that (i) the Closing Event pursuant to Section 9.8.1 may only  
be waived by Purchaser, (ii) the Closing Events pursuant to Sections 9.8.2 through  
9.8.5 above may only be waived by Seller and Purchaser jointly and (iii) the  
Closing Events pursuant to Sections 9.8.6 through 9.8.8 above may only be  
waived by Seller. Each of Seller and Purchaser hereby irrevocably accepts any  
such waiver by the other Party. Any such waiver shall not prejudice any rights or  
remedies which may be available to the waiving Party under or in connection with  






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this Agreement. Any such waiver may include a requirement that the relevant  
Closing Event (or parts thereof) shall be fulfilled as soon as possible and the  
waiving Party shall in such case be entitled to request such due performance after  
the Closing Date.  
9.10.Immediately following the fulfilment and/or waiver, as the case may be, of all  
Closing Events, Seller and Purchaser shall execute a closing protocol substantially  
in the form as attached hereto as Exhibit 9.10 confirming the due fulfilment  









and/or valid waiver, as the case may be, of the Closing Condition and all Closing  
Events.  




10.Seller's Guarantees  
10.1.Seller hereby guarantees, subject to any limitations contained in this Agreement, in  
particular the remedies set forth in Section 12 below, the Time Limitations (as  
defined in Section 16.1 below), the exclusion of De Minimis Claims (as defined in  
Section 16.3 below), the Deductible (as defined in Section 16.3 below), the W&I  
Liability Cap (as defined in Section 16.4 below) and the General Liability Cap (as  
defined in Section 16.5 below), by way of an independent guarantee pursuant to  
Section 311 (1) German Civil Code (BGB) that the statements set forth in  
Sections 10.1.1 through 10.1.19 below are true and correct on the Signing Date or  
as at any other date explicitly referred to below (herein collectively "Seller's  
Guarantees" and each a "Seller's Guarantee"):  
10.1.1.Enforceability and Capacity. On the Signing Date and on the Closing  
Date, this Agreement constitutes the legal, valid and binding obligation  
of Seller, enforceable under applicable laws against Seller in accordance  
with its terms, except to the extent that the enforceability thereof may be  
limited by bankruptcy or insolvency laws. Seller has the absolute and  
unrestricted right, power, authority and capacity to execute and perform  
this Agreement. Except for the Antitrust Clearances and any notices  
required under the External Debt Financing Agreements, Seller is not  
required to give any notice to any person or obtain any consent or  
governmental authorization or approval in connection with the execution  
and performance of this Agreement by Seller.  









10.1.2.Existence of the Target Company and Ownership of the Target  
Shares. On the Signing Date and on the Closing Date, the Target  
Company is duly incorporated and validly existing under the laws of  






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Germany, and Seller is the sole owner of the Target Shares. On the  
Signing Date and the Closing Date, the Target Shares have been duly  
authorized and validly issued, fully paid in and, except for the Financing  
Securities, have not been pledged, assigned, charged or used as a security  
to or by a third party and are, except for the Financing Securities, free  
and clear of any pending transfer or other third party rights.   
10.1.3.Existence and Ownership of the Downstream Loans Claims. On the  
Closing Date, each of the Downstream Loans Claims, if any, validly  
exists and Seller is the owner of the Downstream Loans Claims, if any,  
and, except for the Financing Securities, the Downstream Loans Claims,  
if any, are free and clear of any pending transfer or third party rights.  
10.1.4.Existence and Ownership of Stahlgruber Subsidiaries. Except as  
disclosed in Schedule 10.1.4, each of the Stahlgruber Subsidiaries is  
duly incorporated and validly existing under the laws of its jurisdiction  
and the shares held indirectly by Seller in the Stahlgruber Subsidiaries  
and in Auto Teile Ring GmbH and ATR International AG (i) are owned  
by the Companies as set forth in Exhibit (A), and (ii), except for the  
Financing Securities, have not been pledged, assigned, charged or used  









as a security to or by a third party and, except for the Financing  
Securities, are free and clear of any pending transfer or other third party  
rights, it being understood that with respect to any Subsidiaries of  
Optimal AG & Co. KG the foregoing statements of Seller are made to  
the Knowledge of Seller only. To the Knowledge of Seller, the shares  
held indirectly by Seller in the Stahlgruber Subsidiaries have been duly  
authorized, validly issued and fully paid in.   
10.1.5.Bankruptcy or Judicial Composition Proceedings. No bankruptcy or  
judicial composition proceedings concerning Seller or, to the Knowledge  
of Seller and except as disclosed in Schedule 10.1.5, a Company have  
been applied for (i) by the management of Seller or any Company, or (ii),  
to the Knowledge of Seller, any third party, and, to the Knowledge of  
Seller, no circumstances exist which would require the application for  
any bankruptcy or judicial composition proceedings concerning Seller or  
any Company or justify any action of voidance of this Agreement.  
10.1.6.Enterprise Agreements and Joint Shareholdings Documentation. To  
the Knowledge of Seller and except as disclosed in Schedule 10.1.6-1,  
the Companies are not party to any enterprise agreements within the  






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meaning of Sections 291 and 292 German Stock Corporation Act (AktG)  
or comparable profit sharing or pooling agreements or arrangements  









under the laws of any other jurisdiction. To the Knowledge of Seller,  
Schedule 10.1.6-2 contains a complete list of the currently applicable  
version of the articles of association, by-laws, charters or equivalent  
corporate documents, partnership agreements and shareholders  
agreements, including all amendments, supplements or other ancillary  
stipulations thereto, relating to (i) Optimal AG & Co. KG, (ii) PV  
Automotive GmbH, (iii) Neimcke GmbH & Co. KG or (iv) CZ  
Aftermarket Holding GmbH (herein "Material JV Companies") (herein  
collectively "Joint Shareholdings Documentation") and there are no  
pending filings to any company register or authority, shareholders  
resolutions or partners resolutions or other binding commitments of any  
Material JV Company regarding an amendment, supplement to or  
termination of any Joint Shareholdings Documentation. To the  
Knowledge of Seller, the Material Companies and the relevant  
counterparties are in a status of due fulfilment of the Joint Shareholdings  
Documentation and neither the Material JV Companies nor a  
counterparty has asserted in writing to the relevant other party a breach  
of any Joint Shareholdings Documentation, in each case except for  
instances which do not have a Material Adverse Effect (as defined in  
Section 10.5 below).  
10.1.7.Conduct of Business. To the Knowledge of Seller and except for the  
transactions described in or contemplated under this Agreement and/or  
disclosed in Schedule 10.1.7, or as required by law, in the period from  
the Effective Date until the Signing Date, (i) the Material Companies  
have conducted their respective business operations, in all material  
respects, consistent with past practice, except where the failure to do so  
would not result in a Material Adverse Effect, and (ii) with respect to the  
Material Companies none of the following has occurred:  
10.1.7.1.the extension of any guarantees, suretyships, letters of comfort  









or similar instruments securing any obligations of any third  
party (excluding any Company), in each case with an amount  
of at least EUR 1,000,000 (in words: Euro one million);  
10.1.7.2.incurrence of any material indebtedness or other material  
financial liabilities of any nature, in each case of at least  








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EUR 1,000,000 (in words: Euro one million), except in the  
ordinary course of business;  
10.1.7.3.any sale, transfer, creation of encumbrances or other  
disposition of any material fixed assets, in each case with a  
value of at least EUR 1,000,000 (in words: Euro one million),  
except in the ordinary course of business;  
10.1.7.4.any express waiver or other abolishment of any material rights,  
in each case with a value of at least EUR 1,000,000 (in words:  
Euro one million), except if being made as part of the  
settlement of a commercial dispute which has arisen and has  
been settled in the ordinary course of business in good faith;  
10.1.7.5.any increase of remuneration, including the granting of new  
material employee benefits, to any of its managing directors  
(Geschäftsführer) or employees, resulting in an increase of the  









overall personnel costs of (i) the Target Company, (ii) PV  
Automotive GmbH, (iii) Neimcke GmbH & Co. KG, (iv)  
Stahlgruber Ges.m.b.H. (Austria), (v) APM Automotive s.r.o.,  
(vi) Stahlgruber CZ S.R.O. or (vii) the Material Companies as  
a whole, in each case of (i) through (vii) by more than ten  
percent (10%), except (A) in the ordinary course of business,  
(B) as required by law or (C) as required by collective  
bargaining agreement or reference to any such collective  
bargaining agreement in any individual employment  
agreement, except for collective bargaining agreements which  
have been entered into specifically for the relevant Companies  
(Haustarifverträge) after the Effective Date; or  
10.1.7.6.any theft, damage, destruction or casualty loss of assets, in  
each case, if and to the extent not covered by any insurance  
and in each case with a value of at least EUR 1,000,000 (in  
words: Euro one million).  
10.1.8.Effective Date Accounts. The consolidated financial statements of the  
Target Company (Teilkonzernabschluss) for the twelve (12) months'  
period commencing on 1 January 2016 and ending on the Effective Date,  
comprising a consolidated management report (Teilkonzernlagebericht),  
a consolidated balance sheet (Teilkonzernbilanz), a consolidated profit  






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and loss statement (Teilkonzern-Gewinn- und Verlustrechnung),  
consolidated notes (Teilkonzernanhang), a consolidated statement of  
cash flow (Teilkonzern-Kapitalflussrechnung) and a consolidated  
statement of changes in equity (Teilkonzern-Eigenkapitalspiegel), a copy  
of which is attached hereto as Exhibit 10.1.8 (herein "Effective Date  
Accounts") have been prepared by the management of the Target  
Company and have been audited (geprüft) by Deloitte GmbH  
Wirtschaftsprüfungsgesellschaft. Based on the facts and circumstances  
actually known (positive Kenntnis) by the management of the Target  
Company at the time of the preparation (Aufstellung) of the Effective  
Date Accounts to the Knowledge of Seller the Effective Date Accounts,  
except for the consolidated management report (Teilkonzernlagebericht),  
give a true and fair view of the consolidated assets (Vermögenslage),  
financial position (Finanzlage) and earnings (Ertragslage) of the  
consolidated group described in the Effective Date Accounts as at the  
Effective Date or for the year then ended, respectively, in each case in  
accordance with the requirements under German GAAP, it being  
understood that nothing in this Seller's Guarantee shall be construed or  
interpreted as an objective balance sheet guarantee (objektive  
Bilanzgarantie).  
10.1.9.Material Assets. To the Knowledge of Seller, the fixed assets  
(Anlagevermögen) of the Material Companies, other than real property  
and buildings, which are necessary and required for carrying out the  
Business in substantially the same manner as on the Signing Date (herein  
collectively "Material Assets") are owned or held in lawful possession  
by the Material Companies, except where the failure to do so would not  
result in a Material Adverse Effect. To the Knowledge of Seller, the  
Material Assets are not charged with any rights of third parties including  









the transfer for security purposes (Sicherungsübereignungen), except for  
(i) the Financing Securities, (ii) customary rights of retention of title  
(handelsüblicheEigentumsvorbehalte), liens, pledges or other security  
rights in favour of suppliers, mechanics, workers, landlords, carriers and  
the like, (iii) statutory security rights in favour of Tax Authorities or  
other governmental authorities, and (iv) other encumbrances  
(Belastungen) that would not result in a Material Adverse Effect. To the  
Knowledge of Seller and except as disclosed in Schedule 10.1.9,  
(y) each Material Company either owns or lawfully uses on the basis of  
valid leasing and licensing agreements (entered into by any Company)  
all computer hardware, software, networks and other information  






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technology (herein collectively "Information Technology") which it  
uses in its business on the Signing Date, except where the failure to do so  
would not result in a Material Adverse Effect, and (z) with respect to the  
Information Technology there have not been in the twelve (12) months'  
period prior to the Signing Date any major interruptions, major data  
losses or major similar incidents relating to the Information Technology,  
except in each case for any which did not have a Material Adverse Effect.  
10.1.10.Real Estate.  
10.1.10.1.To the Knowledge of Seller, Schedule 10.1.10.1 contains a  









complete list of (i) all real property (Grundstücke) owned by  
		
	the Material Companies (including 
	joint ownership  


(Miteigentum)) and (ii) all hereditary building rights  
(Erbbaurechte) owned by the Material Companies.  
10.1.10.2.To the extent the Material Companies have within the sixty  
(60) months' period prior to the Signing Date acquired real  
estate for a purchase price of at least EUR 1,000,000 (in  
words: Euro one million) from municipalities or other entities  
of the public administration, the acquisitions did not constitute,  
to the Knowledge of Seller, in whole or in part, public  
subsidies (öffentliche Beihilfen) and, to the Knowledge of  
Seller, such acquisitions are not therefore rendered void or  
trigger a liability of the relevant Material Company in excess  
of EUR 1,000,000 (in words: Euro one million).  
10.1.10.3.To the Knowledge of Seller and except as disclosed in  
Schedule 10.1.10.3, (a) no Material Company is (i) under  
applicable Law currently obligated to remediate any  
contamination of the soil, leachate, soil-vapor, groundwater,  
surface water or building on any real estate owned or used by  
it as of the Signing Date, (ii) under any order of any public  
authority obligated to monitor, investigate, contain or remedy  
any contamination on any such real estate, or (iii) in receipt of  
any current written notice by any public authority or current  
claim by a third party alleging in writing about any such  
contamination, in each case except for any instances which do  









not have a Material Adverse Effect, and (b) Seller has  
disclosed to Purchaser in the documents and/or by the means  






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referred to in Section 12.3.5 all written environmental audit or  
other environmental review reports (x) prepared by external  
advisors on behalf of Seller, the Target Company or  
Stahlgruber Immobilien GmbH & Co. KG, a limited  
partnership (Kommanditgesellschaft) under the laws of  
Germany, having its registered office at Gruber Str. 65, 85586  
Poing, Germany, and registered with the commercial register  
(Handelsregister) of the local court (Amtsgericht) of Munich  
under number HRA 104141     (herein "Stahlgruber  
Immobilien GmbH & Co. KG"), or (y) received by Seller,  
the Target Company or Stahlgruber Immobilien GmbH & Co.  
KG in writing, in each case of (x) and (y) within the three (3)  
years' period preceding the Signing Date with respect to any  
real estate currently owned by Stahlgruber Immobilien GmbH  
& Co. KG as of the Signing Date and indicating a  
contamination within the meaning of item (a)(i) above the  
remediation of which is likely to trigger costs for remediation  
measures of Stahlgruber Immobilien GmbH & Co. KG in  
excess of EUR 1,000,000 (in words: Euro one million).   
10.1.11.Intellectual Property Rights. To the Knowledge of Seller,  
10.1.11.1.the Material Companies hold title in, or have a right to use  









(including under any rights of any other Company), all patents,  
trademarks, internet domains and other registered intellectual  
property rights that are necessary to operate the Business in  
substantially the same manner as conducted on the Signing  
Date, and the lack of which would result in a Material  
Adverse Effect (herein "Material IP Rights");  
10.1.11.2.all registration and maintenance fees have been paid to validly  
maintain the Material IP Rights with the competent authorities;  
10.1.11.3.the Material IP Rights are valid and no rights forming part of  
such Material IP Rights have been abandoned, have lapsed or  
have been otherwise lost through the action or failure to act by  
Seller or any Material Company, it being understood that such  
action or failure shall not include (i) any abandonments,  
lapses or other losses incurred in the regular course of  
prosecution of the Material IP Rights or (ii), with respect to  






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the trademarks forming part of the Material IP Rights, any  
susceptibility to cancellation for non-use;  
10.1.11.4.except as disclosed in Schedule 10.1.11.4, within the twelve  
(12) months' period prior to the Signing Date, there were no  









written third party challenges regarding the validity of any of  
the Material IP Rights directed to a governmental authority or  
court, except for official communications from trademark  
offices as part of normal prosecution; and  
10.1.11.5.except as disclosed in Schedule 10.1.11.5, (i) within the  
twelve (12) months' period prior to the Signing Date, no third  
party has notified Seller or any of the Material Companies in  
writing of any alleged material infringement of such third  
party's registered intellectual property rights by the conduct of  
any Material Company's business and (ii) there exist no such  
infringements, except for infringements which do not have a  
Material Adverse Effect.  
10.1.12.Employees.  
10.1.12.1.To the Knowledge of Seller, Schedule 10.1.12.1 sets forth a  
list of (i) all collective bargaining agreements (Tarifverträge)  
or comparable agreements in foreign jurisdictions applicable  
to the Material Companies and (ii) all agreements entered into  
within the three (3) years' period prior to the Signing Date  
between any of the Material Companies and a workers'  
council (Betriebsrat) or a comparable council in a foreign  
jurisdiction of a Material Company which, in each case of  
(i) and (ii), contain (x) material limitations to terminate  
employment agreements, including severance payments,  
(y) obligations of a Material Company to maintain  
establishments at certain sites, or (z) guarantees to maintain a  









certain number of employees.   
10.1.12.2.To the Knowledge of Seller, Schedule 10.1.12.2 contains a  
complete and correct list as at the Signing Date of the service  
or employment contracts, as the case may be, with employees  
and managing directors (Geschäftsführer) of the Material  
Companies with an annual target salary (including base salary  






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and target bonus) in excess of EUR 120,000 (in words: Euro  
one hundred twenty thousand) in the individual case (herein  
"Key Employees"). To the Knowledge of Seller, none of the  
Key Employees has given written notice of termination of his  
or her service or employment.  
10.1.12.3.To the Knowledge of Seller, Schedule 10.1.12.3-1 contains a  
complete and correct list of all plans, regulations, schemes,  
agreements and other arrangements under which the Material  
Companies are obliged to provide to any current or former  
directors or employees any pensions or other post- 
		
	employment benefits, 
	including old-age part-time  


(Altersteilzeit) arrangements, in each case if the sum of the  
current or future annual or one-time lump-sum payment  
obligations to all recipients thereunder amounts to at least  









EUR 1,000,000 (in words: Euro one million). To the  
Knowledge of Seller and except as disclosed in  
Schedule 10.1.12.3-2, the obligations under Section 16 of the  
German Pensions Act (BetrAVG) have been complied with.  
10.1.13.Material Agreements. To the Knowledge of Seller and except as  
disclosed in Schedule 10.1.13, the Material Companies are not a party to  
any of the following agreements or commitments relating to the Business  
which are not otherwise referred to in this Agreement and which have  
not yet been completely fulfilled (nicht vollständig erfüllte Verträge),  
excluding any agreements which are concluded exclusively between  
Companies:   
10.1.13.1.agreements relating to the acquisition or disposal (whether by  
share or asset deal) of any business or any shares or interests  
in any corporations or partnerships or any real property;  
10.1.13.2.joint venture, shareholders or consortium agreements;  
10.1.13.3.loan and credit agreements, or other agreements or  
instruments evidencing financial indebtedness of any of the  
Material Companies, including financial leases, factoring  
agreements, asset-backed security transactions or agreements  
relating to swaps, futures, options or other financial  
derivatives, in each case involving outstanding liabilities,  






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individually, in excess of EUR 500,000 (in words: Euro five  
hundred thousand), but excluding the External Debt Financing  
Agreements;  
10.1.13.4.agreements securing, individually, financial indebtedness of  
third parties (other than any other Company) in excess of  
EUR 500,000 (in words: Euro five hundred thousand), such as  
pledges, guarantees (Garantien oder Bürgschaften) or letters  
of comfort (Patronatserklärungen) extended by any of the  
Material Companies to any third party (other than any other  
Company), but excluding the Financing Securities and any  
obligations under the External Debt Financing Agreements;  
10.1.13.5.framework agreements, agreements covering multiple  
supplies over a certain period and other long-term purchasing  
agreements entered into between suppliers of the Business and  
any of the Material Companies (excluding agreements which  
are essentially limited to setting on an annual basis prices,  
discounts, boni, delivery, warranty or related terms (Jahres- 
Konditionenvereinbarungen), such agreements within  
Stahlgruber Group inter alia referred to as Stahlgruber  
Konzernrahmenvereinbarung (Jahr), and any individual  
orders under framework agreements) with a prospective  
aggregate order volume for the financial year 2017 exceeding  
EUR 2,000,000 (in words: Euro two million) in the individual  









case;   
10.1.13.6.framework agreements, agreements covering multiple  
deliveries over a certain period and other long-term customer  
agreements entered into between customers of the Business  
and any of the Material Companies (excluding agreements  
which are essentially limited to setting on an annual basis  
prices, discounts, boni, delivery, warranty or related terms  
(Jahres-Konditionenvereinbarungen), such agreements within  
		
	Stahlgruber Group 
	inter alia     referred     to as  


Rahmenvereinbarung (Jahr) or Jahreszielvereinbarung (Jahr), 
and any individual orders under framework agreements) with  
a prospective aggregate order volume for the financial year  
2017 exceeding EUR 5,000,000 (in words: Euro five million)  
in the individual case; and   






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10.1.13.7.lease agreements (Mietverträge und Pachtverträge) regarding  
real property or premises to which a Material Company is a  
party as tenant (Mieter oder Pächter) and which provide for  
(i) a fixed term of at least one (1) year after the Signing Date  
and (ii) an annual net rent (excluding ancillary costs  
(Nebenkosten)) (jährliche Netto-Kaltmiete/-Pacht) in excess  
of EUR 500,000 (in words: Euro five hundred thousand) in  
the individual case.  
The agreements disclosed in Schedule 10.1.13 are herein collectively  









referred to as "Material Agreements".  
10.1.14.Status of Material Agreements. To the Knowledge of Seller and except  
as disclosed in Schedule 10.1.14, the validity of any of the Material  
Agreements has not been challenged by any party to any such Material  
Agreement, none of the Material Agreements has been terminated by any  
party for cause (aus wichtigem Grund) nor has any party to such Material  
Agreement given written notice about its intention to terminate the  
relevant Material Agreement for cause (aus wichtigem Grund), except  
where such termination would not result in a Material Adverse Effect. To  
the Knowledge of Seller, no party to a Material Agreement is in breach  
of its obligations under the relevant Material Agreement which could  
result in a Material Adverse Effect.  
10.1.15.Insurance. To the Knowledge of Seller, (i) Schedule 10.1.15-1 contains  
a list of all material insurance policies providing for annual premium  
payments exceeding EUR 50,000 (in words: Euro fifty thousand) in the  
individual case which are maintained by or for the benefit of a Material  
Company and required for carrying out the Business in substantially the  
same manner as on the Signing Date (herein "Insurance Policies"),  
(ii) all premiums under the Insurance Policies due and payable until the  
Signing Date have been paid, and (iii) none of the Insurance Policies has  
been cancelled or terminated by any Material Company and none of the  
Material Companies has received any written notice of termination,  
except, in each case, where the non-compliance with (i) through (iii)  
would not result in a Material Adverse Effect. To the Knowledge of  









Seller, except as disclosed in Schedule 10.1.15-2, there exist no claims  
under the Insurance Policies in an amount in excess of EUR 250,000 (in  
words: Euro two hundred fifty thousand) in the individual case which  
have been notified, but not yet settled.   






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10.1.16.Compliance with Laws. 
10.1.16.1.To the Knowledge of Seller and except as disclosed in  
Schedule 10.1.16.1, the Material Companies (i) validly hold  
all permits by any public authorities necessary for their  
business, except for those the absence of which would not  
result in a Material Adverse Effect and (ii) have conducted the  
Business in the twelve (12) months' period preceding the  
Signing Date in compliance with all applicable laws and  
regulations and orders of competent public authorities,  
including anti-bribery and anti-money-laundering laws and,  
with respect to horizontal relationships, all antitrust and  
competition laws, in each case except where the failure to do  
so would not result in a Material Adverse Effect.   
10.1.16.2.In the five (5) years' period prior to the Signing Date, the  
communications of the Material Companies with their  
respective wholesale customers (Großhändler) complied with  
applicable law in all material respects.  









10.1.16.3.To the Knowledge of Seller and except as disclosed in  
Schedule 10.1.16.3, no Material Company, except for  
Optimal AG & Co. KG, has in the three (3) years' period prior  
to the Signing Date made, and Optimal AG & Co. KG and its  
Subsidiaries as of the Signing Date do not make, any delivery  
of any product to (i) a delivery address in Iran, Iraq or Syria or  
(ii) any person with delivery address in Russia which was at  
the time of the delivery on a then applicable list of restricted  
parties under embargo or other sanctions provisions imposed  
by the European Union or the United States, in each case  
except for deliveries of products in a total value in none of the  
three (3) years prior to the Signing Date exceeding  
EUR 500,000 (in words: Euro five hundred thousand). To the  
		
	Knowledge of Seller, 
	the contemplated exclusive  


distributorship agreement of Optimal Istanbul Otomotiv Parca  
Sanayi ve Ticaret A.S. with a third-party distributor for sales  
in Turkey, Iran, Iraq and Syria has not yet been concluded  
with binding effect on Optimal Istanbul Otomotiv Parca  
Sanayi ve Ticaret A.S..  








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10.1.17.Litigation. To the Knowledge of Seller and except as disclosed in  









Schedule 10.1.17, (i) the Material Companies are not involved as  
claimant or defendant in any pending (rechtshängig) court, arbitration or  
administrative proceedings having a litigation value (Streitwert) in  
excess of EUR 500,000 (in words: Euro five hundred thousand) in the  
individual case, and (ii) no such proceedings have been threatened by or  
to the Material Companies in writing.  
10.1.18.Taxes. To the Knowledge of Seller and except as disclosed in  
Schedule 10.1.18,  
10.1.18.1.all Tax returns required to be filed with any Tax Authority by  
or on behalf of any Material Company within the three (3)  
years' period prior to the Signing Date have been prepared  
diligently and in good faith within the meaning of Section 150  
para. 2 German Tax Code (AO) (or equivalent provisions  
under the laws of any other jurisdiction), in all material  
respects, and have been filed when due;  
10.1.18.2.each of the Material Companies has timely paid and/or  
withheld when due all Taxes shown as payable by it on any  
Tax assessment issued by any Tax Authority or on any Tax  
return filed by it with any Tax Authority; and  
10.1.18.3.(i) none of the Material Companies is involved in any  
extraordinary Tax audit or investigation (other than routine  
Tax audits in the ordinary course of business), (ii) no Tax  
dispute or other proceeding is pending in respect of any  
Material Company, and (iii) no Material Company has been  
notified by any Tax Authority that such authority intends to  
commence any such proceeding. 
10.1.19.No Leakage. During the period from (but excluding) the Effective 









Date  
until the Signing Date, there has been no Leakage (as defined  
hereinafter). "Leakage" shall mean any of the following actions carried  
out towards or for the benefit of (i) Seller or (ii) a Seller's Affiliate or  
(iii) a Seller-Related Person:  












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10.1.19.1.any payment or declaration of any interim or other dividend or  
similar distribution (whether direct or indirect, in cash or in  
kind) paid or made by any Company;  
10.1.19.2.any return of share capital (whether by reduction of share  
capital or redemption or purchase of shares, or otherwise) by  
any Company;   
10.1.19.3.any payment of, or assumption by a Company of, or any  
granting of guarantees or securities by a Company for, any  
liabilities vis-à-vis third parties owed by, Seller or a Seller's  
Affiliate or a Seller-Related Person;   
10.1.19.4.any other payment or other transfer of value, except for any  
payments made or effected under any loan or financing  
agreements other than interest, costs and charges, by a  
Company, or by a third party on the instruction and for the  









account of a Company, to Seller or a Seller's Affiliate or a  
Seller-Related Person under any contractual arrangement, but  
(i) only if and to the extent such payment or transfer does not  
constitute an Ordinary-course Intragroup-Transaction (as  
defined in Section 10.2 below) within the meaning of  
Section 10.2.1.1 below and (ii) not if such payment or transfer  
does constitute an Ordinary-course Intragroup-Transaction  
		
	within 
	the meaning of Section 10.2.1.2     through  


Section 10.2.1.4 below, it being agreed that any payment or  
transfer of value shall be deemed to constitute an Ordinary- 
course Intragroup Transaction within the meaning of  
Section 10.2.1.2 through Section 10.2.1.4 below which (i) if  
made in the calendar year 2016 or in the calendar year 2017  
until and including 30 November 2017 is reflected in any of  
		
	the balances of 
	intragroup payments set out     in  


Exhibit 10.1.19.4 (herein "Intragroup Payments Summary")  
or (ii) if made after 30 November 2017 (A) falls within the  
categories of payments set out in the Intragroup Payments  
Summary and (B) its amount is materially consistent with the  
pricing level of equivalent or similar payments reflected in the  
Intragroup Payments Summary;  










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10.1.19.5.any waiver by a Company of a claim against Seller or a  
Seller's Affiliate or a Seller-Related Person, except that this  
was made as part of a settlement of a commercial dispute of  
the relevant Company under a commercial agreement between  
the Seller, a Seller's Affiliate or a Seller-Related Person on the  
one side and the relevant Company on the other side which  
has arisen and has been settled in the ordinary course of  
business in good faith;  
10.1.19.6.any payment by a Company of any bonus, extra compensation,  
fees or commissions to any of its managing directors, similar  
executives, members of a corporate body, employees, brokers,  
finders, agents or advisers, in each case (i) to the extent  
granted or made with respect to the preparation, negotiation  
and/or conclusion of this Agreement and/or the consummation  
of the transactions contemplated under this Agreement and  
(ii) in case of payments to employees including the related  
wage tax and social security contribution paid by the relevant  
Company;  
10.1.19.7.any payment of external advisory, management, transaction or  
other professional services charges or fees by any Company  
renderedin connection with the preparation, negotiation  
and/or conclusion of this Agreement and/or the consummation  
of the transactions contemplated under this Agreement;  
10.1.19.8.any payment of Taxes on any of the items set forth above; and  
10.1.19.9.any agreement, shareholder resolution or other creation of an  
obligation to do any of the foregoing, regardless whether the  









relevant outflow of funds or other value from the Companies  
has taken place prior to or will take place after the Signing  
Date, including, where applicable, the related wage tax and  
social security contribution paid by the relevant Company;  
in each case other than to the extent fully compensated by or on behalf of  Seller or a Seller's Affiliate or a Seller-Related Person prior to the  Closing Date and in each case except for any Leakage to the extent  










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(i) specifically contained in the Equity Value Bridge or in the  
Effective Date Accounts, or   
(ii) disclosed in Schedule 10.1.19, or   
(iii) required by the terms of this Agreement, or   
(iv) made with the prior written approval of Purchaser, or   
(v) made in fulfilment of management service agreements with  
managing directors or board members of any Companies or  
employment agreements with any employees of any Companies,  
other than payments within the meaning of Section 10.1.19.6 above,  
it being agreed that the discretionary bonuses of any employees of  
any Company as well as of any managing directors of any  
Company other than the Target Company in each case for the years  
2016 and 2017, if and to the extent not exceeding the bonuses for  
the previous years by more than six and five tenths percent (6.5%)  









in the aggregate, shall be deemed not to be payments within the  
meaning of Section 10.1.19.6 above, it being agreed that  
"discretionary bonuses" do not include any bonuses which  
according to the contractual provisions are based on revenue or  
similar formulaic key performance indicators which shall in any  
event be deemed not to be payments within the meaning of  
Section 10.1.19.6 above;  
((i) through (v) collectively "Permitted Leakage").   
The term "payment" within the meaning of the definition of Leakage  
includes payments other than in cash or credits to bank accounts, in  
particular by debit     to any settlement or similar account  
(Verrechnungskonto) of the respective Company and credit to any  
settlement or similar account (Verrechnungskonto) of Seller or Seller's  
Affiliate. The Seller's Guarantee contained in this Section 10.1.19 is  
herein referred to as "Seller's No Leakage Guarantee".   
10.2."Ordinary-course Intragroup Transaction" shall mean any payment or other  
transfer of value between the Seller or any of Seller's Affiliates or any Seller- 
Related Person on the one side and any Company on the other side to the extent  
that   






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10.2.1.    it constitutes  
10.2.1.1.(i) remuneration by a Company for the delivery of goods or  
any other performance (Leistung), excluding services, or (ii)  









the delivery of goods or any other performance (Leistung),  
excluding services, by a Company, in each case in the  
ordinary course of business and for arm's length consideration;  
or  
10.2.1.2.(i) remuneration by a Company for the provision of services  
in the ordinary course of business to the extent that the  
services do not constitute management, consulting, advisory,  
supervision, business facilitation, arrangement of financing or  
similar services other than management, consulting, advisory,  
supervision, business facilitation, arrangement of financing or  
similar services not exceeding a volume of EUR 1,500,000 (in  
words: Euro one million five hundred thousand) per annum or  
(ii) provision of services by a Company, in each case in the  
ordinary course of business and for arm's length consideration,  
it being agreed that the above figure of EUR 1,500,000 (in  
words: Euro one million five hundred thousand) includes, and  
is not in addition to, any remuneration reflected for such  
services in the Intragroup Payments Summary; or  
10.2.1.3.payment or receipt of interest, costs or charges (costs and  
charges only to the extent they constitute arm's length  
consideration) by a Company under intra-group short-term or  
long-term financing agreements; or  
10.2.1.4.(i) remuneration by a Company for the leasing of premises or  
(ii) provision of premises under lease agreements by a  
Company; and  









		
	10.2.2.
	it reflects prices, rates, interest or rent which (i) do not materially deviate  


to the detriment of the Companies from the prices, rates, interest or rent  
charged to or by the Companies for the same or equivalent or comparable  
deliveries, services, financing or leasing, if any, in the fiscal year ending  
on the Effective Date, except for price, rate, interest or rent increases  
made in the ordinary course of business which Seller or Seller's Affiliates  
or the Companies have applied to their customers, suppliers, debtors or  






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tenants generally or which otherwise reflect increased overall prices,  
rates, interest or rent in the relevant industry or market or the relevant  
supplies or raw materials; and  
		
	10.2.3.
	in case of payments, it constitutes consideration for any performance  


(Leistung) provided by the respective counterparty in, or otherwise  
relates to, any period (i) following the Effective Date or (ii) prior to the  
Effective Date to the extent the respective payment is not overdue by  
more than ninety (90) days following the contractual due date.  
10.3.All Schedules referred to in Section 10.1 above are herein collectively referred to  
as the "Disclosure Schedules". The Parties agree that if any disclosure of events  
or documents made in the Disclosure Schedules is below any materiality threshold  
provided for such disclosure requirement or contains additional information, such  
disclosure shall not be used to construe or expand the scope of the required  









disclosure (including any standard of materiality) of such Seller's Guarantee.  
10.4.For the purpose of this Agreement, "Knowledge of Seller" means the actual  
knowledge (positive Kenntnis) of Mr. Heinz Reiner Reiff, Mr. Werner Maier,  
Mr. Andrej Jerman and Mr. Heinz Rieker as at the date which is two (2) Business  
Days prior to the Signing Date in relation to the Seller's Guarantees, excluding any  
facts or circumstances which are deemed to be known by Seller as a result of any  
actual or deemed knowledge of any other person or party being imputed  
(zugerechnet), whether by operation of law or otherwise.  
10.5.For the purpose of this Agreement, "Material Adverse Effect" means any change  
or effect that is, and could reasonably be expected to be, in the individual case,  
materially adverse to the assets, financial condition and/or results of operations  
(Vermögens-, Finanz- und/oder Ertragslage) of the Companies taken as a whole,  
and results, and could reasonably be expected to result, in Relevant Losses (as  
defined in Section 12.1 below) of the Companies in excess of EUR 2,500,000 (in  
words: Euro two million five hundred thousand).  
10.6.Seller does not give or assume any guarantees other than those set forth in  
Section 10.1 above and none of the Seller's Guarantees shall be construed as a  
guarantee or representation with respect to the quality of the purchase object  
(Kaufgegenstand)within the meaning of Sections 276 (1), 443 German Civil Code  
(BGB) (Garantie für die Beschaffenheit der Sache).  










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11.Purchaser's and Guarantor's Guarantees  
11.1.Purchaser and Guarantor hereby guarantee as joint and several debtors  
(Gesamtschuldner) by way of an independent guarantee pursuant to Section 311 (1)  
German Civil Code (BGB) that the statements set forth in Sections 11.1.1 through  
11.1.7 below (herein collectively "Purchaser's Guarantees" and each a  
"Purchaser's Guarantee") are true and correct on the Signing Date and on the  
Closing Date:  
11.1.1.Enforceability, Capacity. Purchaser is a limited liability company  
(Gesellschaft mit beschränkter Haftung, GmbH) duly organized and  
validly existing under the laws of Germany and registered with the  
commercial register (Handelsregister) of the local court (Amtsgericht) of  
Munich under number HRB 236066. Guarantor is a stock corporation  
duly organized and validly existing under the laws of Delaware, United  
States and registered with the U.S. Securities and Exchange Commission  
under the central index key (CIK) 0001065696. This Agreement  
constitutes the legal, valid and binding obligation of Purchaser and  
Guarantor, enforceable against Purchaser and Guarantor in accordance  
with its terms, except as the enforceability thereof may be limited by  
bankruptcy, insolvency, reorganization, moratorium or other similar laws  
relating to or affecting the rights of creditors generally. Purchaser and  
Guarantor have the absolute and unrestricted right, power, authority and  
capacity to execute this Agreement and to perform their obligations  
under this Agreement, which actions have been duly authorized and  
approved by all necessary corporate actions of Purchaser and Guarantor.  
Except for the Antitrust Clearances, Purchaser and Guarantor are not  









required to give any notice to any person other than under any mandatory  
disclosure obligations of the Guarantor as publicly listed company or to  
obtain any consent or governmental authorisation or approval in  
connection with the execution and performance of this Agreement.  
Neither the execution of this Agreement nor the consummation of any of  
the transactions contemplated under this Agreement will directly or  
indirectly violate the certificate of incorporation, articles of association  
or by-laws of Purchaser or Guarantor.  
11.1.2.Bankruptcy or Judicial Composition Proceedings. No bankruptcy or  
judicial composition proceedings concerning Purchaser or Guarantor  
have been applied for (i) by the management of Purchaser or Guarantor,  
or (ii), to the knowledge of Purchaser and Guarantor, any third party, and,  






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to the knowledge of Purchaser and Guarantor, no circumstances exist  
which would require the application for any bankruptcy or judicial  
composition proceedings concerning Purchaser or Guarantor or justify  
any action of voidance of this Agreement.  
11.1.3.Acquisition for Own Account. Purchaser is acquiring Stahlgruber  
Group as an investment for its own account. Purchaser and its Affiliates  
have no intention of selling, granting any participation in, or otherwise  
distributing the Business, and Purchaser has not entered into any contract,  
undertaking, agreement or arrangement with any person to sell, transfer,  









or grant participations to such person or to any third person, with respect  
to the Business or any part thereof, except in each case for any transfer or  
distribution to any Affiliates of Purchaser.   
11.1.4.Financial Capability. Purchaser has sufficient immediately available  
funds to pay the Total Purchase Price, as well as any fees, costs and  
expenses incurred or to be made in connection with the transactions  
contemplated under this Agreement.  
11.1.5.No Violation of Laws. Subject to the occurrence or the due waiver of  
the Antitrust Clearances, the execution and performance by Purchaser  
and Guarantor of their obligations under this Agreement as well as all  
other agreements, instruments and documents to be executed or delivered  
under or in connection with this Agreement, do not and will not violate,  
conflict or result in any contravention of any applicable law or any  
regulation or judgment of any governmental authority applicable to  
Purchaser or Guarantor from time to time.  
11.1.6.Finders' Fees. Purchaser and Guarantor do not have any obligation or  
liability to pay any fees or commissions to any broker, finder, agent  
(Erfüllungsgehilfe) or other third party with respect to the transactions  
contemplated under this Agreement for which Seller could become  
wholly or partly liable.  
11.1.7.W&I Insurance. Any W&I Insurance (as defined in Section 16.4 below)  
taken out prior to the Closing Date provides for the benefit of Seller that  
any claims against Seller shall only be subrogated (by operation of law  
or contractually) in case of wilful deceit (arglistige Täuschung) or  
intentional behaviour (Vorsatz) by Seller or Seller's Deal Team (as  









defined in Section 12.1 below).  






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11.1.8.LKQ Shares. The LKQ Shares will be issued pursuant to the  
Registration Statement which will remain effective as of the Closing  
Date and the LKQ Shares will be freely transferrable by Seller  
immediately following the Closing under Section 4(a)(1) of the  
Securities Act and will not be "restricted securities" within the meaning  
of Rule 144(a)(3) under the Securities Act.  
11.1.9.Possibility of Integration. There is a possibility that the LKQ Shares,  
were such shares not to be issued pursuant to the Registration Statement,  
would be integrated with other past or future offerings of shares of  
common stock of Guarantor.  
11.2.In case of any breach or non-fulfilment by Purchaser of any of the Purchaser's  
Guarantees, Purchaser shall be liable for putting Seller into the same position that  
it would have been in if the respective Purchaser's Guarantee had been correct  
(Naturalrestitution) or, at the election of Seller, for paying damages for non- 
performance (kleiner Schadenersatz) to Seller.   




12.Remedies  
12.1.In the event of any breach or non-fulfilment of any of the Seller's Guarantees or  
any of the Seller's Covenants (as defined in Section 13.4 below) or any other claim  
of Purchaser for breach (Pflichtverletzung) under or in connection with this  
Agreement (herein "Purchaser Claim"), Seller shall be liable for putting  
Purchaser or, at Purchaser's election, the affected Companies (including, for the  









avoidance of doubt, with respect to a breach of the Seller's Guarantee in  
Section 10.1.8), into the same position that it would have been in if the respective  
Seller's Guarantee had been correct or the respective Seller's Covenant or other  
obligation of Seller had not been breached (Naturalrestitution) or, at Seller's  
election, for paying damages for non-performance (kleiner Schadenersatz) to  
Purchaser. For purposes of determining Seller's liability, only the Relevant Losses  
(as defined below) incurred by the respective Company or, in case of a breach of  
any of the Fundamental Guarantees (as defined in Section 16.1.1 below) incurred  
by Purchaser, shall be taken into account. "Relevant Losses" shall mean actual  
losses calculated on a Euro-for-Euro basis and, in particular, without taking into  
account any multipliers or ratios, and (i) shall exclude any potential or actual  
reduction in value (Minderung) of the Companies beyond the actual damage  
incurred, (ii) shall include any consequential damages (Folgeschäden) only to the  
extent reasonably foreseeable and any lost profits (entgangener Gewinn) only to  






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the extent reasonably foreseeable, (iii) shall exclude any frustrated expenses  
(frustrierte Aufwendungen), and (iv) shall further exclude any internal costs  
incurred by the Companies or by Purchaser. The limitations under this  
Section 12.1 regarding the determination of Seller's liability shall not apply in case  
of a Purchaser Claim arising out of wilful deceit (arglistige Täuschung) or  
intentional behaviour (Vorsatz) by Seller, provided, however, that Seller's liability  
for wilful deceit or intentional behaviour of any of its vicarious agents  
(Erfüllungsgehilfen), except for the individuals listed in Exhibit 12.1 (herein  
"Seller's Deal Team"), shall remain excluded. In case a breach by Seller of the  









Seller's Guarantee in Section 10.1.16.2 above is the primary cause of the Closing  
being delayed beyond the 151st day after the Signing Date, the Relevant Losses of  
Purchaser from such breach shall include an amount of EUR 50,000 (in words:  
Euro fifty thousand) for each day Purchaser pays the Increased Daily Cash  
Amount II under Section 7.1.4 above as the result of such delay and Purchaser  
shall be entitled to set off (aufrechnen) its claim for recovery of such Relevant  
Losses under this Section 12.1 against its obligation under Section 7.1.4 above to  
pay the Increased Daily Cash Amount II.  
12.2.In the event of any alleged Purchaser Claim for which Seller may have any  
liability to Purchaser under this Agreement Purchaser shall give Seller written  
notice of the alleged breach or non-fulfilment within ten (10) Business Days after  
discovery by Purchaser or any of the Companies of such breach or non-fulfilment,  
with such notice stating the nature thereof and the amount involved (to the extent  
that such amount has been determined at the time when such notice is given).  
Without prejudice to the validity of the (alleged) Purchaser Claim in question,  
Purchaser shall allow, and shall cause the Companies to allow, Seller and its  
accountants and professional advisors to investigate the matter or circumstances  
alleged to give rise to such Purchaser Claim and whether and to what extent any  
amount is payable in respect of such (alleged) Purchaser Claim. For such purpose,  
Purchaser shall, and shall cause the Companies to, provide information and  
assistance as Seller or its accountants or professional advisors may reasonably  
request, including (i) access to Purchaser's and the Companies' premises and  
personnel, and (ii) the right to examine and copy or photograph any assets,  
accounts, documents and records, each during normal business hours. Seller agrees  
that all information obtained under this Section 12.2 shall be treated as  
Confidential Information (as defined in Section 21.2 below). This Section 12.2  









shall also apply in case of court or arbitration proceedings pending between the  
Parties in connection with the transactions contemplated under this Agreement.  










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12.3.Seller shall not be liable for, and Purchaser shall not be entitled to bring, any  
Purchaser Claim, if and to the extent that:  
		
	12.3.1.
	the matter to which the Purchaser Claim relates has been taken into  


account (i) in the Effective Date Accounts by way of a specific or  
compounded provision (Einzel- oder Pauschalrückstellung), 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, or (ii) in the Equity  
Value Bridge;  
		
	12.3.2.
	the amount of the Purchaser Claim is or could have been reasonably  


recovered by Purchaser (it being understood that Purchaser shall not be  
under any obligation to enforce or assert any claims against any of the  
Companies' managers or employees or any advisors of the Purchaser or  
the Companies), any Affiliate of Purchaser or any of the Companies  
from any third party, in particular under any insurance policy in effect on  
the Closing Date, excluding any W&I Insurance;  
		
	12.3.3.
	the matter to which the Purchaser Claim relates or the payment or  











settlement of any item giving rise to a Purchaser Claim results in any  
actual cash benefits, advantages or savings, including, without limitation,  
by refund, set-off or reduction of Taxes and actual cash 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), in each  
case to the Companies, Purchaser and/or any Affiliate of Purchaser,  
excluding, however, the Step-up Benefit (as defined in Section 14.2  
below); it being understood, however, that if and to the extent any Tax  
refunds or other Tax benefits which have resulted in a reduction of a  
Purchaser Claim pursuant to this Section 12.3.3 are subsequently  
reversed by a final and binding Tax assessment, such Purchaser Claim  
shall be re-calculated with disregard of such Tax refunds or other Tax  
benefits and any limitation period which has applied to such Purchaser  
Claim shall be suspended until expiration of a period of six (6) months  
following such tax assessment becoming final and binding;  
12.3.4.Purchaser, any Affiliate of Purchaser and/or (after the Closing Date) any  
of the Companies has contributed to (mitverursacht) such Purchaser  






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Claim within the meaning of Section 254 (1) German Civil Code (BGB)  
and/or has failed to comply with its duty to mitigate damages  









(Schadensminderungsobliegenheit) pursuant to Section 254 (2) German  
Civil Code (BGB);  
		
	12.3.5.
	in the case of a breach of a Seller's Guarantee, except for a breach of  


		
	Seller's No Leakage Guarantee and Seller's Guarantee 
	in  


Section 10.1.16.2 above, the matter to which the Purchaser Claim relates  
was known by Purchaser; Purchaser shall be deemed to have knowledge  
of all matters disclosed in any of the following:  
12.3.5.1.any information disclosed to Purchaser, its representatives  
and/or professional advisors by or on behalf of Seller in  
writing or in text form (Textform) in connection with the  
transactions contemplated under this Agreement, including  
without limitation (i) any presentation materials delivered and  
information provided to Purchaser, its representatives and/or  
professional advisors at management presentations, expert  
meetings and other meetings with Seller and/or  
representatives of Seller or Stahlgruber Group, (ii) the  
information package prepared by Stahlgruber Group and  
Deutsche Bank AG dated July 2017, (iii) the final draft of the  
financial vendor due diligence report prepared by Deloitte  
GmbH Wirtschaftsprüfungsgesellschaft dated 15 September  
2017, (iv) the legal fact book prepared by Hengeler Mueller  
Partnerschaft von Rechtsanwälten mbB, Binder Grösswang  
Rechtsanwälte GmbH and Glatzová & Co., s.r.o. with cut-off  
date 31 August 2017 and the addendum to such legal fact  
book prepared by Hengeler Mueller Partnerschaft von  









Rechtsanwälten mbB with cut-off date 25 September 2017,  
(v) the final draft of the tax fact book prepared by Deloitte  
GmbH Wirtschaftsprüfungsgesellschaft dated 15 September  
2017, and (vi) any answers in writing or in text form  
(Textform) given by Seller or its representatives and/or  
professional advisors in connection with the question and  
answer process until and including the Signing Date;   
12.3.5.2.any information Fairly Disclosed (as defined below) in the  
documents contained in the virtual data room operated by  
Intralinks, Inc. and accessible to Purchaser, its representatives  






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and professional advisors until the Signing Date, an electronic  
copy of which as per 7 December 2017, 02:32 a.m. CET shall  
be preserved by the acting notary public for purposes of  
providing evidence for a period of three (3) years after the  
Closing Date in accordance with a joint instruction letter  
substantially     in     the form as attached hereto as  
Exhibit 12.3.5.2 (herein "Joint Instruction Letter");   
12.3.5.3.any information Fairly Disclosed (as defined below) in the  
documents attached to e-mails sent by attorneys of Hengeler  
		
	Mueller, Partnerschaft von Rechtsanwälten mbB 
	to  


		
	Purchaser's 
	outside     counsel     under  


florian.kaestle@bakermckenzie.com between 8 December  









2017, 02:25 CET and 10 December 2017, 10:55 CET with  
subject line "Champion - Additional Disclosures" numbers 1  
through 8, an electronic copy of which shall be preserved by  
the acting notary public for purposes of providing evidence  
for a period of three (3) years after the Closing Date in  
accordance with the Joint Instruction Letter; or  
12.3.5.4.any of the Disclosure Schedules, the Exhibits or elsewhere in  
this Agreement;  
		
	12.3.6.
	the Purchaser Claim results from, or is increased by, the passing of, or  


any change in, any law, statute, ordinance, rule, regulation, common law  
rule or administrative practice of any governmental authority after the  
Signing Date; or  
		
	12.3.7.
	the Purchaser Claim results from, or is increased as a result of, the  


procedures set forth in Section 12.2 above or Section 12.4 below not  
having been observed by Purchaser or, after the Closing Date, the  
Companies.  
"Fairly Disclosed" means that the disclosure was made in a manner and in such  
reasonable detail that the relevant risks could be identified by applying the  
standard of care of a reasonable business man.  
12.4.If (i) an order of any governmental authority is issued, announced to be issued or  
threatened to be issued against Purchaser or any of the Companies, or  
(ii) Purchaser or any of the Companies are sued or threatened to be sued by a third  















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party, including any governmental entity or authority, in each case in a manner  which may give rise to a Purchaser Claim (herein "Third Party Claim"),  Purchaser shall give Seller notice of such Third Party Claim within reasonable  time but in any case within ten (10) Business Days after Purchaser or any of the  Companies have learned of such Third Party Claim, and the following principles  shall apply:  
12.4.1.Purchaser shall procure (steht dafür ein) that Seller is provided with all  
materials, information and assistance relevant in relation to the Third  
Party Claim and is given reasonable opportunity to comment or discuss  
with Purchaser any measures which Seller proposes to take or to omit in  
connection with such Third Party Claim. In particular, Seller shall be  
given an opportunity to comment on, participate in, and review any  
reports, audits or other measures and shall receive copies of all relevant  
orders (Bescheide) of any governmental authority within reasonable time  
but in any event at least ten (10) Business Days prior to the expiry of any  
relevant objection period (Einspruchs- oder Widerspruchsfrist).  
12.4.2.No admission of liability shall be made by or on behalf of Purchaser or  
the Companies, and the Third Party Claim shall not be compromised,  
disposed of or settled, without the prior written consent of Seller, such  
consent not to be unreasonably delayed or withheld.  
12.4.3.Seller shall further be entitled, at its own discretion, to take such action  
(or cause Purchaser or the Companies to take such action) as Seller  
deems reasonably necessary to avoid, dispute, deny, defend, appeal,  
resist, compromise or contest such Third Party Claim (including making  









counter-claims or other claims against third parties) in the name and on  
behalf of Purchaser or the Companies concerned, provided that the Third  
Party Claim shall not be compromised, disposed or settled without the  
prior written consent of Purchaser, such consent not to be unreasonably  
withheld. Purchaser shall give, and procure (steht dafür ein) that the  
Companies give, subject to them being reimbursed all reasonable and  
evidenced costs and out of pocket expenses, all such information and  
assistance as described above, including (i) reasonable access to premises  
and personnel during normal business hours and without causing  
substantial disruption of the business operations and (ii) the right to  
examine and copy or photograph any assets, accounts, documents and  
records for the purpose of avoiding, disputing, denying, defending,  








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resisting, appealing, compromising or contesting any Third Party Claim  
or liability as Seller or its professional advisors may reasonably request.  
12.4.4.Seller agrees that all information obtained under this Section 12.4 shall  
be treated as Confidential Information (as defined in Section 21.2 below).  
12.4.5.To the extent that Seller is in breach of a Seller's Guarantee or a Seller's  
Covenant (as defined in Section 13.4 below), all costs and expenses  
reasonably incurred and evidenced by Purchaser or the Companies in  









connection with the defense of an alleged Third Party Claim shall be  
borne by Seller; if it turns out that Seller was not in breach, any costs and  
out-of pocket expenses reasonably incurred and evidenced by Seller in  
connection with such defense shall be borne by Purchaser.  
12.5.Any payment made under this Section 12 shall be deemed and treated as an  
adjustment to the Total Purchase Price. In no event shall Seller owe to Purchaser  
any gross-up for Taxes falling due in connection with any compensation for  
Relevant Losses received from Seller.  
12.6.If and to the extent a Purchaser Claim relates to Relevant Losses incurred by a  
Company, the amount of Relevant Losses to be paid by Seller to Purchaser shall  
be the total amount of Relevant Losses incurred by the respective Company  
multiplied by Seller's direct or indirect shareholding percentage in the equity of  
such Company on the Closing Date.  
12.7.In case of any non-fulfilment by Purchaser and/or the Companies of any of the  
obligations set forth in Section 12.2 and Section 12.4 above, Purchaser shall be  
liable for putting Seller into the same position that it would have been in if the  
respective obligations had been duly fulfilled (Naturalrestitution) or, at the  
election of Seller, for paying damages for non-performance (kleiner Schadenersatz)  
to Seller.  
12.8.If (i) the subject matter of an alleged Purchaser Claim is an Insured Claim, other  
than an Exempted Claim, for which Purchaser seeks recourse under the W&I  
Insurance (as defined in Section 16.4 below) and (ii) the obligations of Purchaser  
under the terms of the W&I Insurance attached as Exhibit 12.8 conflict with the  
obligations under Sections 12.2 or 12.4 above such that Purchaser may not  
reasonably comply with both sets of obligations, Purchaser is to the extent  
necessary to comply with such obligations under the W&I Insurance released from  









the obligations under Sections 12.2 or 12.4 above.  






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13.Seller's Covenants  
13.1.For the period between the Signing Date and the Closing Date, Seller shall procure  
that the Material Companies continue to operate the Business in a manner  
substantially consistent with past practice, except, in relation to this Section 13.1,  
where the individual failure to do so does not result in a Material Adverse Effect.  
13.2.For the period between the Signing Date and the Closing Date, Seller shall ensure  
that the Companies shall not, except (i) as disclosed in Exhibit 13.2 or specifically  
referred to in this Agreement, (ii) as required by law, or (iii) with the prior consent  
of Purchaser which shall not be unreasonably delayed or withheld and be deemed  
granted if and to the extent no objection from or on behalf of Purchaser is received  
in text form (Textform) by Seller within three (3) Business Days following receipt  
by Purchaser of the request for consent:   
13.2.1.adopt any domination, profit and loss transfer agreements or any other  
enterprise agreements (Unternehmensverträge) within the meaning of  
Sections 291 and 292 German Stock Corporation Act (AktG) or  
comparable profit sharing or pooling agreements or arrangements under  
the laws of other jurisdictions (excluding, for the avoidance of doubt,  
continuing the Cash Pooling);  









13.2.2.file for or enter into any merger, split-off, conversion or any other  
restructuring under the German Transformation Act (UmwG) or  
comparable transactions or arrangements under the laws of other  
jurisdictions;  
13.2.3.amend the articles of association, by-laws or other constitutional  
documents;  
13.2.4.(i) issue or redeem (einziehen) any shares, equity securities, or securities  
convertible into shares or equity securities, or (ii) agree to issue or  
redeem, or grant any option in respect of or over, shares or equity  
securities or securities convertible into shares or equity securities, except  
for, in each case of (i) and (ii), issuances to, or redemptions by, a  
Company;  
13.2.5.enter into dissolution or winding-up proceedings in relation to a Material  
Company;  








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13.2.6.enter into any acquisition or divestiture of a shareholding, business or  
real estate for a consideration or with a book value exceeding an amount  
of EUR 3,000,000 (in words: Euro three million) in the individual case;   
13.2.7.make any material capital expenditure exceeding an amount of  
EUR 3,000,000 (in words: Euro three million) in the individual case,  
except pursuant to agreements or commitments existing on the Signing  









Date;   
13.2.8.enter into any sale, lease, assignment, transfer, license or other form of  
disposal of any Material Asset, except in the ordinary course of business  
consistent with past practice;  
13.2.9.permit any of its Material Assets to be subjected to any mortgage, pledge,  
encumbrance or charge of any kind, except for those arising by operation  
of law or in the ordinary course of business consistent with past practice;  
13.2.10.enter into any collective agreements with unions, works councils or other  
employee representative bodies other than industry wide collective  
bargaining agreements (Flächentarifverträge) or into any agreements of  
the kind referred to in Section 10.1.12.1, except in the ordinary course of  
business consistent with past practice;  
13.2.11.grant any increase in, or otherwise amend the entitlements to any, wages,  
salaries, bonuses or other remuneration of any directors or employees  
other than increases which (i) are provided for by collective bargaining  
agreements (Tarifverträge) or references to such bargaining agreements  
in the individual employment contracts, or (ii) are granted in the ordinary  
course of business consistent with past practice;  
13.2.12.incur any incremental (zusätzliche) financial liability for borrowed  
money exceeding an amount of EUR 1,000,000 (in words: Euro one  
million) in the aggregate or issue any guarantee exceeding such amount  
in the aggregate, in each case excluding liabilities for borrowed money,  
guarantees, bonds or letters of credit incurred or issued (i) towards any  









Company or (ii) under the External Debt Financing Agreements or  
(iii) in the ordinary course of business and in amounts and on terms  
consistent with past practice;   










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13.2.13.cancel or waive any claims or rights each with an individual market  
value exceeding an amount of EUR 1,000,000 (in words: Euro one  
million);  
13.2.14.deliver products to (i) any person with delivery address in Iran, Iraq or  
Syria or (ii) any person with delivery address in Russia which is on a  
then applicable list of restricted parties under embargo or other sanctions  
provisions imposed by the European Union or the United States, in each  
case if the value of deliveries of products exceeds EUR 500,000 (in  
words: Euro five hundred thousand); or  
13.2.15.agree, whether or not in writing, to do any of the foregoing.  
13.3.For the period between the Signing Date and the Closing Date, Seller shall procure  
(steht dafür ein) that no Leakage, except for Permitted Leakage, occurs.  
13.4.The covenants of Seller contained in Sections 13.1 and 13.2 above are herein  
collectively referred to as "Seller's Operating Covenants". The covenant of  
Seller contained in Section 13.3 above is herein referred to as "Seller's No  
Leakage Covenant". Seller's Operating Covenants, Seller's No Leakage Covenant,  
and Seller's Tax Covenants (as defined in Section 14.2.6 below) are herein  









collectively referred to as "Seller's Covenants" and each as a "Seller's Covenant".  
13.5.Seller agrees to use commercially reasonable efforts to cause the Target Company  
to commence its audit for the fiscal year ending on December 31, 2017 as  
promptly as practicable after December 31, 2017 and to continue to progress on  
the audit through the Closing.  
13.6.Between the Signing Date and the Scheduled Closing Date, Seller shall use  
reasonable efforts to provide to Purchaser at the cost of Purchaser such  
information which Purchaser reasonably requires and requests for the purpose of  
preparing the integration, translation to US GAAP and consolidation of the  
Companies in the accounting systems of the Guarantor after the Closing Date to  
the extent such information is readily available for Seller and does not require  
additional analyses and providing such information does not violate any  
obligations of Seller (including under any antitrust laws).   














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14.Step-up Benefit; VAT Allocation Procedure; Preparation of Fiscal Unity   
14.1.The Target Company acquired, with retroactive effect for income tax purposes as  
of 31 December 2014, the business units "trade" and "real estate trade" under the  
Corporate Reorganization. The Corporate Reorganization initiated a holding  









period pursuant to Section 22 para. 1 German Transformation Tax Act (UmwStG).  
The holding period will be breached by the sale and transfer of the Target Shares  
as contemplated under this Agreement. The Parties assume that, as a consequence  
thereof, certain tax benefits and tax liabilities will arise at the level of the  
Companies. Against this background, the Parties agree on the adjustment of the  
Total Purchase Price with a view to any tax benefits and tax liabilities arising from  
such breach of the aforementioned holding period in accordance with Section 14.2  
below.  
14.2.With respect to the expected tax benefits of the Target Company and Stahlgruber  
Logistikzentrum Grundstücks-Verwaltungs GmbH & Co. oHG, a partnership  
(offene Handelsgesellschaft) under the laws of Germany, having its registered  
office at Gruber Str. 65, 85586 Poing, Germany, and registered with the  
commercial register (Handelsregister) of the local court (Amtsgericht) of Munich  
under number HRA 68561 (herein "Stahlgruber Grundstücks-Verwaltung") due  
to a step-up pursuant to Section 23 para. 2 German Transformation Tax Act  
(UmwStG) in connection with the Corporate Reorganization (herein "Step-up  
Benefit"), the Parties agree as follows:   
14.2.1.The Parties agree that the Step-up Benefit accruing to Purchaser shall in  
accordance with the following provisions increase or decrease, as the  
case may be, the Total Purchase Price if the contribution gain I  
(Einbringungsgewinn I) within the meaning of Section 22 para. 1  
sentence 3 German Transformation Tax Act (UmwStG) exceeds or falls  
short of, as the case may be, the agreed amount of EUR 450,000,000 (in  
words: Euro four hundred fifty million) (before reduction by 1/7 (in  









words: one seventh) per year which has lapsed since 31 December 2014)  
(herein "Agreed Contribution Gain Amount").  
14.2.2.If the contribution gain I (Einbringungsgewinn I) (before reduction by  
1/7 (in words: one seventh) per year which has lapsed since 31 December  
2014) that is actually assessed by the tax office which is competent for  
the Seller is greater or smaller than the Agreed Contribution Gain  
Amount, the Total Purchase Price shall be increased or decreased as the  
case may be, by the adjustment amount calculated in accordance with the  






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formula contained in Exhibit 14.2.2. If the adjustment amount so  
calculated is positive, the Total Purchase Price shall be increased by such  
amount (herein "Positive Adjustment Amount") and Purchaser shall  
pay the Positive Adjustment Amount to Seller. If the adjustment amount  
so calculated is negative, the Total Purchase Price shall be decreased by  
such amount (herein "Negative Adjustment Amount") and Seller shall  
pay the Negative Adjustment Amount to Purchaser.   
14.2.3.If the contribution gain I (Einbringungsgewinn I) as initially assessed is  
subsequently amended by way of a reassessment (for instance, as a result  
of a tax field audit), the Total Purchase Price shall be adjusted in  
accordance with Section 14.2.2 and the formula contained in  
Exhibit 14.2.2 but taking into account any Positive Adjustment Amounts  









or Negative Adjustment Amounts already settled among the Parties prior  
to such adjustment and any adjustment amount thus calculated shall be  
referred to herein as "Revised Adjustment Amount". The Party (Seller  
or Purchaser) owing the Revised Adjustment Amount shall pay the  
Revised Adjustment Amount to the respective other Party (Purchaser or  
Seller). A sample calculation of the Revised Adjustment Amount is set  
out, for illustration purposes, in Exhibit 14.2.2.   
14.2.4.Any claim for payment of a Positive Adjustment Amount, a Negative  
Adjustment Amount or a Revised Adjustment Amount shall become due  
and payable within twenty (20) Business Days, in the case of a claim of  
Seller, after (i) delivery to Purchaser of a copy of the relevant assessment  
and (ii) Seller has provided the Target Company with evidence that the  
relevant tax has been settled, and, in the case of a claim of Purchaser,  
after receipt of Purchaser of (y) a copy of the relevant assessment  
delivered by Seller or (z) the Purchaser has provided the Seller with a  
copy of the relevant assessment of the Target Company showing the  
decreased step-up which results from the decreased contribution gain I  
(Einbringungsgewinn I). Any Positive Adjustment Amount or Negative  
Adjustment Amount or Revised Adjustment Amount, as the case may be,  
shall bear interest at a rate of 400 (in words: four hundred) basis points  
above the respective applicable thirty (30) days-EURIBOR p.a. (herein  
"Agreed Interest Rate") beginning as from the day after the Closing  
Date until (but excluding) the date of payment of the respective amount.   
14.2.5.Any claim for payment of a Positive Adjustment Amount, a Negative  
Adjustment Amount or a Revised Adjustment Amount, as the case may  















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be, shall become time-barred twelve (12) months after the relevant  
assessment has become unappealable (formell bestandskräftig), but, in  
the case of a claim of Purchaser, not earlier than twelve (12) months after  
delivery of a copy of the relevant assessment to Purchaser by Seller.  
14.2.6.Seller shall 
14.2.6.1.as soon as reasonably possible after the Closing Date notify its  
competent Tax office of the need for the reassessment of  
corporate income tax and trade tax for the year 2014 pursuant  
to Section 22 para. 1 German Transformation Tax Act  
(UmwStG);  
14.2.6.2.settle (entrichten) any corporate income tax and trade tax  
		
	assessed against Seller on 
	the contribution gain I  


(Einbringungsgewinn I) when due (fällig) and payable  
(zahlbar); and  
14.2.6.3.keep Purchaser duly informed of the steps pursuant to  
Sections 14.2.6.1 and 14.2.6.2 above  
(herein collectively "Seller's Tax Covenants").  
14.2.7.Purchaser shall procure (steht dafür ein) that the application for the tax  
certificates within the meaning of Section 22 para. 5 German  
Transformation Tax Act (UmwStG) shall be made by each the Target  









Company and Stahlgruber Grundstücks-Verwaltung.   
14.2.8.In the event that the competent Tax office assesses a contribution gain I  
(Einbringungsgewinn I) which exceeds the Agreed Contribution Gain  
Amount, Seller is free to take all legal actions which Seller, in its  
absolute discretion, deems reasonable in order to challenge such  
assessment (including the filing of an appeal or a lawsuit).  
14.3.The Parties are aware and agree that Seller and the Target Company have operated  
a VAT allocation procedure (Umsatzsteuerumlageverfahren) also in respect of any  
supplies or services rendered by or to the Target Company after the Effective Date  
until 31 December 2017 or until the Closing Date, as the case may be, if and to the  
extent such supplies or services are attributed to Seller due to the fact that Seller  
and the Target Company are assessed as a VAT group (Umsatzsteuerorganschaft)  






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with the Seller as controlling entity (Organträger) (herein "Post-Effective Date 
VAT Allocation Procedure"). Seller shall, and Seller or, as of the Closing Date,  
Purchaser shall procure (steht dafür ein) that the Target Company shall continue to  
operate the Post-Effective Date VAT Allocation Procedure for periods after the  
Effective Date and until 31 December 2017 or the Closing Date, as the case may  
be, i.e., periods after the Effective Date and until the VAT group between the  
Target Company and Seller has ceased to exist (such periods herein collectively  
the "Post-Effective Date VAT Allocation Period"). Consequently, Seller or, 









as of  
the Closing Date, Purchaser shall procure (steht dafür ein) that the Target  
Company shall pay to Seller an amount equal to the VAT that would have become  
payable by the Target Company if it had not been assessed as part of a VAT group  
with Seller during the Post-Effective Date VAT Allocation Period. Conversely,  
Seller shall pay to the Target Company an amount equal to any refund of VAT that  
would have been paid to the Target Company if it had not been assessed as part of  
a VAT group with Seller during this period. The Parties shall, and shall procure  
(stehen dafür ein) that their respective Affiliates will, closely cooperate with each  
other (including, without limitation, the exchange of relevant information) with  
respect to all matters required for the proper reporting of VAT during the Post- 
Effective Date VAT Allocation Period. The Parties are aware and agree that the  
Post-Effective Date VAT Allocation Procedure has been, and will be,  
implemented by means of the settlement accounts (Verrechnungskonten) of Seller  
and the Target Company. Any payment claim under the Post-Effective Date VAT  
Allocation Procedure shall become time-barred twelve (12) months after the  
relevant assessment has become unappealable (formell bestandskräftig), but, in the  
case of a claim of the Target Company, not earlier than twelve (12) months after  
Seller has delivered a copy of the relevant assessment note or any other document  
concerning the assessment of VAT (first assessment or later amendment) which  
clearly indicates a VAT deduction/refund claim triggered by the business of the  
Target Company. For purposes of the Post-Effective Date VAT Allocation  
Procedure under this Section 14.3, any intra-group supplies or services between  
Seller and Target Company (Innenumsätze) shall be disregarded.  
14.4.If the competent tax office decides in a VAT assessment (Umsatzsteuerbescheid)  
that the Target Company was not part of the VAT group of Seller in the Post- 
Effective Date VAT Allocation Period (or any parts thereof) and assesses VAT  









against or pays a refund of VAT to the Target Company for this period,   
14.4.1.Seller shall, and Purchaser shall procure (dafür einstehen) that the Target  
Company shall, file, as the case may be, corrected VAT returns for all  
relevant periods, (ii) Seller shall, after receipt of a copy of such  






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assessment which is accompanied by a reasonably detailed explanation  
of the background, immediately pay the VAT originally received from  
the Target Company under the Post-Effective Date VAT Allocation  
Procedure back to the Target Company, and, vice versa, and  
(iii) Purchaser shall procure that the Target Company shall immediately  
pay any refund of VAT originally received from Seller under the Post- 
Effective Date VAT Allocation Procedure back to Seller. Further, if  
VATable transactions were carried out between Seller and the Target  
Company, any statutory VAT shall be paid (or in case by the Target  
Company procured to be paid by Purchaser) to the supplying party if and  
to the extent it is liable for VAT and proper VAT invoices which entitle  
the other party for input VAT recovery shall be issued in due time; and  
14.4.2.any interest assessed by the tax office against (i) Seller or (ii) the Target  
Company due to late declaration of VAT shall be borne equally by Seller  
and the Target Company. In case of (i) Purchaser shall procure (steht  
dafür ein) that the Target Company shall pay 50% (in words: fifty  
percent) of such interest to Seller within five (5) Business Days upon the  









receipt of a copy of a respective assessment note issued by the tax office  
of Seller and in case of (ii) Seller shall pay 50% (in words: fifty percent)  
of such interest to the Target Company within five (5) Business Days  
upon the receipt of a copy of a respective assessment note issued by the  
tax office of the Target Company. In case that Seller or the Target  
Company receive any interest assessed by the tax office, the 50% sharing  
according to this Section 14.4.2 shall apply mutatis mutandis, provided  
that the amount payable shall be net of any Taxes payable by the  
recipient thereon.  
14.5.Section 14.4.1 above shall apply accordingly if and to the extent the competent tax  
office decides in a VAT assessment (Umsatzsteuerbescheid) that the Target  
Company was not part of the VAT group of Seller in any period prior to and  
including the Effective Date for which a VAT allocation procedure was operated  
by Seller and the Target Company (herein "Pre-Effective Date VAT Allocation  
Procedure" and, together with the Post-Effective Date VAT Allocation Procedure  
"VAT Allocation Procedures" and each a "VAT Allocation Procedure"),  
provided that (i) the Target Company's or, as the case may be, Seller's claim shall  
become due and payable (fällig) only once and up to the amount that Seller or, as  
the case may be, the Target Company has actually received in a cash-effective  
manner (including, by way of set-off) from the tax office the refund of VAT (plus  
interest thereon) which results from such assessment, and (ii) Purchaser shall have  






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a claim only if and to the extent it has provided Seller with a copy of the  
assessment in such a timely manner that Seller was able to reasonably assess the  
merits of any legal remedy available against such assessment and request that such  
legal remedy is taken and has, at Seller's request and in accordance with Seller's  
direction, taken all steps in order to challenge such assessment.  
14.6.Seller is aware that Purchaser or an Affiliate of Purchaser named by Purchaser  
may intend to enter into a fiscal unity (Organschaft) for German corporate income  
tax and trade tax purposes with the Target Company and/or one or all of the other  
Companies with effect from the Scheduled Closing Date or shortly after the  
Closing Date. Against this background, Seller shall use reasonable efforts that the  
Target Company will at Purchaser's expense, including any costs and expenses for  
reversing any implemented measures in the event that Closing does not occur,  
reasonably cooperate with Purchaser prior to the Scheduled Closing Date (i) to  
prepare the agreements and resolutions required to implement such fiscal unity  
with the Target Company with effect from the Scheduled Closing Date, or shortly  
after the Closing Date, as reasonably requested by the Purchaser by preparing and,  
after Purchaser's outside counsel and Seller's outside counsel having reasonably  
agreed that the Closing Condition is most likely to be fulfilled, implement the  
change of the business year of the Target Company or the relevant Company as  
reasonably requested by Purchaser and (ii) to request, after Purchaser's outside  
counsel and Seller's outside counsel having reasonably agreed that the Closing  
Condition is most likely to be fulfilled, the relevant Tax authorities' approval of  
such change of the business year. Nothing in this Section 14.6 shall affect  
Purchaser's obligations to effect the Closing Events on the Scheduled Closing Date  









in accordance with Section 9.8 above.  




15.Termination of Intra-Group Arrangements; Transitional Services;  
Additional Seller's Undertakings  
15.1.The Parties agree that, after the Closing Date, the contractual relationships  
between Seller or Seller's Affiliates on the one hand and any Companies on the  
other hand shall be exclusively governed by the Surviving Intra-Group  
Agreements (as defined hereinafter) and any agreements which may be entered  
into between Seller or Seller's Affiliates on the one hand and any Companies on  
the other hand after the Closing Date. "Surviving Intra-Group Agreements"  
shall mean  
15.1.1.    the Transitional Services Agreements (as defined in Section 15.5 below);  






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15.1.2.    the License Agreement (as defined in Section 15.6 below);  
15.1.3.any agreements to the extent that they serve as the legal basis for any  
Ordinary-course Intragroup Transactions other than with respect to  
services (which shall, following the Closing Date, be governed by the  
Transitional Services Agreements);  
15.1.4.any agreements with respect to the Corporate Reorganization, including  
the hive-down and takeover agreement (Ausgliederungs- und  
Übernahmevertrag) dated 16 June 2015 and the split-up and takeover  









agreement (Aufspaltungs- und Übernahmevertrag) dated also  
16 June 2015 as well as any agreement transferred under such  
agreements or entered into pursuant to such agreements as well as any  
ancillary agreements entered into to implement any of the aforesaid  
agreements, including the agreement between Seller and the Target  
Company regarding litigation of Seller dated 7 December 2017  
(Vereinbarung zu Rechtsstreitigkeiten der Stahlgruber Otto Gruber AG)  
(herein "Litigation Agreement") it being agreed that Seller shall not  
unreasonably revoke (widerrufen) any rights of the Target Company  
under the Litigation Agreement;   
15.1.5.any rights and obligations arising from or in connection with any VAT  
Allocation Procedure; and  
15.1.6.any agreements entered into with the prior written consent of Purchaser.  
15.2.All contracts, agreements or arrangements existing between Seller or Seller's  
Affiliates on the one hand and any Companies on the other hand prior to or until  
and including the Closing Date, if and to the extent they are not Surviving Intra- 
Group Agreements (herein "Non-Surviving Intra-Group Arrangements"), shall  
be terminated with effect as of the Closing Date. The Parties shall procure (dafür  
einstehen) that the relevant parties to the respective Non-Surviving Intra-Group  
Arrangement, to the extent they are an Affiliate of the respective Party, enter into a  
termination agreement or accept a termination notice with regard to such Non- 
Surviving Intra-Group Arrangements with economic effect as of the Closing Date  
without any obligation of any party to the Non-Surviving Intra-Group  
Arrangement to make compensation or other payments for such termination, even  
if the respective Non-Surviving Intra-Group Arrangement provides for any such  









compensation or other payment for such termination.   








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15.3.Seller shall, and undertakes that all of Seller's Affiliates shall, release any  
Company and waive any claims against any Company under any Non-Surviving  
Intra-Group Arrangements other than claims resulting from Ordinary-course  
Intragroup Transactions.   
15.4.Purchaser shall, and undertakes that the Companies shall, release Seller and all of  
Seller's Affiliates under any Non-Surviving Intra-Group Arrangements other than  
claims resulting from Ordinary-course Intragroup Transactions.   
15.5.Seller shall, and shall procure (steht dafür ein) that the Target Company shall,  
enter on or prior to the Scheduled Closing Date into a transitional services  
agreement pursuant to which the Target Company shall receive certain services  
and a reverse transitional services agreement pursuant to which the Seller shall  
receive certain services, in each case substantially in the respective form as  
attached hereto as Exhibit 15.5 (herein collectively "Transitional Services  
Agreements").   
15.6.Seller shall, and shall procure (steht dafür ein) that the Target Company shall,  
enter into a license agreement on or prior to the Scheduled Closing Date  
substantially in the form as attached hereto as Exhibit 15.6 (herein "License  
Agreement") regarding the right of Seller, Seller's Affiliates, Stahlgruber-Stiftung  
and Stahlgruber Gesellschafter-Stiftung to use "Stahlgruber" as trade name, in  
particular, in the case of Seller, in the company name "Stahlgruber Otto Gruber  









AG" in accordance with the terms of the License Agreement.  
15.7.In respect of the lease agreement dated 20 May 2015, as amended from time to  
time, between the Seller's Affiliate OWG Beteiligungs AG (as lessor) and the  
Target Company (as lessee) regarding the Target Company's headquarter in  
Gruber Str. 65 in 85586 Poing, Germany, following the Closing Date Seller shall  
procure (steht dafür ein) that OWG Beteiligungs AG will refrain and Purchaser  
shall procure that the Target Company will refrain, from (i) terminating such lease  
agreement prior to the contractually-agreed fixed period or notice period,  
irrespective of whether the stipulation of such fixed or notice period is legally  
valid or not or (ii) asserting invalidity of any such leases. The right to terminate for  
cause remains unaffected. The obligations of the Parties under this Section 15.7  
shall terminate once the aforementioned lease agreement is amended for the first  
time after the Closing Date. Should other lease agreements between Seller or any  
of Seller's Affiliates which are Subsidiaries of Seller on the one side and any  
Companies on the other side be terminable prior to their agreed contractual term  
on similar statutory grounds, this Section 15.7 shall apply mutatis mutandis.   






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15.8.In the event that either Heinz Rieker, Andrej Jerman, or Werner Maier, the  
managing directors (Geschäftsführer) of the Target Company as of the Signing  
Date, (i) terminate (kündigen) their managing director services agreement  
(Geschäftsführervertrag) with the Target Company based on the change-of-control  
provisions set out therein within the twelve (12) months' period following the  
Closing Date and (ii) are engaged by a competitor of the Target Company either as  
managing director or full-time advisor within the six (6) months' period following  
the date the respective managing directors services agreement terminates (beendet  









wird), Seller shall pay to Purchaser, within 10 (ten) Business Days following the  
later of (y) the date of such termination (Beendigung) and (z) the date of Seller's  
receipt of a written notice by Purchaser to Seller of such termination and such  
engagement of the respective managing director by a competitor, fifty percent  
(50%) of the settlement payment (Abfindung) owed to the respective managing  
director under the respective managing director services agreement in case he  
terminates the managing director services agreement upon a change-of-control, but  
in no event more than EUR 3,800,000 (in words: Euro three million eight hundred  
thousand) in the aggregate for all three managing directors combined.  
15.9 Upon and in accordance with Purchaser's reasonable request and instructions,  
Seller shall following the Closing Date and at Purchaser's expense confirm  
(bestätigen) the transfer of shares in Stahlgruber Ges.m.b.H. (Austria) from Seller  
to Stahlgruber Beteiligungs GmbH through notarization by an Austrian notary  
public (Austrian Notariatsakt).   




16.Expiration and Limitation of Claims  
16.1.All Purchaser Claims shall be time-barred (verjähren) eighteen (18) months after  
the Signing Date. Exempted herefrom are:  
16.1.1.all claims of Purchaser arising (i) from a breach of a Seller's Guarantee  
contained in Sections 10.1.1, 10.1.2 and 10.1.3 through 10.1.5 above, in  
each case other than to the extent the respective Seller's Guarantee is  
made only to the Knowledge of Seller, (ii) from a breach of the Seller's  
Guarantee contained in Section 10.1.16.2 above ((i) and (ii) herein  
collectively "Fundamental Guarantees" and each a "Fundamental  
		
	Guarantee") or (iii) in relation 
	to     the performance claims  


(Erfüllungsansprüche) to transfer title to the Target Shares and  
Downstream Loans Claims, if any, which shall be time-barred (verjährt)  
(x) in case of (i) and (iii) on the third (3rd) anniversary of the Signing  















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Date and (y) in case of (ii) on the fifth (5th) anniversary of the Signing  
Date;  
16.1.2.all claims of Purchaser for payment of a Negative Adjustment Amount in  
accordance with Section 14.2.2 above or a Revised Adjustment Amount  
in accordance with Section 14.2.3 above shall be time-barred (verjähren)  
in accordance with Section 14.2.5 above;  
16.1.3.Purchaser's Indemnification Claims (as defined in Section 19.4 below)  
which shall be time-barred (verjähren) in accordance with Section 19.4  
below; and  
16.1.4.all claims of Purchaser arising as a result of wilful deceit (arglistige  
Täuschung) or intentional behaviour (Vorsatz) by Seller or Seller's Deal  
Team, which shall be time-barred (verjähren) in accordance with the  
statutory provisions set forth in Sections 195, 199 German Civil Code  
(BGB);  
(herein collectively "Time Limitations").  
All claims of Purchaser (i) referred to under Section 16.1.1, 16.1.2, 16.1.3 and  
Section 16.1.4 above, (ii) resulting from a breach of the Seller's No Leakage  
Guarantee, (iii) resulting from a breach of Seller's No Leakage Covenant or  
(iv) resulting from a breach of Seller's Tax Covenants are herein collectively  
referred to as "Exempted Claims".  









16.2.The expiry period for any claims of Purchaser under or in connection with this  
Agreement shall be suspended (gehemmt) pursuant to Section 209 German Civil  
Code (BGB) by any timely demand for fulfilment pursuant to Section 12.2 above,  
provided that Purchaser commences arbitral proceedings in accordance with  
Section 28.2 below within three (3) months after the expiry of the relevant Time  
Limitation. Section 203 German Civil Code (BGB) shall not apply, unless the  
relevant Parties agree in writing that the expiry period shall be suspended  
(gehemmt) on the basis of pending settlement negotiations.  
16.3.No liability shall attach to Seller under or in connection with this Agreement if the  
Relevant Losses in relation to an individual Purchaser Claim, including a series of  
related claims based on the same facts or circumstances, do not exceed  
EUR 500,000 (in words: Euro five hundred thousand) (herein "De Minimis  
Claims") and until the aggregate amount of the Relevant Losses in relation to all  






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Purchaser Claims (excluding De Minimis Claims and Exempted Claims) exceeds  
an aggregate amount of EUR 7,500,000 (in words: Euro seven million five  
hundred thousand) (Freibetrag) (herein "Deductible"). If the aggregate amount of  
the Relevant Losses in relation to all Purchaser Claims (excluding De Minimis  
Claims and Exempted Claims) exceeds the Deductible, Purchaser may claim (only)  
the excess of such Relevant Losses above the Deductible, subject to the other  
provisions of this Section 16. The limitations of this Section 16.3 shall not apply to  
any Exempted Claims.   









16.4.The aggregate liability of Seller for any claims for a breach of Seller's Guarantees  
(herein collectively "Insured Claims") (other than for breach of any of the  
Fundamental Guarantees or Seller's No Leakage Guarantee) shall not exceed  
EUR 100,000 (in words: Euro one hundred thousand) (herein "W&I Liability  
Cap"). Purchaser expressly acknowledges and the Parties agree that any liability  
of Seller for Insured Claims (other than for breach of any of the Fundamental  
Guarantees or Seller's No Leakage Guarantee) in excess of the W&I Liability Cap  
shall be excluded. Consequently, Purchaser's sole recourse with respect to Insured  
Claims (other than for breach of any of the Fundamental Guarantees or Seller's No  
Leakage Guarantee) in excess of the W&I Liability Cap shall be against the entity  
or entities, as the case may be, underwriting the Insured Claims (herein each an  
"Insurer"). Purchaser expressly acknowledges and the Parties agree that the  
validity and collectability risks in respect of the insurance which has been or will  
be taken out by Purchaser in relation to the Insured Claims or any other claims of  
Purchaser under this Agreement (herein "W&I Insurance") shall solely and  
irrevocably rest with Purchaser. Purchaser may pursue claims simultaneously  
against Seller and any Insurer, provided that (i) if and to the extent that any claim  
of Purchaser for a breach of a Fundamental Guarantee can be recovered or could  
reasonably have been recovered under the W&I Insurance, Seller shall only be  
liable for amounts which cannot and could reasonably not have been recovered  
under the W&I Insurance, and (ii) with respect to any other claim of Purchaser  
against Seller, other than an Insured Claim, that can be recovered or could  
reasonably have been recovered under the W&I Insurance, any liability of Seller  
for such claim of Purchaser shall be excluded.  
16.5.The aggregate liability of Seller for all claims under or in connection with this  









Agreement, other than Exempted Claims, shall, subject to Section 16.6 below, not  
exceed EUR 35,000,000 (in words: Euro thirty-five million) (herein "General  
Liability Cap").  










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16.6.Neither the exclusion of De Minimis Claims, the Deductible, the W&I Liability  
Cap nor the General Liability Cap shall apply to any Exempted Claims, provided,  
however, that Seller's aggregate overall liability under or in connection with this  
Agreement, except for claims of Purchaser arising as a result of wilful deceit  
(arglistige Täuschung) or intentional behaviour (Vorsatz) by Seller or Seller's Deal  
Team, shall in no event exceed the Total Purchase Price.  
16.7.The remedies that Purchaser may have against Seller for any breach of its  
obligations set forth under or in connection with this Agreement are solely  
governed by this Agreement, and the remedies of Purchaser provided for by this  
Agreement shall be the exclusive remedies available to Purchaser, the Affiliates of  
Purchaser or the Companies under and/or in connection with this Agreement.  
Except as explicitly otherwise set forth in this Agreement, any right of Purchaser  
to withdraw (zurücktreten) from this Agreement or to require the winding up of  
the transactions contemplated under this Agreement (e.g. by way of großer  
Schadenersatz or Schadenersatz statt der ganzen Leistung) shall be excluded.  
Further, (i) any claims for a breach of pre-contractual obligations (culpa in  
contrahendo),including but not limited to claims arising under Sections 241 (2),  
311 (2) and (3) German Civil Code (BGB) or ancillary obligations  
(Nebenpflichten), including but not limited to claims arising under  









Sections 241 (2), 280 German Civil Code (BGB), (ii) any claims based on  
frustration of contract (Störung der Geschäftsgrundlage) pursuant to Section 313  
German Civil Code (BGB), (iii) all remedies of Purchaser for defects of the  
purchase object, including but not limited to claims arising under Sections 437  
through 441 German Civil Code (BGB), and (iv) the right to rescind (anfechten)  
this Agreement are hereby expressly excluded (ausgeschlossen) and waived  
(verzichtet) by Purchaser. The limitations of this Section 16.7 shall not apply to  
claims based on wilful deceit (arglistige Täuschung) or intentional behaviour  
(Vorsatz) by Seller, provided, however, that Seller's liability for wilful or  
intentional behaviour of any of its vicarious agents (Erfüllungsgehilfen), except for  
the Seller's Deal Team, and the right to rescind (anfechten) this Agreement based  
on wilful deceit by such vicarious agents, except for the Seller's Deal Team, shall  
in any event remain excluded.  




17.Purchaser's Business Covenants  
17.1.Purchaser is aware that part of the insurance existing for the Business is  
maintained as a group policy by Seller or Seller's Affiliates and will no longer  
cover the Business, the Target Company or Stahlgruber Group as from the Closing  






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Date. Purchaser shall procure (steht dafür ein) that the Companies maintain  
insurance coverage for the Business in line with general industry standards  
effective from the Closing Date.  
17.2.Purchaser acknowledges and agrees that all documents in the custody and 









control  
of the Material Companies and relating to the period prior to the Closing Date  
(herein "Retention Materials") shall be preserved and retained by the Companies  
for the period beginning on the Closing Date and ending on the later of (i) the fifth  
(5th) anniversary of the Closing Date and (ii) the expiry of applicable statutory  
document retention obligations, and (iii) in case any arbitral or court proceedings  
in respect of any claims of Purchaser against Seller under or in connection with  
this Agreement are pending, the termination of such proceedings (whether by  
binding and enforceable award or by settlement or withdrawal) (each such date for  
each item of Retention Materials referred to in (i) through (iii) herein "Data  
Preservation Termination Date"). Prior to any applicable Data Preservation  
Termination Date, Purchaser shall consult with Seller before destroying or  
modifying the relevant Retention Materials and permit Seller to review and  
reproduce such Retention Materials prior to any destruction or modification by  
Purchaser. Purchaser undertakes that, as from the Closing Date, Seller, Seller's  
Affiliates and their professional advisers and other representatives shall be granted,  
upon their request and without undue delay, full access during normal business  
hours to the Retention Materials (including the right to make, at Seller's cost, hard  
copies and/or electronic copies thereof) and to the personnel of the Material  
Companies, to the extent necessary or appropriate for any legitimate reasons of  
Seller or any of Seller's Affiliates, including in order to enable Seller or any of  
Seller's Affiliates to fully enforce any rights and determine any obligations they  
have under this Agreement or in relation to the Business towards third parties or  
governmental authorities or as necessary or appropriate for Seller or any of Seller's  
Affiliates in connection with any audit, de-consolidation or other accounting  
matter, investigation, or any other reasonable business purpose relating to the  
Business or to Seller or to any of Seller's Affiliates.  









17.3.Purchaser shall procure (steht dafür ein) that, except with the prior written consent  
of Seller, any W&I Insurance in relation to this Agreement (if any) taken out after  
the Closing Date provides for the benefit of Seller that any claims shall only be  
subrogated against Seller, by operation of law or contractually, in case of wilful  
deceit (arglistige Täuschung) or intentional behaviour (Vorsatz) by Seller or  
Seller's Deal Team.  










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18.Purchaser's Financial Covenants  
18.1.Subject to Closing occurring, Purchaser hereby assumes, with full discharge  
(befreiende Schuldübernahme) of Seller and Seller's Affiliates, all present and  
future obligations and liabilities of Seller and Seller's Affiliates under or in  
connection with (i) any assumption of joint liability, guarantee, surety, (standby)  
letter of credit, letter of support or other security which banks, insurance  
companies, financial institutions, Seller or Seller's Affiliates have issued, or will  
issue, with respect to the Business (herein each a "Seller'sSecurity") and (ii) any  
obligations or liabilities of Seller, Seller's Affiliates or the Companies to pay  
interest, fees, costs or expenses in connection with the Seller's Securities (herein  
"Security Charges") to the issuers of the Seller's Securities, including a Seller's  
Affiliate being the issuer ((i) and (ii) collectively the "Security Liabilities").  
Purchaser shall use reasonable efforts that within three (3) months after the  









Closing Date (herein "Security Release Period") Seller and Seller's Affiliates are  
fully released from any Seller's Security and any Security Liability by providing  
replacement securities or otherwise and any documents or instruments evidencing  
the Seller's Securities are returned to Seller or the relevant Seller's Affiliate, as the  
case may be, it being understood that Purchaser's aforesaid obligations shall  
continue to exist after the Security Release Period to the extent such release has  
not yet been achieved.  
18.2.Purchaser shall pay, or shall procure (steht dafür ein) that the relevant Companies  
shall pay, with effect as from the later of (i) the Closing Date or (ii) the date on  
which Purchaser or the relevant Company has obtained knowledge of the existence  
and amount of the relevant Seller's Securities (provided that any Seller's Securities  
disclosed in Exhibit 18.2 shall be deemed known by Purchaser), any and all costs  
arising in connection with the Seller's Securities within ten (10) Business Days of  
the date of receipt of a relevant invoice as follows:  
		
	18.2.1.
	the relevant Security Charges to Seller or the relevant Seller's Affiliates,  


as the case may be; and  
		
	18.2.2.
	in addition to the Security Charges, a monthly fee payable to Seller of  


300 (in words: three hundred) basis points p.a. of the nominal amount in  
relation to each Seller's Security for which release has not yet been  
effected on the last day of the relevant calendar month; and  
		
	18.2.3.
	to the extent Seller and Seller's Affiliates are not fully released from all  


Seller's Securities and Security Liabilities within six (6) months as of the  















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expiry of the Security Release Period, in addition to Sections 18.2.1 and  
18.2.2 above, an additional monthly fee of 200 (in words: two hundred)  
basis points p.a. of the nominal amount in relation to each Seller's  
Security for which release has not yet been effected on the last day of the  
relevant calendar month (herein "Penalty Fee") it being agreed that the  
Penalty Fee shall be increased by 20 (in words: twenty) basis points p.a.  
for each full calendar quarter elapsed after expiry of the Security Release  
Period up to a maximum amount of 300 (in words: three hundred) basis  
points p.a..  
18.3.Purchaser shall report to Seller at the end of each calendar quarter on the measures  
undertaken in order to procure Seller's and Seller's Affiliates’ release from the  
Seller's Securities and the Security Liabilities.  
18.4.As from the Closing Date, neither Seller nor any Seller's Affiliate shall have any  
obligation to provide any new Seller's Securities or extend, increase or otherwise  
modify any existing Seller's Securities nor to assume or extend any obligations or  
liabilities in connection with any of the Seller's Securities and Purchaser shall  
procure (steht dafür ein) that none of the Companies causes the issuance of any  
security by any bank, insurance provider or financial institution for which Seller or  
any Seller's Affiliate may become liable.  




19.Purchaser's and Seller's Indemnities  









19.1.Purchaser shall indemnify and hold harmless Seller and any Seller's Affiliate and  
any of their respective successors, officers, directors, direct or indirect  
shareholders, employees, advisors and agents (herein each a "Seller's 
Beneficiary") from and against any and all losses, liabilities (whether present or  
future, actual or contingent), damages and reasonable costs and expenses  
(including Taxes, reasonable legal fees, expenses and disbursements) arising out  
of or in connection with:  
		
	19.1.1.
	the conduct of the Business for which any Seller's Beneficiary is held  


liable or for which liability against any Seller's Beneficiary is asserted, in  
each case in its capacity as (i) former direct or indirect shareholder of a  
Company, or (ii) former director, officer, board member, employee,  
advisor or agent of a Company, in each case (y) provided that the  
liability of the Seller's Beneficiary is raised (A) by any Company or any  
of its successors or assignees or (B) by any third party if and to the extent  






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that the asserted liability of the Seller's Beneficiary towards the third  
party is (or is asserted to be) jointly and severally with, or constitutes (or  
is asserted to constitute) a secondary liability to or otherwise derives  
from (or is asserted to derive from), a respective liability or conduct of  
any Company, and (z) unless and to the extent such liability is based on  
wilful deceit (arglistige Täuschung) or intentional behaviour (Vorsatz)  









by Seller or the relevant Seller's Beneficiary;  
19.1.2.any claims arising out of, or in connection with, the Corporate  
Reorganization, in particular any claims pursuant to Section 133 German  
Transformation Act (UmwG), with respect to any obligation or liability  
of, or allocated under the Corporate Reorganization to, any Company  
and brought against Seller or any Seller's Beneficiary;  
19.1.3.any claims brought against Seller or any Seller's Beneficiary arising out  
of, or in connection with, (i) any External Debt Financing Agreements,  
and/or (ii) any other debt or financial liabilities or obligations of any of  
the Companies, and/or (iii) any Financing Securities, and/or (iv) any  
Seller's Securities;  
19.1.4.any claims brought against Seller or any Seller's Beneficiary arising out  
of, or in connection with, the repayment of the Downstream Loans  
Claims, in particular any repayments of the Downstream Loans Claims  
made in breach of Section 6.3 above;  
19.1.5.any claims brought by or on behalf of any Company or any of its  
successors or assignees against any Seller's Beneficiary arising out of, or  
connection with, the Ancillary Agreements;   
19.1.6.any claims brought by or on behalf of any Company or any of its  
successors or assignees against Seller or any Seller's Beneficiary arising  
out of or in connection with any Non-Surviving Intra-Group  
Arrangement (other than claims not to be waived according to  
Section 15.4 above); and/or  
19.1.7.any claims brought against Seller or any Seller's Beneficiary under or in  
connection with the W&I Insurance, including any subrogation of claims,  
by operation of law or contractually, other than a subrogation in case 









of  
wilful deceit (arglistige Täuschung) or intentional behaviour (Vorsatz)  
by Seller or Seller's Deal Team;  






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in each case unless and except to the extent Purchaser has an enforceable right to  
claim damages or indemnification from Seller in respect of such losses, liabilities  
or damages under the terms of this Agreement (herein collectively "Seller's  
Indemnification Claims" and each a "Seller's Indemnification Claim").  
19.2.Section 12.2 above and Section 12.3.4 above shall apply mutatis mutandis to any  
of Seller's Indemnification Claims.  
19.3.A Seller's Indemnification Claim shall be time-barred (verjährt) twelve (12)  
months after Seller has been notified in writing of the respective claim or liability  
both stating the amount of the Seller's Indemnification Claim and the underlying  
facts (in reasonably sufficient detail) giving rise to a Seller's Indemnification  
Claim. Section 16.2 above shall apply mutatis mutandis.  
19.4.As from the Closing Date Seller shall indemnify and hold harmless   
		
	19.4.1.
	the Companies from any claims and reasonable costs and expenses  


(including Taxes, reasonable legal fees, expenses and disbursements)  
arising out of or in connection with any claims brought by Seller or any  
of Seller's Affiliates or any of their successors or assignees against any of  
the Companies arising out of, or in connection with, any Non-Surviving  
Intra-Group Arrangement (other than claims not to be waived according  









to Section 15.3 above);  
		
	19.4.2.
	the Target Company from any claims and reasonable costs and expenses  


(including Taxes, reasonable legal fees, expenses and disbursements)  
arising out of or in connection with any claims pursuant to Section 133  
German Transformation Act (UmwG) with respect to any obligation or  
liability of, or allocated under the Corporate Reorganization to, Seller or  
REMA TIP TOP and brought against any Company;  
		
	19.4.3.
	the Target Company from any claims and reasonable costs and expenses  


(including Taxes, reasonable legal fees, expenses and disbursements) in  
excess of EUR 500,000 (in words: Euro five hundred thousand) arising  
out of or in connection with the action (Klage) brought by a certain Mr.  
Schober in the regional court of Munich I (Landgericht München I)  
docket no. (Aktenzeichen) 2 O 20774/16 against Seller and paid by the  
Target Company to Seller under the Litigation Agreement, taking into  
account any payments by Seller to the Target Company under the  
Litigation Agreement with respect to the action (Klage) brought by  






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Seller against Lothar and Christine Schubert in the regional court  
(Landgericht) of Marburg under docket no. (Aktenzeichen) 2 O 160/07;   
(herein collectively "Purchaser's Indemnification Claims" and each a  "Purchaser's Indemnification Claim"). Section 19.2 and Section 19.3 above  









shall apply mutatis mutandis to any of Purchaser's Indemnification Claims.  




20.Guarantor's Guarantee  
Guarantor hereby unconditionally and irrevocably guarantees to Seller by means  
of an independent guarantee promise (Garantieversprechen) the full, due and  
timely performance of any payment obligations of Purchaser under or in  
connection with this Agreement, in particular the payment of the Total Purchase  
Price, the Break Fee and any Seller's Indemnification Claims, as well as under or  
in connection with any of the Ancillary Agreements, the Transitional Services  
Agreements and the License Agreement. Guarantor hereby waives any rights  
which it may have to require Seller to proceed first against, or claim payment from,  
Purchaser to the effect that as between Seller and Guarantor the latter shall be  
liable as principal debtor as if it had itself entered into the payment obligations  
under this Agreement, including, in particular, with respect to the Total Purchase  
Price, the Break Fee and any Seller's Indemnification Claims, jointly and severally  
(gesamtschuldnerisch) with Purchaser.  




21.Restrictions of Announcement and Confidentiality  
21.1.Each of the Parties undertakes that prior to the Closing Date it will not make, and  
will cause all of its respective Affiliates not to make, any announcement or press  
release in connection with this Agreement unless (i) required by applicable  
mandatory laws or stock exchange regulations or (ii) Seller and Purchaser have  
given their consent to such announcement or press release, including the form of  
such announcement, which consent may not be unreasonably withheld and may be  









subject to conditions. If and to the extent any announcement, press release or  
disclosure of information regarding the subject matter of this Agreement is to be  
made under applicable mandatory laws or any applicable stock exchange  
regulations, the Party concerned shall, to the extent permissible under applicable  
laws or stock exchange regulations, not disclose any such information without first  
consulting with the other Parties and limit the disclosure to the minimum extent.  








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The Parties agree that Seller or any of Seller's Affiliates and Purchaser may,  
immediately following the execution of this Agreement, issue an announcement in  
agreed form.  
21.2.The Parties expressly acknowledge and agree that this Agreement and its terms  
and all information, whether written or oral, furnished by either Party and/or any  
of its Affiliates to another Party and/or its Affiliates in connection with the  
preparation and negotiation of this Agreement and the due diligence conducted by  
Purchaser, any of its professional advisors, any Insurer and/or any finance  
providers in connection therewith (herein "Confidential Information") shall be  
deemed to be confidential and shall be maintained by each Party and their  
respective Affiliates in strict confidence, it being understood that this shall also  
apply to any Confidential Information disclosed under Section 12.2 and/or  
Section 12.4 above or any provisions in this Agreement referring to Section 12.2  
above. The Confidential Information to be maintained in confidence by Seller  









shall after the Closing Date and for a period of three (3) years after the Closing  
Date also include any business and trade secrets or other reasonably sensitive  
information about the Material Companies, except if falling under Section 21.3  
below, and Seller shall with respect to such information be deemed a "receiving  
Party" within the meaning of Section 21.3 below.  
21.3.The receiving Party shall use the same degree of care as it uses with regard to its  
own confidential information to prevent disclosure, use or publication of the  
Confidential Information of the other Party. Confidential Information of the  
disclosing Party shall be held in strict confidence by the receiving Party unless the  
receiving Party is able to prove that the Confidential Information is or has been:  
21.3.1.obtained legally and freely from a third party without any restrictions;  
		
	21.3.2.
	independently developed by the receiving Party at a prior time or in a  


separate and distinct manner without benefit of any of the Confidential  
Information of the disclosing Party, and documented to be as such;  
21.3.3.made available by the disclosing Party for general release independent of  
the receiving Party;  
21.3.4.made public as required by applicable laws, regulations, court  
proceedings or stock exchange regulations; or  










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21.3.5.within the public domain or later becomes part of the public domain as a  
result of acts by someone other than the receiving Party and through no  
fault or wrongful act of the receiving Party.  
21.4.A receiving Party may disclose Confidential Information of a disclosing Party to  
directors, officers and employees of the receiving Party or agents of the receiving  
Party including their respective brokers, lenders, advisors or insurance carriers  
who have specifically agreed in writing to non-disclosure in accordance with the  
terms and conditions hereof, or are bound by comparable statutory confidentiality  
obligations, and who have a need to know such Confidential Information in  
connection with the transactions contemplated under this Agreement. Any  
disclosure of Confidential Information required by legal process pursuant to this  
Section 21 shall, to the extent legally permissible, only be made after providing the  
other Party with notice thereof in order to permit the other Party to seek an  
appropriate protective order or exemption. A violation by a Party or its agents of  
the foregoing provisions shall entitle the other Party, at its election, to obtain  
injunctive relief without a showing of irreparable harm or injury and without bond.  
The provisions of Section 21 shall survive and remain effective for a period of  
three (3) years after the Closing Date.  




22.Notices  
All notices and other communications under this Agreement, except as explicitly  
provided otherwise, shall be made in writing and shall be delivered or sent by  
registered mail, courier or e-mail (with explicit confirmation of receipt) to the  
addresses below or to such other addresses which may be specified by any Party to  









the other Parties in the future in writing:  
If to Seller:   
Stahlgruber Otto Gruber AG  
Attn: Management Board  
Gruber Str. 65  
85586 Poing  
Germany  
E-Mail: vorstand@stahlgruber.de  












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with a copy to:  
Hengeler Mueller  
Attn: Prof. Dr. Hans-Jörg Ziegenhain / Dr. Martin Ulbrich  
Leopoldstr. 8-10  
80802 Munich  
Germany  
E-Mail: hans-joerg.ziegenhain@hengeler.com / martin.ulbrich@hengeler.com  
If to Purchaser or Guarantor:  
LKQ Corporation  
Attn. General Counsel  
500 West Madison Street  
Suite 2800  
Chicago, Illinois 60661  
USA  
E-Mail: victorcasini@lkq.com  
with a copy to:  
Baker McKenzie  
Attn: Dr. Florian Kästle  
Bethmannstraße 50-54  
60311 Frankfurt am Main  









Germany  
E-Mail: florian.kaestle@bakermckenzie.com  
Purchaser and Guarantor hereby appoint and authorize Dr. Florian Kästle,  Bethmannstraße 50-54, 60311 Frankfurt am Main, Germany as agent for service of  process for all legal proceedings involving Purchaser and Guarantor arising out of  or in connection with this Agreement. Such service shall be deemed completed  upon delivery to such agent (whether or not it is forwarded to and received by  Purchaser and/or Guarantor, as the case may be). A revocation of such  appointment shall only be valid if made by Purchaser and Guarantor jointly and if  upon such revocation a new agent with service address in Germany is appointed  and authorized.   












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23.Costs, Expenses, Fees, Charges and VAT Treatment  
23.1.Save as otherwise set forth in Section 23.2 below, all costs, expenses, fees and  
charges in connection with the transactions contemplated under this Agreement,  
including legal services, shall be borne by the Party commissioning the respective  
costs, expenses, fees and charges.  
23.2.The notarial fees incurred in connection with this Agreement and all transfer taxes  
(including real estate transfer taxes, and any indirect taxes, if applicable) and  
stamp duties resulting from this Agreement and the transactions contemplated  
under this Agreement and all official fees charged by governmental authorities in  
connection with the Antitrust Clearances shall be borne by Purchaser.  
23.3.The considerations set forth in this Agreement regarding the transactions  









contemplated under this Agreement shall be net amounts excluding any amount in  
respect of value added tax (Umsatzsteuer) (herein "VAT"). It is the Parties' mutual  
understanding that all transactions contemplated under this Agreement are either  
not taxable (nichtumsatzsteuerbar) or exempt from VAT (umsatzsteuerfrei), and  
no Party shall waive any exemption from VAT pursuant to Section 9 German  
Value Added Tax Act (UStG) or a similar provision under foreign VAT laws. If  
and to the extent, contrary to the mutual understanding of the Parties, VAT applies  
in respect of any supply of goods or services by any of the Parties under this  
Agreement, an amount in respect of such VAT shall be paid by the respective  
recipient of such supply in addition to the amount agreed by the Parties to be paid  
for such supply, provided that the reverse charge provisions according to which  
the recipient owes VAT do not apply and the respective supplier has not waived  
the relevant exemption from VAT pursuant to Section 9 German Value Added Tax  
Act (UStG) or a similar provision under foreign VAT laws. Such amount in  
respect of VAT shall be due and payable as soon as the recipient of the relevant  
supply has received from the relevant supplier an invoice which complies with the  
provisions of Sections 14 and 14a German Value Added Tax Act (UStG) or  
similar provisions under foreign VAT laws.  




24.Entire Agreement and Interpretation  
24.1.This Agreement, including the Ancillary Agreements, the Exhibits and Disclosure  
Schedules, comprises the entire agreement between the Parties concerning the  
subject matter hereof and supersede and replace all oral and written declarations of  
intention made by the Parties in connection with the contractual negotiations.  















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Changes or amendments to this Agreement (including this Section 24.1) must be  
made in writing by the Parties or in any other legally required stricter form.  
24.2.In this Agreement, the headings are inserted for convenience only and shall not  
affect the interpretation of this Agreement; where a German term has been inserted  
in quotation marks and/or italics it alone (and not the English term to which it  
relates) shall be authoritative for the purpose of the interpretation of the relevant  
English term in this Agreement, provided that where jurisdictions other than  
Germany are concerned, the relevant German term in quotation marks and/or  
italics alone (and not the English term to which it relates) shall be authoritative for  
determining the relevant term or legal concept under the laws of the relevant  
jurisdiction which comes as close as possible to the relevant German term or legal  
concept.  
24.3.Any times of day referred to in this Agreement shall be interpreted as Central  
European Time (CET).  




25.No Third Party Rights and Procurement Obligation  
25.1.This Agreement shall not grant any rights to, and is not intended to operate for the  
benefit of, third parties unless otherwise explicitly provided for herein. Wherever  
under this Agreement any party other than Purchaser is to be indemnified by Seller,  
such other party, in particular the Companies, shall not be entitled to bring any  
claims for indemnification against Seller (kein echter Vertrag zugunsten Dritter).  









25.2.To the extent that this Agreement implies to impose any obligations on a person  
which is not a Party to this Agreement, such clause shall be interpreted as an  
obligation of the Parties to use their respective reasonable efforts to cause such  
person to act as contemplated under this Agreement, provided, however, that,  
should the person concerned be an Affiliate of a Party, such Party shall procure 
(steht dafür ein) that the person concerned acts as contemplated under this  
Agreement.  
25.3.For the sake of clarity, the Parties confirm their understanding that any debt  
financing sources of Purchaser (other than any Affiliates of Purchaser) shall not  
have any liability to the Seller, any Seller-Related Party, the Companies or any of  
their Affiliates relating to or arising out of this Agreement or the debt financing or  
any related agreements or the transactions contemplated hereby.  








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26.No Assignment and No Set-off Rights  
26.1.Unless otherwise explicitly provided for in this Agreement, no Party shall be  
entitled to assign any rights or claims under this Agreement without the written  
consent of the other Parties. The foregoing shall not apply to any rights or claims  
(i) assigned by Purchaser as security (sicherungsabgetreten) to Wells Fargo Bank,  
National Association, as administrative agent on behalf of itself and the other  
lenders party to the Guarantor's credit facility or (ii) subrogated in accordance with  
clause 9 of the terms of the W&I Insurance attached as Exhibit 12.8, in each case  









provided that Purchaser remains exclusively responsible for and entitled to the  
enforcement of the relevant rights or claims.   
26.2.Unless otherwise explicitly provided for in this Agreement, no Party shall be  
entitled (i) to set-off (aufrechnen) any rights and claims it may have under this  
Agreement against any rights or claims any other Party may have under this  
Agreement, or (ii) to refuse to perform any obligation it may have under this  
Agreement on the grounds that it has a right of retention (Zurückbehaltungsrecht),  
unless the rights or claims of the relevant Party claiming a right of set-off  
(Aufrechnung) or retention (Zurückbehaltung) have been acknowledged  
(anerkannt) in writing by the relevant other Party or have been confirmed by final  
decision of a competent court (Gericht) or arbitral tribunal (Schiedsgericht).  




27.    Interest and Calculation of Daily Cash Amounts  
Interest payable under any provision of this Agreement shall be calculated on the  
basis of actual days elapsed divided by 360 (in words: three hundred and sixty)  
and the Daily Cash Amount, the Increased Daily Cash Amount I and the Increased  
Daily Cash Amount II shall be paid for thirty (30) days per calendar month and  
three hundred sixty (360) days per calendar year.  




28.Governing Law and Dispute Resolution  
28.1.This Agreement shall be governed by, and construed in accordance with, the laws  
of Germany (excluding conflict of laws rules).  
28.2.All disputes arising under or in connection with this Agreement (including any  









disputes in connection with its validity) shall be exclusively and finally settled by  








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three (3) arbitrators in accordance with the Arbitration Rules of the German  Institution of Arbitration e.V. (DIS), including the Supplementary Rules for  Expedited Proceedings, as applicable from time to time without recourse to the  ordinary courts of law. The place of the arbitration shall be Munich. The language  of the arbitral proceedings shall be English. Documents in the German language  do not have to be translated into the English language. In the event that mandatory  applicable law requires any matter arising from or in connection with this  Agreement or its consummation to be decided upon by a court of law (staatliches  Gericht), the competent courts in and for Munich shall have the exclusive  jurisdiction.  




29.    Invalid Provisions and Unintended Gaps (Salvatorische Klausel)  
29.1.In the event that one or more provisions of this Agreement shall, or shall be  
deemed to, be invalid or unenforceable, the validity and enforceability of the other  
provisions of this Agreement shall not be affected thereby. In such case, the  
Parties agree to recognize and give effect to such valid and enforceable provision  
or provisions, which correspond as closely as possible with the commercial intent  
of the Parties.  
29.2.The same shall apply in the event that this Agreement (including the Exhibits)  
and/or the Ancillary Agreements contain any unintended gaps (unbeabsichtigte  
Vertragslücken).  
29.3.It is the Parties' express intention that this Section 29 shall not only operate as a  
mere reversal of the burden of proof, but to maintain the validity of the remaining  









provisions of this Agreement to the fullest extent permissible, thus, to exclude the  
applicability of Section 139 German Civil Code (BGB) in its entirety.  
* * *  


























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