EXECUTION


 


Exhibit 10.1


 





SHARE
TRANSFER AGREEMENT


 


between


 


POC Sweden AB’s shareholders


 


and


 


Ember Scandinavia AB


 


for


 


the Purchase of the Shares in


 


POC Sweden AB


 


and its subsidiaries


 


 


 


 


 


 


June
7, 2012


 






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TABLE OF CONTENTS


 


	1.	PARTIES	6
	2.	INTRODUCTION	6
	3.	Definitions and interpretation	7
	4.	Sale and purchase of the Shares	11
	5.	PURCHASE PRICE	11
	6.	PLEDGE	14
	7.	the SELLERS’ other PRE-COMPLETION COVENANTS	15
	8.	Conditions precedent	17
	9.	Pre-Completion Termination	18
	10.	Purchaser’s break-up fee	19
	11.	Completion	20
	12.	OTHER COVENANTS	22
	13.	Warranties	22
	14.	Warranties of the Management Sellers	23
	15.	WARRANTIES OF the minority SELLERS	32
	16.	WARRANTIES OF the principal SELLERS	32
	17.	Warranties of the Purchaser and black diamond	33
	18.	INDEMNIFICATION for breach of covenants etc.	33
	19.	indemnification for breach of warranties	34
	20.	SPECIFIC Indemnities	35
	21.	Right of Set-Off	36
	22.	Non-Solicitation and Non-Competition	37
	23.	Costs and expenses	38
	24.	specific indemnity on transaction costs	38
	25.	Confidentiality	38
	26.	Announcements	38
	27.	Entire Agreement	38
	28.	Assignment	39
	29.	Notices	39
	30.	Sellers’ Representative	40
	31.	Invalidity	41
	32.	Waiver	41
	33.	Amendments	41
	34.	Governing law	41
	35.	Disputes	41


 






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This
SHARE TRANSFER AGREEMENT (this “Agreement”) is made on the day the Purchaser
executes this Agreement (the “Signing Date”) between:


 


		1.	PARTIES



 


		1.1	The sellers as specified (including addresses) in Appendix 1.1  (the “Sellers”); and



 


		1.2	Ember Scandinavia AB, reg. no. 556891-5580, c/o Per Hedman, Advokatfirman Lindahl KB, Box
1065, 101 39 Stockholm, a company duly organised and registered under
the laws of Sweden (the “Purchaser”). 



 


The
Parties are hereinafter referred to individually as a “Party” and together as the “Parties”.



“Management Sellers” means the Sellers specified as such in Appendix 1.1. 



“Principal Sellers” means the Sellers specified as
such in Appendix 1.1. 



“Minority Sellers” means the Sellers specified as
such in Appendix 1.1.


 


It is acknowledged and agreed that Appendix
1.1 will be updated and amended as shareholders in the Company (as defined in section 2.1)
execute this Agreement.


 


		2.	INTRODUCTION



 


		2.1	POC Sweden AB, reg. no. 556665-5352 (the “Company”) is a limited liability company
incorporated under the laws of Sweden, with a registered share capital of SEK 497,084 and in total 497,084 shares (the “Issued
Shares”).



 


		2.2	The Sellers own shares in the Company in the proportions set out in Appendix 1.1, (the “Shares”).



 





		2.3	The shareholders in the Company who are not transferring their shares in the Company under this
Agreement (“Excluded Shareholders”) own shares in the Company in the proportions set out in Appendix 1.1, the ”Excluded Shares”.



 





		2.4	The Company owns shares (the “Subsidiaries Shares”) in SAS POC France Satellite,
reg. no. 502 909 146 (“POC France”), POC Austria GmbH (“POC Austria”) and POC USA LLC (“POC
USA”) (POC France, POC Austria and POC USA jointly referred to as the “Subsidiaries” and each of them
a “Subsidiary”) as follows:



 


		2.4.1	POC France: 3,700 shares, equal to a 100% stake, with a registered
share capital of EUR 37,000.



 


		2.4.2	POC Austria: a holding equal to a 70% stake in POC Austria’s
share capital. The remaining holdings (“POC Austria Subsidiary Shares”), equal to a 30% stake in POC Austria’s
share capital, are held by local management (“POC Austria Subsidiary Owners”). POC Austria has a registered
share capital of EUR 35,000.



 


		2.4.3	POC USA: a total of 100 total shares outstanding, of which 85
shares are issued to and held by POC Sweden, equal to an 85% stake. The remaining 15 shares (“POC USA Subsidiary Shares”),
equal to a 15% stake, are held by local management (“POC USA Subsidiary Owner”). For the avoidance of doubt,
the equity interests in POC USA are limited liability membership interests, and have been certificated, for convenience, such equity
interests are referred to as shares herein.



 






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		2.5	The POC Austria Subsidiary Owners and the POC USA Subsidiary Owner are referred to as the “Foreign
Subsidiary Owners”.



 


		2.6	The POC Austria Subsidiary Shares and the POC USA Subsidiary Shares are referred to as the “Foreign
Subsidiary Shares”.



 


		2.7	The Company and the Subsidiaries are referred to jointly as “Group”
or “Group Companies” and each of them
as a “Group Company”.



 


		2.8	The Sellers wish to sell, and the Purchaser desires to purchase, the Shares and thereby indirectly
transfer the control of the Subsidiaries as set out in this Agreement.



 


		3.	Definitions and interpretation



 


		3.1	“Accounted Transaction Costs” means Transaction Costs borne by the Group
                                                             notified by the Sellers to the Purchaser as set out in section 7.32 and reducing the Company Purchase Price as set out in
                                                             section 5.5.



 





		3.2	“Accounting Principles” mean (i) for the Company’s Accounts the laws of
Sweden, Swedish GAAP and the accounting principles referred to and applied in the preparation of such Accounts, which accounting
principles conform to the requirements of the laws of Sweden and Swedish GAAP and (ii) for a Subsidiary’s Accounts the Accounting
Principles mean the laws of such Subsidiary’s jurisdiction, the GAAP applied in such jurisdiction and the accounting principles
referred to and applied in the preparation of the such Accounts, which accounting principles conform to the requirements of the
laws of such jurisdiction and the GAAP applied in such jurisdiction.



 


		3.3	“Accounts” means the annual audited accounts of the Company and the Subsidiaries
and the audited consolidated group accounts of the Company, for the financial year 2010/2011, ending on the Accounts Date as set
forth in Appendix 3.3



 


		3.4	"Accounts Date" means 30 April 2011.



 


		3.5	“Black Diamond” means Black Diamond, Inc.



 


		3.6	“Business” means the design, manufacture, marketing, sale and distribution of
body armor, helmets, goggles, eyewear and accessories.



 


		3.7	“Business Day” means a day during which banks in Sweden are open for business.



 


		3.8	“Buy-Out Purchase Price” means as set out in section 5.1 and 5.7.



 





		3.9	“Cash Consideration” means as set out in section 5.5



 


		3.10	“Claim” means any claim made by the Purchaser against any of the Sellers for
a Loss.



 


		3.11	“Company IPR” means all Intellectual Property and all right, title and
                                                              interest in all Know-How owned by a Group Company (whether solely or jointly with another person) including but not limited
                                                              the Intellectual Property set out in Appendix 3.11 which specifies – separately – registered and
                                                              unregistered Intellectual Property.



 






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		3.12	“Completion Date” means as set out in section 11.1.



 


		3.13	“Conditions Precedent” means as set out in section 8.



 


		3.14	“Company Purchase Price” means as set out in section 5.1.



 


		3.15	“Confidential Information” means all (i) Know-How; and (ii) information of any
kind or nature (written or oral) which is used by or concerns the Group Companies or concerns its Business, including, without
limitation, its future plans, business development or financial affairs, or its customers or commercial relationships; which in
either case is not in the public domain.



 


		3.16	“Data Room” means the data room containing documents and information prepared
by the Management Sellers and the Group and made available to the Purchaser and its professional advisors, the contents of which
are listed in Appendix 3.16



 


		3.17	“Disclosed Information” means as set out in section 13.3.



 


		3.18	“Disclosure Schedule” means as set out in section 13.3.



 


		3.19	“Domain Names” means the internet domain names used by, or registered to, or
applied for by, or on behalf of, or for the use of, each Group Company.



 


		3.20	“Encumbrance” means any claim, charge, mortgage, security, lien, option, right
of pre-emption or security interest of any kind.



 


		3.21	“Exchange Act” means the US Securities and Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.



 


		3.22	“Foreign Subsidiary Owners” means as set out in section 2.5.



 


		3.23	“Foreign Subsidiary Buy-Out” means as set out in section 8.2.5.



 


		3.24	“Foreign Subsidiary Buy-Out Premium” means as set out in section 5.7.



 


		3.25	“Foreign Subsidiary Buy-Out Purchase Price” means the Company’s aggregate
purchase price for the purchase of the Foreign Subsidiary Shares.



 


		3.26	“Foreign Subsidiary Shares” means as set out in section 2.6.



 


		3.27	“GAAP” means generally accepted accounting principles from time to time.



 


		3.28	“Group”, “Group Companies” and “Group Company”
means as set out in section 2.7.



 


		3.29	“Intellectual Property” means all intellectual and industrial property rights
including, without limitation: (a) patents and registered designs; (b) unregistered rights in designs, copyright (including, without
limitation, copyright in source code, object code and other computer software and databases) and neighbouring rights, database
rights, semiconductor topography rights and rights subsisting in or in relation to confidential information or inventions; (c)
registered and unregistered trademarks and service marks, and all other rights in, or goodwill attaching to, trade, business or
corporate names, logos, get-up or other trading insignia; and including (insofar as any of the foregoing rights are obtained by
registration), applications for registration and the right to apply for registration; all rights and forms or protection of a similar
nature to any of the foregoing recognised in any country of the world.



 






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		3.30	“Interim Accounts” means the accounts attached hereto as Appendix 3.30.



 


		3.31	“Interim Accounts Date" means 29 February 2012.



 


		3.32	“IT Systems” means all hardware and all communication networks or the network
capacity which is used by the respective Group Company.



 


		3.33	“Know-How” means all information not in the public domain which is used or held,
developed, generated or acquired for use in, or for the benefit of, any Group Company as at the Completion Date.



 


		3.34	“Lock-Up” means as set out in section 5.8.2.



 


		3.35	“Lock-Up Agreement” means the agreement to be entered into among Black
                                                              Diamond and each of the Sellers specified in Appendix 5.6 (i.e. Sellers receiving Purchaser Payment Shares) on
                                                              the Completion Date, which agreement shall be substantially in the form of Appendix 3.35.



 


		3.36	“Loss” means any direct or indirect loss, liability or expense (including Taxes)
suffered by the Purchaser Indemnified Parties or any Group Company as a result of a breach of the Warranties.



 


		3.37	“Management Sellers” means as set out in section 1.2.



 


		3.38	“Material Adverse Change” means any change or changes, effect or effects, event
or events, or circumstance or circumstances, that individually or in the aggregate are or may reasonably be expected to be materially
adverse to (i) the business, assets, properties, condition (financial or otherwise), liabilities or results of operations of the
affected Person and its subsidiaries, taken as a whole, or (ii) on the ability of such Person to perform its respective obligations
under this Agreement. For the purposes of this definition of material adverse change any adversity or adversities shall have an
aggregate effect exceeding 7 MSEK to be considered as an adversity.



 


		3.39	“Material Agreements” means as set out in section 14.8.4.



 


		3.40	“Minority Sellers” means as set out in section 1.2.



 


		3.41	“Person” means any individual, corporation, partnership, limited liability company,
joint venture, association, trust, organisation, governmental entity or other entity or natural or legal person.



 


		3.42	“POC Austria” means as set out in section 2.4.



 


		3.43	“POC Austria Subsidiary Owners” means as set out in section 2.4.2.



 


		3.44	“POC Austria Subsidiary Shares” means as set out in section 2.4.2.



 


		3.45	“POC France” means as set out in section 2.4.



 


		3.46	“POC USA” means as set out in section 2.4.



 


		3.47	“POC USA Subsidiary Owner” means as set out in section 2.4.3.



 


		3.48	“POC USA Subsidiary Shares” means as set out in section 2.4.3.



 


		3.49	“Principal Sellers” means as set out in section 1.2.



 


		3.50	“Purchase Price” means as set out in section 5.



 






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		3.51	“Purchaser Indemnified Parties” means the Purchaser or Black Diamond or any
of their affiliates, directors, shareholders, officers, employees, agents, representatives, successors or permitted assigns.



 


		3.52	“Purchaser Payment Shares” means as set out in section 5.6.



 


		3.53	“Registration Statement” means the registration statement on Form S-4 (Registration
File No.: 333-175695) filed with the SEC by Black Diamond or any of the amendments or prospectus supplements thereto.



 


		3.54	“SEC” means the US Securities and Exchange Commission.



 


		3.55	“Securities Act” means the US Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder.



 


		3.56	“Sellers’ Representative” means as set out in section 30.



 


		3.57	“Sensitive Payment” means (i) bribes, influence payments or kickbacks paid to
any person, firm or company including central or local government officials or employees, (ii) amounts received with an understanding
that rebates or refunds will be made in contravention of any laws or any jurisdiction either directly or through a third party,
(iii) political contributions, (iv) payment or commitments made with the understanding or under circumstances that would indicate
that all or part thereof is to be paid by the recipient as a bribe, influence payment or kickback to any person, firm or company
including central or local government officials or employees or (v) payments or commitments to obtain favorable treatment or secure
business for the Company or any Subsidiary, or any Affiliate of the Company.



 


		3.58	“Stock Consideration” means as set out in section 5.6.



 


		3.59	“Subsidiaries” and “Subsidiary” means as set out in section
2.4.



 


		3.60	“Subsidiaries Shares” means as set out in section 2.4.



 


		3.61	“Tax” means all income taxes, corporation tax, capital gains tax, transfer tax,
social security tax, employer’s tax, duties, sales tax, value added tax, withholding tax and any other taxes and official
charges and impositions of any kind which may be payable to or imposed by any governmental entity together with any interest, penalties,
surcharges, interest or additions thereto.



 


		3.62	“Third Party Claim” means any claim by a third party against any Group Company
or against the Purchaser Indemnified Parties as a result of the Transaction.



 


		3.63	“To the best of the Sellers’ Knowledge” or any similar expression means
in respect of a matter the knowledge of any of (i) the individuals who are Management Sellers, (ii) the following individuals who
own entities that are Management Sellers Stefan Ytterborn and Fred Wikström, (iii) the directors of any Group Company or any
of their management including, but not limited to, Sven Sandberg, Conny Karlsson, Bo Håkansson, Reidar Langmo, William Gunnarsson,
Theodor Dalensson, Jarka Duba, Hans Schlick or Karin Huttary, or the knowledge any of such persons would have had after due and
careful inquiry to ascertain all relevant facts and circumstances (for the avoidance of doubt, if one of the mentioned individuals
has knowledge of a fact or circumstance then all relevant Sellers giving the relevant Warranty shall be deemed to have the same
knowledge of such fact or circumstance in relation to such Warranty and hence the knowledge qualifier in such Warranty shall not
apply in respect of such fact or circumstance).



 






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		3.64	“Transaction” means the sale and purchase of the Shares under this Agreement
and all connected transactions and actions.



 


		3.65	“Transaction Costs” means any restructuring costs, exit costs, exit bonuses,
transaction costs, broker or investment banker costs, advisors costs, transaction costs for the Foreign Subsidiary Buy-Out (not
including the Foreign Subsidiary Buy-Out Purchase Price and the Foreign Subsidiary Buy-Out Premium), management deal incentives
and any other cost or liability connected with the Transaction.



 


		3.66	“Warranties” means the Sellers’ warranties set out in sections 14 , 15 and 16 and “Warranty” means any of them.



 


		4.	Sale and purchase of the Shares



 


		4.1	On the terms of this Agreement, the Sellers shall sell the Shares to the Purchaser, and the Purchaser
shall purchase the Shares from the Sellers.



 


		4.2	The Shares shall on the Completion be transferred free from all Encumbrances – including
all rights of pre-emption over any of the Shares and the Subsidiaries Shares are waived – and together with all benefits
and rights pertaining thereto.



 


		5.	PURCHASE PRICE



 


		5.1	The agreed purchase price for the Shares shall be (A) SEK 603.52 for each Share (an amount
, minus any Accounted Transaction Costs (calculated pro rata per Share) and minus any Foreign
Subsidiary Buy-Out Premium (calculated pro rata per Share) and as calculated in section 5.7

referred to as the “Share Purchase Price” and the aggregate Share Purchase
Price for all the Shares is referred to as the “Company Purchase Price” plus (B) an amount of
maximum SEK 11,500,000 (“Buy-Out Purchase Price”) (as calculated in section 5.7).





 


		5.2	The Company Purchase Price plus the Buy-Out Purchase Price is referred to as the “Purchase
Price”.



 


		5.3	The Purchaser shall pay the Company Purchase Price to the Sellers on the Completion as set out
in sections 5.5 and 5.6.



 


		5.4	The Purchaser shall pay the Buy-Out Purchase Price (as calculated in section 5.7 ) and any Foreign Subsidiary Buy-Out Premium (as calculated in section 5.7 ) to the Company in
immediately available funds in connection with consummation of the Condition Precedent in section 8.2.5 (i.e. the Foreign
Subsidiary Buy-Out).



 


		5.5	90 percent of the Company Purchase Price minus any Accounted Transaction Costs and minus
any Foreign Subsidiary Buy-Out Premium (as calculated in section 5.7 ) (the “Cash Consideration”), shall be paid by the Purchaser on the Completion in immediately
available funds to a single bank account specified by the Sellers at least five (5) Business Days before the Completion Date (the
Sellers shall be responsible for distributing the Cash Consideration amongst the Sellers).



 






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		5.6	10 percent of the Company Purchase Price (the “Stock Consideration”) shall be
paid by the Purchaser on the Completion in the form of delivery of a certain number of shares of common stock, $0.0001 par value,
of Black Diamond, subject to the pledge described in section 6 The number of such Black Diamond common stock to be delivered shall be calculated using the formula
used in Appendix 5.6 (the “Purchaser Payment Shares”). The Purchaser Payment Shares shall be
distributed amongst the Sellers pro rata to their shareholding as set out in Appendix 1.1 (as far as possible
taking into account customary rounding up or down in case a Seller is entitled to a fraction of a Purchaser Payment Share).
Each such Seller further agrees that the Purchaser Payment Shares will be delivered to such Seller, and Black Diamond and the
Purchaser agree to deliver the Purchaser Payment Shares to such Seller, 20 Business Days after such Seller’s receipt of
the prospectus that is a part of the Registration Statement, as described in section 5.8.4 (this time period shall be
coordinated with the Completion or else section 11.6.3 shall apply), subject in all respects to the pledge by such Seller of such Purchaser Payment Shares in
accordance with section 6.

 



 


		5.7	The Buy-Out Purchase Price shall be paid by the Purchaser to
the Company so that the Company is able to consummate the Foreign Subsidiary Buy-Out by paying the Foreign Subsidiary Buy-Out Purchase
Price to the Foreign Subsidiary Owners. If the Foreign Subsidiary Buy-Out Purchase Price amounts to SEK 11,500,000 or below, then
the Buy-Out Purchase Price shall be equal to such amount (i.e. SEK 11,500,000 or below) and there shall be no “Foreign Subsidiary
Buy-Out Premium” (as defined below). However, if the Foreign Subsidiary Buy-Out
Purchase Price exceeds SEK 11,500,000, then the Buy-Out Purchase Price shall be equal to SEK 11,500,000, and the excess (i.e. the
part of the Foreign Subsidiary Buy-Out Purchase Price that is above SEK 11,500,000) shall be considered as “Foreign
Subsidiary Buy-Out Premium”. The Foreign Subsidiary Buy-Out Premium shall then reduce the
90% of the Company Purchase Price on a SEK-by-SEK basis as set out in section 5.5. The Buy-Out Purchase Price or the Foreign Subsidiary Buy-Out Premium shall never be paid or financed
by using funds of the Group, and the Foreign Subsidiary Buy-Out Premium shall be paid and financed only by the Sellers by reduction
of the 90% of the Company Purchase Price as set out in section 5.5.
It is acknowledged and agreed that the Buy-Out Purchase Price shall not be payable to any Seller but shall following receipt by
the Company only be paid by the Company to the Foreign Subsidiary Owners to complete the Foreign Subsidiary Buy-Out.



 


		5.8	Purchaser Payment Shares



 


		5.8.1	When issued, the Purchaser Payment Shares shall be registered
under Black Diamond’s shelf registration statement on Form S-4 and shall be duly authorized, validly issued, fully paid and
non-assessable and free and clear of any liens, other than liens created by Sellers.



 


		5.8.2	The Purchaser Payment Shares shall be subject to lock-up restrictions
during a certain period as set forth in the Lock-Up Agreement (the “Lock-Up”). 



 


		5.8.3	The share certificates representing the Purchaser Payment Shares
shall be subject to certain transfer restrictions and shall bear legends including the transfer restrictions set forth in the lock-up
agreement and the following legend:



 






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“THE
TRANSFER OF THE SECURITIES EVIDENCED HEREBY IS RESTRICTED BY THE TERMS OF A LOCK-UP AGREEMENT DATED ________, 2012, BETWEEN THE
REGISTERED HOLDER HEREOF AND THE ISSUER HEREOF. A COPY OF THE LOCK-UP AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF THE ISSUER.
IN ADDITION, THE SHARES OF COMMON STOCK EVIDENCED HEREBY ARE SUBJECT TO A RIGHT OF SET-OFF PURSUANT TO THE TERMS OF A SHARE TRANSFER
AGREEMENT DATED ______, 2012 BETWEEN THE REGISTERED HOLDER HEREOF AND THE ISSUER HEREOF. A COPY OF SUCH AGREEMENT IS ON FILE AT
THE PRINCIPAL OFFICES OF THE ISSUER”.


 


		5.8.4	Each Seller receiving Purchaser Payment Shares acknowledges
                                                                                                             and recognizes, and covenants and agrees with the Purchaser that they are acquiring the Purchaser Payment Shares for their
                                                                                                             own respective account and each of such Sellers covenants and agrees that such Seller will not sell, transfer, or otherwise
                                                                                                             dispose of any of the Purchaser Payment Shares or any interest therein, except pursuant to the Registration Statement or any
                                                                                                             prospectus supplement to the prospectus that is a part of the Registration Statement or any post-effective amendment to the
                                                                                                             Registration Statement, as the case may be, and applicable state “blue sky” laws (as such term is understood in
                                                                                                             the US capital markets), or in a transaction which in the opinion of counsel reasonably acceptable to Black Diamond is exempt
                                                                                                             therefrom, but subject in any case to the terms of the Lock-Up Agreement. Each of such Sellers further acknowledges that it
                                                                                                             has received from, or at the direction of, Black Diamond and the Purchaser, and has on the Completion Date, or the later day
                                                                                                             when the Completion action in section 11.6.2 is fulfilled, for at least 20 Business Days had a copy of the prospectus that is a part of the Registration Statement, and confirms, covenants and agrees that such Seller has the knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of an investment in the Purchaser Payment Shares and confirms, covenants and agrees that such Seller has obtained, in its judgment, sufficient information from the Purchaser/Black Diamond to evaluate the merits and risks of an investment in the Purchaser Payment Shares. Each of such Sellers acknowledges and agrees that it has been provided the opportunity to obtain information and documents concerning Black Diamond and the Purchaser Payment Shares, and has been given the opportunity to ask questions of, and receive answers from, Black Diamond directors and officers concerning Black Diamond and the Purchaser Payment Shares and other matters related to this investment. Each of such Sellers acknowledges and agrees that it is aware of the risks inherent in an investment in Black Diamond and specifically the risks of an investment in the Purchaser Payment Shares. In addition, each of such Sellers is aware and acknowledges that there can be no assurance of the future viability or profitability of Black Diamond, nor can there be any assurance relating to the current or future price or value of the Purchaser Payment Shares, or market conditions generally.  



 






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Each
of such Sellers covenants and agrees that such Seller shall furnish all information as may be reasonably requested by the Purchaser
or Black Diamond in connection with the preparation, filing and distribution of any prospectus supplement to the prospectus that
is a part of the Registration Statement or to any post-effective amendment to the Registration Statement, as the case may be. If,
at any time, any information relating to the Group or such Sellers should be discovered by the Company or such Sellers which should
be but is not set forth in the Registration Statement, or in any prospectus supplement or post-effective amendment to the Registration
Statement, as described above, so that the Registration Statement, or any such prospectus supplement or post-effective amendment
to the Registration Statement, would not include any misstatement of a material fact or omit to state any material fact necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading, each of such Sellers
covenants and agrees that such Seller shall ensure that such information shall promptly be notified to the Purchaser or Black Diamond
so that an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and until such
correction is made, such Sellers agree not to use any such prospectus supplement, Registration Statement or post-effective amendment
thereto. Each of such Sellers hereby covenants and agrees to promptly notify Black Diamond/Purchaser of any planned sale of Purchaser
Payment Shares pursuant to the Registration Statement or any such prospectus supplement
or post-effective amendment to the Registration Statement, and that all such sales will – as set out in the Lock-Up Agreement
– be subject to the prior written approval of Black Diamond during a certain time but after that time Black Diamond’s
approval would however not be required but instead such Sellers agree and covenant to notify Black Diamond reasonably in advance
of the planned sale and such Sellers also agree and covenant to on a reasonable basis consult and cooperate with Black Diamond,
in order to maintain an orderly trading market for Black Diamond’s shares. Each of such Sellers further covenants and agrees
to comply with the Securities Act, the Exchange Act, and any other applicable law in connection with any such sales.


 


		6.	PLEDGE



 


		6.1	The Sellers who shall receive the Purchaser Payment Shares hereby
jointly and severally, during the restricted period provided for under the Lock-Up Agreement pledge, assign and grant a security
interest in the Purchaser Payment Shares to the Purchaser together with a stock power endorsed in blank to the Purchaser as security
for any claim made by the Purchaser under this Agreement. In the event that a claim is made against any Seller during the term
of the Lock-up Agreement, the Purchaser Payment Shares shall remain pledged to the Purchaser until the final resolution of such
claim. However in the event the value of a claim amounts to an amount less than the value of the Purchaser Payment Shares, the
Purchaser shall release Purchaser Payment Shares to the extent that the Purchaser Payment Shares exceed 200 percent of the value
of the claim (the Purchaser is entitled to include any reasonable legal fees, interest, penalties, court costs etc. when determining
the value of the claim), as further provided for in the Lock-Up Agreement. Each of such Sellers hereby appoints the Purchaser as
its respective attorney-in fact to take such action as is reasonably necessary to cause the cancellation and the substitution of
the certificates representing the Purchaser Payment Shares when exercising the pledge.



 






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		6.2	Upon the occurrence of a breach of this Agreement by a Seller and for as long as such breach is
continuing (where the Purchaser is authorised to realise any or all of Purchaser Payment Shares to satisfy such claim, irrespective
of which of the Sellers is in breach of the Agreement and irrespective also of which of the Sellers is the owner of the Purchaser
Payment Shares), the Purchaser may sell the Purchaser Payment Shares or any part thereof by private or public sale or auction or
in such manner and on such terms as the Purchaser in its sole discretion deems fit, or in its sole discretion, Purchaser may cause
such Purchaser Payment Shares or any portion thereof to be cancelled and no longer outstanding, or, to be held by the treasury
of Purchaser or Black Diamond .



 


		6.3	Chapter 10 Section 2 of the Swedish Commercial Code (Handelsbalken) shall not apply to this Agreement
or any enforcement hereunder.



 


		6.4	All moneys (or other consideration) obtained by the Purchaser or its designee by virtue of the
operation of law or through the exercise of the rights, powers and remedies under the pledge created hereby, shall be applied by
the Purchaser towards the discharge of the secured obligations in the manner, order and priority determined by the Purchaser. When
the secured obligations have been duly and irrevocably paid and discharged in full, the surplus (if any) shall be paid to the Sellers’
Representative and the Sellers’ Representative shall distribute such moneys amongst the relevant Sellers.



 


		6.5	When realizing the pledge the value of each Purchaser Payment Share shall be the value such Purchaser
Payment Share on the date the claim has been finally determined, or, if the claim has not been challenged by the Sellers within
60 calendar days, on the date the Purchaser made the claim.



 


		6.6	The Purchaser Payment Shares are subject to certain “Right of Set-off” rights
as set out in section 21 . The Purchaser’s rights under this section 6 stand alone notwithstanding any other provision
in this Agreement.



 





		7.	the SELLERS’ other PRE-COMPLETION COVENANTS



 


		7.1	The Sellers undertake to procure that each Group Company – and their employees, officers
and advisors etc. – during the period from the Signing Date until the Completion Date conducts its Business in the ordinary
course of business consistent with past practices with a view to maintaining it as a going concern, including that the Group shall
use its commercially reasonable efforts to preserve the business organization of the Group intact, keep available the services
of the current officers and employees of the Group and maintain the existing relations with franchisees, customers, suppliers,
creditors, business partners and others having business dealings with the Group, to the end that the goodwill and ongoing business
of the Group, taken as a whole, shall be unimpaired in any materially adverse manner at the Completion Date, and no major decisions
in any matters of material importance to the Group or it’s Business shall be implemented and the Group shall comply with
applicable laws, which means, among other things, that each Group Company shall:



 


		7.2	Maintain its insurances.



 


		7.3	Not make any payment of dividend, value transfer (Sw: värdeöverföring) or other
similar distribution.



 


		7.4	Not fail to pay its Taxes.



 






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		7.5	Not change any articles of association (or equivalent document) or accounting policies etc.



 


		7.6	Not issue any shares or other share related securities (Sw: aktierelaterade instrument) or take
any other action which may impact on the share capital.



 


		7.7	Not acquire or agree to acquire any shares or other interest in any Person except for the Foreign
Subsidiary Buy-Out in accordance with the terms of this Agreement.



 


		7.8	Except for the sales of products in the ordinary course of business, not sell, grant options to
purchase, lease or make similar dispositions of material assets having a value in excess of SEK 250,000 in the aggregate.



 


		7.9	Not enter into any agreement which cannot be terminated without compensation at any time with three
month’s notice, or of a contract value in excess of SEK 250,000.



 


		7.10	Not enter into any agreements, or incur any commitment, involving any capital commitment or which
may involve a total annual expenditure in excess of SEK 250,000 in the aggregate.



 


		7.11	Not incur any additional borrowings or indebtedness, grant any pledge or mortgage or create any
other Encumbrance or contingent liability in excess of SEK 250,000 in the aggregate.



 


		7.12	Not enter into any guarantee, indemnity or other agreement to secure any obligation of any third
party or create any Encumbrance over the Group’s assets.



 


		7.13	Not enter into any agreement which is not in the ordinary course of business.



 


		7.14	Use all endeavours to maintain important customer and supplier relationships and to maintain the
price structure with its customers.



 


		7.15	Not terminate or give any notice to terminate any agreement of material importance to the Business.



 


		7.16	Except as set out in Appendix 7.16, not make any changes in the compensation of any employee and not to employ any employees.



 


		7.17	Not take any steps to procure payment by any debt in advance of its due date which may result in
a cost to or other obligation.



 


		7.18	Not postpone payment to creditors beyond the respective due date.



 


		7.19	Not commence proceedings, or fail to defend or compromise or settle any existing proceeding or
settle or waive any material claim.



 


		7.20	Not fail to renew or maintain any registration of any of the Company IPR or to otherwise fail to
protect or preserve the value of Company IPR.



 


		7.21	If the Purchaser so requests, provide access for the Purchaser and its advisors to the premises,
accounts and records, and its employees, customers and suppliers including to negotiate with employees on employment agreements
and enter into such agreements to be effective upon Completion.



 


		7.22	Maintain all its material assets undamaged and fully operating.



 


		7.23	Not fail to resupply replenish inventories and supplies to each Group Company.



 






    	14



    	 



    
 


		7.24	Not institute any new methods of manufacture, purchase, lease, management, accounting or operation
or engage in any transaction or activity other than changes in the ordinary course of business.



 


		7.25	Consult with the Purchaser, and provide to the Purchaser relevant material, before letters, memorandums
and other correspondence are circulated to the employees that describe the transactions contemplated under this Agreement, for
the Purchaser’s prior review, which review shall not be unreasonably delayed, and the Sellers shall take into account the
Purchaser’s reasonable comments.



 


		7.26	Consult with the Purchaser and promptly provide or make available to the Purchaser copies of all
tax returns, reports and information statements that are filed after the date of this Agreement.



 


		7.27	Not take any action, and ensure that there is no omission, that may have a negative impact on the
completion of the Transaction.



 


		7.28	The Sellers shall cause the Company to exercise due care in assessing and determining the need
to obtain consent from Peek & Cloppenburg KG to enable registration, and use within the Business in accordance with current
practices, of the POC device trademark (EU application no. 005350285) in classes 9, 25 and 28 for the applied goods on the basis
of the Company’s application in the form on the date hereof. Any payment or undertaking to make any payment to Peek &
Cloppenburg KG in relation hereto shall be borne by the Sellers.



 


		7.29	The Sellers shall cause the Company to seek to obtain that the counterparties to the
                                                              agreements listed in Appendix 7.29 shall have waived in writing any right to terminate or amend such agreement
                                                              which such party might have under such agreement as a consequence of the consummation of this Transaction (Change of Control)
                                                              without any cost or other detrimental impact on the Group.



 


		7.30	The Sellers shall – if commercially beneficial – cause the Company to seek a settlement
on the on-going patent dispute (concerning the European Patent EP 1 838 399) with Dainese S.p.A including that Dainese S.p.A has
no claims whatsoever against the Group and in such case the Sellers shall deliver evidence to the Purchaser about such settlement.
Any payment or undertaking to make any payment to Dainese S.p.A in relation hereto in excess of EUR 18,000 shall be borne by the
Sellers.



 


		7.31	Notwithstanding sections 7.2- 7.30,
                                                              the Group shall release the guarantees set out in Appendix
                                                              7.31 prior to or at Completion Date. Furthermore, the Purchaser
                                                              covenants that it will upon request from the Company give waivers
                                                              to any and all restrictions in sections 7.2- 7.30 provided that
                                                              the Purchaser assesses - and this assessment must be made in good
                                                              faith - that the request for waiver is reasonable taking the Parties
                                                              obligations under this Agreement into consideration and provided
                                                              such waiver is for the benefit of the Group.



 





		7.32	The Sellers shall provide the Purchaser with exact amounts of the Foreign Subsidiary Buy-Out Purchase
Price (specifying the Foreign Subsidiary Buy-Out Funding and the Foreign Subsidiary Buy-Out Premium) and the Accounted Transaction
Costs as soon as practically possible but at least 3 Business Days before the Completion.



 


		8.	Conditions precedent



 






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		8.1	The obligation of the Purchaser to complete the Transaction is conditional upon the following conditions
having been completed or waived by the Purchaser in writing before the Completion Date (“Conditions Precedent”).



 


		8.2	The Condition Precedent in section 8.2.5 shall be the last Condition Precedent to be completed, so that the Completion can be consummated immediately
after the fulfilment thereof.



 





		8.2.1	There shall not be in effect any injunction, court order or governmental
proceeding seeking to prevent the Completion. 



 


		8.2.2	The Sellers shall have caused the Group to deliver to the Purchaser
monthly interim financial statements (not previously delivered to the Purchaser) as soon as available and in all events within
25 days after the conclusion of each calendar month. 



 


		8.2.3	Each Seller that is a legal entity shall deliver copies of documents
supporting the respective Seller’s due authorization to execute the Agreement, all ancillary agreements and documents, and
to consummate the Transaction.



 


		8.2.4	Sellers representing more than 90% of the Issued Shares shall
proceed to Completion.



 


		8.2.5	The Sellers shall have caused the Company and the Foreign Subsidiary
Owners to enter into binding transfer agreements for the purchase of the Foreign Subsidiary Shares from the Foreign Subsidiary
Owners, attached as Appendix 8.2.5 (“Foreign Subsidiary Buy-Out Agreements”), and shall have completed the transfers under
these agreements so that the Company has become the owner of a 100% stake in POC Austria and a 100% stake in POC USA (“Foreign
Subsidiary Buy-Out”). The Sellers shall deliver copies of documents supporting the due authorization to execute
the Foreign Subsidiary Buy-Out Agreements and to consummate the Foreign Subsidiary Buy-Out.



 





		8.3	The Sellers shall, as from the Signing Date, regularly update the Purchaser on the status of the
efforts to fulfil the conditions set forth in this section 8 and particularly the Sellers undertake to coordinate and inform the Purchaser sufficiently in
advance about when the Condition Precedent in section 8.2.5 shall be fulfilled so that so that the Purchaser may prepare and
organize for the Completion.



 





		9.	Pre-Completion Termination



 


		9.1	In case of the occurrence of any
default as set out in sections 9.1.1, 9.1.2 (however, in case of the occurrence of any default as set out in section 9.1.2 that
is not material, such default shall not impede the Parties to proceed to Completion) or 9.1.3, the Purchaser shall be entitled,
by giving written notice to the Sellers on or before the Completion Date, (i) to terminate this Agreement, without liability on
its part, and this Agreement shall become null and void and of no further force and effect, except for the provisions in section
25 (Confidentiality), section 34 (Governing Law) and section 35 (Disputes) which shall survive (“Surviving Provisions”); (ii) to
determine a new Completion Date and require that the Sellers remediate the default before the new Completion Date (iii) or to
effect Completion so far as possible having regard to the defaults which have occurred. The rights set out in this section 9.1
are in addition to any other remedies available to the Purchaser including the right to claim damages for breach of contract,
which right to claim damages can be directed towards all Sellers in the case of default of section 9.1.1 and 9.1.3, but in case
of default of section 9.1.2 such claim can only be directed towards certain specified Sellers that have defaulted provided that
the other Sellers can evidence that only such specified Sellers have defaulted and that the other Sellers have fulfilled their
relevant obligations, but if this can not be evidenced then all Sellers shall be liable for the default of section 9.1.2. Provided
that the Sellers can evidence that a default of section 9.1.3 is not attributable to any action or omission by any Seller or the
Company the Sellers shall not be liable for damages hereunder as a result of the occurrence of the Material Adverse Change.



 






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		9.1.1	Any of the Conditions Precedent has not been satisfied before
the Completion Date or waived by the Purchaser. 



 


		9.1.2	Any of the Sellers is in material breach of any of their Pre-Completion
Covenants or there is a material breach of any of the Warranties or if any of the Sellers is in breach of any other material obligation
(the Sellers shall immediately notify the Purchaser in writing about the occurrence of any such event). 



 


		9.1.3	There has occurred a Material Adverse Change (the Sellers shall
immediately notify the Purchaser in writing about the occurrence of any such event).



 


		10.	Purchaser’s break-up fee



 


		10.1	If on the Completion Date the Completion
                                                              cannot be consummated due to a failure of the Purchaser to perform
                                                              any of its material obligations, the Sellers shall be entitled to
                                                              terminate this Agreement and claim a break-up fee as set out in
                                                              section 10.2 provided: (i) that the Sellers give notice in
                                                              writing to the Purchaser within 5 Business Days from the Completion
                                                              Date (if such notice is not given within that time the Sellers shall
                                                              lose their right to claim the break-up fee in section 10.2), (ii)
                                                              that if the failure is curable, it has not been cured by
                                                              the Purchaser within 15 Business Days after the Completion Date,
                                                              and (iii) that the Sellers have complied with all their obligations
                                                              under the Agreement including that sections 9.1.1, 9.1.2 and 9.1.3
                                                              were fully satisfied on the Completion Date and continue to be fully
                                                              satisfied until the payment of the break-up fee in section 10.2.
                                                              In the event any of the Sellers gives notice in accordance with
                                                              the above, such notice shall be considered to be for the benefit
                                                              of all the Sellers, provided that Sellers representing at least
                                                              75% of the Shares confirm the notice within 10 Business Days (and
                                                              if such majority does not so confirm, such notice shall be deemed
                                                              void and the right to claim break-up fee in section 10.2 shall be
                                                              forever lost), but if such notice is incorrect or unjustified all
                                                              such Sellers confirming the notice shall be severally and jointly
                                                              liable towards the Purchaser for breach of the Agreement including
                                                              any losses that the incorrect or unjustified notice causes the Purchaser.



 


		10.2	If the requirements in section 10.1 are fulfilled, (A) the Purchaser shall within 25 Business Days from the Completion Date pay to
the Sellers a break-up fee (i) not to exceed SEK 7,000,000 to cover the Sellers’ reasonably incurred and accounted out-of
pocket expenses in pursuing the Transaction (such as payments to advisors) (ii) plus a fixed indemnity of SEK 14,000,000
and (B) this Agreement shall be terminated and shall become null and void and of no further force and effect, except for
the Surviving Provisions which shall survive.



 






    	17



    	 



    
 


		10.3	The payments from the Purchaser to the Sellers, if any, mentioned in this section 10 shall be the Sellers’ sole and final remedy and compensation for the Sellers’ termination
of this Agreement pursuant to this section 10.



 


		11.	Completion



 


		11.1	Completion shall take place, unless otherwise agreed in writing between the Purchaser and the Sellers’
Representative, on June 20, 2012 at the offices of Advokatfirman Lindahl, Mäster Samuelsgatan 20 in Stockholm, immediately
after (but on the same date) the fulfilment of the Condition Precedent in section 8.2.5 (the “Completion Date”).



 


		11.2	At the Completion Date, subject to section 11.6.3 , the following actions shall be made and once all the actions below have been completed or waived by
the Parties, “Completion” shall be deemed to have occurred.



 


		11.3	In case one or more of the Sellers (“Failing Seller(s)”) decide to not
                                                              proceed to Completion (“Completion Default”) provided, however, that the Sellers that do proceed to
                                                              Completion (“Remaining Sellers”) represent more than 90% of the Issued Shares
                                                              (“Threshold”), then the Remaining Sellers and the Purchaser shall anyway proceed to Completion, and the
                                                              Purchaser shall not be entitled to terminate the Agreement due to the Failing Sellers’ failure to proceed to
                                                              Completion. However, and for the avoidance of doubt, the Failing Sellers shall remain liable for breach of the Agreement (but
                                                              the Remaining Sellers shall not be liable). However, if in case of a Completion Default the Remaining Sellers’s
                                                              shareholding represent less than the Threshold, the Failing Sellers shall be deemed to be in breach of a material
                                                              obligation, and the Purchaser shall not be obliged to proceed to Completion and hence section 9 (Pre-Completion Termination) shall apply, but the Purchaser shall only be able to claim damages from
the Failing Sellers (and not from the Remaining Sellers).



 





		11.4	The Purchaser and the Remaining Sellers (the Remaining Sellers shall be jointly and severally liable)
undertake to continuously (as the costs or losses occur, are incurred or become due) share the Purchaser’s losses and costs
to complete the purchase of the Failing Sellers’ Shares in equal halves (50/50). Any purchase price per Share needed to acquire
the Failing Sellers’ Shares that exceed the purchase price paid for a Share shall be deemed as a loss. The Sellers agree
that the Purchaser shall conduct, control and decide on all negotiations with and legal proceedings against the Failing Sellers
although the Purchaser, before initiating legal proceedings or entering into a purchase or settlement agreement with any Failing
Seller, shall consult with the Sellers’ Representative and take into due consideration the Remaining Sellers’ reasonable
observations and advise.



 


		11.5	The Sellers shall take the following actions:



 


		11.5.1	Confirm that the conditions/circumstances in sections 9.1.1, 9.1.2 and 9.1.3 have not been breached/are satisfied in all respects.



 





		11.5.2	Deliver to the Purchaser confirmation from the relevant bank that
the Shares have been transferred to the Purchaser’s securities account in order for the Purchaser to become registered as
shareholder in the Company’s share register maintained by Euroclear Sweden AB.



 


		11.5.3	Deliver to the Purchaser the share certificates (if issued) representing
all of the issued and outstanding shares of capital stock or equity interests in the Subsidiaries Shares, duly endorsed to the
Company, and deliver to the Purchaser the Subsidiaries’ share registers, with the Company duly recorded as the sole owner
of the Subsidiaries Shares, or deliver other documental proof or take other action as provided for in the Subsidiary’s jurisdiction
which evidences the Company’s full ownership of the Subsidiaries Shares. 



 






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		11.5.4	Deliver to the Purchaser – as requested by the Purchaser
– customary letters of resignation from the Group Companies’ board members and other representatives containing waiver
of any and all claims (letters containing waiver of claims shall be delivered even if the representative does not resign).



 


		11.5.5	Deliver to the Purchaser – as requested by the Purchaser
– customary powers of attorney for the Purchaser’s representatives to represent each Group Company until registration
of new authorized signatories.



 


		11.5.6	Demonstrate to the satisfaction of the Purchaser in its sole discretion
(the Purchaser is entitled to request waiver letters from the Sellers) that the Group Companies have been fully and finally released
from guarantees, indemnities or other obligations given or incurred by the Group Companies, as applicable, in favour of the Sellers
or any of its affiliated Persons.



 


		11.5.7	To the extent applicable, deliver to the Purchaser waivers of
pre-emption rights and similar in relation to the transfer of the Shares (including such waivers from the Excluded Shareholders)
(under shareholders agreement or similar) and, to the extent applicable, the transfer of the Foreign Subsidiary Shares. 



 


		11.5.8	In furtherance of the pledge in section 6, each Seller who shall receive the Purchaser Payment Shares shall - after the Purchaser’s action in section 11.6.2 or 11.6.3 as the case may be - deliver to the Purchaser each and every certificate representing the Purchaser Payment Shares together with executed stock powers endorsed in blank and also any other documentation that the Purchaser may request. 



 





		11.6	The Purchaser shall take the following actions:



 


		11.6.1	Pay the Cash Consideration to the Sellers as set out in section
5.5, i.e. to a single bank account designated by the Sellers and the Sellers
are responsible for distributing the Cash Consideration amongst the Sellers and the Sellers agree to – in this distribution
– compensate the relevant Sellers that have incurred Transaction Costs on behalf of all the Sellers. 



 


		11.6.2	Pay,
                                                                                                              as set out in section
                                                                                                              5.6, the Stock Consideration
                                                                                                              to those Sellers
                                                                                                              specified in Appendix
                                                                                                              1.1 by delivery
                                                                                                              to such Sellers
                                                                                                              of the Purchaser
                                                                                                              Payment Shares,
                                                                                                              subject to the pledge
                                                                                                              described in section
                                                                                                              6.



 





		11.6.3	If on the Completion Date a period of 20 days from the
                                                                                                              Sellers’ receipt of the prospectus that is part of the Registration Statement has not lapsed, then the fulfilment of
                                                                                                              section 11.6.2 shall be postponed to be fulfilled when such period of 20 days has lapsed. This postponement shall not impede
                                                                                                              the consummation of the Completion, but the Purchaser’s obligation under section 11.6.2 shall become a post-closing covenant
                                                                                                              to be fulfilled when the period of 20 days has lapsed. 



 





		11.6.4	At Completion the Purchaser shall cause a shareholders’
meeting and a board meeting to be held in each Group Company appointing new boards, new auditors and to appoint authorized signatories.
The Purchaser shall procure that the documentation is submitted to the Swedish Company Register and to other relevant authorities
for customary registration and the Sellers shall assist in such registration matters.



 






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		11.7	The Purchaser shall cause Black Diamond to execute and the Sellers shall execute:



 


		11.7.1	The Lock-up Agreement.



 


		11.8	Simultaneously etc.



 


		11.8.1	Subject to section 11.6.3, the Completion actions in this section 11 shall be deemed to occur simultaneously and Completion shall not be deemed to have occurred unless all these Completion actions have been performed or the performance thereof has been waived by the relevant Party.



 





		12.	OTHER COVENANTS



 


		12.1	The Purchaser shall post Completion at the next ordinary shareholders’ meeting of the relevant
Group Company vote for that the retiring Group board members of the relevant Group Company shall, where applicable, be discharged
from liability as board members as regards the period of their offices, provided that such discharge is not contrary to the recommendation
of the relevant auditors.



 


		12.2	The Sellers shall vote for and exercise other rights associated with the Shares in accordance with
the instructions of the Purchaser until the registration post Completion in Euroclear Sweden AB has been effectively transferred
to the Purchaser.



 


		12.3	The Parties shall execute such actions needed to fulfil the purpose of this Agreement.



 


		13.	Warranties



 


		13.1	The Warranties are – unless explicitly stated otherwise – given in relation to each
of the Group Companies.



 


		13.2	No Warranty and no statement made by the Sellers under this Agreement or in any document to be
executed or delivered in connection with this Agreement contains, or will contain at the time delivered, any untrue statement of
a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was made,
to make the statements herein or therein not misleading.



 


		13.3	The Warranties are given for the
                                                              purpose of risk allocation and are not subject to facts about the
                                                              Group available to the Purchaser, except for the actual knowledge,
                                                              i.e. a clear understanding that a certain fact would have a certain
                                                              effect, as of the Signing Date of any of the following employees
                                                              or officers of the Purchaser or Black Diamond, Peter Metcalf, Scot
                                                              Carlson or Mike Schulz and also the facts that are clearly disclosed
                                                              in all material details in (i) this Agreement, (ii) the disclosure
                                                              schedule (“Disclosure Schedule”) in Appendix
                                                              13.3, (iii) the Legal Due Diligence Report made by Advokatfirman
                                                              Lindahl dated May 29, 2012, (iv) and the Tax and Financial Due Diligence
                                                              Report made by KPMG AB dated 25 May 2012, reports which have been
                                                              delivered to the Sellers’ counsel DLA Nordic for review by the representatives
                                                              of the Sellers as provided in the release letters of Advokatfirman
                                                              Lindahl and KPMG (the items (i)-(iv) jointly the “Disclosed Information“)
                                                              and provided that such disclosure of facts has been made in a way
                                                              that has enabled the Purchaser to directly, without the need of
                                                              further analysis, review, inference, deduction or similar intellectual
                                                              processing, determine that there is a breach of the Warranties.
                                                              If there are facts in two or more separate pieces of information
                                                              in the Disclosed Information that seen together should have enabled
                                                              the Purchaser to determine that there is a breach of the Warranties,
                                                              then such facts shall not be considered as disclosed for the purposes
                                                              of this section 13.3 and shall hence not limit the Sellers’ liability
                                                              for damages and losses and shall not limit the Purchaser’s ability
                                                              to make a claim.



 






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		14.	Warranties of the Management Sellers



 


		14.1	The Management Sellers hereby warrant to the Purchaser that the Warranties below in this section
14 are true, accurate and not misleading (except as otherwise stated in the Disclosed Information) as of
the Signing Date and the Completion Date.



 





		14.2	Incorporation and authority



 


		14.2.1	The Group Companies are duly incorporated and validly existing
under their respective laws of incorporation. 



 


		14.2.2	Each Group Company has all requisite corporate power and authority
and authorizations to own, operate and use their respective assets and to carry on their respective Business as now being conducted
and as projected to be conducted and is appropriately and currently licensed to conduct business in the jurisdictions in which
it operates or where the nature of its Business or the ownership, leasing or operation of its assets and properties renders such
license necessary. 



 


		14.2.3	Each Group Company is in good standing (as this concept most closely
would be understood in the relevant jurisdiction) and validly operated in each of its jurisdiction.



 


		14.2.4	Each of the Sellers that are legal entities warrants that such
Seller is duly incorporated and validly existing under such Seller’s respective laws of incorporation.



 


		14.2.5	Each of the Sellers warrants with respect to their respective
sales of Shares that such Seller has all power and authority to enter into and to perform their obligations under this Agreement
and the transactions contemplated hereby. Each of the Sellers warrants with respect to their respective sales of Shares that this
Agreement, when executed, will constitute binding obligations of such Seller in accordance with its terms.



 


		14.2.6	The execution and delivery of this Agreement and all other documents
or instruments delivered in connection herewith, the consummation of the transactions provided for herein and therein and the fulfilment
of the terms hereof and thereof will not conflict with, violate or result in a breach of any judgment decree or order of any court
or governmental body, or law or the articles of associations applicable to the Group Companies or (as applicable) to the Sellers
(each of the Sellers warrants this section 14.2.6 in relation to such Seller itself). 



 






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		14.2.7	No Group Company holds any shares, participations, securities
or similar interests or is engaged in joint ventures, other than the Company’s ownership in the Subsidiaries. 



 


		14.2.8	There is no power of authority or similar issued relating to the
Group Companies except as set out in Appendix 14.2.8.



 


		14.3	The Shares



 


		14.3.1	Each of the Sellers warrants with respect to its respective sales
of Shares that such Seller owns and has good and marketable title to its Shares, which are fully paid, and will at the Completion
be free from all Encumbrances, and free from any claims by third parties as to title or to other rights.



 


		14.3.2	Each of the Sellers warrants with respect to their respective
sales of Shares that such Seller has the right to exercise all voting and other rights over its Shares.



 


		14.3.3	There is no agreement or commitment outstanding which calls for
the allotment, issue or transfer of or affords to any person the right to call for the allotment or issue of, any shares or securities
in the Company.



 


		14.3.4	The
                                                                                                              Issued Shares comprise
                                                                                                              issued share capital
                                                                                                              of the Company as
                                                                                                              set out in Appendix
                                                                                                              1.1 and are
                                                                                                              fully paid and registered
                                                                                                              in the name of the
                                                                                                              respective Sellers
                                                                                                              and Excluded Sellers
                                                                                                              as set out in Appendix
                                                                                                              1.1.



 


		14.4	The Subsidiaries Shares



 


		14.4.1	The Company owns and has good and marketable title to the totality
of the Subsidiaries Shares, which are fully paid, free from all Encumbrances, and free from any claims by third parties as to title
or to other rights. This Warranty is given as of the Completion only. 



 


The
Company has the right to exercise all voting and other rights over the Subsidiaries Shares. This Warranty is given as of the Completion
only.


 


		14.4.2	There is no agreement or commitment outstanding which calls for
the allotment, issue or transfer of or affords to any person the right to call for the allotment or issue of, any shares or securities
of the Subsidiaries.



 


		14.4.3	The Subsidiaries Shares and the Foreign Subsidiary Shares comprise
the whole of the issued share capital of the respective Subsidiary and are registered in the name of the Company. This Warranty
is given as of the Completion only.



 


		14.5	Corporate Documents



 


		14.5.1	The articles of association of the Group Companies conform to
Appendix 14.5.1 and the registration certificates or equivalent of the Group Companies contained in the same appendix reflect the current corporate data, including capitalization (number of issued shares and share capital) and no decision to change any of them has been taken. 



 





		14.5.2	The statutory books of the Group Companies are in their possession
and are up to date and have been properly kept and contain a legally accurate and complete record of the matters dealt with in
those books including that the Group’s minute books contain accurate and complete records of all meetings of, and corporate
action taken by, the shareholders, the boards of directors and all committees from the date of incorporation to the date hereof
and all documents and decisions that is required to be filed or registered under local law has been duly filed or registered.



 






    	22



    	 



    
 


		14.5.3	All accounts, books, ledgers, financial and other records of material
importance to the Group Companies are in their possession and are up to date and are complete, true and correct in all material
respects and have been maintained in accordance with all applicable laws and sound business practices and contain proper records
of all matters required to be entered therein by the relevant legislation, and all filings and registrations have been duly made.




 


		14.6	Insolvency



 


		14.6.1	No Group Company is insolvent or unable to pay its debts as they fall due, or is in default under
any financial facility agreement. No bankruptcy, restructuring, liquidation or similar proceedings relating to any of the Group
Companies are ongoing.



 


		14.7	Accounts



 


		14.7.1	The Accounts are true, complete and accurate and have in all respects been prepared in accordance
with the Accounting Principles in a manner consistent with the three preceding fiscal years, and give in all material respects
a correct view of the financial position of the Group Companies on the Accounts Date (considering all circumstances known at the
Accounts Date and also posterior circumstances).



 


		14.7.2	The Interim Accounts have in all material aspects, to the extent applicable considering its interim
character, been prepared in accordance with the same principles as the Accounts and give in all respects a correct view of the
financial position of the Group Companies on the Interim Accounts Date (considering all circumstances known at the Interim Accounts
Date and also posterior circumstances). Additional and explanatory information has been provided to the Purchaser as included in
Appendix 14.7.2.



 


		14.7.3	Appendix 14.7.3 sets out details of all
                                                                                                              financial facilities, including but not limited to deposit accounts and debt facilities, outstanding or available to the
                                                                                                              Group Companies together with their balances as of the Signing Date. 



 


		14.7.4	The Group has no off-balance sheet liabilities and no other debt,
given guarantees, indemnity or other arrangement to secure an obligation of a third party or contingent liability except (i) those
stated in the Accounts and the Interim Accounts on the Accounts Date and Interim Accounts Date, respectively, or (ii) those accrued
after the Interim Accounts Date, which are customary trade transactions within the ordinary course of business. 



 


		14.7.5	The value of the Group’s inventory has been recorded in accordance with the Accounting Principles.
The Interim Accounts do not attribute a value to work in progress or inventory exceeding the amounts which can be expected to be
realised for such assets in the ordinary course of business.



 


		14.7.6	The Group’s working capital will not materially
adversely deviate from the working capital according to the Interim Accounts except in the ordinary course of the Company’s
operations.



 






    	23



    	 



    
 


		14.7.7	All the Group’s accounts receivables will be realised in the normal course of collection.



 


		14.8	Agreements



 


		14.8.1	Other than as disclosed in Appendix 14.8.1, none of the Group Companies has entered into any contract, which is outside the ordinary course of business.



 


		14.8.2	No agreement or arrangement is in force which in any way restricts the freedom of the Group to
conduct its day to day business in a normal and businesslike manner.



 


		14.8.3	To the best of the Sellers’ Knowledge, no present customers or suppliers of the Group intend
to cease or diminish doing business with the Group Companies.



 


		14.8.4	All material agreements, including but not limited to those listed in Appendix
                                                                14.8.4 (“Material Agreements”), have been entered into on arm’s length basis, are
                                                                consistent with fair market terms, conditions and prices, and are valid and binding obligations of the parties thereto and
                                                                the terms thereof have been complied with in all respects and the complete contents thereof are evident from the wording of
                                                                the agreements.



 


		14.8.5	Except for those contracts set out in section 7.29 no agreement affecting the Group Companies could - as a result of the Transaction - be altered or terminated
by third parties, make a Group Company liable for damages or have any other negative impact on the Group or require the consent
from anybody (change of control and similar provisions do hence not exist in any such agreement).



 


		14.8.6	No notice of termination or of intention to terminate has been received in respect of any Material
Agreements and to the best of the Sellers’ Knowledge no party intends to terminate any agreement.



 


		14.8.7	There are no bonuses and similar arrangements with distributors and others other than as described
in Appendix 14.8.7.



 


		14.8.8	All Material Agreements in force in relation to the Group Companies have been fully and accurately
disclosed in the Data Room and have been entered into on arm’s length basis, are consistent with fair market terms, conditions
and prices, and are valid and binding obligations of the parties thereto and the terms thereof have been complied with in all respects
and the complete contents thereof are evident from the wording of the agreements.



 


		14.8.9	All contractual relationships with the Groups’ distributors are governed by terms substantially
equivalent to the terms included in the written distribution agreements with (i) Summit SRL dated September 7, 2009 and (ii) KAUAI
dated December 18, 2009.



 


		14.8.10	The contractual arrangements with the manufacturers of the Group’s products are entered on
customary terms.



 


		14.9	Employees



 


		14.9.1	The list of the names, positions and short details of the terms of employment (including
                                                                salary and other benefits) of every employee of the Group and the years of continuous service of each employee is set out in Appendix
                                                                14.9.1 is true, complete and correct. There are hence no other past, outstanding or future payments obligations to
                                                                employees or officers besides these.



 






    	24



    	 



    
 


		14.9.2	The pension arrangements set out in Appendix 14.9.2 are the only arrangements under which the Group Companies may become liable to make any payments for pensions
or other retirement benefits for current or former employees.



 





		14.9.3	There are no collective agreements and no employer association agreements affecting the Group Companies.



 


		14.9.4	There is no, and there has never been any, labour conflict affecting the Group and to the best
of the Sellers’ Knowledge there is no such labour conflict threatening.



 


		14.9.5	No liability has been incurred by the Group Companies for breach of any contract of service or
for services or for compensation for wrongful or unfair dismissal or discrimination or for failure to comply with an order for
the reinstatement or re-engagement of any employee or for failure to comply with a tribunal or court order relating to an employee
or former employee, and no labour action is threatened or has occurred.



 


		14.9.6	To the best of the Sellers’ Knowledge, the Group is in full compliance with all applicable
laws, statutes and regulations pertaining to employment matters including occupational safety matters.



 


		14.9.7	No employee (current or former) or officer (current or former) related to the Group Companies has
made, received, asked for or enticed others to make any Sensitive Payment in connection with any contract or otherwise.



 


		14.9.8	No (current or former) employee or officer of the Group Companies will be entitled to any employment
related payments, bonus, specific compensation or other payment as a consequence of the Transaction.



 


		14.9.9	To the best of the Sellers’ Knowledge, the Group’s material suppliers outside Sweden
have in all material respects complied by applicable employment law.



 


		14.9.10	No employee (former or current) of any Group Company has ever complained for discriminatory treatment
or similar.



 


		14.9.11	All of the Group’s current employees and contractors have transferred to the relevant Group
Company, with full title guarantee and without right to compensation, all their rights to any Intellectual Property developed by
such employee or contractor (i) including to the extent permitted under law any moral right and (ii) the right to change, grant
rights, or transfer and license all or part of such Intellectual Property to third parties.



 


		14.9.12	None of the Group’s former employees and contractors has been involved in the development
of any Company IPR and none of them have any rights to any Company IPR or any right to compensation in relation to any Company
IPR.



 


		14.10	Tax Matters



 


		14.10.1	Except as disclosed in Appendix 14.10.1, each of the Group Companies has in due time filed all Tax returns and Tax related documents required to be filed and all these documents have been complete, true and correct in all material respects and have disclosed all relevant circumstances to the Tax authorities.



 





		14.10.2	Except as set out in Appendix 14.10.2, no Group Company has ever been subject to any Tax audit or similar investigation or questioning during the last five 5 years.






 






    	25



    	 



    
 


 


		14.10.3	Except as set out in Appendix 14.10.3, the Group has fully and timely paid all Taxes due for payment, and the Group will not be liable to pay any additional Tax for the period up to the Accounts Date except as provided for in the Accounts.



 





		14.10.4	The Group will not be liable to pay any Taxes for the period between
the Accounts Date and the Completion Date, other than as (i) provided for in the Interim Accounts or (ii) incurred in the ordinary
course of business from the Accounts Date.



 


		14.10.5	To the best of the Sellers’ Knowledge, POC USA has in all
respects complied with applicable US Tax law, regulations and recommendations from the US tax authorities.



 


		14.11	Material Assets 



 


		14.11.1	All assets owned or used by the Group material to its Business
are in satisfactory working order having regard to their age and use, have been regularly and adequately maintained, where such
maintenance is usually required, and are not dangerous, obsolete, inefficient or surplus to requirements and to the best of the
Sellers’ Knowledge there is no threat of material interruption of the Business due to unlawful seizure of assets belonging
to the Group that are in possession of the manufacturers.



 


		14.11.2	The Group has – except if expressly stated otherwise –
full ownership of all the assets mentioned in this Agreement, in the Annual Accounts, in the Interim Accounts and in the Data Room,
and the Group has full ownership – free of Encumbrances – over all assets needed for the conduct of its Business. 



 


		14.11.3	At the Completion the Business’ inventory will meet all
the specifications for such inventories and will consist of usable items which, as to the quality and quantity, are saleable in
the ordinary course of business, except for obsolete materials and materials of below-standard quality, all of which have been
written off or written down on the books and it is reflected in the Interim Accounts. All inventories not written off have been
priced at the lower of cost or realizable market value. The quantities of each type of inventory (whether raw materials, work-in-process,
or finished goods) are not excessive, but are reasonable and warranted according to the normal purchasing and sales patterns of
each Group Company, and are adequate for the purposes of fulfilling each Group Company’s current business and order requirements.
All work in process and finished goods inventory held by the Group is free of any material deficiency. 



 


		14.12	Product Liability



 


		14.12.1	Except
                                                                                                              as set forth in
                                                                                                              Appendix 14.12.1,
                                                                                                              there are not presently
                                                                                                              pending, or, to
                                                                                                              the best of the
                                                                                                              Sellers’ Knowledge,
                                                                                                              threatened, any
                                                                                                              civil, criminal
                                                                                                              or administrative
                                                                                                              actions, suits,
                                                                                                              demands, claims,
                                                                                                              hearings, notices
                                                                                                              of violation, investigations,
                                                                                                              proceedings or demand
                                                                                                              letters relating
                                                                                                              to any alleged hazard
                                                                                                              or alleged defect
                                                                                                              in design, manufacture,
                                                                                                              materials or workmanship,
                                                                                                              including any failure
                                                                                                              to warn or alleged
                                                                                                              breach of express
                                                                                                              or implied warranty
                                                                                                              or representation,
                                                                                                              relating to any
                                                                                                              product manufactured,
                                                                                                              distributed or sold
                                                                                                              by or on behalf
                                                                                                              of the Group. Except
                                                                                                              as may be set forth
                                                                                                              in the Material
                                                                                                              Agreements, neither
                                                                                                              the Company nor
                                                                                                              any Subsidiary has
                                                                                                              extended to any
                                                                                                              of its customers
                                                                                                              any written, non-uniform
                                                                                                              product warranties,
                                                                                                              indemnifications
                                                                                                              or guarantees, other
                                                                                                              than in the ordinary
                                                                                                              course of business.
                                                                                                              True, correct and
                                                                                                              complete copies
                                                                                                              of all material
                                                                                                              correspondence received
                                                                                                              or sent by or on
                                                                                                              behalf of the Company
                                                                                                              or any Subsidiary
                                                                                                              since April 30,
                                                                                                              2010 from or to
                                                                                                              any governmental
                                                                                                              authority with respect
                                                                                                              to a contemplated
                                                                                                              or ongoing actual
                                                                                                              recall, withdrawal,
                                                                                                              or suspension from
                                                                                                              the market of any
                                                                                                              product of the Group
                                                                                                              have previously
                                                                                                              been made available
                                                                                                              to the Purchaser
                                                                                                              in the Data Room.
                                                                                                              Except as set forth
                                                                                                              in Appendix
                                                                                                              14.12.1,
                                                                                                              there are no defects
                                                                                                              in the designs,
                                                                                                              specifications,
                                                                                                              or process with
                                                                                                              respect to any product
                                                                                                              sold or otherwise
                                                                                                              distributed by the
                                                                                                              Company or any of
                                                                                                              the Subsidiaries
                                                                                                              that may rise to
                                                                                                              a material loss.
                                                                                                              Neither the Company
                                                                                                              nor any Subsidiary
                                                                                                              is currently investigating
                                                                                                              or considering a
                                                                                                              recall, withdrawal
                                                                                                              or suspension from
                                                                                                              the market of any
                                                                                                              product of the Group.



 









    	26



    	 



    
  


		14.13	Insurance



 


		14.13.1	Appendix 14.13.1sets out a summary of the insurance policies maintained by the Group Companies (the “Insurances”), the premiums for all of which are duly paid and in full force.



 





		14.13.2	The Insurances give, and have for the past five years given, adequate
cover against such liability which the conduct of the Business causes.



 


		14.13.3	The assets of the Group are adequately insured against fire and
other damage.



 


		14.13.4	No material Insurance claims have been made during the last five
(5) years. 



 


		14.14	Intellectual Property 



 


		14.14.1	All Company IPR are solely and absolutely owned by the Group and
are in all material respects properly documented. 



 


		14.14.2	The Intellectual Property used in the Group but not owned by the
Group is used under valid licences and otherwise under customary terms and the use has in all respects complied with those licenses
and other third party rights.



 


		14.14.3	No other Intellectual Property than the Company IPR is required
for the conduct of the Business or the Group’s projected business.



 


		14.14.4	The Company IPR are not subject to any Encumbrance other than
otherwise disclosed in this Agreement.



 


		14.14.5	The Group has not granted any license or other limited right to
the Company IPR with the exception of the collaboration with Peak Performance as described in Appendix 14.14.5.



 



		14.14.6	No act has been done or has been omitted to be done to entitle
any authority or person to cancel, forfeit or modify any of the Company IPR.



 


		14.14.7	None of the Group Companies are subject to any undertaking, court
order or order of any other authority of competent jurisdiction not to use or restricting the use of any of the Company IPR.



 


		14.14.8	To
                                                                                                               the best of the
                                                                                                               Sellers’
                                                                                                               Knowledge, with
                                                                                                               the exception as
                                                                                                               set forth in Appendix
                                                                                                               14.14.8.A
                                                                                                               the Group does
                                                                                                               not infringe and
                                                                                                               has never infringed,
                                                                                                               any Intellectual
                                                                                                               Property or proprietary
                                                                                                               information or
                                                                                                               trade secrets of
                                                                                                               any other person
                                                                                                               and to the best
                                                                                                               of the Sellers’
                                                                                                               Knowledge with
                                                                                                               the exception as
                                                                                                               set forth in Appendix
                                                                                                               14.14.8.B
                                                                                                               no person has ever
                                                                                                               infringed the Company
                                                                                                               IPR or the Know-How
                                                                                                               or the Group’s
                                                                                                               proprietary information
                                                                                                               or trade secrets.



 






    	27



    	 



    
 


		14.14.9	All fees for the grant or renewal of the Company IPR have been
paid promptly and no circumstances exist – except as otherwise disclosed in this Agreement - which might lead to the cancellation,
forfeiture and modification of any of the Company IPR.



 


		14.14.10	Except as set out in Appendix 14.14.10, no Group Company has entered into any confidentiality agreement relating to the Business or is subject to any duty which restricts the free use or disclosure of any information used in the Business. No Group Company has ever breached any such agreement or duty.



 





		14.15	IT Systems 



 


		14.15.1	All the IT Systems are solely and absolutely owned by the Group
free from any Encumbrance or used by it under a license or lease that is valid and enforceable.



 


		14.15.2	The conditions of use for hardware or software not owned by the
Group are on normal commercial terms.



 


		14.15.3	The IT Systems are covered by warranty, support, maintenance and
backup, disaster recovery and security arrangements (including sufficient protection against cyber attacks) which are adequate
and entered into on normal commercial terms.



 


		14.15.4	All IT Systems function efficiently in accordance with all applicable
specifications and without any material defects.



 


		14.16	Data Protection



 


		14.16.1	The Group and any authorised third parties engaged by it have,
at all times complied in full with the applicable data protection law.



 


		14.17	Real Property and Leases



 


		14.17.1	No Group Company owns, or has owned, any real property, and no
Group Company has entered into any agreement to purchase any real property. 



 


		14.17.2	There are no other leases to which the Group is a party other
than the leases set out in Appendix 14.17.2 (the “Lease Agreements”).



 





		14.17.3	Each Lease Agreement is valid, binding and enforceable according
to its terms and is duly registered where such is required under applicable laws.



 


		14.17.4	There is to the best of the Sellers’ Knowledge no breach
and no non-observance of any term or condition in any of the Lease Agreements. 



 


		14.17.5	No Lease Agreement’s lease fee or cost will be increased
as a result of the transactions under this Agreement. 



 


		14.17.6	All improvements located on the real property leased by the Group
are used, maintained and operated in the ordinary course of business and are structurally sound with no known material structural
defects, ordinary wear and tear excepted. Neither the Company nor any Subsidiary has experienced any material interruption in the
material plumbing and electrical systems at such leased real property within the last year. To the best of the Sellers’ Knowledge,
no landlord under the Lease Agreements has any plans to make any material alterations to any of such leased real property, the
construction of which would interfere in any material respect with the use of any material portion of such leased real property.
To the best of the Sellers’ Knowledge, no landlord under the Lease Agreements has any plans to make any material alterations
to any of the buildings located on any such leased real property, the costs of which alterations would be borne in any part by
the Group.



 






    	28



    	 



    
 


		14.18	Environmental



 


		14.18.1	Each Group Company has always carried on its Business in compliance
with all applicable environmental laws and no investigations or studies have been made by authorities on the Group in relation
to environmental matters.



 


		14.18.2	No environmental permits are needed for the Business. 



 


		14.18.3	The Group has never handled any hazardous materials in violation
of environmental laws and has never carried on any activities that have caused contamination on nature, land, air or water or which
may cause danger or health risks for humans or animals.



 


		14.19	Legal Compliance



 


		14.19.1	The Group has all necessary licences and permits to carry on its
Business as presently conducted and there is no breach against such permits etc. which are in full force and effect and to the
best of the Sellers’ Knowledge no material permits etc. will not be renewed in the ordinary course of business or will be
revoked, terminated, suspended or impaired nor do they know of any circumstances that would or may result in the same.



 


		14.19.2	To the best of the Sellers’ Knowledge, the Group has conducted
its Business in compliance with all applicable laws and regulations. There is no order, decree or judgement of any court or governmental
entity which is outstanding against the Group. 



 


		14.19.3	To the best of the Sellers’ Knowledge, the Group is not
party to any agreement or any activity which is in contravention of any applicable competition law. 



 


		14.19.4	Each Group Company and each employee, officer, agent and other
person and entity who has been engaged by a Group Company, has always complied with all applicable laws and regulations relating
to Sensitive Payments. 



 


		14.20	Litigation



 


		14.20.1	Except as disclosed in Appendix 14.20.1, none of the Group Companies is a party in any proceedings anywhere in the world and to the best of the Sellers’ Knowledge there exist no claims, facts or circumstances which might result in any litigation, arbitration or administrative proceedings and no investigation, audit or inquiry is ongoing in relation to the Group Companies.



 





		14.21	Changes since the Accounts Date



 


		14.21.1	From the Accounts Date and until the Signing Date, the Group:



 


		a)	except as set out in Appendix 14.21.1, has not incurred any loans, guarantees, indemnities, mortgages, charges or debentures or other liabilities (absolute, accrued, contingent or otherwise) outside ordinary course of business or with an aggregate value exceeding SEK 1,000,000;



 






    	29



    	 



    
 


		b)	has not declared any dividend or made any value transfer, or disposed of any asset material for
the Business;



 


		c)	has not lost any customer or source of supply (which
in either case accounted for 5 percent or more of the annual turnover of a Group Company or of the Group (in respect of a customer)
or of the goods or services supplied to a Group Company or of the Group (in case of a supplier).



 


		14.22	Information



 


		14.22.1	The Data Room has been compiled in good faith and gives in all
respects a true and complete picture of all material facts of the Group and its Business, and no Data Room document is misleading
or contains any untrue statement of fact. 



 


		14.22.2	To the best of the Sellers’
Knowledge, none of the information supplied in writing for inclusion in the Registration Statement contains any untrue statement
of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they are made.



 


		14.23	Relations towards the Sellers



 


		14.23.1	On the Completion Date, each of the Sellers warrants – each
in relation to himself – that neither such Seller nor any affiliate of such Seller or any ex-shareholder of any Group Company
related to such Seller will have any financial or other claim on the Group of any kind, or contractual relation or rights on the
Group, whether as a result of the Transaction or otherwise, except for obligations to pay salaries and benefits under the employment
agreements which have been disclosed in the Data Room and such payment obligations are specified in Appendix 14.23.1.



 


		14.23.2	The Sellers warrant that the Sellers and the Excluded Shareholders
do not hold any rights to Company IPR.



 


		14.23.3	The Sellers warrant that no payments of any kind, including but
not limited to management charges, have been made by the Group Companies to the Sellers or to the Excluded Shareholders, save for
payments under agreements or arrangements made on an arm’s length basis.



 


		14.24	Miscellaneous



 


		14.24.1	No broker, finder, investment banker, advisor or other third party
is entitled to any fee or other compensation from the Group in connection with or as a result of the Transaction. 



 


		15.	WARRANTIES OF the minority SELLERS



 


		15.1	Each of the Minority Sellers hereby warrants to the Purchaser that the Warranties in sections
                                                              14.2.4 and 14.2.5 (Authority), 14.3 (The Shares) and 14.23.1 (Relations towards the Sellers) -
with respect to their respective sales of Shares - are true, accurate and not misleading as of the Signing Date and the
Completion Date.



 


		16.	WARRANTIES OF the principal SELLERS



 


		16.1	Each of the Principal Sellers hereby warrants to the Purchaser that the Warranties in sections
14.2 (Incorporation and authority), 14.3 (The Shares), 14.4 (The Subsidiaries Shares), 14.7 (Accounts), 14.10
(Tax Matters), 14.14 (Intellectual Property), 14.20 (Litigation), 14.23.1 (Relations towards the Sellers) and 14.24.1 (Miscellaneous)
- with respect to their respective sales of Shares - are true, accurate and not misleading as of the Signing Date and the Completion
Date.



 






    	30



    	 



    
 


		17.	Warranties of the Purchaser and black diamond



 


		17.1	The Purchaser hereby warrants to the Sellers that the warranties below in sections 17.3, 17.4 and 17.5 are true, accurate and not misleading as of the Signing Date and the Completion
Date.



 





		17.2	Black Diamond hereby warrants to the Sellers that the warranties below in section 17.6 are
                                                              true, accurate and not misleading as of the Signing Date and the Completion Date.



 





		17.3	The Purchaser is duly incorporated and validly existing under the laws of Sweden.



 


		17.4	The Purchaser has on Completion all power and authority to enter into and to perform its obligations
under this Agreement and the transactions contemplated hereby. This Agreement will constitute binding obligations of the Purchaser
in accordance with its terms.



 


		17.5	The execution and delivery of this Agreement and all other documents or instruments delivered in
connection herewith, the consummation of the transactions provided for herein and therein and the fulfilment of the terms hereof
and thereof will not conflict with, violate or result in a breach of any judgment decree or order of any court or governmental
body, or law or the articles of associations applicable to the Purchaser.



 


		17.6	Black Diamond’s authorized capital stock consists solely of (i) 100,000,000 shares of common
stock, of which 30,685,984 shares are issued and outstanding as of May 2, 2012, and (ii) 5,000,000 shares of preferred stock, none
of which have been issued or are reserved for issuance. Except as set forth in the “Black Diamond SEC Documents”
(i.e. the forms, reports, schedules, registration statements, and documents filed by Black Diamond prior to the Signing Date),
or issued or reserved for issuance under Black Diamond’s Stock incentive plans, there are no other securities issued and
outstanding for capital stock or equity interest of Black Diamond. All of the issued and outstanding shares of Black Diamond’s
common stock are duly authorized, validly issued, fully paid and non-assessable.



 


		18.	INDEMNIFICATION for breach of covenants etc.



 


		18.1	Each of the Sellers shall indemnify the Purchaser for any loss,
damages or costs (including for the avoidance of doubt, where applicable, losses etc. which originate from a breach or event which
has occurred before the Completion, but which loss/impact appears or is discovered after the Completion) (including costs suffered
or incurred to obtain compensation for such loss etc.) suffered or incurred by the Purchaser Indemnified Parties or any of any
the Group Companies due to the Sellers’ (i) breach of their respective covenants and undertakings under this Agreement (ii)
breach of any of the ancillary agreements or documents to this Agreement (if applicable to the respective Seller) or (iii) actions
and/or instructions from the respective Seller implying a breach of the pre-completion covenants in section 7.



 






    	31



    	 



    
 


		18.2	The Sellers' liability under this section 18 shall (unless otherwise stated in the Agreement) be several but not joint.



 


		19.	indemnification for breach of warranties



 


		19.1	Liability



 


		19.1.1	The Sellers shall indemnify the Purchaser Indemnified Parties
for any Loss (including costs suffered or incurred to obtain compensation for such loss etc.) suffered or incurred by any of the
Purchaser Indemnified Parties or any of the Group Companies due to a breach of their respective Warranties as set out in this section
19.



 


		19.1.2	For the avoidance of doubt, the Management Sellers shall in
                                                                                                              no event be liable for the Minority Sellers’ Warranties given in section 15 or for the Principal Sellers’ Warranties
                                                                                                              given in section 16. 



 





		19.1.3	For the avoidance of doubt, the Principal Sellers shall in no
event be liable for the Minority Sellers’ Warranties given in section 15 or for the Management Sellers’ Warranties given in section 14.



 





		19.1.4	For the avoidance of doubt, the Minority Sellers shall in no event
be liable for the Principal Sellers’ Warranties given in section 16 or for the Management Sellers’ Warranties given in section 14.



 





		19.2	Maximum Liability



 


		19.2.1	Each of the Management Sellers’ liability to compensate
for any breach of Warranty shall be several (but not joint) and not exceed an amount equivalent to such Management Seller's share
of the value - from time to time - of the Purchaser Payment Shares. 



 


		19.2.2	Each of the Principal Sellers’ liability to compensate for
any breach of Warranty shall be several (but not joint) and not exceed an amount equivalent to such Principal Seller's share of
the value - from time to time - of the Purchaser Payment Shares.



 


		19.2.3	Each of the Minority Sellers’ liability to compensate for
any breach of Warranty shall be several (but not joint) and not exceed an amount equivalent to 100 percent of such Minority Seller's
share of the Purchase Price.



 


		19.3	Time Limitation



 


		19.3.1	In case the Purchaser becomes aware of any matter or circumstance
that may give rise to a Claim the Purchaser shall as soon as reasonably practicable, but in no event later than 90 Business Days
thereafter, give notice thereof to the Sellers’ Representative. The notice shall be accompanied by reasonable particulars
of the Claim specifying the nature of the breach. If the Purchaser fails to give timely notice in connection with any Third Party
Claim (as defined below) such failure shall not constitute a defence (in part or in whole) to any Claim for Loss by the Sellers
except and only to the extent that such failure shall result in any prejudice to the Sellers. Notwithstanding the foregoing, but
subject to section 13.3, the Purchaser shall have no obligation hereunder to give notice for any Claims relating to any Losses
arising from any matter described on any appendix to this Agreement.



 






    	32



    	 



    
 





		19.3.2	The
                                                                                                              Sellers shall have
                                                                                                              no liability for
                                                                                                              Claims after 30
                                                                                                              April 2014, except
                                                                                                              in case of a breach
                                                                                                              of the Warranties
                                                                                                              set out in section
                                                                                                              14.10 (Tax Matters)
                                                                                                              which time is extended
                                                                                                              to 6 months
                                                                                                              from the date when
                                                                                                              the Tax in question
                                                                                                              has been subject
                                                                                                              to a final and non-appealable
                                                                                                              decision by the
                                                                                                              relevant tax authority
                                                                                                              or court.



 





		19.4	Limitations 



 


		19.4.1	The
                                                                                                              limitations contained
                                                                                                              in sections 19.2.1,
                                                                                                              19.2.1, 19.2.3,
                                                                                                              19.3.1, 19.3.2 or
                                                                                                              19.4.2 shall not
                                                                                                              apply to any Claim
                                                                                                              pertaining to section
                                                                                                              14.2 (Incorporation
                                                                                                              and authority),
                                                                                                              section 14.3 (The
                                                                                                              Shares),section
                                                                                                              14.4 (The Subsidiaries
                                                                                                              Shares), section
                                                                                                              14.23 (Relations
                                                                                                              towards the Sellers)
                                                                                                              or section 14.24
                                                                                                              (Miscellaneous).



 


		19.4.2	The
                                                                                                              Sellers shall not
                                                                                                              have any liability
                                                                                                              for an individual
                                                                                                              Loss hereunder unless
                                                                                                              the aggregate amount
                                                                                                              of all Losses amounts
                                                                                                              to at least SEK
                                                                                                              1,500,000, but if
                                                                                                              such Losses exceed
                                                                                                              said amount the
                                                                                                              Purchaser shall
                                                                                                              be entitled to claim
                                                                                                              the entire amount
                                                                                                              from the first krona
                                                                                                              (Sw.
                                                                                                              från första
                                                                                                              kronan).
                                                                                                              



 


		19.5	Third Party Claims



 


		19.5.1	If the Purchaser becomes aware of any claims, actions or demands
against any of the Purchaser Indemnified parties or the Group Companies by any third party which will lead to a Claim (hereinafter
“Third Party Claim”), the Purchaser shall procure that written notice thereof is given to the Sellers as soon
as reasonably practicable, but in no event later than 60 Business Days of when the Purchaser Indemnified Parties or a Group Company
became aware of the Third Party Claim. 



 


		19.5.2	In connection with a Third Party Claim the Purchaser shall:



 


		19.5.2.1	take such action and give such information to the Sellers
as the Sellers may reasonably request for the purpose of evaluating the Third Party Claim; and



 


		19.5.2.2	not make any admission of liability, agreement or compromise
with any person, body or authority without the prior consultation of the Sellers.



 


		20.	SPECIFIC Indemnities



 


		20.1	The Sellers particularly agree to hold the Purchaser, the Company and/or the relevant Subsidiary
harmless and fully indemnified against any costs, fines, fees, penalties, losses or damages arising directly or indirectly out
of or relating to the following:



 


		20.2	Any infringement claims and/or unfair competition claims, or any such alleged claims, against the
Company and/or the Subsidiaries made by Peek & Cloppenburg KG, due to the Company’s or the Subsidiaries’ use of
the Company’s device trademark referred to in section 7.28.



 


		20.3	Incorrect Tax treatment of the Company’s shareholder loan to POC Austria or part thereof
(including but not liability for stamp duty, capital tax and/or loss of deductibility on interest), whether or not due to the fact
that POC Austria had negative equity at the time of funding, and whether or not the loan is deemed to constitute so-called hidden
equity;



 






    	33



    	 



    
 


		20.4	Additional social security contributions, wage taxes and/or other similar Taxes being imposed on
POC Austria due to reclassification of POC Austria’s payments to Schlick KG as salary for Mr. Schlick.



 


		20.5	POC Austria’s showroom in Munich, Germany, being classified as a permanent establishment
of POC Austria in Germany.



 


		20.6	VAT returns for Austria having been filed on the basis of the financial year of POC Austria as
the filing period (instead of on a calendar year basis).



 


		20.7	POC Sweden considered being in breach of the loan arrangement with ALMI Företagspartner Stockholm
AB Data Room Index. No. 34. A. 1.11.



 


		20.8	The on-going patent dispute (concerning the European Patent EP 1 838 399) with Dainese S.p.A. excluding
expenses up to EUR 18,000 to settle the dispute.



 


		20.9	Any of the counterparties in Appendix
                                                              7.29 exercising any rights to terminate, amend, demand repayment
                                                              or claim damages etc. under the agreements listed in Appendix
                                                              7.29.



 





		20.10	Any financial or other claim of any kind – except for payments under employments –,
from the Excluded Shareholders, their affiliated Persons, against the Group for guarantees, indemnities or other obligations including
contractual relation or other rights, whether as a result of the Transaction or otherwise.



 


		21.	Right of Set-Off



 


		21.1	In addition to any other rights the Purchaser may have, should the Sellers be liable towards the
Purchaser under this Agreement, the Purchaser is entitled during the restricted period under the Lock-Up Agreement and subject
to the limitations in section 19 to the applicable extent, to set-off and deduct such amounts (the “Right of Set-off”)
by reducing and cancelling each of the Sellers’ (holding such Purchaser Payment Shares) proportional share of the Purchaser
Payment Shares with an aggregate value equal of any claim of the Purchaser under this Agreement.



 


		21.2	Upon a reduction and cancellation of Purchaser Payment Shares in connection with the exercise of
the Right of Set-off, each of the Sellers holding such Purchaser Payment Shares agrees to irrevocably authorize the Purchaser to
immediately return to the Purchaser the certificates representing such Purchaser Payment Shares and the Purchaser will deliver
revised stock certificates in substitution thereof reflecting the reduction to the Purchaser Payment Shares, subject to the pledge
described in section 6. In all other respects the substituted stock certificates shall be identical to the previously outstanding
stock certificates and shall carry the same rights that were carried by the previously outstanding stock certificates. Each of
the Sellers (holding such Purchaser Payment Shares) hereby appoints the Purchaser as its respective attorney-in-fact to take such
action as is reasonably necessary to cause the cancellation and the substitution of the certificates representing the Purchaser
Payment Shares. Such power of attorney is coupled with an interest and is irrevocable.



 


		21.3	When exercising the Right of Set-Off the value of each Purchaser Payment Share shall be the
                                                              value such Purchaser Payment Share has on the date the claim has been finally determined, or, if the claim has not been
                                                              challenged by the Sellers within 60 calendar days, on the date the Purchaser made the claim. In case however of any claim
                                                              under section 11.4 then when exercising the Right of Set-Off the value of each Purchaser Payment Share shall be the Share
Purchase Price.



 






    	34



    	 



    
 


		21.4	The Purchaser’s rights under this section 21 stand alone notwithstanding any other provision in this Agreement.



 


		22.	Non-Solicitation and Non-Competition



 


		22.1	For the purpose of assuring to the Purchaser the full benefit of the Group and in consideration
of the Purchaser agreeing to buy the Shares on the terms of this Agreement, the following individuals and entities (“Manager
Undertaking Persons”), Stefan Ytterborn, Fred Wikström, Jan Woxing, Gastroform AB and Fredstone AB, undertake that
they shall not for a period of 2 years from the Completion Date, whether directly or indirectly, whether solely or jointly with
others, whether as principal, agent, director, officer, shareholder, debenture holder, partner, employee, consultant or otherwise:



 


		a)	engage in a business which directly or indirectly competes with the Group’s business activities
within and related to (i) body armour, (ii) helmets and (iii) goggles (“Competition”); or



 


		b)	solicit or entice away from the Group Companies (“Solicitation”) any (i) employee
of the Group Companies employed at the date of the Completion; or (ii) any supplier, partner or distributor to the Group Companies.



 


		22.2	The following individuals and entities (“Non-Manager Undertaking Persons”),
Farstorp Invest AB, Bo Håkansson, Norge Investment Holding, LLC, Björn Erik Borgen, Gastroform AB, Stefan Ytterborn,
Theodor Dalensson, BWG Holding S.a.r.l. and William Gunnarsson , shall for a period of two (2) years from the Completion Date be
prevented from directly or indirectly engaging in Competition or Solicitation (“Competing Activities”) if and
to the extent, the Non-Manager Undertaking Person’s direct and indirect ownership interests in the business engaging in Competing
Activities – together with the aggregate direct and indirect ownership interests of all other Non-Manager Undertaking Persons
and Manager Undertaking Persons:



 


		a)	comprise at least 10 percent of the total shares and/or votes in the Competing Business; and



 


		b)	comprise an aggregate capital investment in the Competing Business with the value of at least USD
5,000,000.



 


		22.3	In case of breach of section 22.1 or section 22.2 (however if in case of section 22.2 a Non-Manager Undertaking Person is in breach of
section 22.2 without taking any action e.g. in case of a reduction of the share capital which results in that such
Non-Manager Undertaking Person which before the reduction had less than 10 percent of the total shares, after the reduction
has more than 10 percent, then such Non-Manager Undertaking Person shall have 15 Business Days to rectify its situation so
that such Non-Manager Undertaking Person no longer is in breach of section 22.2 and only if after this period such
Non-Manager Undertaking Person continues to be in breach of section 22.2 shall the following penalty apply), the breaching
party shall pay to the Purchaser a compensation of 10 MSEK for each breach unless the Purchaser can document that its actual
loss exceeds such amount, in which case the breaching party shall also pay such excess to the Purchaser. The foregoing shall
not in any manner limit the Purchaser’s or the Group Companies’ rights to take additional actions as a result of
the breach including without limitation equitable relief such as an injunction or specific performance.



 






    	35



    	 



    
 


		23.	Costs and expenses



 


		23.1	Except as expressly otherwise provided herein, the Sellers and the Purchaser respectively, shall
bear their own costs and expenses incurred in connection with this Agreement including their respective Transaction Costs, whether
or not consummated, including, without limitation, all fees of its legal advisors, accountants and other advisors. For the avoidance
of doubt, the Sellers only shall bear their costs and expenses for advisors etc. for the Foreign Subsidiary Buy-Out.



 


		24.	specific indemnity on transaction costs



 


		24.1	The Principal Sellers shall severally (but not jointly) indemnify the Purchaser on a SEK-for-SEK
basis for any Transaction Costs borne by the Group other than such Accounted Transaction Costs that have reduced the Purchase Price
as set out in section 5.5.



 


		25.	Confidentiality



 


		25.1	The non disclosure agreement entered into between Black Diamond and POC Sweden on 1 September 2011
is terminated as of Completion.



 


		25.2	The Sellers undertake not to use or disclose any Confidential Information about the Group Companies,
the Purchaser or Black Diamond and each Party undertakes not to disclose this Agreement (or parts thereof) unless required to do
so by any stock exchange contract or similar, or mandatory law or by order from a public authority, or for the purpose of any judicial
or arbitral proceedings between the Parties or the information has come into the public domain through no fault of any of the Parties.



 


		25.3	The restrictions contained in this section 25 shall apply for an indefinite period of time and cannot be terminated by the Sellers.



 





		26.	Announcements



 


		26.1	The Parties agree that a joint press release shall be prepared and issued on a date to be agreed.
Black Diamond and the Management Sellers shall mutually determine the date and the form of any other announcement of the Purchaser’s
acquisition of the Shares except as may be required by law or stock exchange recommendations or regulations to which a Party is
subject, in which case such Party undertakes to inform the other Party in advance in writing.



 


		27.	Entire Agreement



 


		27.1	This Agreement contains the entire agreement between the Parties in connection with the Transaction
and supersedes any previous written or oral agreement between the Parties in relation to the subject matters dealt with in this
Agreement.



 






    	36



    	 



    
 


		27.2	The Heads of Agreement dated 12 March 2012 between the Company, Black Diamond, Farstorp Invest
AB, Norge Investment Holding, LLC, Gastroform AB, Theodor Dalensson and BWG Holding S.a.r.l. is hereby terminated.



 


		28.	Assignment



 


		28.1	This Agreement and its rights and obligations shall not be assignable by a Party without the prior
written consent of the other Parties.



 


		28.2	The Purchaser shall, however, have the right to freely transfer all (or part) of its rights and
obligations under the Agreement, to any entity within its group.



 


		29.	Notices



 


		29.1	All notices, consents and other communications required or permitted under this Agreement shall
be made in writing and addressed and delivered by hand, by registered mail or by telefax to the addresses set forth below or to
such other addresses as may be given by written notice in accordance with this section 29 (and also, for information purposes, a copy by email when email is specified).



 





		29.2	Messages shall be deemed to have been received:



 


		29.2.1	upon actual delivery, if delivered by hand;



 


		29.2.2	five (5) calendar days after dispatch, if sent by registered mail;



 


		29.2.3	the first Business Day after the day of transmission, if sent
by telefax, in which case a copy shall be sent by registered mail no later than the following day.



 


		29.3	Messages shall be addressed:



 


If to the Sellers to the
Sellers’ Representative


 


with a copy to:


 


Fred Wikström 


Kronovägen 4, 182 73
Stocksund, Sweden 


fred.wikstrom@gmail.com


  


with a copy to:


  


Advokatfirma DLA Nordic KB 


Peter Ihrfelt 


P.O. Box 7315, Kungsgatan
9, SE-103 90 Stockholm, Sweden 


peter.ihrfelt@dlanordic.se


 






    	37



    	 



    
 


If to the Purchaser:


  


Black Diamond, Inc. 


2084 East 3900 South 


Salt Lake City, UT 84124 


Attn: Mr. Peter Metcalf, Chief
Executive Officer and President 


Fax: (801) 278-5544


  


with a copy to:


  


Kane Kessler, P.C. 


1350 Avenue of the Americas,
26th Floor 


New York, New York 10019 


Attn.: Robert L. Lawrence,
Esq. 


 Fax:(212) 245-3009


  


And also with a copy to:


  


Advokatfirman Lindahl KB 


Per Hedman 


P.O. Box 1065, 101 39 Stockholm,
Sweden


 


		30.	Fax +46 8 667 73 80 Sellers’ Representative



 


		30.1	The Sellers hereby undertake and covenant that as long there are any outstanding rights and obligations
towards the Purchaser under the Agreement they shall always have appointed a joint representative (“Sellers’ Representative”),
with full power to receive from the Purchaser and send to the Purchaser any notice on behalf of the Sellers under this Agreement,
as further described in this section 30. The following individual shall currently be the Sellers’ Representative: 

  

Conny Karlsson 

Ulrikagatan
5, 115 23 Stockholm, Sweden 

Conny.karlsson@securera.se



 


		30.2	Notices to or from the Sellers’ Representative shall constitute notice to or from the Sellers.



 


		30.3	The powers given to the Sellers’ Representative in this section 30 shall be deemed to be irrevocable and in any event valid until the tenth anniversary of the Completion
Date. Notwithstanding the foregoing, upon the death or incapacity of the Sellers’ Representative the Sellers shall immediately
appoint a new Sellers’ Representative.



 






    	38



    	 



    
 





		31.	Invalidity



 


		31.1	If any term or provision in this Agreement shall be held to be illegal or unenforceable, in whole
or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form a part
of this Agreement but the enforceability of the remainder of this Agreement shall not be affected, provided that the remaining
terms of the Agreement shall be reasonably adjusted to redress any imbalance caused by such unenforceability.



 


		32.	Waiver



 


		32.1	No waiver by any of the Parties of any of the requirements hereof or of any of its rights hereunder
on any occasion shall be construed as a waiver of such rights on other occasion or of other rights hereunder.



 


		32.2	The Sellers acknowledges and agrees that the Purchaser or the Group would be damaged irreparably
in the event any of the provisions of this Agreement which govern the conduct of the Parties are not performed in accordance with
their specific terms or otherwise are breached. Accordingly, the Purchaser shall be entitled to seek injunctions to prevent breaches
of the provisions of this Agreement which govern the conduct of the Parties and, notwithstanding any other provision hereof, to
enforce specifically this Agreement and said terms and provisions hereof in any action instituted in any court having jurisdiction
over such parties and the matter, in addition to any other remedy to which they may be entitled.



 


		33.	Amendments



 


		33.1	Any modification or amendment of this Agreement shall be made in writing and signed by the Party
against whom enforcement is sought in order to be valid.



 


		34.	Governing law



 


		34.1	This Agreement shall be governed by and construed in accordance with Swedish law.



 


		35.	Disputes



 


		35.1	Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach,
termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration
Institute of the Stockholm Chamber of Commerce (the “SCC Rules”).



 


		35.2	Any Party shall be entitled to initiate arbitral proceedings against two or more other Parties.
Where a Party initiates arbitral proceedings against more than one Party, such proceedings shall be resolved in one arbitration
and be subject to the jurisdiction of one arbitral tribunal appointed in accordance with the SCC Rules.



 


		35.3	The place of arbitration shall be Stockholm. The language to be used in the arbitration proceedings
shall be English.



 


		35.4	The Parties undertake and agree that arbitral proceedings pursuant to this Agreement shall be kept
strictly confidential, and all information disclosed in the course of such proceedings as well as the contents of any decision
or award made shall constitute Confidential Information.



 





 



 






    	39



    	 



    
 


The Parties hereto have executed this Agreement on the day and
year first written above in four original copies, of which the Purchaser, the Management Sellers, the Principal Sellers and the
Minority Sellers have received one each.


 


 


 


EMBER SCANDINAVIA AB


 


 


/s/ Scot Carlson


Scot Carlson


 






    	40



    	 



    
 





As beneficial owner of all the shares in
the Purchaser, which is a Party to this Agreement, we hereby guarantee as for our own debt (Sw.: “såsom för egen
skuld”) all the Purchaser's obligations and liability to the Sellers under this Agreement for the payment of the Purchase
Price.


 


We hereby agree to the warranties of us
given in section 17.6.









 


Black Diamond,
Inc.


 


 


/s/
Scot Carlson








 


 


The SELLERS sign on a separate signature page. 


 






    	41



    	 



    
 


As owner of all the shares in
Farstorp Invest AB (“Entity”), which is a Party to this Agreement, I hereby guarantee as for my own debt
(Sw.: “såsom för egen skuld”) all the Entity’s obligations and liability to indemnify the
Purchaser etc. under section 22 (Non-Solicitation and Non-Competition) of this Agreement and I also agree to be personally
and contractually bound as for my own debt by section 22 (Non-Solicitation and Non-Competition)] of this Agreement.


 


/s/ Bo Håkansson

Bo Håkansson


 


 


As beneficial owner of all the
shares in Norge Investment Holding, LLC (“Entity”), which is a Party to this Agreement, I hereby guarantee
as for my own debt (Sw.: “såsom för egen skuld”) all the Entity’s obligations and liability to
indemnify the Purchaser etc. under section 22 (Non-Solicitation and Non-Competition) of this Agreement and I also agree to be
personally and contractually bound as for my own debt by section 22 (Non-Solicitation and Non-Competition) of this
Agreement.


 


/s/ Björn Erik Borgen

Björn Erik Borgen


 




As owner of all the shares in Gastroform AB (“Entity”), which is a Party to this Agreement, I hereby guarantee
as for my own debt (Sw.: “såsom för egen skuld”) all the Entity’s obligations and liability to indemnify
the Purchaser etc. under section 22 (Non-Solicitation and Non-Competition) of this Agreement and I also agree to be personally
and contractually bound as for my own debt by section 22 (Non-Solicitation and Non-Competition) of this Agreement.


 


 


/s/ Stefan Ytterborn

Stefan Ytterborn


 






    	42



    	 



    
 


As beneficial owner of all the
shares in BWG Holding S.a.r.l (“Entity”), which is a Party to this Agreement, I hereby guarantee as for my
own debt (Sw.: “såsom för egen skuld”) all the Entity’s obligations and liability to indemnify
the Purchaser etc. under section 22 (Non-Solicitation and Non-Competition) of this Agreement and I also agree to be
personally and contractually bound as for my own debt by section 22 (Non-Solicitation and Non-Competition) of this
Agreement.


 


 


/s/ William Gunnarsson

WILLIAM GUNNARSSON


 





Place: Farstorp

Date: 5 June 2012


 


/s/ Bo Håkansson

Bo Håkansson


 


Place: Plainville, MA 02762

Date: 5 June 2012


 


/s/ Susanne Håkansson

Susanne Håkansson


 


Place: Eslöv

Date: 5 June 2012


 


/s/ Tove Håkansson

Tove Håkansson


 


Place: Farstorp

Date: 5 June 2012


 


/s/ Oscar Håkansson

Oscar Håkansson


 






    	43



    	 



    
 


Place: Denver, Colorado

Date: 6 June 2012


 


NORGE INVESTMENT HOLDING, LLC


 


/s/ Bjorn Krogh Borgen

Bjorn Krogh Borgen


 


Place: Denver, Colorado

Date: 6 June 2012


 


/s/ Bjorn Krogh Borgen

Bjorn Krogh Borgen


 


Place:

Date:


 


/s/ Bo Håkansson

Bo Håkansson


 


Place: Stockholm

Date: 7 June 2012


 


/s/ Stefan Ytterborn

Stefan Ytterborn


 


Place: Stockholm

Date: 7 June 2012



GASTROFORM


 


/s/ Stefan Ytterborn

Stefan Ytterborn


 


 






    	44



    	 



    
 


Place: Stockholm

Date: 5 June 2012


 


/s/ Theodor Dalenson

Theodor Dalenson


 


Place: Paris

Date: 7 June 2012


 


/s/ William Gunnarsson

William Gunnarsson


 


Place: Paris

Date: 7 June 2012


 


BWG HOLDING S.A.R.L


 


/s/ William Gunnarsson

William Gunnarsson


 


Place: Oslo

Date: 6 June 2012


 


REBELIJO AS


 


/s/ Reidar Langmo

Reidar Langmo


 


Place: Oslo

Date: 6 June 2012


 


/s/ Reidar Langmo

Reidar Langmo


 


Place: Stockholm

Date: June 4, 2012


 


/s/ Jan Woxing

Jan Woxing


 


Place: Stockholm

Date: June 4, 2012


 


/s/ Fredrik Hallander

Fredrik Hallander


 


Place: Stockholm

Date: June 4, 2012


 


/s/ Erik Lidén

Erik Lidén


 


Place: Stockholm

Date: June 4, 2012


 


/s/ Emilia Borg

Emilia Borg


 


Place: Stockholm

Date: June 4, 2012


 


/s/ Oscar Huss

Oscar Huss


 






    	45



    	 



    
 


Place: Stockholm

Date: June 4, 2012


 


/s/ Anna Beischer

Anna Beischer


 


Place: Stockholm

Date: June 4, 2012


 


/s/ Josefin Löwgren

Josefin Löwgren


 


Place: Stockholm

Date: June 4, 2012


 


/s/ Edvard Jansson

Per Edvard Jansson (under change to Per Edvard von Malmborg)


 


Place: Stockholm

Date: June 4, 2012


 


FREDSTONE AB


 


/s/ Fred Wikström

Fred Wikström


 


Place: Stockholm

Date: June 4, 2012


 


/s/ Fred Wikström

Fred Wikström


 






    	46



    	 



    
 


Place: Stockholm

Date: June 4, 2012


 


/s/ Fred Wikström

Fred Wikström


 


Place: Stockholm

Date: June 5, 2012


 


VINGCAR HOLDING AB


 


/s/ Paul Rönnberg

Paul Rönnberg


 


Place: Stockholm

Date: June 5, 2012


 


VINGCAR HOLDING AB


 


/s/ Sven Berg

Sven Berg


 


Place: Paris

Date: 5 June 2012


 


/s/ Thomas Bjäringer

Thomas Bjäringer


 


Place: Stockholm

Date: 5 June 2012


 


/s/ Lars Söderberg

Lars Söderberg


 






    	47



    	 



    
 


Place: Plainville, Ma 02762

Date: 5 June 2012


 


/s/ Susanne Håkansson

Susanne Håkansson


 


Place: Malmö

Date: 5 June 2012


 


/s/ Oscar Håkansson

Oscar Håkansson


 


Place: Edinburgh

Date: 6 June 2012


 


/s/ Derek Stuart

Derek Stuart


 


Place: Stockholm

Date: June 5, 2012



SECURERA AB


 


/s/ Conny Karlsson

Conny Karlsson


 


Place: Edwards

Date: June 4, 2012



 


/s/ Patrik Järbyn

Patrik Järbyn


 


Place: Stockholm

Date: June 5, 2012



Royal Line AB
 


 


/s/ Se Hyun Chung

Se Hyun Chung


 


Place: Salzburg

Date: June 4, 2012




 


/s/ Hans Schlick

Hans Schlick





 


Place: Salzburg

Date: June 4, 2012




 


/s/ Karin Huttary

Karin Huttary


 


Place: London, England

Date: 8 June 2012

 


	/s/ Jonathan Agnew	/s/ Caspar Agnew
	Jonathan Agnew	Caspar Agnew




Place: London, England

Date: 8 June 2012



/s/ Marie Claire Agnew

Marie Claire Agnew


 






    	48



    	 



    
 


Place: Boston, MA

Date: 5 June 2012



/s/ Ronald Mis

Ronald Mis


 


Place: Gothenburg

Date: June 6, 2012




 


/s/ Sven Sandberg

Sven Sandberg


 


Place: London

Date: June 5, 2012




 


/s/ Roslyn Braun

Roslyn Braun


 


Place: Löddeköping

Date: June 4, 2012




 


/s/ Jan Thorén

Jan Thorén


 


Place: Stockholm

Date: June 6, 2012




 


/s/ Fred Wikström

Jonas Wikström by of attorney to Fred Wikström


 






    	49



    	 



    
 


Place: Stockholm

Date: June 6, 2012




/s/ Fred Wikström

Hanna Wikström by of attorney to Fred Wikström


 


Place: Stockholm

Date: June 6, 2012
 


 


/s/ Fred Wikström

Emil Wikström by of attorney to Fred Wikström


 


Place: Stockholm

Date: June 6, 2012
 


 


/s/ Fred Wikström

Isabelle Wikström by of attorney to Fred Wikström






 


Place: Stockholm

Date: June 6, 2012



/s/ Fred Wikström

Lisen Wikström by of attorney to Fred Wikström


 


Place: Stockholm

Date: June 6, 2012
 


 


/s/ Henrik von Stockenström

Henrik von Stockenström


 






    	50



    	 



    
 


Place: Stockholm

Date: June 5, 2012




 


/s/ Martin Åberg

Martin Åberg


 


Place: Stockholm, Sweden

Date: June 5, 2012




 


/s/ Therese Wenslöw

Therese Wenslöw


 


Place: Küsnacht (Zürich), Switzerland

Date: June 5, 2012
 


 


/s/ Nicole Hausmann

Nicole Hausmann


 






    	51