Exhibit 10.1




 





Dated November 29, 2006


 


 


 


 


 


Rockwood Specialties Group GmbH


 


 


And


 


 


The Persons Identified Herein


 


 


And


 


 


The Other Shareholders


 


 


And


 


 


The Financial Investors


 


 


And


 


 


Financière Ginova


 


 


SHARE PURCHASE AGREEMENT


relating to the sale and purchase
of the shares of Groupe Novasep SAS




 






















 


Table of Contents


	
  1

  	
   

  	
  DEFINITIONS

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Definitions

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.2

  	
   

  	
  Interpretation and
  Rules of Construction

  	
   

  	
  8

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  SALE AND PURCHASE OF
  THE SHARES

  	
   

  	
  8

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  The Shares

  	
   

  	
  8

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.2

  	
   

  	
  Transfer of the ownership
  of the Shares sold respectively by the Sellers to the Purchaser

  	
   

  	
  8

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.3

  	
   

  	
  Rights Attaching to the
  Shares — Dividends

  	
   

  	
  9

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.4

  	
   

  	
  Contribution

  	
   

  	
  9

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  PURCHASE PRICE

  	
   

  	
  10

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Amount

  	
   

  	
  10

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.2

  	
   

  	
  Adjustment of the Closing
  Purchase Price

  	
   

  	
  10

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.3

  	
   

  	
  Payment of the Closing
  Purchase Price and of the Closing Purchase Price Adjustment

  	
   

  	
  13

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.4

  	
   

  	
  Pre-Closing Covenants
  of the Sellers

  	
   

  	
  14

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  CONDITIONS PRECEDENT

  	
   

  	
  15

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Conditions to the
  obligations of the Sellers and of the Purchaser

  	
   

  	
  15

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.2

  	
   

  	
  Conditions to the
  obligations of the Purchaser

  	
   

  	
  15

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.3

  	
   

  	
  Best Efforts concerning
  the Satisfaction of the Conditions Precedent — Notification of Satisfaction

  	
   

  	
  15

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  CLOSING

  	
   

  	
  16

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Date and Place

  	
   

  	
  16

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.2

  	
   

  	
  Sellers’ Closing
  Obligations

  	
   

  	
  16

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.3

  	
   

  	
  Purchaser’s Closing
  Obligations

  	
   

  	
  17

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.4

  	
   

  	
  Effectiveness of the
  Closing Obligations

  	
   

  	
  17

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.5

  	
   

  	
  Right to Terminate

  	
   

  	
  18

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  COVENANTS OF THE PARTIES

  	
   

  	
  18

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Collaboration

  	
   

  	
  18

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.2

  	
   

  	
  Approvals

  	
   

  	
  19

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.3

  	
   

  	
  Conduct of business of
  the Company

  	
   

  	
  20

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.4

  	
   

  	
  Obligations of the
  management of the Company in respect of the Conduct of Business

  	
   

  	
  21

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.5

  	
   

  	
  Remedy for breach of Covenants
  under Article 6.3

  	
   

  	
  22

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.6

  	
   

  	
  Access to information

  	
   

  	
  22

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.7

  	
   

  	
  Relationships with
  Third Parties

  	
   

  	
  23

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.8

  	
   

  	
  Obligations of the
  Parties on or prior to Closing

  	
   

  	
  23

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.9

  	
   

  	
  Non-Compete and non
  solicitation

  	
   

  	
  25

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.10

  	
   

  	
  Environmental
  Actions

  	
   

  	
  26

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.11

  	
   

  	
  Post Closing Covenants
  of Purchaser

  	
   

  	
  28

  	
   

  



 



 2
 









 


	
  7

  	
   

  	
  ACTIONS TO BE PERFORMED
  RELATING TO THE STOCK OPTIONS

  	
   

  	
  29

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  REPRESENTATIONS AND
  WARRANTIES OF THE PARTIES AND INDEMNIFICATION

  	
   

  	
  29

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Representations and
  Warranties of the Sellers

  	
   

  	
  29

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.2

  	
   

  	
  Representations and
  Warranties of the Purchaser

  	
   

  	
  31

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.3

  	
   

  	
  Indemnification

  	
   

  	
  31

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  GENERAL PROVISIONS

  	
   

  	
  31

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Expenses

  	
   

  	
  31

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.2

  	
   

  	
  Represented Managers
  Agent

  	
   

  	
  31

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.3

  	
   

  	
  Notices

  	
   

  	
  32

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.4

  	
   

  	
  Termination

  	
   

  	
  32

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.5

  	
   

  	
  Confidentiality and
  Public Disclosure

  	
   

  	
  33

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.6

  	
   

  	
  Severability

  	
   

  	
  34

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.7

  	
   

  	
  Entire Agreement

  	
   

  	
  34

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.8

  	
   

  	
  Assignment

  	
   

  	
  34

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.9

  	
   

  	
  Amendment

  	
   

  	
  35

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.10

  	
   

  	
  Waiver

  	
   

  	
  35

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.11

  	
   

  	
  No Third Party
  Beneficiaries

  	
   

  	
  35

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.12

  	
   

  	
  Governing Law

  	
   

  	
  35

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.13

  	
   

  	
  Jurisdiction

  	
   

  	
  35

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.14

  	
   

  	
  Language

  	
   

  	
  36

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCHEDULE (1) — POWER OF
  ATTORNEY RSGG

  	
   

  	
  40

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCHEDULE (2) LIST OF
  THE PARTIES REPRESENTED BY ROGER-MARC NICOUD

  	
   

  	
  41

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCHEDULE (3) LIST OF
  THE PARTIES REPRESENTED BY PIERRE HILAIREAU

  	
   

  	
  42

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCHEDULE A SHARES HELD
  BY EACH SELLER

  	
   

  	
  43

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCHEDULE G DATA ROOM
  INDEX

  	
   

  	
  45

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCHEDULE (H) — Q&A
  SHEET

  	
   

  	
  46

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCHEDULE 1.1
  DEFINITIONS

  	
   

  	
  47

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCHEDULE 2.4.2 — FORM
  OF CONTRIBUTION AGREEMENT

  	
   

  	
  56

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCHEDULE 3.2.1(I)(C) —
  DISPUTES

  	
   

  	
  57

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCHEDULE 5.2(III)
  RECEIPT FOR THE CLOSING PURCHASE PRICE

  	
   

  	
  58

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCHEDULE 5.2(III)
  RECEIPT FOR THE CLOSING PURCHASE PRICE

  	
   

  	
  58

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCHEDULE 5.2(IV)(A)
  LIST OF RESIGNING DIRECTORS

  	
   

  	
  59

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCHEDULE 5.2(IV)(B)
  FORM OF LETTER OF RESIGNATION

  	
   

  	
  60

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCHEDULE 6.8.1 —
  DETAILS OF PAYMENTS OBLIGATIONS

  	
   

  	
  62

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCHEDULE 6.8.2 — INTERCOMPANY
  AGREEMENTS TO BE TERMINATED

  	
   

  	
  63

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCHEDULE 6.8.10 —
  CORPORATE SELLER GUARANTEES

  	
   

  	
  64

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCHEDULE 6.9.4 — LIST
  OF THE EXECUTIVE COMMITTEE MEMBERS

  	
   

  	
  65

  	
   

  



 



 3
 









 


	
  

  	
   

  	
  SCHEDULE 8.1.1 SELLERS
  REPRESENTATIONS

  	
   

  	
  66

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCHEDULE 8.2 PURCHASER
  REPRESENTATIONS

  	
   

  	
  72

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCHEDULE 8.3
  INDEMNIFICATION PRINCIPLES

  	
   

  	
  74

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCHEDULE 9.2.1 AGENT
  DUTIES

  	
   

  	
  84

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCHEDULE 1.1.B REFINANCED
  DEBT

  	
   

  	
  85

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCHEDULE 1.1.C LIST OF
  STOCK OPTIONS HOLDERS

  	
   

  	
  86

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCHEDULE 1.1.D SECURITY
  INTERESTS

  	
   

  	
  88

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXHIBIT 8 SELLERS
  DISCLOSURE LETTER

  	
   

  	
  89

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXHIBIT 8 BIS
  DOCUMENTATION SCHEDULE

  	
   

  	
  90

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXHIBIT 1.1 ACQUISITION
  FINANCING DOCUMENTS

  	
   

  	
  91

  	
   

  



 



 4
















SHARE PURCHASE AGREEMENT


BETWEEN THE
UNDERSIGNED:


(1)                                  Rockwood Specialties Group
GmbH, a company organized
under the laws of Germany, with a share capital of € 25,000, which registered
office is Königsberger Strasse 1, D-60487 Frankfurt am Main, Germany, registered
under number HRB 57924, represented by Udo Pinger, duly authorized for the
purpose hereof pursuant to the power of attorney attached to Schedule (1)
(hereinafter referred to as “RSGG” or the “Corporate Seller”),


on
the one hand,


(2)                                  Each of the persons whose
names and details are set out in Schedule (2), represented by Roger-Marc Nicoud, duly
authorized for the purpose hereof pursuant to the powers of attorney attached
to Schedule (2), that constitute a “mandat
d’intérêt commun” for the purpose of Article 1325 of the French
Civil Code, (together hereinafter referred to as the “Represented Managers”
and individually as the “Represented Manager”),


on
the second hand,


(3)                                  Each of the entities whose
names and details are set out in Schedule (3), represented by Pierre Hilaireau, duly
authorized for the purpose hereof pursuant to the powers of attorney attached
to as Schedule (3)


on the third hand,


(4)                                  Pierre Hilaireau, born on December 7, 1954 at Saint Michel Le
Cloucq (France), French national, whose address is 23, chemin des Brigeottes,
54130 Saint Max, France,


on the fourth hand,


(5)                                  Henri Colin, born on May 26, 1950 at Chateaubriant
(France), French national, whose address is 77, rue Sainte Geneviève, 54130
Dommartemont, France, represented by Pierre Hilaireau, duly authorized for the
purpose hereof pursuant to the powers of attorney attached to as Schedule
(3)


((3),
(4) and (5) being together referred to as the “Other Shareholders”)


on the fifth hand,


(The Corporate Seller, the
Managers and the Other Shareholders being hereinafter collectively referred to
as the “Sellers” and individually as a “Seller”)


The Sellers are acting
severally (de façon non-solidaire)
and not jointly under this Agreement, and nothing in this Agreement may be
constructed or interpreted so that the Sellers would act otherwise.



 5
 









(6)                                  Financière Ginova SAS, a French société
par actions simplifiée, with a share capital of € 37,000, which
registered office is located 55 boulevard Pereire, 75017 Paris, incorporated
with the Paris Commercial and Corporate Register under number 492 941 299,
represented by Paul Bekx, duly authorized (referred to as “Financière Ginova”
or the “Purchaser”),


on the sixth hand,


The
Sellers and the Purchaser being hereinafter collectively referred to as the “Parties”
and individually as a “Party”. Other capitalized terms used hereafter
without definition are defined in Schedule 1.1.


AND FOR THE
SOLE PURPOSE OF ARTICLE 6.8.


(7)                                  Gilde Buy Out Partners SAS, a French société
par actions simplifiée, with a share capital of € 37,000, which
registered office is located 117 rue de Charenton, 75012 Paris, incorporated
with the Commercial and Corporate Register of Paris under number 488 917
345, represented by Paul Bekx, duly authorized for the purpose hereof (referred
to as the “Financial Investor 1”),


on the seventh hand,


(8)                                  Middle Market Fund III FCPR, a French fonds
commun de placement à risques, represented by its management
company, Banexi Capital Partenaires, a French société
anonyme, with a share capital of € 1,000,000, which registered
office is located 32 boulevard Haussman, 75009 Paris, represented by Christine
Mariette, duly authorized for the purpose hereof,


on the eighth hand,


(7) and (8) being individually referred to as a “Financial Investor”
and collectively as the “Financial Investors”


The Financial Investors are
acting severally (de façon non-solidaire)
and not jointly under this Agreement, and nothing in this Agreement may be
construed or interpreted so that the Financial Investors would act otherwise.


WHEREAS:


(A)                              The Corporate Seller holds an aggregate number of 419,150 Class A
shares (the “Corporate Seller Shares”) in Groupe Novasep SAS, a société par actions simplifiée, with a
share capital of €50,378,988.92 whose registered office is Boulevard de la
Moselle — Site Eiffel, 54340 Pompey, France (the “Company”),
representing approximately 78.57% of the entire share capital and of the voting
rights of the Company.  The Managers hold
an aggregate number of 114,298 Class B shares in the Company (the “Managers
Shares”), representing approximately 21.43% of the entire share capital and
of the voting rights of the Company.  For
each category of Shares, Schedule (A) sets out the number of Shares held
by each Seller.


(B)                                The Managers Shares and the Corporate Seller Shares represent in
aggregate 100% of the share capital and voting rights of the Company (on a
non-fully diluted basis). The Company has also granted, to the benefit of
identified managers, 19,935 outstanding options to subscribe to its share
capital, which, if exercised, represent 3.6% (in aggregate) of the share
capital of the Company on a fully diluted basis.



 6
 









(C)                                A limited auction procedure to find a single purchaser for the Shares
has been initiated in August 2006.


(D)                               On August 28, 2006, the Financial Investor 1 has signed a
non-disclosure undertaking (the “Non-Disclosure Undertaking”).


(E)                                 On August 30, 2006, JP Morgan, Cazenove and
Lazard delivered an information memorandum to the Financial Investor 1 (a copy
of which was made available in the Data Room) to provide a general overview of
the activities and financial situation of the Company and its Subsidiaries (the
“Information Memorandum”).


(F)                                 On September 18, 2006, Gilde Buy-Out Fund III
B.V., managed by Gilde Buy-Out Partners BV, itself advised by the Financial
Investor 1, made a non-binding preliminary proposal to acquire or be
contributed all the shares in the Company.


(G)                                The Financial Investor 1 and its advisors had access to a virtual data
room containing detailed information on the Company and its Subsidiaries
between September 25, 2006 and the date hereof (the “Data Room”).
The Data Room was updated from time to time. 
An index of all documents made available in the Data Room is attached as
Schedule (G) to this Agreement (the “Data Room Index”).


(H)                               The Financial Investor 1 had the opportunity to submit further
questions on the Novasep Group Companies. An overview of all such questions
asked and answers provided is attached as Schedule (H) to this agreement
(the “Q&A Sheet”).


(I)                                    The Financial Investor 1 and his financial
advisors have attended management meetings with the management of the Company
on October 19, 20, 23 and 30, 2006, during which the Purchaser had the
opportunity to ask questions to the senior management of the Company directly.


(J)                                   On November 7, 2006, Gilde Buy-Out Fund
III B.V., managed by Gilde Buy-Out Partners BV, itself advised by the Financial
Investor 1, made a binding offer, amended on November 9 and 13, 2006.


(K)                               The Corporate Seller wishes to sell to, and the Managers wish to sell
and/or contribute to, the Purchaser and the Purchaser wishes to purchase from
the Corporate Seller all the Corporate Seller Shares and to purchase and/or be
contributed by the Managers all the Managers Shares, upon the terms and subject
to the conditions set forth in this Agreement.


(L)                                 The Managers, the Purchaser and the Financial
Investors have on the date hereof entered into an investment agreement in
relation to their respective investments in the Purchaser.


IT BEING UNDERSTOOD AND AGREED AS FOLLOWS:


1                                         DEFINITIONS


1.1          Definitions


For the purposes of this
Agreement, certain terms are defined in Schedule 1.1. Schedule 1.1
also indicates the terms which are defined in Articles and Schedules of this
Agreement.



 7
 









 


1.2          Interpretation
and Rules of Construction


In this Agreement, except to
the extent otherwise provided or that the context otherwise requires:


(a)                  when a reference
is made in this Agreement to an Article, Exhibit or Schedule, such reference is
to an Article of, or an Exhibit or Schedule to, this Agreement;


(b)                 the table of
contents and headings for this Agreement are for reference purposes only and do
not affect in any way the meaning or interpretation of this Agreement;


(c)                  whenever the
words “include”, “includes” or “including” are used in this Agreement, they are
deemed to be followed by the words “without limitation”;


(d)                 the definitions
contained in this Agreement are applicable to the singular as well as the
plural forms of such terms;


(e)                  references to a
Person are also to its successors and permitted assigns;


(f)                    where it is
necessary to determine whether a monetary limit or threshold set out in this
Agreement has been reached or exceeded and the value of the relevant claim or
any of the relevant claims is expressed in a currency other than Euros, the
value of each such claim shall be translated into Euros at the prevailing
exchange rate applicable to that amount of that non-Euro currency by reference
to middle-market rates quoted by BNP Paribas immediately before close of
business in Paris on the date on which the claim is finally determined in
accordance with this Agreement.


(g)                 the Schedules to
this Agreement form part of this Agreement and have the same force and effect
as if set out in the body of this Agreement. 
Any reference to this Agreement includes the Schedules to it.


2                                         SALE
AND PURCHASE OF THE SHARES


2.1          The
Shares


On the terms and subject to
the conditions set forth in this Agreement, including in particular the
satisfaction or waiver of the conditions precedent set out in Article4, each of the Sellers hereby sells to the
Purchaser and the Purchaser agrees to purchase from each of the Sellers, all
but not part only, of the Shares set forth opposite such Seller’s name on Schedule
A, free from any Encumbrances, with all rights attached or accruing to them
at Closing.


Notwithstanding the above,
the Managers may elect to contribute in kind, between the date hereof and
Closing, part of the Shares set forth opposite such Managers’ name, in
accordance with Article 2.4 below. In such case, the content of Schedule A
shall be adjusted in accordance with Article 2.4.4 below;


2.2                               Transfer
of the ownership of the Shares sold respectively by the Sellers to the
Purchaser


2.2.1                        The
ownership of the Shares sold to the Purchaser pursuant to Article 2.1
above shall be transferred to the Purchaser on the Closing Date against payment
of an amount equal to the number of Shares sold by the Sellers multiplied by
the Purchase Price Per Share in accordance with Article 3.1 below.



 8
 









2.2.2                        On
the Closing Date, the Corporate Seller and the Managers will respectively
transfer and/or contribute their Corporate Seller Shares and their Managers
Shares to the Purchaser free and clear of any Encumbrances.


2.3          Rights
Attaching to the Shares — Dividends


The
Shares sold or contributed to the Purchaser shall be sold or contributed
together with all rights attaching thereto, including the right to the full
amount of all dividends (i) which might have been allocated to the Shares in
respect of the financial year ended 31 December 2005 but not paid to the
Sellers on or prior to Closing Date and (ii) which might have been allocated to
the Shares in respect of the current financial year ending 31 December 2006.


2.4          Contribution


2.4.1                        Each of
the Managers shall have the right to opt for the contribution to the Purchaser
on the Closing Date, concurrently with, and subject to, the acquisition of the
Shares by the Purchaser, of part of the Managers Shares it owns at a value per
Contributed Managers Share (as defined below) equal to the Purchase Price per
Share.


2.4.2                        Each of
the Managers wishing to contribute part of its Managers Shares shall (i) notify
the Purchaser at the latest five (5) Business Days after the date hereof the
number of Managers Shares that each Manager wishes to contribute (the “Contributed
Managers Shares”) and (ii) enter into a contribution agreement with the
Purchaser in the form of Schedule 2.4.2 at the latest seven (7) Business Days
after the date hereof and in any event prior to the Closing Date.


2.4.3                        Absent any
notification addressed to the Purchaser in accordance with Article 2.4.2, a
Manager shall be deemed to have irrevocably waived its right to opt pursuant to
Articles 2.4.1 and 2.4.2 and shall sell for cash all the Managers Shares it
owns on the Closing Date.


2.4.4                        Should any
Manager notify to the Purchaser in accordance with Article 2.4.2 (the “Contributing
Manager”), the Purchaser shall be deemed to have accepted such option and
consequently that the Contributed Managers Shares will not be sold but will be
contributed to the Purchaser. In such a case, the number of Shares as set forth
opposite such Contributing Manager’s name on Schedule A shall be
automatically reduced by the number of Contributed Managers Shares of said
Contributing Manager (the “Transferred Shares”) and the Purchase Price
shall be downwardly adjusted, in respect of the Contributed Managers Shares, by
an amount equal to the Purchase Price by Share multiplied by the aggregate
number of Contributed Managers Shares.


2.4.5                        The
Purchaser and each Contributing Manager undertake to enter into any contracts,
including any contribution agreement in the form of Schedule 2.4.2 and execute
any document to the effect above and take all necessary actions to consummate
the contribution of the Contributed Shares on the Closing Date concurrently
with (and subject to) the acquisition of the Transferred Shares by the
Purchaser.


2.4.6                        If the
Contributed Managers Shares owned by one or more of the Contributing Managers
are not effectively contributed to the Purchaser on the Closing Date, such
Contributing Managers shall (i) be deemed to have irrevocably waived their
right to elect for the contribution provided under Article 2.4.1 and shall (ii)
sell all the Managers Shares they own to the Purchaser on the Closing Date. In
such a case, the Purchase Price and the number of Shares as set forth opposite
such Seller’s name on Schedule A shall be re-adjusted accordingly.



 9
 









3                                         PURCHASE
PRICE


3.1          Amount


3.1.1                        The unit
purchase price per Share (based on a number of 533,448 shares of the Company
representing 100% of the share capital and voting rights of the Company on a
non-diluted basis) amounts to € 397.415 (the “Purchase Price Per Share”).  The purchase price is equal to the Purchase
Price Per Share multiplied by the number of Shares sold by the Sellers to the
Purchaser on the Closing Date i.e. € 212,000,236.92 (the “Purchase Price”)
same as provided otherwise in Article 3.1.2 below.


3.1.2                        In the
event that one or several Managers have elected to contribute part of their
Managers Shares, the Purchase Price shall be reduced by an amount equal to the
Purchase Price Per Share multiplied by the aggregate number of Contributed
Shares (the “Modified Purchase Price”). The Purchase Price or the
Modified Purchase Price shall be referred to as the “Closing Purchase Price”.
The Closing Purchase Price shall be adjusted, as the case may be, after the
Closing Date in accordance with Article 3.2 below.


3.2          Adjustment
of the Closing Purchase Price


3.2.1                        The
Parties agree that, following final determination of the Adjustment Statement
as described in Article 3.2.2 below, the Closing Purchase Price will be
adjusted as follows (any of the matters referred to under (i) and (ii) below
shall constitute a Closing Purchase Price Adjustment and shall be referred
individually as a “Closing Purchase Price Adjustment” and collectively
as “Closing Purchase Price Adjustments”):


(i)                                     Following the Closing, the Sellers shall pay
to the Purchaser, as a downward post-Closing adjustment of the Closing Purchase
Price, any amount paid by the Novasep Group Companies as from September 30,
2006 as a result of:


a.               any indemnification due by the Novasep Group
Companies in accordance with the share purchase agreement dated 9 March 2006
entered into between DNES and Arques Invest Central GmbH with respect to the
sale of Rohner AG, up to a maximum amount of € 2,000,000;


b.              any payment made by any of the Novasep Group
Companies in connection with the disputes as listed in Schedule 3.2.1(i)(b),
for which provisions have been recorded in the 2006 Novasep Interim Financial
Statements, up to a maximum amount of € 600,000;


c.               any payment made by the Novasep Group
Companies as a result of the warranties obligations granted by the Novasep
Group Companies for which provisions have been recorded for an amount of €
756,165 in the 2006 Novasep Interim Financial Statements, up to a maximum
amount of € 500,000.


(ii)                                  Following the Closing, the Purchaser shall
pay to the Sellers, as an upward post-Closing adjustment of the Closing
Purchase Price:


a.                                               any amount paid to any of the Novasep Group
Companies as a result of the repayment of the € 2,500,000 working capital
loan granted by DNES to Rohner AG in connection with the share purchase
agreement dated 9 March 2006 entered into between DNES and Arques Invest
Central 



 10
 









                                                        GmbH with respect to the sale of Rohner AG,
up to a maximum amount of € 2,000,000;


b.                                              an amount equal to the net financial gain
(after taking into account the impact of corporate income tax) resulting from
the termination or assignment, within a period of three (3) months after
Closing, by the Novasep Group Companies of the Swap Arrangements, up to a
maximum amount of € 300,000.


3.2.2                        The
Parties also agree that, for the determination of the Adjustment Statement, the
following principles shall be applied:


(i)                     Within ten
(10) Business Days of the occurrence of each of the following events or dates:


-                                            for payments referred to in Article 3.2.1 (i)
(a) and (c), the date on which such payments are due and payable (i.e. such
payments being liquides, certains and  exigibles)


-                                            for payments referred to in Article 3.2.1 (i)
(b), the date of which a final and non-appealable decision is made by a
judicial or arbitration court (it being specified that a decision that can only
be appealed before the Supreme Court of the relevant jurisdiction shall be
regarded as final and non-appealable for the purpose of this Article 3.2.2) ;


-                                            for payments referred to in Article 3.2.1
(ii) (a), the date on which the relevant Novasep Group Company receives any of
such payments;


-                                            for payments referred to in Article 3.2.1
(ii) (b), the date on which the relevant Novasep Group Company receives any of
such payments after assigning the contracts;


The Purchaser shall deliver
to the Sellers, a draft statement (i) setting out, with sufficient details, (a)
the circumstances or facts related to the amounts to be paid either by the
Sellers and/or by the Purchaser pursuant to Articles 3.2.1 (i) and 3.2.1 (ii)
(the “Amounts”) as well as any and all necessary information to be
provided in relation to these Amounts and (b) the payments to be made by the
Purchaser and/or by the Sellers as Closing Purchase Price Adjustments and (ii)
any supporting evidence or documentation relating to the Amounts ((i) and (ii)
constituting the “Draft Adjustment Statement”).


However,
notwithstanding the above, the Parties agree that if the balance between the
Amounts to be paid by the Sellers and the Amounts to be paid by the Purchaser
is between a range of €(150,000) and €150,000, the Parties agree that such
Draft Adjustment Statement will only be delivered by the Purchaser to the Sellers
at the end of the relevant quarter following the date of occurrence of any
events or dates listed above plus thirty (30) Business Days.


(ii)                  Within twenty
(20) Business Days of receipt by the Sellers of the Draft Adjustment Statement,
the Sellers may give written notice to the Purchaser stating that the Draft
Adjustment Statement has not been prepared and determined on the basis set
forth in 



 11
 









                                Articles 3.2.2 (i) and
3.2.2 (ii) above and shall attach a schedule of those items in respect of which
it disagrees with the Draft Adjustment Statement together with the reasons for
the disagreement in reasonable detail (the “Sellers’ Disagreement Notice”).


If a Sellers’ Disagreement Notice has not
been served by the Sellers within the twenty (20) Business Day period referred
to above, the Draft Adjustment Statement shall be final and binding on the
Parties and the payment of the Closing Purchase Price Adjustment shall be made
in accordance with Article 3.3.


(iii)               If a Sellers’
Disagreement Notice has been served by Sellers within the twenty (20) Business
Day period referred to in (ii) above, the Purchaser shall review and respond to
the Sellers’ Disagreement Notice within ten (10) Business Days from the receipt
of the Sellers’ Disagreement Notice (the “Purchaser Notice”). If no
Purchaser Notice is received by the Sellers within such ten Business Day
period, the Sellers’ Disagreement Notice shall be deemed approved and the Draft
Adjustment Statement as amended according to the Sellers’ Disagreement Notice,
will be final and binding on the Parties and the payment of the Closing
Purchase Price Adjustment shall be made in accordance with Article 3.3.


(iv)              If
the Sellers and the Purchaser are unable in good faith to reach agreement in
respect thereof, within the ten (10) Business Day period referred to in Article
3.2.2 (iii), they shall refer the final determination of the Draft Adjustment
Statement to Ernst & Young acting as a “tiers arbitre”
in accordance with Article 1592 of the French Code Civil (the “Expert”).


(v)                 Except to the
extent that the Purchaser and the Sellers agree otherwise, the Expert shall
determine its own procedure but:


-                                            apart from procedural matters, shall
determine only items in dispute in the Sellers’ Disagreement Notice and in the
Purchaser Notice;


-                                            shall apply the principles set out in
Articles 3.2.1 (i) and 3.2.1 (ii);


-                                            the procedure of the Expert shall (i) give
the Parties a reasonable opportunity to make written and oral representations
to them, (ii) require that the Parties supply each other with a copy of any
written representations at the same time as they are made to the Expert, (iii)
permit each Party to be present while oral submissions are being made by any
other Party.


In view of the determination of the Closing
Purchase Price Adjustment, the Expert shall prepare and deliver to each Party a
report no later than thirty (30) days from its appointment (the “Expert
Report”). The determination of the Closing Purchase Price Adjustment
as set forth in the Expert’s Report shall be final and binding on the Parties
save in the event of manifest error (erreur
grossière).


The fees of the Expert shall be paid as to
half by the Sellers and also half by the Purchaser. The portion of the Expert’s
fees to be paid by the Sellers shall be allocated among them in proportion to
their respective share in the Closing Purchase Price.



 12
 









(vi)              The
Draft Adjustment Statement, either as originally submitted by the Purchaser or
as agreed between the Purchaser and the Sellers pursuant to Article 3.2.2(iii)
or as set forth in the Expert Report, shall constitute the adjustment statement
under this Agreement which shall be final and binding on the Parties (the “Adjustment
Statement”). For the avoidance of doubt, it is expressly agreed between the
Parties that the procedure set out above to determine the Adjustment Statement
shall be reiterated upon the occurrence of any of the events or dates set out
in Article 3.2.2(i).


(vii)           During the whole review
periods of the Adjustment Statement, the Purchaser and the Sellers, as the case
may be, shall (a) cooperate fully and completely so far as they are able and
shall cause the Novasep Group Companies to cooperate fully and completely,
during normal working hours, in responding to reasonable questions and requests
for information submitted by the Sellers, the Sellers’ Advisers and the Expert,
(b) have reasonable access to the books, records, documents and information of
the Novasep Group Companies, and any other information that is necessary for
the Parties to determine the Amounts and (c) make readily available to the
Expert all relevant books and records (in their respective possession or
control) and any working papers relating to the Draft Adjustment Statement, the
Sellers’ Disagreement Notice and the Purchaser Notice and all other items
reasonably requested by the Expert in connection therewith. It is agreed
between the Parties that for the information provided under (a), (b) and (c)
above shall remain in the strictest confidence in accordance with Article 9.5.1
below.


The Purchaser and the Sellers hereby
authorize each other, their respective advisers and the Expert to take copies
of all information which they have agreed to provide under this Article 3.2.2;
provided that the Purchaser and the Sellers shall instruct the Expert to keep
such information confidential.


3.3          Payment
of the Closing Purchase Price and of the Closing Purchase Price Adjustment


3.3.1                        Subject to
the Sellers’ compliance with their obligations hereunder and to the
satisfaction or waiver of the conditions precedent set forth in Article 4,
the Purchaser shall, on the Closing Date, pay the Closing Purchase Price to be
allocated as follows:


(a)                      the Purchaser shall, on the Closing Date, pay the Corporate Seller
Purchase Price to the Corporate Seller, by wire transfer (value date: the
Closing Date) to the account opened under the name of the Corporate Seller as
designated by the Corporate Seller at least five (5) Business Days prior to
Closing; and


(b)                     the Purchaser shall, on the Closing Date, pay the Managers Purchase
Price to (i) the accounts opened under the name of each of the Selling Managers
and (ii) the accounts opened under the name of the Other Shareholders, such
accounts as designated respectively by the Agent and the Other Shareholders at
least five (5) Business Days prior to Closing, it being specified that, upon
delivery by the Purchaser of a certified copy of irrevocable wire transfer
instructions to the benefit of each Manager for an amount and to an account as
specified by the Agent and by the Other Shareholders in accordance with this
Article 3.3, the Purchaser shall be released from its payment obligations
towards the Managers.



 13
















	
  

  	
   

  	
  It is specified that the allocation of the Closing
  Purchase Price among the Sellers is made under the sole and exclusive responsibility of the Sellers and
  that the Purchaser shall incur no liability or prejudice whatsoever in respect
  thereto.

  
	
   

  	
   

  	
   

  
	
  3.3.2

  	
   

  	
  Subject to the occurrence of the Closing, Closing
  Purchase Price Adjustment shall be paid on the fifth Business Day following
  the final determination of the Adjustment Statement pursuant to Article 3.2.2
  (vi) above.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Closing Purchase Price Adjustments referred to in
  Article 3.2.1 (i) shall be paid by the Sellers, in proportion of their
  respective number of Shares (including, for the avoidance of doubt, the
  Contributed Managers Shares), to the Purchaser by wire transfer to the
  account opened in the name of the Purchaser as notified by the Purchaser no
  later than two (2) Business Days before the payment of the Closing Purchase
  Price Adjustment.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Closing Purchase Price Adjustments referred to
  in Article 3.2.1 (ii) shall be paid by the Purchaser to each Seller, in
  proportion of its respective number of Shares (including, for the avoidance
  of doubt, the Contributed Managers Shares), by wire transfer to the accounts
  opened in the name of each Seller as notified by the Corporate Seller, the
  Agent and the Other Shareholders.

  
	
   

  	
   

  	
   

  
	
  3.4

  	
   

  	
  Pre-Closing Covenants of the Sellers

  
	
   

  	
   

  	
   

  
	
  3.4.1

  	
   

  	
  The Parties acknowledge that the management of the
  Company has provided to the Purchaser, prior to the date hereof, a statement
  setting out the details of the Refinanced Debt and any other existing
  outstanding debts (including off-balance sheet items and bank guarantees of
  the Novasep Group Companies as at a date no later than 2 Business Days before
  the signing of the Agreement (the “First Statement”).

  
	
   

  	
   

  	
   

  
	
  3.4.2

  	
   

  	
  The Sellers shall also, prior to Closing, cause the
  Novasep Group Companies to obtain from the relevant banks, lenders
  (including, for the avoidance of doubt, the Corporate Seller and its
  Affiliates) and credit institutions, statements setting out an estimate at
  Closing of the outstanding debt items and payments (including accrued
  interests, early repayment penalties and other termination fees) in relation
  to secured and unsecured debts to be included in the Refinanced Debt (the “Bank
  Statements”). The Sellers shall also do their reasonable best efforts to
  cause the management of the Company to (i) deliver to the Purchaser such Bank
  Statements at the latest five (5) days prior to the Closing Date and (ii) to
  collaborate with the Sellers in order to include any financial information
  relating to the Company and its Subsidiaries in the Bank Statements that the
  Purchaser may reasonably request to be incorporated therein and provide an
  updated version of the First Statement as at Closing Date (the “Updated
  Statement”).

  
	
   

  	
   

  	
   

  
	
  3.4.3

  	
   

  	
  For the avoidance of doubt, it is expressly agreed
  between the Parties that the First Statement, the Updated Statement and the
  Bank Statements shall be delivered to the Purchaser for information purposes
  only and that the Sellers shall bear no liability whatsoever as regards the
  contents and information contained in the First Statement, the Updated
  Statement and in the Bank Statements.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Purchaser hereby waives any and all rights of
  claim, action or damages against the Sellers pursuant to any legal proceeding
  or otherwise, under any contractual liability, in respect of the absence
  (partial or total) of performance by the Managers of their obligations
  pursuant to

  




 14
 









 


	
  

  	
   

  	
  Articles 3.3.1 and 3.3.2 above (except if such
  absence (partial or total) of performance by the Managers is the result of
  voluntary omissions by the Managers).

  
	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  CONDITIONS PRECEDENT

  
	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Conditions to the obligations of the Sellers and
  of the Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The sale and purchase of the Shares is subject to
  the fulfillment (or waiver by the Purchaser and the Sellers) of the following
  conditions precedent at or prior to Closing Date: no court or Governmental
  Authority of competent jurisdiction shall have enacted, issued, promulgated
  or enforced any statute, rule, regulation, or non-appeable judgment or
  injunction which is in effect on the Closing Date and prohibits the
  consummation of the Closing.

  
	
   

  	
   

  	
   

  
	
  4.2

  	
   

  	
  Conditions to the obligations of the Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The obligations of the Purchaser to effect the
  Closing is subject to the satisfaction (or waiver by the Purchaser) at or
  prior to Closing of the following conditions:

  
	
   

  	
   

  	
   

  
	
  4.2.1

  	
   

  	
  In France, Germany, Austria and the US or any other
  country where the transaction contemplated herein has to be approved under
  local merger control Laws, the transaction contemplated herein shall have
  been approved by way of an express or implied decision, such approval to be
  either unconditional or subject only to conditions, undertakings or
  modifications or any and all steps, as contemplated in Article 6.2.5 below.

  
	
   

  	
   

  	
   

  
	
  4.2.2

  	
   

  	
  The Debt Financing has been made available to the
  Purchaser, on the Closing Date, in an aggregate amount of acquisition term
  debt equal to €310,000,000, in accordance with the Acquisition Financing
  Documents.

  
	
   

  	
   

  	
   

  
	
  4.3

  	
   

  	
  Best Efforts concerning the Satisfaction of the
  Conditions Precedent — Notification of Satisfaction

  
	
   

  	
   

  	
   

  
	
  4.3.1

  	
   

  	
  The Sellers shall use their reasonable best efforts
  to ensure the due satisfaction of the conditions precedent set out in Article
  4.1 as soon as possible and the Purchaser shall use its reasonable best
  efforts to ensure the due satisfaction of the conditions precedent set out in
  Articles 4.1 and 4.2 as soon as possible, including with respect to
  competition filings as further described in Article 6.2 below.

  
	
   

  	
   

  	
   

  
	
  4.3.2

  	
   

  	
  In the event that any authorities having
  jurisdiction over the transaction under the applicable anti-trust Laws raises
  objections to the transactions contemplated in this Agreement, the Purchaser
  will undertake all reasonable steps (including accepting conditions) to
  obtain a clearance decision in accordance with the provisions of Article 6.2
  below.

  
	
   

  	
   

  	
   

  
	
  4.3.3

  	
   

  	
  The Sellers and the Purchaser shall, where appropriate,
  promptly give notice to each other of the satisfaction of the conditions
  precedent specified in Articles 4.1 and 4.2 and in any event within two (2)
  Business Days of becoming aware of the same. The date on which the last
  condition precedent mentioned in Articles 4.1 and 4.2 has been satisfied
  shall be referred to as the “Satisfaction Date”.

  




 15
 









 


	
  5

  	
   

  	
  CLOSING

  
	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Date and Place

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The transfer of ownership of the Shares to the
  Purchaser (the “Closing”) shall take place in the premises of White
  & Case LLP, 11, boulevard de la Madeleine, 75001 Paris, within five (5)
  Business Days following the satisfaction of all conditions precedent listed
  in Article 4 (the “Closing Date”) or at such other place or on
  such other date as may be agreed between the Parties.

  
	
   

  	
   

  	
   

  
	
  5.2

  	
   

  	
  Sellers’ Closing Obligations

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  On the Closing Date, the Sellers shall do all of the
  following in their capacity as Sellers or shareholders of the Company or as
  members of the executive bodies of the Novasep Group Companies, or cause the
  Company and/or its Subsidiaries to do all of the following (the “Sellers’
  Closing Obligations”):

  
	
   

  	
   

  	
   

  
	
  (i)

  	
   

  	
  deliver the duly completed, executed by each Seller
  and dated share transfer forms (ordres de
  mouvements) in respect of the Shares in favor of the Purchaser;

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  record the transfer of the Shares, owned by each
  Seller and transferred to the Purchaser, in the share register of the Company
  and in the shareholders’ account of the Company and sign the share register of
  the Company to that effect;

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  deliver to the Purchaser a receipt for the Closing
  Purchase Price in the form attached as Schedule 5.2(iii);

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  deliver to the Purchaser the letters of resignation
  of the directors of the Company referred to in Schedule 5.2 (iv)(a)
  substantially in the form attached in Schedule 5.2 (iv)(b);

  
	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  deliver to the Purchaser a written evidence that the
  relevant works council of the Group Novasep Companies have been informed, or
  as the case may be, consulted, in relation to the transactions contemplated
  in this Agreement, all in accordance with applicable Laws;

  
	
   

  	
   

  	
   

  
	
  (vi)

  	
   

  	
  deliver evidences of payment by the Company to the
  relevant Corporate Seller Entity of the Payment Obligations described in
  Article 6.8.1;

  
	
   

  	
   

  	
   

  
	
  (vii)

  	
   

  	
  deliver the tax transfer forms (formulaire cerfa n°2759 DGI) relating to
  the sale of the Shares executed by each Seller;

  
	
   

  	
   

  	
   

  
	
  (viii)

  	
   

  	
  deliver to the Purchaser a certified copy of the
  minutes of the shareholders’ meeting of the Company or, as the case may be of
  the board of directors, (i) acknowledging the resignation of the directors of
  the Company and granting them full discharge from their obligations as
  directors of the Company as from Closing, (ii) approving the appointment with
  effect on the Closing Date of such Person as the Purchaser shall have
  notified not later than twenty (20) Business Days prior to the Closing Date
  to the Sellers as directors of the Company and (iii) approving unanimously
  the transfer of the Shares, in accordance with article 9.2.1 of the
  current by laws of the Company.

  
	
   

  	
   

  	
   

  
	
  (ix)

  	
   

  	
  deliver to the Purchaser copy of any documents
  evidencing the convening of any shareholders’ meeting, board or supervisory
  board meeting of the Company and of the Subsidiaries, to be held at a date to
  be determined by the Purchaser on or after the Closing

  




 16
 









 


	
  

  	
   

  	
  Date, on any agenda determined by the Purchaser,
  solely for the purpose of authorizing any actions that are necessary pursuant
  to the provisions of the Acquisition Financing Documents or in the context of
  the repayment of the Refinanced Debt and modifying the by-laws or other
  constitutional documents of the Company and/or its Subsidiaries, and notified
  to the Sellers no later than twenty (20) Business Days prior to the Closing
  Date.

  
	
   

  	
   

  	
   

  
	
  (x)

  	
   

  	
  deliver to the Purchaser evidence of the termination
  of the shareholders’ agreement entered into between the Sellers with respect
  to the Company.

  
	
   

  	
   

  	
   

  
	
  (xi)

  	
   

  	
  deliver to the Purchaser evidence of the termination
  of the participation of the Company and/or the Subsidiaries of the
  Inter-Company Agreements, without any termination fees, indemnity or
  prejudice whatsoever to be paid by the Company or the Subsidiaries, save as
  for all payments which are to be made in execution of such Inter-Company
  Agreements; and

  
	
   

  	
   

  	
   

  
	
  (xii)

  	
   

  	
  deliver to the Purchaser the deed of release from
  the relevant banks and lenders confirming the release of the Security
  Interests upon full repayment of the Refinanced Debt on the Closing Date;

  
	
   

  	
   

  	
   

  
	
  (xiii)

  	
   

  	
  deliver to the Purchaser evidences that the Stock
  Options Holders have renounced to the exercise of their Stock Options.

  
	
   

  	
   

  	
   

  
	
  5.3

  	
   

  	
  Purchaser’s Closing Obligations

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  On the Closing Date, the Purchaser shall do all of the following (the “Purchaser’s
  Closing Obligations”):

  
	
   

  	
   

  	
   

  
	
  5.3.1

  	
   

  	
  deliver an evidence of the satisfactions of the
  conditions precedent set out in Article 4.2;

  
	
   

  	
   

  	
   

  
	
  5.3.2

  	
   

  	
  pay the Closing Purchase Price in accordance with
  Article 3.3;

  
	
   

  	
   

  	
   

  
	
  5.3.3

  	
   

  	
  cause the Company, and as the case may be, the
  Subsidiaries, to fully repay the Refinanced Debt (in principal and accrued
  but unpaid interest as at Closing);

  
	
   

  	
   

  	
   

  
	
  5.3.4

  	
   

  	
  sign the share register of the Company to accept
  transfer of the Shares from the Sellers; and

  
	
   

  	
   

  	
   

  
	
  5.3.5

  	
   

  	
  deliver the relating tax transfer form (formulaire cerfa n°2759 DGI) executed by the Purchaser; and

  
	
   

  	
   

  	
   

  
	
  5.3.6

  	
   

  	
  if Managers Shares are to be contributed to the
  Purchaser in accordance with Article 2.4, deliver to the Sellers a certified
  copy of (i) the contribution appraiser’s report and, as the case may be, the
  “commissaire aux avantages particuliers”
  report to be issued in the context of the Contribution by the Contributing
  Managers of the Contributed Managers Shares and (ii) the minutes of the
  shareholders meeting and/or board meeting of the Purchaser approving the
  Contribution referred to in (i).

  
	
   

  	
   

  	
   

  
	
  5.4

  	
   

  	
  Effectiveness of the Closing Obligations

  
	
   

  	
   

  	
   

  
	
  5.4.1

  	
   

  	
  The effectiveness of each of the Sellers’ Closing
  Obligations is conditional upon the fulfillment of the Purchaser’s Closing
  Obligations and vice versa.

  




 17
 









 


	
  5.4.2

  	
   

  	
  For the purpose of the Closing, all events mentioned
  in Articles 5.2 and 5.3 above, shall be, and shall be considered to have been
  carried out simultaneously so that all said events shall take place and be
  carried out at the same time.

  
	
   

  	
   

  	
   

  
	
  5.5

  	
   

  	
  Right to Terminate

  
	
   

  	
   

  	
   

  
	
  5.5.1

  	
   

  	
  If (i) the provisions of Article 5.2 are not
  complied with by the Sellers and (ii) those conditions precedent set forth in
  Articles 4.1 and 4.2 are satisfied, the Purchaser shall be entitled to
  postpone the Closing by five (5) Business Days or to effect the Closing
  notwithstanding such non-compliance or shall be entitled to elect to
  terminate this Agreement (in addition to and without prejudice to the right
  to claim for damages or to seek specific performance in accordance with the
  terms of this Agreement). If (i) the provisions of Article 5.2 are still not
  fully complied with by the Sellers at such new date fixed by the Purchaser
  and (ii) those conditions precedent set forth in Articles 4.1 and 4.2 are
  satisfied, the Purchaser shall be entitled to elect to terminate this
  Agreement or to effect the Closing notwithstanding such non-compliance (in
  addition to and without prejudice to the right to claim for damages or to
  seek specific performance in accordance with the terms of this Agreement).

  
	
   

  	
   

  	
   

  
	
  5.5.2

  	
   

  	
  If (i) the provisions of Article 5.3 are not
  complied with by the Purchaser and (ii) the condition precedent set forth in
  Article 4.1 is satisfied, the Sellers shall be entitled to postpone the
  Closing by five (5) Business Days or to effect the Closing notwithstanding
  such non-compliance or shall be entitled to elect to terminate this Agreement
  (in addition to and without prejudice to the right to claim for damages or to
  seek specific performance in accordance with the terms of this agreement). If
  (i) the provisions of Article 5.3 are still not fully complied with by the
  Purchaser at such new date fixed by the Sellers and (ii) those conditions
  precedent set forth in Article 4.1 are still satisfied, the Sellers shall be
  entitled to elect to terminate this Agreement or to effect the Closing
  notwithstanding such non-compliance (in addition to and without prejudice to
  the right to claim for damages or to seek specific performance in accordance
  with the terms of this Agreement).

  
	
   

  	
   

  	
   

  
	
  5.5.3

  	
   

  	
  For the avoidance of doubt, in the event that both
  Articles 5.5.1 and 5.5.2 above simultaneously apply, the Sellers and the
  Purchaser agree that:

  
	
   

  	
   

  	
   

  
	
  (i)

  	
   

  	
  where one Party wishes (a) to postpone the Closing
  or (b) to effect the Closing and the other Party wishes to terminate the
  Agreement, the Agreement shall be terminated; and

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  where one Party wishes to postpone the Closing and
  the other Party wishes to effect the Closing, the Closing shall be postponed.

  
	
   

  	
   

  	
   

  
	
  5.5.4

  	
   

  	
  It is expressly acknowledged by the Purchaser or the
  Sellers, as the case may be, that, save for their right to terminate this
  Agreement provided for in this Article 5.5 and except for termination of the
  Agreement pursuant to the provisions of Article 9.4, the Purchaser or the
  Sellers, as the case may be, shall not be entitled to terminate the Agreement
  for any other cause or action.

  
	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  COVENANTS OF THE PARTIES

  
	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Collaboration

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Unless otherwise specifically provided herein,
  between the date of this Agreement and the Closing Date, the Sellers shall
  collaborate with the Purchaser and the Sellers shall use their

  




 18
 









 


	
  

  	
   

  	
  reasonable best efforts to cause the management to
  collaborate with the Purchaser, in order to facilitate the consummation of
  the transactions contemplated herein.

  
	
   

  	
   

  	
   

  
	
  6.2

  	
   

  	
  Approvals

  
	
   

  	
   

  	
   

  
	
  6.2.1

  	
   

  	
  Each of the Parties will (and the Sellers will cause
  the Company and any of the Subsidiaries to) give any notices, make any
  filings, and use its reasonable best efforts to obtain as promptly as
  possible any authorizations, consents, and approvals required to be obtained
  by that Party in connection with the transaction contemplated by this
  Agreement.

  
	
   

  	
   

  	
   

  
	
  6.2.2

  	
   

  	
  Without limiting the generality of the foregoing,
  each of the Sellers and the Purchaser shall make or cause to be made any
  filings required to be made by it or any of its Affiliates under applicable
  merger control regimes of any relevant jurisdiction with respect to the
  transaction contemplated by this Agreement as promptly as practicable and, in
  any event, within such time periods as required by applicable merger control
  regimes of any relevant jurisdiction and in any case no later than five (5)
  Business Days following the date hereof.

  
	
   

  	
   

  	
   

  
	
  6.2.3

  	
   

  	
  The Sellers and the Purchaser shall also comply at
  the earliest practicable date with any request received by the Sellers or the
  Purchaser, as the case may be, or any of their respective Affiliates, under
  the applicable merger control regimes for additional information, documents,
  or other materials from any other Governmental Authority. The Purchaser and
  the Sellers shall use their best efforts to furnish all information required
  to secure approval from any Governmental Authority pursuant to the relevant
  Laws.

  
	
   

  	
   

  	
   

  
	
  6.2.4

  	
   

  	
  To the extent permitted by applicable law and unless
  otherwise directed by any Governmental Authority, (i) each Party shall
  promptly inform the other Party of any communication with and any proposed
  understanding, undertaking or agreement with any Governmental Authority
  regarding the transaction contemplated by this Agreement, (ii) the Sellers
  shall not independently participate in any formal meeting, investigation, or
  other inquiry with any Governmental Authority regarding the transaction
  contemplated by this Agreement without obtaining the prior consent of the
  other Party; and (iii) each Party will consult and cooperate with the other
  Party in connection with any analyses, appearances, presentations, memoranda,
  briefs, arguments, opinions, proposals and any other communications made or
  submitted on behalf of any Party in connection with proceedings under
  applicable merger control regimes or any other Law that relates to the
  transaction contemplated by this Agreement. The Parties acknowledge that for
  the purpose of this Article 6.2, and only with respect to sensitive
  competitive information as may be reasonably determined between the legal
  advisors of the Parties (and provided that in each case such information
  shall be clearly marked as being sensitive competitive information), the
  communication or consultation provided in (i) and (ii) above shall be limited
  to the legal advisors of the other Party, who will not communicate such
  information to their client.

  
	
   

  	
   

  	
   

  
	
  6.2.5

  	
   

  	
  The Purchaser shall use their best efforts to
  resolve objections, if any, as may be asserted by any Governmental Authority
  under applicable merger control regimes in relation to the consummation of
  the transaction contemplated by this Agreement. The Purchaser agrees to take,
  or cause to be taken, in the event that any permanent or preliminary
  injunction or other order is entered in any proceeding that would make
  consummation of the transaction contemplated by this Agreement in accordance
  with the terms of this Agreement unlawful or that would prevent or delay
  consummation thereof, any and all steps (including the appeal thereof)
  necessary to vacate, modify or suspend such injunction, order or decision so
  as to

  




 19
 









 


	
  

  	
   

  	
  permit such consummation on a schedule as close as
  possible to that contemplated by this Agreement.

  
	
   

  	
   

  	
   

  
	
  6.3

  	
   

  	
  Conduct of business of the Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  To the extent possible under their respective powers
  as shareholders of the Company or, as members of the board of directors or
  employees of the Company, the Sellers undertake to procure that, between the
  date hereof and the Closing Date, subject to any restrictions on so doing
  imposed by the Agreement, (i) none of the actions provided in (i) to (xviii)
  below are taken by the Company and its Subsidiaries, and (ii) the Sellers
  shall respectively cause the Company and its Subsidiaries to carry on their
  respective business in the Ordinary Course of Business and, in particular, to
  agree and undertake, not to approve any of the following resolutions at any
  shareholders’ meeting of the Company and of the Subsidiaries, in each case
  without the Purchaser’s prior written consent (which consent shall not be
  unreasonably withheld or delayed):

  
	
   

  	
   

  	
   

  
	
  (i)

  	
   

  	
  declaring, setting aside, making or paying any dividends
  (whether interim or final) or other distribution (including of profits or
  reserves, or in respect of its share capital, in cash or otherwise) with
  respect to the Company and, as a general rule, making any payments to any of
  the Sellers or of their Affiliates and/or their directors or officers (such
  as bonuses to be paid as result of the transfer of Shares) other than
  payments to be made in the Ordinary Course of Business by the Company and its
  Subsidiaries such as, without limitation, payments of employees wages or
  normal compensation, or of interests or principal amounts to be paid pursuant
  to Inter-Company Agreements or any payments to be made pursuant to valid and
  enforceable existing agreements;

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  allotting, issuing, redeeming, repurchasing or
  modifying in any manner whatsoever any share capital or any option, security
  or other right to subscribe for the same or securities convertible into or
  exchangeable for such shares in the Company or making any other amendment to
  the articles of association of the Company other than as contemplated under
  Article 5.2;

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  amending the by-laws and other organizational
  documents of any of the Subsidiaries;

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  making any change in the accounting procedures or
  practices of the Company and the Subsidiaries unless as required by Law;

  
	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  acquiring or agreeing to acquire any share, shares
  or other interest in any company, partnership, on-going business or other
  venture in excess of €1,000,000 per item and €3,000,000 in aggregate;

  
	
   

  	
   

  	
   

  
	
  (vi)

  	
   

  	
  voluntarily disposing of or granting any option or
  right of pre-emption in respect of any part of the Novasep Group Companies’
  material assets;

  
	
   

  	
   

  	
   

  
	
  (vii)

  	
   

  	
  approving the contribution, the sale or the disposal
  (in any manner whatsoever) by the Company or by the Subsidiaries of all or
  part of their business or any business division (“branche d’activité”);

  
	
   

  	
   

  	
   

  
	
  (viii)

  	
   

  	
  winding up, merging or splitting up the Company or
  any of the Subsidiaries, except as disclosed in the Sellers Disclosure
  Letter;

  



 



 20
















	
  (ix)

  	
   

  	
  giving any guarantee
  (whether as “caution”, “aval” or otherwise) or creating any
  Encumbrance on the Company’s or the Subsidiaries’ assets, other than in the
  Ordinary Course of Business (the Ordinary Course of Business excluding, for
  the avoidance of doubt, any guarantee or Encumbrance created to secure the
  obligations of third parties);

  
	
   

  	
   

  	
   

  
	
  (x)

  	
   

  	
  acquiring or agreeing
  to acquire or disposing of or agreeing to dispose of any assets or entering
  into or amend any material contract or arrangement, in each case, involving
  consideration, expenditure or liabilities individually in excess of
  €1,000,000, exclusive of VAT, or having a duration of more than 2 years;

  
	
   

  	
   

  	
   

  
	
  (xi)

  	
   

  	
  entering into any
  agreement or permit any amendments to existing material agreements or incur,
  approve or authorize any commitment involving any capital and/or other
  investment expenditure in excess of €1,000,000 per item, and €6,100,000 in
  the aggregate, in each case exclusive of VAT;

  
	
   

  	
   

  	
   

  
	
  (xii)

  	
   

  	
  save as necessary to
  allow the repayment of the Refinanced Debt or the performance by the Sellers
  of the deliveries referred to in Articles 5.2 (xi) and (xii), entering into
  or permitting any amendment, supplement, waiver or other modification of any
  loan or financing agreements (including the factoring agreements and
  off-balance sheet undertakings) or increasing its financial indebtedness
  towards banks, lenders, financial institutions, the Corporate Sellers or its
  Affiliates, by borrowing, overdraft, line of credit or otherwise (including
  by off-balance sheet undertakings or bank guarantees) in excess of
  €1,000,000, individually, and €3,000,000 in the aggregate;

  
	
   

  	
   

  	
   

  
	
  (xiii)

  	
   

  	
  terminating any
  material insurance policies currently in force or default in the payment of
  premiums which become due and payable under such insurance policies, except
  as disclosed otherwise in Schedule 6.8.1 of this Agreement;

  
	
   

  	
   

  	
   

  
	
  (xiv)

  	
   

  	
  changing the collection
  and payment practices of the Company or the Subsidiaries, except where such
  change is solely triggered by a modification in applicable Laws other than in
  the Ordinary Course of Business;

  
	
   

  	
   

  	
   

  
	
  (xv)

  	
   

  	
  settling any litigation
  or arbitration proceedings where such settlement involves a payment by the
  Company or any of the Subsidiary, or making a partial or total waiver of a
  claim of the Company, in excess, in each instance, of €300,000;

  
	
   

  	
   

  	
   

  
	
  (xvi)

  	
   

  	
  increasing the
  compensation payable to the employees of the Company or any of the
  Subsidiaries, except in the Ordinary Course of Business, or terminating the employment
  of any senior executives or managers of the Company or the Subsidiaries;

  
	
   

  	
   

  	
   

  
	
  (xvii)

  	
   

  	
  voluntarily terminating
  or voluntarily approving, directing or authorizing the termination of any
  material contracts for a Novasep Group Company;

  
	
   

  	
   

  	
   

  
	
  (xviii)

  	
   

  	
  more generally,
  agreeing or committing to do any of the above, or making any actions or
  decisions, at the level of the Company or the Subsidiaries, that is
  inconsistent or in contradiction with the foregoing subsections (i) through
  (xvii).

  
	
   

  	
   

  	
   

  
	
  6.4

  	
   

  	
  Obligations of the management of the Company in
  respect of the Conduct of Business

  
	
   

  	
   

  	
   

  
	
  6.4.1

  	
   

  	
  The Sellers shall do their reasonable best efforts
  to procure that the President of the Company, prior to the Company or the
  Subsidiaries performing any action as described in Article 6.3 above
  shall submit to the supervisory board of the Company any and all decisions
  which could

  




 21
 









 


	
  

  	
   

  	
  result in the performance of an action which would
  fall within the scope of the actions listed in Article 6.3 above so that
  the supervisory board of the Company may request the prior written consent of
  the Purchaser in respect thereto.

  
	
   

  	
   

  	
   

  
	
  6.4.2

  	
   

  	
  In that respect, each Seller undertakes to take all
  necessary measures or pass any necessary resolutions at the level of the
  Company in order to implement, or cause the compliance, as soon as possible
  following the date hereof and as the case may be, with the procedure set out
  in Article 6.4.1 above.

  
	
   

  	
   

  	
   

  
	
  6.5

  	
   

  	
  Remedy for breach of Covenants under
  Article 6.3

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In the event of a breach of the covenants listed in
  Article 6.3 above (a “Breach”), the following rules shall be
  applicable:

  
	
   

  	
   

  	
   

  
	
  (i)

  	
   

  	
  The Sellers shall cause the Company during a 10
  day-period, starting from the date of receipt of a notification of the Breach
  made to the Sellers by the Purchaser and ending no later than the Closing
  Date (the “Curing Period”), to take all necessary actions to remedy
  such Breach.

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  Should the Breach not be remedied following the end
  of the Curing Period the following shall be applied:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
   

  	
  In the case where the President of the Company has
  not convened a supervisory board of the Company in order to obtain its
  approval to take one or several actions provided in Articles 6.3 (i) to
  (xviii), so that the Sellers are able to seek the prior written consent of
  the Purchaser in accordance with Article 6.3 above, the Breach shall not
  entitle the Purchaser to benefit from any remedy from any of the Sellers
  pursuant to this Agreement (including for the avoidance of doubt any damages
  pursuant to a breach of a contractual obligation) or the right to
  terminate pursuant to Article 9.4 of this Agreement;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
  On the contrary in the case where (i) the President
  of the Company has convened a supervisory board of the Company in order to
  obtain its prior approval to take one or several actions provided in Articles
  6.3 (i) to (xviii), and (ii) (a) the supervisory board of the Company has not
  sought the prior written consent of the Purchaser in accordance with Article
  6.3 in granting an approval to the President of the Company in respect of
  such action(s), or (b) the supervisory board of the Company has sought the
  prior written consent of the Purchaser in accordance with Article 6.3, and
  the Purchaser has withheld or refused its consent (not unreasonably) and the
  supervisory board of the Company has not complied with the absence of consent
  of the Purchaser and has granted an approval to the President of the Company
  to perform such action(s), the Breach shall only entitle the Purchaser,
  should it be a material Breach (the “Material Breach”), to benefit
  from a remedy pursuant to Article 8.3 of the Agreement or, from a right
  to terminate the Agreement in accordance with Article 9.4 below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.6

  	
   

  	
  Access to information

  
	
   

  	
   

  	
   

  
	
  6.6.1

  	
   

  	
  The Purchaser and its representatives shall, upon
  reasonable written notice and during normal business hours, be granted access
  to senior management of the Company and to the books and

  




 22
 









 


	
  

  	
   

  	
  records of the Novasep Group Companies. Notwithstanding
  the above, the senior management of the Company shall only be obliged to
  comply with the obligations under this Article 6.6 to the extent that
  such compliance does not unreasonably impose on its normal day-to-day
  activities and does not result in any unreasonable out-of-pocket costs and
  expenses being incurred by any Novasep Group Company in doing so.

  
	
   

  	
   

  	
   

  
	
  6.6.2

  	
   

  	
  Without prejudice to the generality of the preceding
  paragraph, until the Closing Date, the Sellers shall use their reasonable
  efforts to ensure that the Novasep Group Companies take such actions as the
  Purchaser may reasonably require to grant sufficient access to information
  and to produce any documents as may be necessary to allow the repayment of
  the Refinanced Debt at Closing and to satisfy any documentary condition
  precedent under the Acquisition Financing Documents, provided that no
  liability, obligation or costs shall be assumed or incurred in any manner
  whatsoever pursuant to this Agreement by any of the Sellers in respect of the
  content of the information and/or documents to be provided by any of the
  Novasep Group Companies.

  
	
   

  	
   

  	
   

  
	
  6.7

  	
   

  	
  Relationships with Third Parties

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Prior to Closing, neither the Purchaser nor any of
  the Purchaser’s Affiliates will initiate or maintain contact with
  (specifically in relation to the business of the Company and/or the
  Subsidiaries), any lessor, licensor, client, customer, supplier, or other
  business associate of the Company and/or the Subsidiaries, without the
  Sellers’ prior written consent (such consent not to be withheld
  unreasonably).

  
	
   

  	
   

  	
   

  
	
  6.8

  	
   

  	
  Obligations of the Parties on or prior to
  Closing

  
	
   

  	
   

  	
   

  
	
  6.8.1

  	
   

  	
  The Parties undertake to procure that, at Closing,
  the Company and its Subsidiaries take all the necessary measures to pay to
  the Corporate Seller or its relevant Affiliate (the “Corporate Seller
  Entity”) or to the Bank Mendes Gans NV, as applicable, at Closing, any
  outstanding amounts (in principal amount and accrued interests) due by the
  Company under inter-company loans or under the Bank Mendes Gans NV cash
  pooling agreement as described in Schedule 6.8.1 (the “Payments
  Obligations”);

  
	
   

  	
   

  	
   

  
	
  6.8.2

  	
   

  	
  The Sellers undertake to procure and the Purchaser
  agrees and acknowledges that, prior to Closing, the Company and its
  Subsidiaries, as the case may be, take all the necessary measures to
  terminate, without any termination fees, indemnity or liability for the
  Company or its Subsidiaries, the Inter-Company Agreements other than payments
  which are made in the Ordinary Course of Business in execution of these
  Inter-Company Agreements. With respect to the insurance policies set forth in
  Schedule 6.8.2 of this Agreement, the Parties agree to cooperate with
  each other in order to cause the termination by the Novasep Group Companies
  of such insurance policies, as soon as practicable on or after the Closing
  Date.

  
	
   

  	
   

  	
   

  
	
  6.8.3

  	
   

  	
  The Purchaser and the Financial Investors will use
  their reasonable best efforts, to the extent possible in accordance with
  their respective powers, to (i) satisfy all conditions to draw down the funds
  to be paid at Closing under this Agreement to the Sellers or the Company or
  its Subsidiaries (i.e., Purchase Price and Refinanced Debt) and (ii) obtain
  all funds necessary under the Acquisition Financing Documents to enable the
  Purchaser to consummate the transactions contemplated by the Agreement, in
  each case on or before the Closing.

  
	
   

  	
   

  	
   

  
	
  6.8.4

  	
   

  	
  The Purchaser and the Financial Investors undertake
  to take all necessary measures to deliver at the latest on the Closing Date
  all necessary documents, certificates or other materials under

  




 23
 









 


	
  

  	
   

  	
  the Acquisition Financing Documents and to satisfy
  any and all conditions precedents, which are under its/their liability,
  provided for in the Acquisition Financing Documents.

  
	
   

  	
   

  	
   

  
	
  6.8.5

  	
   

  	
  In order to perform the Closing and in consideration
  of the amount of funds necessary to pay the Purchase Price and the Refinanced
  Debt, Gilde Buy-Out Partners SAS and Middle Market Fund III, acting severally
  and not jointly (“de manière non solidaire”),
  will procure that respectively, Gilde Buy Out Fund III B.V. and Gilde Buy-Out
  Fund III C.V. (and any co-investors invited by Gilde Buy Out Partners SAS) on
  the one hand and Middle Market Fund III on the other hand, will fund,
  directly or indirectly, at the date of Closing, the Purchaser with an amount
  of equity and quasi-equity, of, respectively, €75,000,000 for Gilde Buy Out
  Fund III B.V. and Gilde Buy-Out Fund III C.V. (and any co-investors invited
  by Gilde Buy Out Partners SAS) and to €15,000,000 for Middle Market III. It
  is expressly specified that the funding obligation of the Financial Investors
  under this Article 6.8.5 shall be automatically terminated if the Debt
  Financing is not made available to the Purchaser on the Closing Date for
  reasons other than a default of the Financial Investor 1 or Middle Market
  Fund III to provide the necessary funding or a default in satisfying a
  condition precedent, provided in the Acquisition Financing Documents, within
  their control.

  
	
   

  	
   

  	
   

  
	
  6.8.6

  	
   

  	
  From the date hereof, the Managers undertake not to
  exercise their right of first offer or tag along rights pursuant to the
  provisions of the Company’s current by-laws and the Corporate Seller
  undertakes not to exercise its drag along right pursuant to the provisions of
  the Company’s current by-laws.

  
	
   

  	
   

  	
   

  
	
  6.8.7

  	
   

  	
  The Purchaser undertakes to file, as soon as
  possible after the expiry of the option period provided under Article 2.4.2
  and in any event within (5) Business Days from the date thereof, a petition
  for the nomination of a contribution appraiser in the context of the
  contribution of the Contributed Manager Shares (the “Contribution”)
  and, as the case may be, of a commissaire
  aux avantages particuliers both in relation with the Contribution.
  As from the nomination of the contribution appraiser and the commissaire of avantages particuliers,
  as the case may be, the Purchaser and the Financial Investors undertake to
  fully cooperate with the above mentioned persons so as to allow them to
  fulfill their mission in relation with the Contribution.

  
	
   

  	
   

  	
   

  
	
  6.8.8

  	
   

  	
  The Purchaser and the Financial Investors undertake
  to take all necessary actions, such as without limitation the convening of a
  general meeting of shareholders of the Purchaser, to the extent possible in
  accordance with their respective powers, so that the Contribution shall be
  performed and completed on the Closing Date.

  
	
   

  	
   

  	
   

  
	
  6.8.9

  	
   

  	
  The Financial Investors undertakes to vote in favor
  of the Contribution and of the corresponding issuance of securities of the
  Purchaser, at the general meeting of shareholders of the Purchaser to be held
  at the latest on the Closing Date.

  
	
   

  	
   

  	
   

  
	
  6.8.10

  	
   

  	
  Schedule 6.8.10 sets out unexpired guarantees and
  other similar agreements which members of the Corporate Seller group or
  Corporate Seller bankers have entered into in relation to the obligations of
  members of the Novasep Group Companies and in respect of which the Corporate
  Seller wishes to be released by the respective third party or indemnified by
  the Purchaser (the “Corporate Seller Guarantees”). The Sellers shall
  cause the Novasep Group Companies to obtain as soon as practicable after the
  date of this Agreement, the release of the Corporate Seller Guarantees at the
  latest on the Closing Date. In the event any of the Corporate Seller
  Guarantees are not released prior to or at Closing, the Purchaser shall
  indemnify and hold harmless, and shall pay on first demand (provided a due
  and proper

  




 24
 









 


	
  

  	
   

  	
  justification for such payment is provided to the
  Purchaser), the relevant member of the Corporate Seller group or other Person
  in respect of any payments required to be made by the relevant member of the
  Corporate Seller group or other Person under such Corporate Seller Guarantee.

  
	
   

  	
   

  	
   

  
	
  6.9

  	
   

  	
  Non-Compete and non solicitation

  
	
   

  	
   

  	
   

  
	
  6.9.1

  	
   

  	
  Prior to the second anniversary of
  the Closing Date, the Sellers (save as for the Contributing Managers for the
  purpose of their investment in the Purchaser) undertake to the Purchaser not
  to, and undertake to cause their Affiliates not to, directly or indirectly,
  own, manage, operate, control, participate or have any interest in any Person
  that conducts, in France, in Germany, in the United Kingdom or in the United
  States of America, an activity which could compete with the Business of a
  Novasep Group Company as currently performed by the Novasep Group Companies
  as at the date hereof. For the purpose of this Article, “Business” shall mean
  any of the activity relating to production and purification of, development
  and sale of equipment related to the production of, intermediates and APIs
  for pharmaceutical, biopharmaceutical and industrial bio-tech industries.

  
	
   

  	
   

  	
   

  
	
  6.9.2

  	
   

  	
  For the avoidance of doubt, this
  Article 6.9 shall not prevent any of the Sellers or their Affiliates from :

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)  acquiring
  any equity or other ownership interest in a Person which conducts an activity
  which competes with the Business (a “Competing Business”), provided
  that such equity or interest does not exceed 25% ; or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)  acquiring
  any equity or other ownership interest in a Person which conducts a Competing
  Business to the effect that such Person becomes an Affiliate of the Sellers
  or its Affiliate, provided that such Competing Business represented no more
  than 25% of such Person’s consolidated sales in the last 12 full months prior
  to such acquisition; in the event that the Competing Business represents more
  than the 25% previously mentioned, the Sellers or its Affiliate will cause
  such Person to divest itself of the assets and operations in order for the
  Competing Business not to exceed such 25% threshold within 12 months
  following the acquisition of such Person by the Sellers or its Affiliate;

  
	
   

  	
   

  	
   

  
	
  6.9.3

  	
   

  	
  By exception to the foregoing, it is expressly
  agreed that this Article 6.9 shall not prevent the Corporate Seller to keep
  its current interest in its affiliates Chemetall GmbH (Germany) and Chemetall
  Corp. (USA) and their subsidiaries (collectively “Chemetall Group Companies” or individually a “Chemetall Group Company”) and shall not prevent the Chemetall Group
  Companies to continue and develop the operation of their business activities
  as they are presently conducted including, but not limited to the production,
  marketing and sale of lithium organics, cesium organics, magnesium organics
  and other lithium, cesium and magnesium based products; Chemetall Group Companies currently do not
  produce, market or sell organic APIs for pharmaceutical, biopharmaceutical
  and industrial bio-tech industries but, however, produce, market or sell
  lithium, cesium and magnesium organics and other lithium, cesium and
  magnesium based products to the pharmaceutical, biopharmaceutical and
  industrial bio-tech industries for API production purposes. Furthermore, Chemetall Group Companies produce, market or
  sell inorganic APIs to the pharmaceutical, biopharmaceutical and industrial
  bio-tech industries, e.g. pharmaceutical grade lithium carbonate is used for
  treatment of manic depression.

  




 25
 









 


	
  

  	
   

  	
   

  
	
  6.9.4

  	
   

  	
  For a period of two (2) years from
  the Closing Date, the Sellers undertake not to, and procure that their
  Affiliates will not, employ, hire or appoint (including as a consultant) any
  of the executives or directors of the Company and the Subsidiaries, unless
  such person shall have ceased to be employed by the Company or the Subsidiaries
  at least six months prior to the time such employment is made, it being
  agreed that nothing in this Article 6.9.4 shall prevent the Sellers or its
  Affiliates from employing any executive or director of the Company or its
  Subsidiaries (other than any member of the executive committee as listed in
  Schedule 6.9.4) who has contacted the Sellers or such Affiliate on his or her
  own initiative without any direct or indirect solicitation (other than
  general solicitations of employment published in newspaper not specifically
  directed at such executives) by or
  encouragement from the Sellers or such Affiliate.

  
	
   

  	
   

  	
   

  
	
  6.10

  	
   

  	
  Environmental Actions

  
	
   

  	
   

  	
   

  
	
  6.10.1

  	
   

  	
  Leverkusen Environmental Actions prior to Closing

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
   

  	
  Except as provided otherwise in Article 6.10.2
  below, the Parties agree that there will be no ground soil testing on any of
  the sites of Leverkusen, during a 36-month period following Closing. However,
  it is agreed that, as soon as practicable and prior to the Closing Date, URS,
  the environmental adviser of the Purchaser, will be entitled to (i) obtain
  groundwater samples from ten (10) of the existing site wells located on the
  sites of Leverkusen (the “Leverkusen Sites”), such location to be
  jointly agreed between URS and ERM (provided however that ERM shall not
  unreasonably withhold or delay its agreement), the environmental adviser of
  the Sellers, and (ii) conduct chemical analyses on such groundwater samples,
  such analyses to be performed in accordance with the same chemical parameters
  as the ones applied in the Gerling Report of 2003 on soil samples, as
  attached in the Documentation Schedule (the “Leverkusen Environmental
  Actions”). It is also agreed between the Purchaser and the Sellers that,
  should URS provide ERM, the Purchaser and the Sellers with reasonable proofs
  that an existing groundwater well is not enabling testing for CHC in the near
  surface aquifer, then URS may be entitled, at the Purchaser’s expenses, to
  install, under the supervision and following the agreement of ERM (such
  agreement not be unreasonably withheld or delayed), a duplicate monitoring
  well allowing for groundwater sampling with regard to CHC testing. The
  Parties shall procure that the results of the Leverkusen Environmental
  Actions be completed and provided in a report to be jointly issued by URS and
  ERM to the Purchaser and the Sellers during the week starting Monday 18
  December, 2006 and in any event no later than on Friday 22 December, 2006
  (the “Leverkusen Report”);

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
  If the Leverkusen Report concludes that the
  Leverkusen Environmental Actions have revealed, at the time of such actions,
  an Environmental Contamination which requires reporting to a Governmental
  Authority and which would result in remediation actions required by such
  Governmental Authority (the “Remediation Actions”), the Sellers
  undertake to indemnify the Purchaser, in accordance with the principles set
  out in Schedule 8.3 of this Agreement, up to the amount of any actual cost
  incurred by the relevant Novasep Group Company as a result of such Remediation
  Actions, provided however that the Purchaser and the Sellers agree jointly,
  prior to any Remediation Action, the amount of expected costs to be incurred
  in order to perform Remediation Actions satisfactory to the relevant
  Governmental Authority (the “Expected Costs”). If for any reasons, the
  Sellers and the Purchaser cannot agree on the amount of Expected Costs, they
  agree to appoint an independent environmental expert acting as a “tiers arbitre” in accordance with Article 1592 of the
  French Civil Code to finally determine

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  




 26
 









 


	
  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  the amount of Expected Costs. The Parties agree that
  the maximum indemnification amount to be granted to the Purchaser pursuant to
  this paragraph (b) shall be limited to the actual cash outflows (for the
  avoidance of doubt, after deduction of payments made by the insurance
  companies to the relevant Novasep Group Companies in respect thereto)
  incurred by the relevant Novasep Group Company out of the Expected Costs (the
  “Actual Costs”);

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
   

  	
  The Parties agree that the Leverkusen Environmental
  Actions will be the only testing permitted on the groundwater of the
  Leverkusen Sites and that (i) should the Leverkusen Report reveal that there
  is no Environmental Contamination or (ii) should the Purchaser decide not to
  exercise its right to indemnification pursuant to (b) above and in accordance
  with Article 8.3, the Leverkusen Environmental Actions and the Leverkusen
  Report shall be treated as an exception to the Sellers Representations and
  shall be deemed to be treated in accordance with and pursuant to Article
  1.3.12(a) of Schedule 8.3.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.10.2

  	
   

  	
  The Purchaser agrees that, during a 36-month period
  following Closing, it shall not, and shall cause the Novasep Group Companies
  not to, initiate, conduct or authorize any sampling and analysis of surface
  or subsurface soil or water or any environmental (pollution, ecological
  issues, health and safety matters) site investigation at any of the Real
  Estate (collectively, the “Environmental Action”), except for any such
  Environmental Action (i) required by a Governmental Authority, (ii)
  undertaken with the express written consent of the Seller, (iii) resulting
  from an Existing Monitoring Action, it being provided that for the purpose of
  this (iii) Existing Monitoring Actions are expressly permitted, or (iv)
  undertaken on the site of Seripharm in Le Mans, it being provided that for
  the purpose of this (iv) only drilling and sampling activities of surface and
  subsurface soil shall be contemplated in the Environmental Action (the “Seripharm
  Environmental Action”); provided, however, in the event of
  (i) above, the Company shall notify the Sellers prior to the commencement of
  any Environmental Action and shall provide the Sellers with written notice
  (the “Environmental Action Notice”) describing in reasonable detail,
  provided the Purchaser and the concerned Novasep Group Company have been
  provided with such information : (1) the specific Environmental Action to be
  taken; (2) the reasons for conducting such Environmental Action; (3) the Real
  Estate on which such Environmental Action will be conducted; and (4) the
  Person conducting the Environmental Action.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If the Environmental Action is being conducted
  pursuant to or in connection with an investigation by or at the order or
  request of a Governmental Authority, the Purchaser shall provide to the
  Sellers copies of all correspondence between the Governmental Authority and
  the relevant Novasep Group Company relating to such Environmental Action. The
  relevant Novasep Group Company and the Purchaser shall respond within
  reasonable delays to any requests for further information by the Sellers
  regarding the proposed Environmental Action.

  
	
   

  	
   

  	
   

  
	
  6.10.3

  	
   

  	
  If the Purchaser or any of the Novasep Group Company
  fails to comply with Article 6.10.2, the Purchaser shall not be entitled
  to indemnification pursuant to Article 8.3 of this Agreement for any Net
  Losses arising out or in connection with any of the Environmental Action, up
  to the amount of such Net Losses that directly results from, or is increased
  by, any breach or non compliance of Article 6.10.2 by the Purchaser or
  the relevant Novasep Group Company or their directors, employees, agents or
  respective representatives.

  
	
   

  	
   

  	
   

  
	
  6.10.4

  	
   

  	
  The Parties agree that, as soon as possible from the
  date hereof, they will cause the Company, with the assistance of their
  respective advisers, to prepare and send a letter, in terms mutually

  




 27
 









 


	
  

  	
   

  	
  agreed between the Parties, to the locally competent
  DRIRE, in order to seek clarifications on the potential liabilities of the
  Novasep Group Companies as operator of the Pompey site. It is agreed that any
  liability of the Novasep Group Companies arising out in connection with this
  Article 6.10.4 will be indemnified in accordance with Article 8.3 of this
  Agreement.

  
	
   

  	
   

  	
   

  
	
  6.10.5

  	
   

  	
  It is agreed that, as a result of the voluntary
  change by the relevant Novasep Group Company of use or purpose from
  industrial/commercial to another use of the relevant Real Estate or as a
  result of a voluntary shutdown, closing, abandonment or cessation by the
  relevant Novasep Group Company of a plant or facility at the relevant Real
  Estate, the Purchaser shall not be entitled to indemnification pursuant to
  Article 8.3 of this Agreement for any Net Losses arising out or in connection
  with any Government Authority required Environmental Action resulting from
  the voluntary actions.

  
	
   

  	
   

  	
   

  
	
  6.10.6

  	
   

  	
  It is agreed that Articles 6.10.2, 6.10.3 and 6.10.5
  do not prevent any voluntary shutdown, closing or cessation by any Novasep
  Group Company of its business operation at the Troisdorf site and such
  shutdown, closing or cessation shall not affect in any manner whatsoever the
  rights of the Purchaser under Article 8.3 of this Agreement or otherwise.

  
	
   

  	
   

  	
   

  
	
  6.11

  	
   

  	
  Post Closing Covenants of Purchaser

  
	
   

  	
   

  	
   

  
	
  6.11.1

  	
   

  	
  Pursuant to German Old-Age
  Part-Time Law, an employer has to provide a collateral for the actual benefit
  receivables of the respective employees. Corporate Seller has entered into a
  basic agreement with Commerzbank (the “Basic Agreement”) which agreed
  to issue a respective guarantee to all participating employees (such
  guarantee to be updated on a quarterly basis). DNES has joined this Basic
  Agreement (the “Joinder Agreement”). At present, the amount guaranteed
  by Commerzbank related to DNES employees is approx. €120,000. The maximum
  amount to be guaranteed by Commerzbank related to DNES employees is, based on
  Corporate Seller’s current knowledge, expected to be approx. €250,000. The
  Purchaser undertakes to procure that, within six months from the Closing
  Date, DNES terminates the Joinder Agreement and its participation in the
  collateral provided by the Corporate Seller, provided no additional costs or
  penalties are to be paid by DNES pursuant to the Joinder Agreement and/or the
  Basic Agreement.

  
	
   

  	
   

  	
   

  
	
  6.11.2

  	
   

  	
  The Purchaser shall cooperate fully and shall cause
  the Novasep Group Companies to cooperate fully with the Corporate Seller with
  respect to any request of documentation or information which might be necessary
  to the Corporate Seller for the purposes of its fourth quarter and year-end
  financial reporting obligations towards its Affiliates (the “Reporting
  Obligations”). To that effect, the Corporate Seller shall send a written
  request to the Purchaser and the Company setting out its request relating to
  its Reporting Obligations in reasonable details (the “Corporate Seller
  Request”). Within ten (10) Business Days following the receipt of the
  Corporate Seller Request, the Purchaser shall and shall cause the relevant
  Group Novasep Companies to provide, as far as it is reasonably possible, the
  relevant answers and documentation to the Corporate Seller. It is agreed that
  any costs incurred by the auditors of the Novasep Group Companies as a result
  of the Corporate Seller Requests will be borne by the Corporate Seller.

  
	
   

  	
   

  	
   

  
	
  6.11.3

  	
   

  	
  Regarding IT licences and services provided to
  Novasep Group Companies under Rockwood group agreements or similar group or
  frame agreements by suppliers such as Microsoft, IBM, SAP, Symantec, Oracle,
  EDS or AT&T, the Parties agree to handle these potential carve-out issues
  as a joint project to be started as soon as practicable after the date
  hereof. External costs

  




 28
 









 


	
  

  	
   

  	
  or penalties, if any, incurred by Novasep Goup
  Companies, will be equally shared between the Sellers and the Purchaser.

  
	
   

  	
   

  	
   

  
	
  6.11.4

  	
   

  	
  It is agreed between the Parties that, as a result
  of contractual obligations existing between the Corporate Seller and GEA
  Group AG relating to DNES, DNCSP, Finorga and Dynamic Synthesis GmbH (the “Historic
  Dynamic Synthesis Companies”) pursuant to the share purchase agreement
  entered into between the Corporate Seller and GEA Group AG on April 19, 2004
  (the “GEA SPA”) and pursuant to the rights of the Corporate Seller as
  beneficiary of representations and warranties granted by GEA Group AG in the
  GEA SPA, the Corporate Seller shall be entitled, following the Closing Date,
  to (i) request to the Historic Dynamic Synthesis Companies, any and all
  reasonably necessary information and documentation relating to tax fields
  audits for periods starting January 1, 2001 until July 2004 and more
  generally to (ii) request any and all reasonably necessary documentation and
  information for the Corporate Seller, in order to exercise its rights of
  indemnification under the GEA SPA and (iii) to participate, as the case may
  be, in such tax fields audits; provided however that compliance with this
  Article 6.11.4 does not unreasonably impose on its normal day-to-day
  activities and does not result in any unreasonable out-of-pocket costs and
  expenses being incurred by the Historic Dynamic Synthesis Companies in doing
  so. In respect of the above, the Purchaser undertakes to cause the Historic
  Dynamic Synthesis Companies to provide all reasonably necessary documents and
  information as may be requested by the Corporate Seller under (i) and (ii)
  above. It is agreed that the above obligations shall lapse upon the last
  expiry date of the guarantees covered under the GEA SPA.

  
	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  ACTIONS TO BE PERFORMED RELATING TO THE STOCK
  OPTIONS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Stock Option Holders pursuant to the stock
  options plans, relating to the Class B shares as approved by the general
  meeting of the shareholders of the Company on 14 September 2005 (the “Stock
  Options Plans”) commit to renounce, at the latest on the Closing Date, to
  their stock options which will be cancelled thereafter.

  
	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  REPRESENTATIONS AND WARRANTIES OF THE PARTIES
  AND INDEMNIFICATION

  
	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Representations and Warranties of the Sellers

  
	
   

  	
   

  	
   

  
	
  8.1.1

  	
   

  	
  Except as set forth in the disclosure letter
  delivered by the Sellers to the Purchaser on the date hereof (the “Sellers
  Disclosure Letter” as attached in Exhibit 8 of this
  Agreement), the Sellers make to the Purchaser on an individual basis the
  representations set out in Schedule 8.1.1 (the “Sellers
  Representations”). A documentation schedule is attached in Exhibit 8
  Bis to this Agreement for information purposes only (the “Documentation
  Schedule”).

  
	
   

  	
   

  	
   

  
	
  8.1.2

  	
   

  	
  Except as set forth in the Sellers Disclosure Letter
  or in this Agreement, the Corporate Seller and each of the Manager make the
  representations and warranties respectively set forth in Schedule 8.1.1 to
  the Purchaser as of the date hereof and/or as of the Closing Date, as the
  case may be; provided, however, that any representation or warranty made as
  of a specific date is deemed to be made only as of such date. The Sellers are
  acting severally (de façon non-solidaire)
  and not jointly under this Agreement, and nothing in this Section may be
  constructed or interpreted so that the Sellers would act otherwise.

  
	
   

  	
   

  	
   

  
	
  8.1.3

  	
   

  	
  If, between the date hereof and the Closing Date,
  any new event shall occur or new matter shall arise which would (to the
  knowledge of the Sellers) render any of the Sellers

  




 29
 









 


	
  

  	
   

  	
  Representations untrue or inaccurate as of the
  Closing Date, the Sellers shall notify the Purchaser in writing with
  sufficient detail to provide reasonable and fair disclosure to the Purchaser
  of the disclosed new event or matter prior to the Closing Date and, provide
  to the Purchaser with a reasonable estimate of the Loss that may arise out of
  such disclosed new event or matter (the “Estimate”). It is understood
  that a succession of similar events or facts having a similar source or
  origin shall be considered as one single new event for the purposes of the
  calculation of the Estimate.

  
	
   

  	
   

  	
   

  
	
  8.1.4

  	
   

  	
  If the Estimate of all new events or new matters to
  be disclosed by the Sellers to the Purchaser between the date hereof and the
  Closing Date in compliance with the above Article 8.1.3 :

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
   

  	
  exceeds an amount of €20,000,000 (a “Material New
  Event”), the Sellers and the Purchaser shall have the option to terminate
  this Agreement in compliance with Article 9.4, it being acknowledged
  that if none of the Sellers nor the Purchaser exercise such right to
  terminate, any such Material New Event shall be treated as an exception to
  the Sellers Representations and shall be deemed to be included in and to be
  an addition to the Sellers Disclosure Letter and shall be treated in
  accordance with and pursuant to Article 1.3.12 (a) of Schedule 8.3. It
  is expressly agreed that the Remediation Actions described in Article
  6.10.1(a) shall under no circumstances be considered as a Material New Event
  allowing the Sellers and the Purchaser to terminate the Agreement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
  does not exceed an amount of €1,500,000 (an “Exempt
  New Event”), such Exempt New Event shall be treated as an exception to
  the Sellers Representations and shall be deemed to be included in and to be
  an addition to the Sellers Disclosure Letter and shall be treated in
  accordance with and pursuant to Article 1.3.12 of Schedule 8.3.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
   

  	
  exceeds an amount €1,500,000 and is below
  €20,000,000 (a “Normal New Event”), such Normal New Event shall not be
  treated as an exception to the Sellers Representations and shall not be
  deemed to be included in nor to be an addition to the Sellers Disclosure
  Letter and shall not be treated in accordance with and pursuant to
  Article 1.3.12 of Schedule 8.3. For the purpose of this Agreement,
  the Parties agree that the notification by the Sellers to the Purchaser of a
  Normal New Event under this Article shall be deemed to constitute a Notified
  Claim as of the Closing Date by the Purchaser in respect of such Normal New
  Event for which the Sellers accept to be liable in accordance with the terms
  of this Agreement.

  
	
   

  	
   

  	
   

  
	
  8.1.5

  	
   

  	
  The Purchaser acknowledges that prior to entering
  into this Agreement, it, along with its advisers, was allowed access to
  documents and information made available to them by the management of the
  Sellers and of the Company, or during management meetings and presentations
  and in a Data Room reserved for this purpose containing financial, accounting
  and legal information on the Business and was allowed to ask questions
  relating to the activities of the Novasep Group Companies to which oral or
  written answers have been provided (the documents, facts, events, written
  answers to questions or other written information concerning the business
  and/or the Novasep Group Companies contained in the Q&A Sheet or having
  been provided by the management of the Sellers and of the Company, and the
  VDD Reports with the exclusion of the Data Room, being hereafter collectively
  referred to as the “Information Documents”).

  



 



 30
















8.1.6                        The
Purchaser hereby declares that the Information Documents were taken into
account in the terms and conditions of this Agreement.


8.2          Representations
and Warranties of the Purchaser


The Purchaser makes to the
Sellers the representations set out in Schedule 8.2 (the “Purchaser
Representations”).


8.3          Indemnification


Schedule 8.3 sets forth (a) the principles and procedures
for indemnification with respect to the Sellers Representations set out
respectively in Schedule 8.1.1 and (b) the limitations on the liability of the
Sellers.


9                                         GENERAL
PROVISIONS


9.1          Expenses


9.1.1                        Except as
otherwise specified in this Agreement, all costs and expenses, including, fees
and disbursements of counsel, financial advisers and accountants, incurred in
connection with this Agreement and the transactions contemplated by this
Agreement shall be paid by the Party incurring such costs and expenses, whether
or not the Closing shall have occurred.


9.1.2                        The
Corporate Seller, the Selling Managers and the Purchaser agree that any third
parties’ fees or costs incurred in relation to the preparation of the
Information Memorandum, the Data Room, or the VDD Reports as well as in
relation to the study and preparation of the introduction to public offering of
the shares of the Company or disposal/transfer of shares of the Company, shall
be exclusively borne by the Corporate Seller and the Selling Managers, which
agree to hold the Company and the Subsidiaries harmless for any amounts paid or
to be paid by them in connection therewith, such costs to be paid by each
relevant Party upon Closing.


9.2          Represented
Managers Agent


9.2.1                        Each of
the Represented Managers hereby appoints Mr. Roger-Marc Nicoud (the “Agent”),
with effect as of the date of this Agreement, as their duly authorized attorney-in-fact,
who accept this appointment, in order to take any action or omit to take any
action, to exercise any right or perform any obligation, receive all notices,
and other documents, to receive and distribute any payments, to give all
consents, to handle, dispute, settle or otherwise with any and all claims
against the Represented Managers under this Agreement and, more generally, to
exercise the rights and fulfill all obligations of the Represented Managers on
their behalf under this Agreement and as further described in Schedule 9.2.1.
The Agent shall be entitled to be reimbursed by the Represented Managers, for
all reasonable costs and expenses incurred by them in such capacity pro rata to
their share of the Managers Purchase Price. The Agent and its successors may at
any time notify the Purchaser and the Sellers that it does not wish to act as
Agent for all or part of the Represented Managers. Each of the Represented
Managers will also designate a deputy agent which will act as Agent in the
event of an incapacity of the Agent to fulfill its obligations under this
Agreement (the “Deputy Agent”), it being understood in such case that
the Deputy Agent will have to adhere to this Agreement and undertake to perform
all duties and obligations of the Agent pursuant to this Agreement as remaining
at the date of adherence.



 31
 









9.2.2                        The
Parties hereto expressly acknowledge that any such action taken or omitted,
right exercised or obligation performed by the Agent shall be binding on all
the Represented Managers.


9.2.3                        The
appointment of the Agent shall in no manner release any of the Represented
Managers from any of their respective obligations under this Agreement.


9.2.4                        Save in
cases of gross negligence or wrongful misconduct, the Agent shall bear no
liability whatsoever, neither to the Represented Managers nor to the Purchaser
in its capacity as Agent under this Agreement.


9.3          Notices


All notices, requests,
claims, demands and other communications hereunder shall be in writing and
shall be given or made (and shall be deemed to have been duly given or made
upon receipt) by delivery in person, by an internationally recognized overnight
courier service, by facsimile or registered or certified mail (postage prepaid,
return receipt requested) to the respective Parties at the following addresses
and marked for the attention of the following individuals (or at such other
address and to such other individual for a Party as shall be specified in a
notice given in accordance with this Article 9.3):


9.3.1        if to the Sellers and,
prior to the Closing, the Company:


attention: Frédéric Beaupré, c/o Groupe Novasep SAS,
boulevard de la Moselle, Site Eiffel, 54340 (Pompey), France, Fax:
+33.3.83.49.71.40; and


attention: Udo Pinger, c/o Rockwood Specialties Group
GmbH, Königsberger Strasse 1, D-60487 Frankfurt am Main, Germany, Fax: +49 69
7165 5693.


9.3.2        if to the Purchaser:


attention: Paul Bekx, c/o Financière Ginova, 55, bd
Pereire, 75017 Paris, France, Fax: +33.1.55.04.15.16 ; with copy to (i)
Gilde Buy-Out Partners SAS, Attn. : Paul Bekx, Fax :
+33.1.40.98.05.18, (ii) Gilde Buy-Out Partners BV, Attn. : Paul Bekx,
Fax : +31.30.219.25.30 and (iii) White & Case LLP, Attn: François
Leloup, Fax: +33.1.55.04.15.16.


9.4          Termination


9.4.1        Termination Events


This
Agreement may be terminated:


(a)                  by any Party by
mutual consent of the Sellers and the Purchaser;


(b)                 by either Party
in accordance with and subject to Article 5.5;


(c)                  by either the
Purchaser or the Sellers, by giving written notice of such termination to the
other Party (provided that the terminating Party is not in material breach of
its obligations under this agreement) if the Closing shall not have occurred on
or before (i) December 31, 2006 or (ii) January 31, 2007, should the
Closing has not occurred on or before December 31, 2006 as a result of (a) the
non satisfaction of the conditions precedent referred to in Article 4.2.1 of
this Agreement for external reasons outside the 



 32
 









                                Purchaser’s exclusive
control or (b) the non occurrence of the Closing as a result of the lack of ability
of the financing banks to perform the necessary funds flows at Closing due to
the shutdown of the financing banks back offices between December 25, 2006
and December 31, 2006 ((i) or (ii) being referred to as the “Termination
Date”);


(d)                 by the Purchaser
in case of a Material Breach as provided in Article 6.5.1 (i) (b) of this
Agreement; and/or


(e)                                  by the Sellers or the Purchaser in case of
the occurrence of a Material New Event as described in Article 8.1.4(a) of this
Agreement.


9.4.2        Effect of Termination


The
right to terminate this Agreement pursuant to this Article 9.4, does not
prevent Parties to rely on other rights and remedies granted by this Agreement.


If this Agreement is
terminated pursuant to this Article 9.4 all further obligations of the Parties
under this Agreement shall terminate, except that the obligations set out in
Articles 9.5 (Confidentiality and Public Disclosure), 9.1 (Expenses), 9.12
(Governing Law) and 9.13 (Jurisdiction) shall survive.


9.5          Confidentiality
and Public Disclosure


9.5.1                        The
Parties shall treat as confidential and shall not disclose the provisions of
this Agreement and any agreement entered into pursuant to this Agreement save
where otherwise expressly permitted by another agreement entered into between
the Parties.  Prior to the Closing Date,
the Purchaser shall treat as confidential and not disclose or use information
received or obtained in respect of the Sellers, the Company and any other
Novasep Group Company, except to the benefit of its finance providers and prospective
co-investors in respect of the acquisition contemplated herein, and the Sellers
shall treat as confidential and not disclose or use information received or
obtained in respect of the Purchaser. 
Following the Closing Date, the Sellers shall not and shall cause their
Affiliates not to, communicate or divulge to any Person and/or make use or
permit the use of any confidential information concerning the Company and its
business.  Notwithstanding the foregoing,
each Party may disclose or use confidential information referred to in this
Article 9.5.1 to the extent that:


(i)                                     the
disclosure or use is required by Law, any Governmental Authority or the rules
and regulations of any recognized stock exchange, pursuant to a subpoena or
otherwise in connection with any judicial or administrative proceeding
(including, in response to oral questions, interrogatories or requests for
information or documents);


(ii)                                  the
disclosure or use is required to vest the full benefit of this Agreement in
Sellers or the Purchaser, as the case may be;


(iii)                               the
disclosure is made to employees who need to know such information or
professional advisers of the Sellers or the Purchaser who, in each case, agree
to keep the information confidential; or


(iv)                              the
information is public at the date of this Agreement or becomes publicly
available thereafter (other than in breach of this Agreement);



 33
 









provided that prior to
disclosure or use of any information in accordance with (i) to (iv) above
(except in the case of disclosure to a Tax authority), the Party concerned
shall promptly notify the other Party of such requirement with a view to
providing the other Party with the opportunity to contest such disclosure or
use or otherwise to agree the timing and content of such disclosure or use.


It is expressly agreed that
if this Agreement should be voided or terminated, this Article 9.5.1 shall
remain in force.


9.5.2                        Notwithstanding
Article 9.5.1, the Parties will cooperate to prepare and agree a joint
press release to be made on or about the date of this Agreement with respect to
the transactions contemplated by this Agreement. No other press release, notice
or disclosure to any Person or other communication concerning the transactions
contemplated by this agreement, whether prior to or subsequent to the Closing,
shall be issued, given, made or otherwise disseminated by any Party, officers,
directors, employees or representatives without the prior written approval of
the other Party (such approval not to be unreasonably withheld or delayed), except
that each Party shall be entitled, without obtaining written approval from the
other Party, to make any disclosures (i) required by applicable Laws, (ii)
required by any court of competent jurisdiction or in connection with any
filings made to any court of competent jurisdiction or in connection with any
litigation proceedings, or (iii) required by the rules and regulations of any
competent stock exchange.


9.6          Severability


If any term or other
provision of this Agreement is invalid, illegal or incapable of being enforced
by any Law or public policy, all other terms and provisions of this Agreement
shall nevertheless remain in full force and effect. Upon such determination
that any term or other provision is invalid, illegal or incapable of being
enforced, the Parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the Parties as closely as
possible in an acceptable manner in order that the transactions contemplated by
this Agreement are consummated as originally contemplated to the greatest
extent possible.


9.7          Entire
Agreement


This Agreement (and the
document referred to herein) constitute the entire agreement of the Parties
with respect to the subject matter hereof and thereof and supersede all prior
agreements and undertakings, both written and oral, between the Sellers and the
Purchaser with respect to the subject matter hereof and thereof.


9.8          Assignment


Except as provided
hereafter, this Agreement may not be assigned by operation of Law or otherwise
without the express written consent of the Sellers and the Purchaser (which
consent may be granted or withheld in the sole discretion of the Sellers or the
Purchaser), as the case may be.


Notwithstanding the above,
the Parties agree that the Purchaser will be able to, as a guarantee, delegate
or assign pursuant to an assignment of receivables or pledge, to the benefit of
any financing providers delivering the Debt Financing, the amount of all
indemnifications which shall be due and payable by the Sellers to the Purchaser
pursuant to Schedule 8.3 of this 



 34
 









Agreement. The Sellers
undertake to comply promptly, upon request of the Purchaser, with all acts
which will permit to organize such delegation or assignment of receivables.


The Parties agree that,
subject to the prior written consent of the Purchaser (which shall not
unreasonably withheld), the Managers can carry out, prior to the Closing Date,
any donation or transfer of part of their Managers Shares to the benefit of
their spouse or children of age or to the benefit of any holding company
controlled by said Manager (it being specified that the minority shareholders
of said holding company shall be the spouse and/or children of age of said
Manager and that the relevant Manager shall act as legal representative of the
holding company), provided however that the beneficiary of such donation
or transfer undertakes prior to such donation or transfer to comply with the
same rights and obligations as the Manager under this Agreement and that the
relevant Manager remains jointly liable of the due performance by the
beneficiary of this donation or transfer of his rights and obligations under
this Agreement.


9.9          Amendment


This Agreement may not be
amended or modified except by an instrument in writing signed by all the
Parties.


9.10        Waiver


Any Party may (a) extend the
time for the performance of any of the obligations or other acts of the other
Parties, (b) waive any inaccuracies in the representations and warranties of
the other Parties contained herein or in any document delivered by the other
Parties pursuant hereto or (c) waive compliance with any of the agreements of
the other Parties or conditions to such other Parties’ obligations contained
herein.  Any such extension or waiver
shall be valid only if set forth in an instrument in writing signed by the
Party to be bound thereby.  Any waiver of
any term or condition shall not be construed as a waiver of any subsequent
breach, a subsequent waiver of the same term or condition, or a waiver of any
other term or condition of this Agreement. 
The failure of any Party to assert any of its rights hereunder shall not
constitute a waiver of any of such rights.


9.11        No
Third Party Beneficiaries


This Agreement shall be
binding upon and inure solely to the benefit of the Parties and their
respective successors and permitted assigns and nothing herein, express or
implied, is intended to or shall confer upon any other Person any legal or
equitable right, benefit or remedy of any nature whatsoever, including any
right to employment or continued employment, under or by reason of this
Agreement.


9.12        Governing
Law


This Agreement shall be
governed by, and construed in accordance with, French Law.


9.13        Jurisdiction


9.13.1      Amicable dispute
resolution


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 as follows:



 35
 









(i)                                     any
dispute shall, within fifteen (15) Business Days following the sending by
either Party to the other of a notice of a dispute, be referred to the
following senior managers from the Sellers and the Purchaser respectively: Mr.
Tom Riordan and Mr. Roger-Marc Nicoud for the Sellers and Mr. Paul Bekx for the
Purchaser, or any person they may designate.


(ii)                                  Absent
any mutual agreement as to the settlement of a dispute in accordance with
Article 9.13.1, the dispute shall be finally settled in accordance with Article
9.13.2.


9.13.2      Disputes


Without prejudice of Article 9.13.1, all
disputes arising out of or in connection with this Agreement and in particular
concerning its interpretation or performance shall be submitted to the
Commercial Court of Paris.


9.14        Language


This Agreement is drawn up
in the English language. If this Agreement is translated into another language,
the English language text shall, in any event, prevail.


Signed in Paris,


On November 29, 2006,


In eleven (11) original
copies.



 36
 









 


	
  /s/
  UDO PINGER

  _____________________________

  Rockwood
  Specialties Group GmbH

  Represented
  by Mr. Udo Pinger

  	
  /s/
  PAUL BEKX

  ______________________________

  Financière
  Ginova SAS

  Represented
  by Mr. Paul Bekx

  
	
   

  /s/
  PAUL BEKX

  _____________________________

  Gilde
  Buy Out Partners SAS

  Represented
  by Mr. Paul Bekx

  	
   

  /s/
  CHRISTINE MARIETTE

  ________________________________

  Middle
  Market Fund III FCPR

  Represented
  by Mrs. Christine Mariette

  
	
   

  /s/
  PIERRE HILAIREAU

  _____________________________

  Pierre
  Hilaireau

  	
   

  /s/
  PIERRE HILAIREAU

  ________________________________

  Stonedge
  S.à.r.l

  Represented
  by Mr. Pierre Hilaireau 

  
	
   

  /s/
  PIERRE HILAIREAU

  _____________________________

  Ulysse
  Consult S.à.r.l

  Represented
  by Mr. Pierre Hilaireau

  	
   

  /s/
  PIERRE HILAIREAU

  _____________________________

  Henri
  Colin

  Represented
  by Mr. Pierre Hilaireau

  
	
   

  /s/
  ROGER-MARC NICOUD

  ____________________________

  Each
  persons listed in Schedule 2

  Represented
  by Mr. Roger-Marc Nicoud

  	
   

  



 



 37
















SCHEDULE 1.1


DEFINITIONS


1.                                      For the purpose
of this Agreement:


“Acquisition Financing Documents” means the senior and mezzanine
financing agreements to be entered into between the Purchaser and the finance
providers, in compliance with the commitment letter and the interim facility
letter attached hereto under Exhibit 1.1.


“Agreement” means this share purchase agreement and all
Schedules and Exhibits to this Agreement, as the same may be amended or
supplemented from time to time in accordance with the terms of this agreement;


“Affiliate” means with respect to any Person, any other Person
directly or indirectly controlling, controlled by or under common control with
such Person;


“Business Days” means any day (other than Saturday) upon which
banks are open for business in the United Kingdom, the United States, Germany
and France;


“Concerted
Action” means any concerted action between two or more persons pursuant to
agreements, understandings or otherwise for the purposes of acquiring or
selling voting rights or for the purpose of exercising the voting rights in
order to enforce a policy towards an Entity. For the purposes hereof, a
concerted action will be deemed to exist between or among any: (i) Entity and
the chairman of its board, its executive directors, members of its management
board, its managers, (ii) Entity and the Entities it Controls or (iii) Entities
which are Controlled by the same Person;


“Control”
or “Controlled” or “Controlling” means control when an Entity (or
several Entities under a Concerted Action): (i) holds directly or indirectly
part of the share capital of another Entity granting the majority of the voting
rights in the general meeting of shareholders of such Entity; (ii) holds
directly or indirectly the majority of the voting rights in the general meeting
of shareholders of another Entity pursuant to an agreement, understanding or
throughout a Concerted Action with other shareholders of such Entity; (iii) has
the ability to determine de facto
decisions at the general meeting of shareholders by using the voting rights it
holds in such Entity; (iv) exercises a dominant influence by virtue of
particular relationships with another Entity; or (v) has the power, whether
through voting rights or pursuant to an agreement and, whether directly or indirectly
to appoint more than half of the members of the board of another Entity. An
Entity is also deemed to control another Entity when it has, directly or
indirectly, more than 40% of the voting rights and if there is no other
shareholder holding more than 40% of the voting rights;


“Corporate
Seller Purchase Price” means the aggregate purchase price to be paid to the
Corporate Seller corresponding to the Purchase Price Per Share multiplied by
the Corporate Seller Shares;


“Debt Financing” means the bank and mezzanine facilities in an
aggregate principal amount of €310,000,000 to be provided to the Purchaser by
finance providers in accordance with the



 38
 









Acquisition Financing Documents, for the purpose of financing, inter alia, of part of the Purchase Price,
of the repayment of the Refinanced Debt and of the acquisition costs;


“Documentation Schedule” means the documentation schedule
attached hereto, dated the date hereof, delivered by the Sellers to the
Purchaser on the date hereof in connection with this Agreement;


“Duration Period” means the First Duration Period and/or the
Second Duration Period;


“Encumbrances” means, with respect to any property or asset, any
mortgage, lien, pledge, charge, security interest, encumbrance, right of
retention, easement or other adverse claim of any kind in respect of such
property or asset, under any applicable laws, restricting in any manner the
ownership, or the transferability of the relevant property or asset (including,
for the avoidance of doubt, all pre-emption, first refusal purchase, sell or
buy-out rights). For purposes of this Agreement, a Person shall be deemed to
own subject to a Encumbrance any property or asset that it has acquired or
holds subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement relating to such
property or asset;


“Entity” means a company, corporation, partnership, limited
liability company, limited liability partnership, joint stock company or any
other form of legal association;


“Environmental
Contamination” means any pollutants, contaminants or other hazardous
material that are existing in the groundwater of the Leverkusen Sites, which
are relevant pursuant to any Environmental Law applicable to the relevant
property ;


“Environmental
Laws” means all applicable, at the date hereof, foreign or local Laws or
any regulation, code, plan, order, decree, judgment, notice or demand letter
issued, entered, promulgated or approved relating to pollution, protection of
the environment, health and safety, classified activities or exposure to
hazardous substances, including Laws relating to emissions, discharges,
releases or threatened releases of pollutants, noise, contaminants, or
hazardous or toxic materials or wastes or any other hazardous substances into
ambient air, surface water, ground water, or land or otherwise relating to the
manufacture, processing, distribution, use, presence, production;


“Existing Monitoring Action” means, with respect to the three
following sites, i.e. Chasse-sur-Rhône, Mourenx and Leverkusen, any and all
existing, on-going or usual site monitoring actions initiated, authorized or
conducted by the Novasep Group Companies in the Ordinary Course of Business as
they are reported and described in the 2006 Environmental VDD ;


“Existing Monitoring/Remediation Costs” means any costs,
incurred by the Novasep Group Companies with respect to an Existing Monitoring
Action, as they are reported and described in the 2006 Environmental VDD,
excluding, for the avoidance of doubt, the costs of any remediation works or
further investigations or samplings made necessary, identified out of or
arising out in connection such Existing Monitoring Actions;


“Financial VDD” means the non-confidential financial and
accounting vendor due diligence report relating to the Group Novasep Companies
as prepared by PWC and delivered to the Purchaser on September 26, 2006 and the
confidential financial and accounting vendor due diligence report relating to
the Group Novasep Companies as prepared by PWC and delivered to the Purchaser
on the date hereof;



 39
 









“Governmental Authority” means any State authority or any court
of competent jurisdiction, administrative agency or commission or other
governmental authority or instrumentality, domestic or foreign, including any
court, administrative agency, commission or other judicial body having
competent jurisdictions over the subject matter;


“Inter-Company Agreements” means the agreements listed in
Schedule 6.8.2;


“Laws” means any European Union, national, regional or local
law, statute, ordinance, directive, rule, regulation, order, judgment, decree,
injunction or other legally binding obligation imposed by a Governmental
Authority;


“Legacy Business” means all activities, assets, obligations and
liabilities of DNES which have been transferred to Dynamit Nobel GmbH,
Troisdorf, in the course of the Spin-off and Takeover Agreement (Spaltungs- und
Übernahmevertrag) notarized on 17 August 2005 
(public notary Sabine Dillmann, Troisdorf, deed no. 1446/2005) including
all amendments hereto in particular the amendment notarized on 30 March 2006
(public notary Sabine Dillmann, Troisdorf, deed no. 480/2006); such activities
being described in detail in particular in § 3.3 through 3.10, § 9, § 11 and §
12 of the Spin-off and Takeover Agreement, and the attachments (Anlagen) hereto.


“Legal VDD” means the limited legal vendor due diligence report
as prepared by Debevoise & Plimpton LLP and delivered to the Purchaser on
September 27, 2006;


“Managers”
means collectively the Represented Managers and the Other Shareholders;


“Managers
Purchase Price” means the aggregate purchase price to be paid to the
Selling Managers corresponding to the Purchase Price Per Share multiplied by
the Managers Shares reduced, as the case may be by an amount equal to the
Purchase Price by Share multiplied by the aggregate number of Contributed
Managers Shares;


“Material Adverse Effect” means any facts or events which would
materially and adversely affect the financial or economic situation of the
Company and/or its Subsidiaries taken as a whole (which, for the avoidance of
doubt, shall not cover the effect on the general industry or worldwide economic
situation);


“Novasep Group Company” or “Novasep Group Companies”
means the Company and its Subsidiaries and “Novasep Group Company” means
any one of them;


“Ordinary Course of Business” means, with respect to any Person,
any action taken that is similar in nature and magnitude to actions customarily
taken in the ordinary course of the normal day-to-day operations by such Person
consistent with the management practices of such Person during the two years
preceding the date of this Agreement;


“Permitted Encumbrances” means (a) statutory liens for current
Taxes not yet due or delinquent (or which may be paid without interest or
penalties) or the validity or amount of which is being contested in good faith
by appropriate proceedings, (b) mechanics’, carriers’, workers’, repairers’ and
other similar liens arising or incurred in the Ordinary Course of Business
relating to obligations as to which there is no default on the part of any
Novasep Group Company, as the case may be, or the validity or amount of which
is being contested in good faith by appropriate proceedings, or pledges,
deposits or other liens securing the performance of bids, trade contracts,
leases or statutory obligations (including workers’ compensation, unemployment
insurance or other social security legislation), (c) zoning,



 40
 









entitlement, conservation restriction and other land use and
environmental regulations by Governmental Authorities which do not materially
interfere with the present use of the assets of the Business, (d) all
exceptions, restrictions, easements, charges, rights-of-way and other
Encumbrances set forth in any state, local or municipal franchise of any
Novasep Group Company and (e) any non financial liens or encumbrances which do
not materially interfere with the present use of the assets of the Business.


“Person” means an individual, a partnership, a corporation, a
limited liability company, an association, a trust, a joint venture, an unincorporated
organization or other Entity or organization;


“Refinanced Debt” means the indebtedness of the Novasep Group
Companies to be refinanced on the Closing Date as detailed in Schedule 1.1.B;


“Security Interests” means the security interests listed in Schedule
1.1.D;


“Sellers Advisers” means any adviser assisting the Sellers in
process of determining the Adjustment Statement and as indicated as such by the
Sellers to the Purchaser;


“Selling Managers” means the Managers who are selling the
Transferred Shares pursuant to this Agreement;


“Stock Options” means any and all stock options issued by the
Company in accordance with the Stock Options Plans;


“Stock Options Holders” means the holders of Stock Options the
list of which is provided under Schedule 1.1.C;


“Shares” means the Corporate Seller Shares and the Managers
Shares;


“Subsidiaries” means, with respect to an Entity, any other
Entity in which it has, directly or indirectly through another Subsidiary or
Subsidiaries, the Control of such Entity;


“Swap Arrangements”
means the USD currency swap arrangement entered into by NOVA 1 in connection
with the BNP Paribas USD loan agreement and the interest swap arrangements
entered into by the Company on April 28, 2004 under the reference number
1428866/MD1428866 and 1429059/MD 1429059 and by NHC Finance on July 7, 2003
under the reference number 06014;


“Tax VDD” means the
tax vendor due diligence report relating to the Novasep Group Companies as
prepared by Landwell and delivered to the Purchaser on September 26, 2006;


“Taxes” means (i) any
and all taxes, charges, fees, levies or other assessments, including all net
income, gross income, gross receipts, excise, stamp, real or personal property,
ad valorem, withholding, social security (or similar), unemployment, occupation,
use, service, service use, license, net worth, payroll, franchise, severance,
transfer, recording, employment, premium, windfall profits, environmental,
customs duties, capital stock, profits, disability, sales, registration, value
added, alternative or add-on minimum, estimated or other taxes, assessments or
charges imposed by any Governmental Authority and any interest, penalties, or
additions to tax attributable thereto, (ii) liability for the payment of any
amount imposed on any Person of the type described in clause (i) as a result of
being or having been before the Completion Date a member of an affiliated,
consolidated, combined or unitary group and 



 41
 









(iii) any liability for
the payment of any amount imposed on any Person of the type described in (i) as
a result of any existing express or implied indemnification agreement or
arrangement;


“Tax Return” means
any return, report, form or similar statement required to be filed with respect
to any Tax (including any attached schedules), including any information
return, claim for refund, amended return or declaration of estimated Tax;


“Transferred Shares” has the meaning ascribed to it in Article
2.4.4;


“VDD Reports” means collectively the Financial VDD, the
Environmental VDD, the Legal VDD and the Tax VDD;


“2005 Novasep Financial Statements” means the consolidated
audited accounts (balance sheet and profit and loss statement, consolidated
cash flow statement and notes to the accounts) as at December 31, 2005 relating
to the consolidated group consisting of the Company and the other Novasep Group
Companies, as set forth in the Documentation Schedule;


“2006 Environmental VDD” means the environmental vendor due
diligence reports relating to the Novasep Group Companies as prepared by ERM
and delivered to the Purchaser on September 28, 2006 and October 10, 2006;


“2006 Novasep Interim Statements” means the unaudited
consolidated accounts (balance sheet and profit and loss statement,
consolidated cash flow statement and notes to the accounts) as at September 30,
2006 relating to the consolidated group consisting of the Company and the other
Novasep Group Companies, as set forth in the Documentation Schedule;


2.                                      The following
terms have the meaning set forth in the Articles or Articles of the Schedules
below:




	
  Definition

  	
   

  	
  Location

  
	
   

  	
   

  	
   

  
	
  “Actual Costs”

  	
   

  	
  Article 6.10.1 (b)

  
	
   

  	
   

  	
   

  
	
  “Accounting
  Policies”

  	
   

  	
  Schedule 8.1.1 (4.1)

  
	
   

  	
   

  	
   

  
	
  “Adjustment
  Statement”

  	
   

  	
  Article 3.2.2 (vi)

  
	
   

  	
   

  	
   

  
	
  “Agent”

  	
   

  	
  Article 9.2.1

  
	
  “Amended Stock Options
  Plans”

  	
   

  	
  Article 7.1.2

  
	
   

  	
   

  	
   

  
	
  “Amounts”

  	
   

  	
  Article 3.2.2 (i)

  
	
   

  	
   

  	
   

  
	
  “Assets”

  	
   

  	
  Schedule 8.1.1 (6.1)

  
	
   

  	
   

  	
   

  
	
  “Bank
  Statements”

  	
   

  	
  Article 3.4.2

  
	
   

  	
   

  	
   

  
	
  “Basic
  Agreement”

  	
   

  	
  Article 6.11.1

  
	
   

  	
   

  	
   

  
	
  “Breach”

  	
   

  	
  Article 6.5.1 (i)

  






 



 42
 









 




	
  Definition

  	
   

  	
  Location

  
	
   

  	
   

  	
   

  
	
  “Business”

  	
   

  	
  Article 6.7.1

  
	
   

  	
   

  	
   

  
	
  “Ceiling”

  	
   

  	
  Schedule 8.3 (1.3.3)

  
	
   

  	
   

  	
   

  
	
  “Chemetall Group
  Companies”

  	
   

  	
  Article 6.9.3

  
	
   

  	
   

  	
   

  
	
  “Claim Notice”

  	
   

  	
  Schedule 8.3 (2.1.1)

  
	
   

  	
   

  	
   

  
	
  “Closing”

  	
   

  	
  Article 5.1

  
	
   

  	
   

  	
   

  
	
  “Closing Date”

  	
   

  	
  Article 5.1

  
	
   

  	
   

  	
   

  
	
  “Closing
  Purchase Price”

  	
   

  	
  Article 3.1.2

  
	
   

  	
   

  	
   

  
	
  “Closing
  Purchase Price Adjustment”

  	
   

  	
  Article 3.2.1

  
	
   

  	
   

  	
   

  
	
  “Company”

  	
   

  	
  Recitals

  
	
   

  	
   

  	
   

  
	
  “Competing
  Business”

  	
   

  	
  Article 6.9.2 (i)

  
	
   

  	
   

  	
   

  
	
  “Contributed
  Managers Shares”

  	
   

  	
  Preamble

  
	
   

  	
   

  	
   

  
	
  “Contributing
  Manager”

  	
   

  	
  Article 2.4.4

  
	
   

  	
   

  	
   

  
	
  “Contribution”

  	
   

  	
  Article 6.8.7

  
	
   

  	
   

  	
   

  
	
  “Corporate
  Seller Closing Payment”

  	
   

  	
  Article 3.2.1(b)

  
	
   

  	
   

  	
   

  
	
  “Corporate
  Seller Entity”

  	
   

  	
  Article 6.8.1

  
	
   

  	
   

  	
   

  
	
  “Corporate
  Seller Guarantees”

  	
   

  	
  Article 6.8.10

  
	
   

  	
   

  	
   

  
	
  “Corporate
  Seller Request”

  	
   

  	
  Article 6.11.3

  
	
   

  	
   

  	
   

  
	
  “Corporate
  Seller Shares”

  	
   

  	
  Recitals

  
	
   

  	
   

  	
   

  
	
  “Curing Period”

  	
   

  	
  Article 6.5.1 (i)

  
	
   

  	
   

  	
   

  
	
  “Data Room”

  	
   

  	
  Recitals

  
	
   

  	
   

  	
   

  
	
  “Data Room
  Index”

  	
   

  	
  Recitals

  
	
   

  	
   

  	
   

  
	
  “Deputy Agent”

  	
   

  	
  Article 9.2.1

  
	
   

  	
   

  	
   

  
	
  “Documentation
  Schedule”

  	
   

  	
  Article 8.1.1

  
	
   

  	
   

  	
   

  
	
  “Draft
  Adjustment Statement”

  	
   

  	
  Article 3.2.2 (i)

  
	
   

  	
   

  	
   

  
	
  “Duration
  Period”

  	
   

  	
  Schedule 8.3 (1.3.14)

  






 



 43
 









 




	
  Definition

  	
   

  	
  Location

  
	
   

  	
   

  	
   

  
	
  “Environmental
  Action”

  	
   

  	
  Article 6.10.1

  
	
   

  	
   

  	
   

  
	
  “Environmental
  Action Notice”

  	
   

  	
  Article 6.10.1

  
	
   

  	
   

  	
   

  
	
  “Environmental
  Liability”

  	
   

  	
  Schedule 8.3 (1.2)

  
	
   

  	
   

  	
   

  
	
  “Estimate”

  	
   

  	
  Article 8.1.3

  
	
   

  	
   

  	
   

  
	
  “Exempt Net
  Loss”

  	
   

  	
  Schedule 8.3 (1.3.1)

  
	
   

  	
   

  	
   

  
	
  “Exempt New
  Event”

  	
   

  	
  Article 8.1.4 (b)

  
	
   

  	
   

  	
   

  
	
  “Expected Costs”

  	
   

  	
  Article 6.1.10 (b)

  
	
   

  	
   

  	
   

  
	
  “Expert”

  	
   

  	
  Article 3.2.2 (iv)

  
	
   

  	
   

  	
   

  
	
  “Expert Report”

  	
   

  	
  Article 3.2.2 (v)

  
	
   

  	
   

  	
   

  
	
  “Financial
  Statements”

  	
   

  	
  Schedule 8.1.1 (4.1)

  
	
   

  	
   

  	
   

  
	
  “First Duration
  Period”

  	
   

  	
  Schedule 8.3 (1.3.11(a))

  
	
   

  	
   

  	
   

  
	
  “First
  Statement”

  	
   

  	
  Article 3.4.1

  
	
   

  	
   

  	
   

  
	
  “Information
  Documents”

  	
   

  	
  Article 8.1.5

  
	
   

  	
   

  	
   

  
	
  “Information
  Memorandum”

  	
   

  	
  Recitals

  
	
   

  	
   

  	
   

  
	
  “Intellectual
  Property Rights”

  	
   

  	
  Schedule 8.1.1 (7.1)

  
	
   

  	
   

  	
   

  
	
  “Joinder
  Agreement”

  	
   

  	
  Article 6.11.1

  
	
   

  	
   

  	
   

  
	
  “Leverkusen
  Environmental Actions”

  	
   

  	
  Article 6.10.1 (a)

  
	
   

  	
   

  	
   

  
	
  “Leverkusen
  Sites”

  	
   

  	
  Article 6.10.1 (a)

  
	
   

  	
   

  	
   

  
	
  “Loss”

  	
   

  	
  Schedule 8.3 (1.2)

  
	
   

  	
   

  	
   

  
	
  “Managers
  Shares”

  	
   

  	
  Recitals

  
	
   

  	
   

  	
   

  
	
  “Material
  Breach”

  	
   

  	
  Article 6.5.1 (b)

  
	
   

  	
   

  	
   

  
	
  “Material New
  Event”

  	
   

  	
  Article 8.1.4 (a)

  
	
   

  	
   

  	
   

  
	
  “Meeting Period”

  	
   

  	
  Schedule 8.3 (2.1.1)

  
	
   

  	
   

  	
   

  
	
  “Modified
  Purchase Price”

  	
   

  	
  Article 3.1.2

  
	
   

  	
   

  	
   

  
	
  “Net Loss”

  	
   

  	
  Schedule 8.3 (1.2)

  






 



 44
 









 




	
  Definition

  	
   

  	
  Location

  
	
   

  	
   

  	
   

  
	
  “Non-Disclosure
  Undertaking”

  	
   

  	
  Recitals

  
	
   

  	
   

  	
   

  
	
  “Normal New
  Event”

  	
   

  	
  Article 8.1.4 (c)

  
	
   

  	
   

  	
   

  
	
  “Notified Claim”

  	
   

  	
  Schedule 8.3 (2.1.1)

  
	
   

  	
   

  	
   

  
	
  “Notice Period”

  	
   

  	
  Schedule 8.3 (2.1.4)

  
	
   

  	
   

  	
   

  
	
  “Payment
  Obligations”

  	
   

  	
  Article 6.8.1

  
	
   

  	
   

  	
   

  
	
  “Price Per Stock
  Option Shares”

  	
   

  	
  Article 7.2 (iii)

  
	
   

  	
   

  	
   

  
	
  “Purchaser
  Notice”

  	
   

  	
  Article 3.2.2 (iii)

  
	
   

  	
   

  	
   

  
	
  “Purchase Price”

  	
   

  	
  Article 3.1.1

  
	
   

  	
   

  	
   

  
	
  “Purchase Price
  Per Share”

  	
   

  	
  Article 3.1.1

  
	
   

  	
   

  	
   

  
	
  “Purchaser
  Representations”

  	
   

  	
  Article 8.2

  
	
   

  	
   

  	
   

  
	
  “Purchasers’
  Closing Obligations”

  	
   

  	
  Article 5.3

  
	
   

  	
   

  	
   

  
	
  “Q&A Sheet”

  	
   

  	
  Recitals

  
	
   

  	
   

  	
   

  
	
  “Remediation
  Actions”

  	
   

  	
  Article 6.10.1 (b)

  
	
   

  	
   

  	
   

  
	
  “Reporting
  Obligations”

  	
   

  	
  Article 6.11.3

  
	
   

  	
   

  	
   

  
	
  “Response
  Period”

  	
   

  	
  Schedule 8.3 (2.1.1)

  
	
   

  	
   

  	
   

  
	
  “Satisfaction
  Date”

  	
   

  	
  Article 4.3.3

  
	
   

  	
   

  	
   

  
	
  “Second Duration
  Period”

  	
   

  	
  Schedule 8.3 (1.3.11(b))

  
	
   

  	
   

  	
   

  
	
  “Sellers’
  Closing Obligations”

  	
   

  	
  Article 5.2

  
	
   

  	
   

  	
   

  
	
  “Sellers’
  Disagreement Notice”

  	
   

  	
  Article 3.2.2 (ii)

  
	
   

  	
   

  	
   

  
	
  “Sellers
  Disclosure Letter”

  	
   

  	
  Article 8.1.1

  
	
   

  	
   

  	
   

  
	
  “Sellers
  Representations”

  	
   

  	
  Article 8.1.1

  
	
   

  	
   

  	
   

  
	
  “Seripharm
  Environmental Action”

  	
   

  	
  Article 6.10.1

  
	
   

  	
   

  	
   

  
	
  “Sold Managers
  Shares”

  	
   

  	
  Preamble

  
	
   

  	
   

  	
   

  
	
  “Stock Options
  Plans”

  	
   

  	
  Article 7.1.1

  
	
   

  	
   

  	
   

  
	
  “Stock Options
  Shares”

  	
   

  	
  Article 7.2

  






 



 45
 









 




	
  Definition

  	
   

  	
  Location

  
	
   

  	
   

  	
   

  
	
  “Tax Liability”

  	
   

  	
  Schedule 8.3 (1.2)

  
	
   

  	
   

  	
   

  
	
  “Termination
  Date”

  	
   

  	
  Article 9.4.1(c)

  
	
   

  	
   

  	
   

  
	
  “Third-Party
  Claim”

  	
   

  	
  Schedule 8.3 (2.1.3)

  
	
   

  	
   

  	
   

  
	
  “Third-Party
  Claim Notice”

  	
   

  	
  Schedule 8.3 (2.1.3)

  
	
   

  	
   

  	
   

  
	
  “Transferred
  Shares”

  	
   

  	
  Article 2.4.4

  
	
   

  	
   

  	
   

  
	
  “Threshold”

  	
   

  	
  Schedule 8.3 (1.3.2(a))

  
	
   

  	
   

  	
   

  
	
  “Updated
  Statement”

  	
   

  	
  Article 3.4.2

  






 



 46
















 


SCHEDULE 8.1.1


SELLERS REPRESENTATIONS


Each of the Sellers hereby
makes individually the representations contained in this Schedule 8.1.1.


1                               Authority
of the Sellers


1.1                            Each of the Sellers has full power and capacity to execute and perform
this Agreement and its obligations hereunder and to benefit from the rights
provided for therein. Any Manager who is subject to legal restrictions as
result of his or her marital status or being a party to a pacte civil de solidarité has obtained the
necessary consent to sell his or her Manager Shares.


1.2                            Neither the execution of and entry into this Agreement by any of the
Sellers nor the consummation by the Sellers of the transaction contemplated
hereby will (i) violate, conflict with or result in the breach of, or constitute
a default under, (A) any provision of any Law or regulation applicable to the
Sellers, the Company or the Subsidiaries (B) any order, judgment, award of any
court, tribunal or Governmental Authority applicable to the Sellers or the
Company or the Subsidiaries, or to which any of their assets is subject, or (C)
any agreement or instrument to which the Sellers, the Company, or the
Subsidiaries or to which any of their respective assets, are subject; (ii) not
result in the creation of any Encumbrance or any other right of any third party
upon any assets of the Sellers or the Company or the Subsidiaries; or (iii)
except as set forth in the Sellers Disclosure Letter, not require any consent,
approval or authorization of, notice to, or filing with any person, entity,
court or Governmental Authority.


1.3                            On the Closing Date, all prior formalities and authorizations to be
obtained by the Sellers for the transactions contemplated herein have been
completed or obtained.


1.4                            This Agreement has been duly executed by each of the Sellers and
constitutes a legal, valid and binding obligation of each of the Sellers
enforceable against the Sellers in accordance with its terms.


1.5                            None of the Sellers is currently subject of any proceedings with a view
to the prevention or resolution of business difficulties (or any similar
actions), and there do not exist any serious reasons justifying a judgment or
declaration of bankruptcy concerning such Seller.


2                               Shares


2.1                            All of the Shares have been validly issued and fully paid.


2.2                            Save as provided in the articles of association of the Company and, at
the date hereof save as provided in the shareholders’ agreement relating to the
Company and the Shares, the right attached to each of the Sellers are
identical.



 47
 









 


2.3                            At the date hereof, save as provided in the articles of association of
the Company and in the shareholders’ agreement relating to the Company and the
Shares, the Shares are free of any pre-emptive rights or any option rights.


2.4                            At the date hereof, save as provided in the articles of association of
the Company and in the shareholders’ agreement relating to the Company and the
Shares, there are no options (other than the Stock Options), warrants,
convertible securities or other rights, agreements, arrangements or commitments
of any nature relating to or giving 
access to, immediately or after a period of time, the share capital or
voting rights of the Company or relating to the Shares or obligating any of the
Sellers or the Company to issue or sell any shares of capital stock of, or any
other interest in, the Company.


2.5                            Each of the Sellers is the full and sole owner of the Shares listed
opposite its name in Schedule A.


2.6                            On the Closing Date, the Shares will be free and clear from any
Encumbrances or any pre-emptive rights or option rights (save as provided in
the by-laws of the Company) and there will be no options, warrants, convertible
securities or other rights, agreements, arrangements or commitments of any
nature relating to or giving access to, immediately or after a period of time,
the share capital or voting rights of the Company or relating to the Shares or
obligating any of the Sellers or the Company to issue or sell any shares of
capital stock of, or any other interest in, the Company.


2.7                            At the date hereof only, the Stock Holders have valid title to the Stock
Options, which represent 3.6% (in aggregate) of the share capital of the
Company on a fully diluted basis.


3                               Corporate
Existence


The
Novasep Group Companies are duly organized and validly existing under the Laws
of their respective jurisdiction of incorporation or operation. The Company has
made available in the Data Room (i) complete and correct copy of the articles
of association of the Novasep Group Companies (excluding Applexion Inc,
Applexion Latino America, Applexion Chili) as in effect on the date hereof and
(ii), save as for minor irregularities, complete and correct copies of (a) its
share register (registre de mouvements de
titres), its comptes d’actionnaires
and (b) of the minutes books of all meetings of the shareholders, of the comité de surveillance and of the board of
directors of the Novasep Group Companies (excluding Lorraine Aviation,
Applexion Inc, Applexion Latino America, Applexion Chili, Novasep Asia, Novasep
Suisse, Novasep KK, Troisdorf 
Genehmigungshaltergesellschaft 
mbH) as from the dates mentioned in respect thereto in the Date Room
Index.


4                               Financial
Statements


4.1                            True and correct copies of the 2005 Novasep Financial Statements (the “Financial
Statements”), together with an explanation of the methods and principles
used and options taken for the preparation of the Financial Statements, have
been provided in Schedule 4 of the Documentation Schedule. Save as disclosed in
the Sellers Disclosure Letter, the Financial Statements (i) are accurate (réguliers et sincères) and present fairly
(donnent une image fidèle) the
financial position and the results of operations of the Company at the dates
and for the periods to which they relate, (ii) have been prepared in accordance
with all relevant French Laws, regulations, and accounting principles and
methods, including the IFRS rules applicable to the business of the Novasep
Group



 48
 









 


Companies, each consistently applied throughout the
periods presented in the Financial Statements (the “Accounting Policies”),
and (iii) accurately reflect all liabilities and obligations of the Company, of
any nature whatsoever, whether accrued or not, required to be recorded thereon
in accordance with IFRS rules or the Accounting Policies as at the respective
dates thereof.


4.2                            True and correct copies of the 2006 Novasep Interim Statements (the “Interim
Statements”), together with an explanation of the methods and principles
used and options taken for the preparation of the Interim Statements, have been
provided in Schedule 4 of the Documentation Schedule. Save as disclosed in the
Sellers Disclosure Letter, the Interim Statements (i) do not reveal any
material errors which could result in the Interim Statements not being
compliant with the IFRS rules, (ii) have been prepared in accordance with the
Accounting Policies and (iii) accurately reflect, in all material respects, all
liabilities and obligations of the Company, of any nature whatsoever, whether
accrued or not, required to be recorded thereon in accordance with IFRS rules
or the Accounting Policies as at the respective dates thereof.


4.3                            Except as set forth in Schedule 4.3 of the Sellers Disclosure Letter,
there is no other material documents relating to the acquisition of interests
in any Person made by any of the Novasep Group Companies over the last three
financial years since the date hereof (the “Acquisitions”).


4.4                            The Acquisitions have been properly recorded on the dates on which they
were to be recorded in the accounts of the relevant Novasep Group Companies set
out in the Data Room (including for the avoidance of doubt, the 2005 Novasep
Financial Statements and the 2006 Novasep Interim Statements) and it is agreed
that there is no disclosure against this representation.


5                               Ordinary
Course of Business since September 30, 2006


Since September 30,
2006, save as disclosed in the Sellers Disclosure Letter, the Novasep Group
Companies have carried on their respective business in the Ordinary Course of
Business, and save as disclosed in the Sellers Disclosure Letter, have not
performed any of the following actions or make any commitments or decisions in
respect of any of the following actions:


(i)                                     declaring,
setting aside, making or paying any dividends (whether interim or final) or
other distribution (including of profits or reserves, or in respect of its
share capital, in cash or otherwise) with respect to the Company and, as a
general rule, making other than in the Ordinary Course of Business any payments
to any of the Sellers or of their Affiliates and/or their directors or officers;


(ii)                                  allotting,
issuing, redeeming, repurchasing or modifying in any manner whatsoever any
share capital or any option, security or other right to subscribe for the same
or securities convertible into or exchangeable for such shares in the Company
or making any other amendment to the articles of association of the Company
other than as provided in the Sellers Disclosure Letter or contemplated in
Article 5.2;


(iii)                               amending
the by-laws and other organizational documents of any of the Subsidiaries;


(iv)                              acquiring
or agreeing to acquire any share, shares or other interest in any company,
partnership, on-going business or other venture;



 49
 









 


(v)                                 voluntarily
disposing of or granting any option or right of pre-emption in respect of any
part of its material assets or material part of their business;


(vi)                              winding
up, merging or splitting up the Company or any of the Subsidiaries;


(vii)                           giving
any guarantee (whether as “caution”, “aval” or otherwise) or creating any Encumbrance on its
material assets, other than in the Ordinary Course of Business (the Ordinary
Course of Business excluding, for the avoidance of doubt, any guarantee or
Encumbrance created to secure the obligations of third parties);


(viii)                        entering
into any material agreement or permit any amendments to existing material
agreements or incur any commitment involving any capital and/or other
investment expenditure, in each case in excess of 1,000,000 € per item,
and 6,100,000 € in the aggregate in each case exclusive of VAT;


(ix)                                entering
into or permitting any amendment, supplement, waiver or other modification of
any loan or financing agreements (including the factoring agreements,
off-balance sheet undertakings and bank guarantee), other than in the Ordinary
Course of Business;


(x)                                   terminating
any material insurance policies currently in force or default in the payment of
premiums which become due and payable under such insurance policies;


(xi)                                changing
the collection and payment practices of the Company or the Subsidiaries, except
where such change is solely triggered by a modification in applicable Laws
other than in the Ordinary Course of Business;


(xii)                             settling
any litigation or arbitration proceedings where such settlement involves a
payment by the Company or any of the Subsidiary, or making a partial or total
waiver of a claim of the Company, in excess, in each instance, of
300,000 €;


(xiii)                          increasing
the compensation payable to the employees of the Company or any of the
Subsidiaries, except in the Ordinary Course of Business;


(xiv)                         voluntarily
terminating or voluntarily approving, directing or authorizing the termination
of any material contracts for a Novasep Group Company;


6                               Prior
acquisition structure


Save as disclosed in the Sellers Disclosure Letter,
the acquisition by the Company of NOVA 2 and DNES has been made (the “Acquisition”),
at the time of the Acquisition, in compliance with the provisions of
article 223 B of the French Code Général des Impôts (“amendement Charasse”) and to the best of
the Sellers’ knowledge, did not constitute, at the time of the Acquisition, an abus de droit as described in article L.64
of the Livre des Procédures Fiscales,
in relation to the amendement Charasse.


7                               Environmental
liabilities


Save as disclosed in the Sellers Disclosure Letter
(provided however items disclosed therein are quantified in the 2006 ERM Report
provided in section 26.01 of the Data Room, with the exception of the Existing
Monitoring/Remediation Costs that are expressly deemed to be part of the
Sellers Disclosure Letter for the purpose of this representation, though not
quantified in the 2006 ERM Report), none of the Novasep Group Companies will
incur any loss, liability,



 50
 









 


penalty, prejudice or other adverse financial
consequences as a result of any material non-compliance with material
Environmental Laws (excluding for the avoidance of doubt, any environmental
claim of DNES with regard to the Legacy Business).


8                               Intellectual
and Industrial Property Rights


8.1                            Except as disclosed in the Sellers Disclosure Letter, all of the patents
and other intellectual property rights which are owned by the Company or any
Subsidiary listed in Schedule 8.1 of the Documentation Schedule (the “Intellectual
Property”) are:


(i)                                     the property of the
Novasep Group Companies;


(ii)                                  valid and may be
exercised;


(i)                                     not attacked or
opposed by any third party; or


(ii)                                  not subject to any
license in favour of a third party which could prevent any of  the Group Novasep Company to carry on a
substantial part of its Business.


8.2                            As at the date of this Agreement and except as disclosed in the Sellers
Disclosure Letter, there is no pending litigation with any third party acting
as claimant in which it is alleged that the Company or a Subsidiary acting as
defendant infringes any of the third party’s intellectual property rights.


8.3                            All material agreements relating to Intellectual Property are in full
force and have full effect and the Sellers do not have knowledge of any failure
of the Novasep Group Companies to comply with material contractual obligations
or of any disputes relating thereto.


9                               Tax
Regulations


9.1                            Save as disclosed in the Sellers Disclosure Letter, the Company and, as
the case may be, its Subsidiaries have filed all material Tax returns,
declarations or filings required by applicable Laws within the prescribed
period, and all such returns, declaration or filings are correct in all
material respect.


9.2                            The Novasep Group Companies have, as at September 30, 2006, paid all the
relevant Tax provided such Tax were due and payable prior to September 30,
2006, in accordance with the relevant Tax returns, declaration or filings made
by the relevant Novasep Group Companies.


10                        Commercial
Agreements


To
the best knowledge of the Sellers and save as disclosed in the Sellers
Disclosure Letter, no written notice has been received by any of the Novasep
Group Companies relating to the termination of any commercial agreements
entered into between the Novasep Group Companies and the following clients:Novartis,
Pfizer, Sanofi, Roche ,Ben Venue, Sanofi Tanabé, Syngenta, Bayer, BMS, Solvay,
Avexa, Vertox, Schering.



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11                        Real
Estate


The Novasep Group Companies are, as the case
may be, the absolute legal owners, free from lessees, liens and encumbrances of
any kind, except for Permitted Encumbrances and except as indicated in Sellers’
Disclosure Letter of and/or have good title thereto (including through
financial leases or commercial lease agreements) and have all rights necessary
to enjoy the Real Estates except for Permitted Encumbrances and except as
indicated in the aforementioned Schedule, at the following sites of the Novasep
Group Companies, i.e. Finorga Chasse sur Rhône, Finorga Mourenx, DNES
Leverkusen, Seripharm Le Mans, Novasep Pompey, Applexion Epône and Orelis St
Maurice de Beynost, and in particular the properties identified in Schedule 11
of the Documentation Schedule, (together the “Real Estates”). The Novasep Group Companies have all
Governmental Authorities’ authorizations to use and operate the Real Estates.
The ownership of the Real Estates by the Novasep Group Companies is duly
recorded at the Land Registry. To the Sellers’ best knowledge, there are no
circumstances which affect the Novasep Group Companies’ title to the Real
Estates, such as a compulsory purchase order or notification of potential
expropriation.


12                        VDD
Reports


The
Sellers acknowledge that the VDD Reports made available to the Purchaser have
been prepared in good faith in accordance with the principles set out in the
respective engagement letters entered into between the authors of the VDD
Reports and the Sellers and do not omit, to the best of their knowledge, any
relevant material information that could have had a Material Adverse Effect of
an amount equal or above €10,000,000.


13                        Arrangements
with connected Parties


There
is no other agreement, indemnity, guarantee or security arrangement between any
of the Novasep Group Companies and the Corporate Seller and its Affiliates
and any amounts due pursuant to these agreements will be settled at the latest
on the Closing Date.


There
is no agreement between the Managers and the Novasep Group Companies other than
employment agreements and no payment or indemnity are due by the Novasep Group
Companies to the Managers or their Affiliates (in particular as a result
of the transaction contemplated herein) other than the payments due under
the existing employment relationships between the Managers and the
Novasep Group Companies.


14                          Effects of the transfer of the Shares


The
execution of this Agreement and the consummation of all the transactions
contemplated hereunder will not in themselves trigger the obligation for the
Novasep Group Companies to pay prepayment and termination fees to be due in
connection with the repayment of the Refinanced Debt in excess of € 400,000.



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SCHEDULE 8.2


PURCHASER REPRESENTATIONS


1                               Authority
of the Purchaser


1.1                            The Purchaser has full power and capacity to execute and perform this
Agreement and its obligations hereunder and to benefit from the rights provided
for therein. Without prejudice to the generality of the foregoing, the
Purchaser will, at Closing, have obtained all required approvals from all its
competent corporate bodies.


1.2                            Neither the execution of and entry into this Agreement by the Purchaser
nor the consummation by the Purchaser of the transaction contemplated hereby
will (i) violate, conflict with or result in the breach of, or constitute a
default under, (A) its articles of association, (B) any provision of any Law or
regulation applicable to it (C) any order, judgment, award of any court,
tribunal or Governmental Authority applicable to it or (D) any agreement or
instrument to which the Purchaser is subject; or (ii) except as set forth in
the Documentation Schedule, not require any consent, approval or authorization
of, notice to, or filing with any person, entity, court or Governmental
Authority.


1.3                            This Agreement has been duly executed by the Purchaser and constitutes a
legal, valid and binding obligation of the Purchaser enforceable against the
Purchaser in accordance with its terms.


2                               Organization


2.1                            The Purchaser is a limited liability company duly incorporated, validly
existing under the Laws of France;


2.2                            The Purchaser is currently not subject of nor has been threatened of any
proceedings with a view to the prevention or resolution of business
difficulties (or any similar actions), and there do not exist any serious
reasons justifying a judgment or declaration of bankruptcy concerning the
Purchaser.


3                               Absence
of litigation


No
action is pending or threatened against the Purchaser which seeks to delay the
consummation of the transactions contemplated by this Agreement or would,
individually or in the aggregate, have a material adverse effect on the ability
of the Purchaser to consummate the transactions contemplated by this Agreement.


4                               Certain
Funds


Subject
to the terms and conditions of the Acquisition Financing Documents, the
Purchaser has secured all financing necessary to ensure that on the Closing
Date, it will have sufficient resources to pay the Purchase Price and reimburse
the Refinanced Debt. As at the date hereof, the Purchaser has received, on the
date hereof, a binding commitment letter and an interim facility letter
delivered by ING, and HVB confirming the granting of a Debt Financing to the
Purchaser in a principal amount of €310,000,000 for the purpose of purchasing
the Shares and reimbursing the Refinanced Debt. Copies of the above mentioned
documents are attached as Exhibit 1.1.



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5                               Agreement
with the Managers


The
Purchaser and its Affiliates have not entered into nor will enter into any
agreement or undertaking with any of the Managers, the purpose of which is to
limit the Managers’ obligations pursuant to this Agreement.


 



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SCHEDULE 8.3


INDEMNIFICATION PRINCIPLES


1                               Indemnity


1.1                            Principles of Indemnification


1.1.1                          The Sellers hereby undertake, subject to the terms and conditions set
out in this Schedule, to indemnify the Purchaser for the amount of any Net
Losses (as defined in Article 1.2 of this Schedule).


1.1.2                          Without prejudice to the foregoing or to
Article 1.3.9 (a) of this Schedule, any Loss incurred by the Company shall be
deemed to be incurred by the Purchaser in the same amount. Under no
circumstances whatsoever, shall the multiplier or any other ratio that may have
been used, directly or indirectly, for calculating the Purchase Price, or any
portion thereof, be taken into account.


1.1.3                          Any payments to be made pursuant to Article 2 of this Schedule shall be
assumed by each Seller pro rata to the portion of the Shares set forth opposite
such Seller’s name on Schedule A of this Agreement.


1.1.4                          Any amount paid by the Sellers to the Purchaser under this Schedule 8.3
shall constitute a reduction of the Purchase Price.


1.2                            Method of Calculation


In order to identify and calculate the amount
(including any costs or reasonable expenses relating thereto) of any damage (préjudice) actually paid by or borne by
the Company to the extent arising from, and save as provided otherwise, (i) any
breach or inaccuracy of any Sellers Representation contained in Schedule 8.1.1
or (ii) any breach by the Sellers of the covenants of the Sellers contained in
Article 6.3 of this Agreement (a “Loss”), the following provisions of
this Article 1.2 of this Schedule shall be taken into account and shall be
referred to as a “Net Loss”. Any Net Loss arising from any breach or
inaccuracy of the Sellers Representation contained in sub-section 7 of Schedule
8.1.1 or any Actual Costs arising from a Remediation Action as set out in
Article 6.1.10 of this Agreement, shall be specifically referred to as an “Environmental
Liability” and any Net Loss arising from any breach or inaccuracy of the
Sellers Representation contained in sub-section 9 of Schedule 8.1.1 shall be
specifically referred to as a “Tax Liability”:


1.2.2                          Positive gains or consequences arising out of a Loss


Any
Loss arising from a fact or event concerning the Company shall be reduced by
any actual net savings or actual net gains incurred by the Company, arising
directly from the same fact or event.


1.2.3                          Indemnification by a third Person


Any
Loss shall be reduced by the amount of any damages, indemnity, restitution,
reimbursement or any other sums, net of Taxes (if any), recovered or
recoverable from any third parties (including from any insurance company
pursuant to an insurance policy) through any manner including legal



 55
 









 


proceedings
(first instance and appeal) provided however that such legal proceeding shall
not go beyond the court of appeal and shall not oblige the Purchaser to bring
the matter before the French supreme court (Cour
de Cassation) , after the Closing Date, from any third party in
relation to such Loss either by the Purchaser or the Company (including any
amounts to be recovered from an insurance company).


1.2.4                          Provisions


The
Sellers shall have no obligation to indemnify the Purchaser in respect of any
Notified Claim if and to the extent that the matter giving rise to the Notified
Claim is specifically accounted for or provided in the accounts of the Company
as of the Closing Date.


1.2.5                          Corporation Tax


The
amount of the Loss shall take into account and shall be reduced by a
corresponding amount equal to the applicable corporation Tax (including any
additional Tax to corporation Tax) savings or deduction as a result of the Loss
provided that savings or deduction which would result in an increase or
creation of tax losses carry forward will not constitute a saving for the
purpose of this Article.  For the purpose
of this Article 1.2.5, the applicable corporation Tax savings or deduction
shall be calculated by applying the relevant statutory rate of corporation Tax
to the amount of the Loss.


1.2.6                      Interest


The
amount of the Loss claimed by the Purchaser shall not include any sum corresponding
to interest.


1.2.7                      Net Loss


For
the avoidance of doubt, the Sellers shall indemnify the Purchaser or the
Company only for Net Losses, it being understood that any limitation or
reduction of a Loss as set forth in this Article 1.2 shall not postpone the
payment of the Net Loss pursuant to and subject to Article 2.2 of this Schedule
and in the event any limitation of the Loss as set forth in this Article 1.2 is
determined only after the payment of the Net Loss, Article 2.2.3 of this
Schedule shall apply.


1.3                            Limitations on Indemnification


1.3.1                      Exempt Net Losses


The
Sellers shall not be liable, and therefore shall not be required to indemnify
or pay, in respect of a Net Loss pursuant to Article 1.1 of this Schedule, in
the event that such Net Loss results from a single event or fact, and the
amount of such Net Loss does not exceed €50,000 (an “Exempt Net Loss”),
it being understood that a succession of similar events or facts having a
similar source or origin and which individually are Exempt Net Losses shall be
considered as one single event or fact for the purposes of calculating such
amount.


1.3.2                          Threshold


(a)                                  The Sellers shall not be responsible for all or part of any Net Loss
pursuant to Article 1.1 of this Schedule unless and until the aggregate amount
of all



 56
 









 


Net Losses (not being Exempt Net Losses) in
respect of all Notified Claims, equals or exceeds €1,500,000 (the “Threshold”).


(b)                                 For the avoidance of doubt, when the
Threshold is reached or exceeded, then, in accordance with the provisions of
Article 2 of this Schedule, the Sellers shall be responsible for the amount of
all Net Losses pursuant to Article 1.1 of this Schedule, that are unpaid as of
the date on which the Threshold is reached or exceeded.


1.3.3                      Ceiling


Notwithstanding
anything to the contrary contained in this Schedule or in this Agreement, the
maximum aggregate liability or payments which the Sellers may be obliged to
make under this Agreement shall not exceed the amount of € 35,000,000 (the “Ceiling”).


By
exception to the foregoing, the Ceiling will not apply to any Notified Claim in
relation to (i) sub-section 2 (Shares)
of Schedule 8.1.1 (which shall not for the avoidance of doubt be subject to any
Ceiling), and (ii) the Environmental Liabilities and the Tax Liabilities which
shall be treated separately in accordance with the Articles 1.3.4 and 1.3.5
below.


1.3.4                      Ceiling and Duration of the Environmental Liabilities


(a)                                  It is agreed between the Parties that the Environmental Liabilities can
only be incurred as a result of a breach or inaccuracy of the Sellers
Representation contained in sub-section 7 of Schedule 8.1.1 or as a result of
payments by a relevant Novasep Group Company of Actual Costs as set out in
article 1.2 above.


(b)                                 Notwithstanding anything to the contrary contained in this Schedule or
in this Agreement, the aggregate liability or payments which the Sellers may be
obliged to make under this Agreement in respect of the Environmental
Liabilities shall be limited in accordance with the period during which a
Notified Claim in respect of this Environmental Liability is served so that:


-                    during
a fifteen-month period starting from the Closing Date: ninety percent (90%) of
the amount of Net Losses, and/or as the case may be, of the Actual Costs, in
respect of an Environmental Liability shall be borne by the Sellers and ten
percent (10%) of the amount of Net Losses and/or as the case may be, of the
Actual Costs, in respect of this Environmental Liability shall be borne by the
Purchaser;


-                    during
the period between fifteen (15) months starting from the Closing Date until
thirty (36) months following the Closing Date: seventy percent (70%) of the
amount of Net Losses and/or, as the case may be, of the Actual Costs, in respect
of an Environmental Liability shall be borne by the Sellers and thirty percent
(30%) of the amount of Net Losses and/or as the case may be, of the Actual
Costs, in respect of an Environmental Liability shall be borne by the
Purchaser;


-                    after
a period of 36 months following the Closing Date, no liability of the Sellers
in respect of an Environmental Liability shall be incurred in any manner
whatsoever in accordance with Article 1.3.14 below.



 57
 









 


(c)                                  In addition, the maximum aggregate liability or payments which the
Sellers may be obliged to make under this Agreement in respect of Environmental
Liabilities incurred (i) as a result of a Seripharm Environmental Action shall
not exceed the amount of € 500,000 and/or (ii) as a result of a Remediation
Action shall not exceed the aggregate amount of the Actual Costs.


1.3.5                          Ceiling and Duration of the Tax Liabilities


(a)
It is agreed between the Parties that the Tax Liabilities can only be incurred
as a result of a breach or inaccuracy of the Sellers Representation contained
in sub-section 9 of Schedule 8.1.1.


(b)
Notwithstanding anything to the contrary contained in this Schedule or in this
Agreement, the aggregate liability or payments which the Sellers may be obliged
to make under this Agreement in respect of the Tax Liabilities shall be limited
in accordance with the period during which a Notified Claim in respect of this
Tax Liability is served so that:


-                    during
a fifteen-month period starting from the Closing Date: hundred percent (100%)
of the amount of Net Losses in respect of an Tax Liability shall be borne by
the Sellers;


-                    during
the period between fifteen months starting from the Closing Date until 36
months following the Closing Date: seventy five percent (75%) of the amount of
Net Losses in respect of an Tax Liability shall be borne by the Sellers and
twenty five (25%) of the amount of Net Losses in respect of an Tax Liability
shall be bared by the Purchaser


-                    after
a period of 36 months following the Closing Date: no liability of the Sellers
in respect of a Tax Liability shall be incurred in any manner whatsoever in
accordance with Article 1.3.14 below;


(c)          As
an exception to the above, it is agreed that ninety percent (90%) of the amount
of any Net Losses incurred in connection the items identified in the internal
note relating to Finorga tax reassessment referred to under Section 15.11.15 of
the Data Room Index (the “Tax Internal Note”), as set out in the
Documentation Schedule, shall be borne by the Sellers and ten percent (10%)
shall be borne by the Purchaser and the aggregate liability or payments which
the Sellers may be obliged to make in respect thereto shall not be subject to
any Duration Period.


1.3.6                      Non bis in idem


A
similar Loss will only be indemnified once pursuant to this Agreement even if such
Loss corresponds to the breach of several of the Sellers Representations or of
the covenant described in Article 6.3 of this Agreement.


1.3.7                      Variation of Laws


The
Sellers shall not be liable for and shall not be required to pay all or any
portion of any Net Loss to the extent that the amount of such Net Loss results
from or is increased by the adoption of, or modification of Laws occurring
after the Closing Date.



 58
 









 


1.3.8                      Changes attributable to the Purchaser and/or the Company


The
Sellers shall not be liable for or be obliged to pay all or any portion of any
Net Loss up to the amount of such Net Loss that directly results from, or is
increased by, any negligent or faulty act or omission by the Purchaser and/or
the Company or their directors, employees, agents or their respective
representatives after the Closing Date.


1.3.9                      Limits on indemnification


Notwithstanding
anything to the contrary contained in this Agreement and in particular this
Schedule:


(a)                                  The Sellers shall have no liability under any provision of this
Agreement for any punitive, incidental, consequential or indirect damages;


(b)                                 The Sellers may be liable for loss of net
income which will be considered as a direct damage only to the extent the
Purchaser can demonstrate that the amount of such loss results directly from
the breach of the representations or warranties made by the Sellers in Schedule
8.1.1 or the breach of the covenants by the Sellers contained in Article 6.3 of
this Agreement and cannot be mitigated by appropriate commercial action or
opportunity relating to the breach or alleged breach;


1.3.10               Obligation on the Purchaser and the Company to mitigate the Net Loss


(a)                                  The Purchaser and the Company shall take all
reasonable measures and steps and give all assistance and shall procure that
their respective directors, employees, agents or their representatives take all
reasonable measures and steps and give all assistance in order to avoid or
minimize the amount of any Net Loss in order to obviate the risk of (i) the
Sellers incurring liability for a Net Loss which they otherwise would not have
incurred or their liability already so incurred being exacerbated or increased,
or (ii) the amount of the Net Loss being increased.


(b)                                 If a Net Loss could give rise to a payment
under this Agreement, the Purchaser or the Company shall grant the Sellers the
option to intervene in order to limit or mitigate the Net Loss in so far as
such intervention does not unduly hinder the normal activities of the Company.
Where the Sellers’ intervention results in a diminution of the Net Loss, the
amount of the initial Net Loss in respect of which the Sellers could be liable
shall be reduced by a corresponding amount.


1.3.11                Knowledge of the Purchaser


(a)                                  Without prejudice to Article 1.3.12 below,
the Purchaser confirms that it has no knowledge of any breach of the Sellers
Representations on the date of this Agreement.


(b)                                 None of the Sellers shall have any obligation
to indemnify the Purchaser in respect of any Notified Claim for breach of the
Sellers Representations to extent that, prior to the date of this Agreement,
the Purchaser had knowledge of such breach.



 59
 









 


1.3.12               Exceptions to the Sellers’ representations and warranties


The
Sellers shall not be liable for and shall not be obliged to pay for all or any
portion of any Net Loss relating to:


(a)                                  any fact, matter or circumstance contained or
referred to in the Sellers Disclosure Letter in this Agreement, for all of
which the Purchaser shall be deemed to have knowledge, save as provided
otherwise in sub-paragraph (b) below.


(b)                                 By exception to the preceding paragraph (a):


-                    the matters contained in the letter to the
locally competent DRIRE referred to in Article 6.10.3 of the Agreement and the
related answers of the locally competent DRIRE shall be excluded from the
exceptions to the Sellers Representation made under Article 7 of Schedule
8.1.1;


-                    it is also agreed that, for the purposes of
the Sellers’ Representation made under Article 7 of Schedule 8.1.1, only facts,
matters or circumstances for which a specific cost estimate has been provided
in the 2006 Environmental VDD (as provided in Section 26.01 of the Data Room)
shall be taken into consideration to exclude, up to the aggregate amount of the
specific cost estimates provided in the 2006 Environmental VDD with respect to
such facts, matters or circumstances (i.e. € 8,000,000 in aggregate), the
Sellers’ liability under the present Schedule 8.3. By exception to the
foregoing, the Existing Monitoring/Remediation Costs, though not quantified in
the 2006 Environmental VDD, are deemed to be part of the Sellers Disclosure
Letter and to exclude the Sellers’ liability in respect thereof.


(c)                                  any fact, matter or circumstance which are
fairly disclosed or referred to in the Information Documents; and


(d)                                 any fact, matter or event relating directly
or indirectly to the Legacy Business.


(a),
(b), (c) and (d) above constitute exceptions to the representations and
warranties made by the Sellers under Schedule 8.1.1.


The
numbers and headings of the Sellers Disclosure Letter, this Agreement and of
the Information Documents shall be for convenience only and shall not limit the
effect of any of the disclosures contained in the Sellers Disclosure Letter, in
this Agreement or in the Information Documents. All disclosures validly made in
accordance with this Agreement and which are contained in the Sellers
Disclosure Letter, in this Agreement or in the Information Documents are made
in respect of the specific Sellers’ Representation that is referred to opposite
such disclosure in the Sellers Disclosure Letter.



 60
 









 


1.3.13               Notification by the Purchaser of breaches of the Sellers Representations


(a)           If,
after the date of this Agreement and before the Closing Date:


(i) the Purchaser shall become aware that there
was a breach of Sellers Representations as of the date of this Agreement; or


(ii)
any event shall occur or any matter shall arise of which the Purchaser becomes
aware which results or can reasonably be expected to result in a breach of the
Sellers Representations on the Closing Date;


the
Purchaser shall promptly notify the Sellers, setting out all relevant details
and the Sellers shall make any investigation concerning the event or matter as
the Purchaser may reasonably require.


(b)                                 If the Purchaser fails to notify the Sellers of any breach of Sellers
Representation in accordance with Article 1.3.14 below, the Purchaser
shall be deemed to have waived its right to make a Claim for any Loss arising
out of such breach.


1.3.14               Duration


(a)                                  Any Notified Claim made under Article 2 of this Schedule shall be
notified by the Purchaser to the Sellers at the latest 15 (fifteen) months
after the Closing Date (the “First Duration Period”).


(b)                                 By exception to the foregoing, any Notified Claims made in respect of
the representations and warranties referred to under (i) sub-sections 2 (Shares) of Schedule 8.1.1. shall be
notified until the expiration of its respective statute of limitation increased
by 30 days and (ii) the Environmental Liabilities and the Tax Liabilities shall
be notified at the latest thirty six (36) months after the Closing Date (the “Second
Duration Period”).


1.3.15               Longstop Date


Any
Notified Claim for indemnification pursuant to Article 1 of this Schedule that
has been notified to the Sellers in accordance with Article 2 of this Schedule
prior to the end of the applicable Duration Period and which is at that time
pending or challenged and for which payment has not been made shall survive the
expiry of the applicable Duration Period in accordance with this Schedule to
the extent still pending or challenged or unpaid at such date but shall
terminate and be null and void unless proceedings between the Parties with
respect to such Notified Claim have commenced within six months following the
end of the applicable Duration Period (provided that, with respect to any
Third-Party Claim relating to litigation brought against the Company, any
Notified Claim in respect of such Third-Party Claim (that has been notified in
good faith to the Sellers in accordance with Article 2 of this Schedule prior
to the end of the applicable Duration Period) shall survive until finally
resolved between the Purchaser and such third party pursuant to Article 2 of
this Schedule).


Any Notified Claim for indemnification in relation
to Actual Costs, notified to the Sellers prior to the end of the applicable
Duration Period and for which payment has not been made, shall survive the
expiry of the applicable Duration Period to the extent still unpaid at such
date but shall terminate and be null and



 61
 









 


void upon full repayment by the Sellers of the
indemnification payments related to the Actual Costs.


2                               Indemnification
procedure and payment of claims


2.1                            Indemnification Procedure


All
claims for indemnification by the Purchaser under this Schedule shall be
asserted and resolved as set forth in this Article 2 of this Schedule.


2.1.1                          In the event that the Purchaser or the Company becomes aware of any fact
or matter which may give rise to the Purchaser making a claim for indemnity
against the Sellers under this Schedule, the Purchaser shall provide written
notice thereof (a “Claim Notice”) to the Sellers, which Claim Notice
shall specify in detail the grounds on which the claim is based and a good
faith estimate of the amount of the claim, if possible (a “Notified Claim”),
within thirty (30) days from the date on which the Purchaser has become aware
of such fact or matter; provided, however, that the failure to notify on the
part of the Purchaser in the manner set forth herein shall not affect any
rights otherwise available to the Purchaser hereunder, except if, and to the
extent of, the prejudice suffered by the Sellers as a result of the Purchaser’
failure to notify.


The
Sellers shall have fifteen (15) days from receipt of the Claim Notice (the “Response
Period”) to notify the Purchaser whether or not the Sellers dispute their
liability to the Purchaser with respect to the relevant Notified Claim.


If
the Purchaser does not receive a response from the Sellers within the Response
Period, the Sellers shall be deemed to dispute the Notified Claim.


If
the Sellers deliver written notice to the Purchaser within the Response Period
specifying that the Sellers do not dispute the Notified Claim, the Sellers
shall pay the Purchaser the amount of the Net Loss corresponding to Notified
Claim set forth in the Claim Notice in accordance with Article 2.2 of this
Schedule.


If
the Sellers dispute such Notified Claim, the Sellers and the Purchaser shall
meet within fifteen (15) days following the end of the Response Period (the “Meeting
Period”) to discuss the Sellers’ dispute of the Notified Claim. If the
Purchaser and the Sellers are unable to resolve the Sellers’ dispute of the
Notified Claim (or do not meet to resolve the Sellers’ dispute of the Notified
Claim) within fifteen (15) days following the end of the Meeting Period, the
Sellers or the Purchaser may initiate proceedings in accordance with Article
9.13 of this Agreement with respect to such Notified Claim. Notwithstanding the
foregoing to the contrary, in the event a Notified Claim is a Third-Party
Claim, the Response Period with respect to such Notified Claim shall commence
on the date on which a final non-appealable judgment is rendered in respect of
such Third-Party Claim.


2.1.2                          In the event a Claim Notice is delivered by the Purchaser, the Purchaser
shall (and shall cause the Company and its accountants, attorneys and
representatives to permit the Sellers to review and consult all relevant
information and/or documents held by the Company, (or its accountants,
attorneys and representatives) relating to the relevant Notified Claim and
which are reasonably necessary to understand the conditions and circumstances
of the



 62
 









 


relevant Notified Claim and provide the Sellers with
access (subject to reasonable notice and during regular business hours) to any
employees of the Company and make readily available to the Sellers (i) all
relevant books, records, and documents relating to the Notified Claim and (ii)
all other items reasonably requested by the Sellers in connection therewith
which are necessary to understand the conditions and circumstances of the
relevant Notified Claim.


2.1.3                          In the event the Purchaser or the Company receives a claim, demand,
audit notice, summons, or notice of any pending litigation (or material
threatened litigation) which has or which could give rise to a Notified Claim
under this Schedule as a result of or in connection with a claim or liability
to a third party (a “Third-Party Claim”), the Purchaser shall promptly,
but in no event later than ten (10) Business Days following the Purchaser’ or
the Company’s receipt of such Third-Party Claim, notify the Sellers of such
claim or demand and the amount or the estimated amount thereof (the “Third-Party
Claim Notice”); provided, however, that the failure to notify on the part
of the Purchaser in the manner set forth herein shall not affect any rights
otherwise available to the Purchaser hereunder, except if, and to the extent
of, the prejudice suffered by the Sellers as a result of the Purchaser’ failure
to notify. The Sellers shall have no liability with respect to costs and
expenses incurred by the Purchaser or the Company prior to the time the Third
Party Claim Notice is delivered to the Sellers.


2.1.4                          The Sellers shall have until five (5) Business Days prior to the date on
which the Purchaser and/or the Company, is or are required to respond to the
Third-Party and at the latest thirty (30) Business Days from the receipt of the
Third-Party Claim Notice (the “Notice Period”) to notify the Purchaser
whether or not the Sellers desire to defend such Third-Party Claim. If the
Purchaser does not receive any response from the Sellers within the Notice
Period, the Sellers shall be deemed not to desire to defend such Third-Party
Claim. All costs and expenses incurred by the Purchaser or the Company in
defending such Third-Party Claim shall be borne by the Sellers.


2.1.5                          In the event that the Sellers notify the Purchaser within the Notice
Period that they desire to defend the Third-Party Claim, except as hereinafter
provided, the Sellers shall have the right to defend the Third-Party Claim and
shall have the sole power to direct and control such defense, having due
consideration to the corporate interests of the Company.


In
such case, and in addition to the covenants provided for in Article 2.1.2 of
this Schedule, the Purchaser shall or shall cause the Company to provide the
Sellers and their counsel access to relevant business records which are
necessary to understand the conditions and circumstances of the relevant
Third-Party Claim, and shall use its reasonable best efforts to assist, and to
cause the Company’s employees to assist, in the defense of such Third-Party
Claim.


The
Sellers shall under no circumstances settle, compromise or offer to settle or
compromise any such Third-Party Claim on a basis which would have a Material
Adverse Effect for the Company.


2.1.6                          If the Sellers elect or are deemed to elect not to defend the
Third-Party Claim where such Third-Party Claim has been brought against the
Company, then the Purchaser or the Company shall have the right to defend the
Third-Party Claim



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and shall have the sole power to direct and control
such defense. In any event, the Sellers shall have the right to participate in
the defense or settlement of any Third-Party Claim for which the Sellers may be
liable hereunder at their own expense.


2.1.7                          The Purchaser shall not (and shall take all steps within its control to
procure that the Company shall not) settle, compromise or discharge a
Third-Party Claim or admit to any liability with respect to such Third-Party
Claim without the prior written consent of the Sellers.


2.2                            Payment of Claims


2.2.1                          Any Notified Claim accepted by the Sellers on a certain date under the
terms of Article 2.1 of this Schedule shall be deemed to be certain, in liquid
form and due and payable from that date. Where this is not the case, and
without prejudice to any legal disposition, an amount shall be deemed to be
certain, in liquid form and due and payable under Article 2 of this Schedule
following (i) an agreement between the Sellers and the Purchaser or the Company
with respect to the relevant Notified Claim, (ii) a settlement agreement in
accordance with article 2044 of the French Civil Code being concluded between
the Sellers and the Purchaser or the Company with respect to the relevant
Notified Claim, or (iii) an enforceable, non-appealable and final decision
being rendered by the tribunal or court with respect to the relevant Notified
Claim (it being agreed by the Sellers that for the purposes of Article 2.2.2 of
this Schedule and in the situation referred to in this sub-paragraph (iii), the
due date shall be the date following the date the enforceable, non-appealable
and final decision of the tribunal or court is rendered).


2.2.2                          Any delay in payment (starting from the due date) by the Sellers of sums
due under this Article 2 of this Schedule will result in the Sellers having to
pay interest at EURIBOR.


2.2.3                          In accordance with Articles 1.2 and 1.3 of this Schedule, in order to
determine the final amount of the Net Loss, if one of the amounts to deduct
from a Loss is known or ascertained or calculated only after the Net Loss has
been paid by the Sellers to the Purchaser or the Company, the Purchaser or the
Company shall reimburse to the Sellers an amount equal to the difference
between (i) the amounts paid by the Sellers in relation to such Loss and (ii)
the amounts which would have been paid if the amounts to be deducted from the
Loss in accordance with Articles 1.2 and 1.3 of this Schedule had been known
before the date of payment of such Net Loss.


2.2.4                          When a Loss in respect of which payment of the amount of Net Loss has
been made by the Sellers to the Purchaser or the Company is reduced or
recovered in whole or in part for any reason other than in accordance with
Articles 1.2 and 1.3 of this Schedule, the Purchaser or the Company shall pay
to the Sellers an amount corresponding to the reduction or recovery of the Loss
(up to the amount of the Net Loss paid by the Sellers to the Purchaser or the
Company).


 



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