Exhibit 10.1



 






Exhibit 10.1




Asset and Share Purchase Agreement


dated February 28, 2006




regarding the acquisition




of




the shares in HAPA AG and the LAETUS security business and related SSC items









Bird & Bird




Pacellistr 14

80333 Munich

Tel.+49 89 3581 6000

Fax. +49 89 3581 6011




 









 





	 	 	 	 	 
	BIRD & BIRD

	 	2/58
	 	ASPA
	G.D. S.p.A.
	 	 	 	 





between





	1.	 	Romaco International B.V., Amsterdam, Veerdijk 40 E, 1531MS Wormer,
Netherlands, a private limited liability company under Dutch law





-“Seller 1”-





	2.	 	Romaco Pharmatechnik GmbH, Karlsruhe, Am Heegwald 11, 76227 Karlsruhe, Germany, a
limited liability company under German law, registered with the commercial register of the
local court of Karlsruhe under HRB 10573





-“Seller 2”-





	3.	 	Robbins & Myers, Inc., 1400 Kettering Tower, Dayton, Ohio 45423, USA, a publicly
listed stock corporation under the laws of Ohio, USA





-“Sellers’ Parent Company”-



- Seller 1, Seller 2 and Sellers’ Parent Company collectively “Sellers Group” and
individually




a “Seller” -





	4.	 	Coesia S.p.A., Piazza San Domenico, 10, 40124 Bologna, Italy, a stock corporation under
Italian law registered with the commercial register of Bologna





-“Purchaser”-



- Sellers Group (or its individual members) and Purchaser collectively the “Parties”




and each a “Party” -




 









 







	 	 	 	 	 
	BIRD & BIRD

	 	3/58
	 	ASPA
	G.D. S.p.A.
	 	 	 	 






Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	Index of Defined Terms	 	 	4	 
	Recitals	 	 	6	 
	1.

	 	Selected Defined Terms and Abbreviations
	 	 	7	 
	2.

	 	Current Status
	 	 	9	 
	3.

	 	Sale and Transfer of the HAPA AG Shares
	 	 	10	 
	4.

	 	Sale and Transfer of the LAETUS Items
	 	 	10	 
	5.

	 	Sale and Assignment of the SSC Items
	 	 	15	 
	6.

	 	Purchase Price
	 	 	19	 
	7.

	 	Accounts
	 	 	19	 
	8.

	 	Payment Terms
	 	 	20	 
	9.

	 	Closing Adjustment
	 	 	21	 
	10.

	 	Closing Date
	 	 	24	 
	11.

	 	Closing
	 	 	24	 
	12.

	 	Representations and Warranties by Seller 1
	 	 	27	 
	13.

	 	Representations and Warranties by Seller 2
	 	 	27	 
	14.

	 	Representations and Warranties by the Sellers’ Parent Company
	 	 	28	 
	15.

	 	Remedies of Purchaser
	 	 	28	 
	16.

	 	2005 Financial Information Adjustment
	 	 	31	 
	17.

	 	Special Indemnifications
	 	 	33	 
	18.

	 	Limitation of Liability / Statute of Limitation / Default
	 	 	41	 
	19.

	 	Representations and Warranties by Purchaser
	 	 	43	 
	20.

	 	Covenants and other Agreements
	 	 	44	 
	21.

	 	Guarantees of Sellers’ Parent Company
	 	 	47	 
	22.

	 	Non-Compete
	 	 	47	 
	23.

	 	Merger Notification
	 	 	49	 
	24.

	 	Transition of Business
	 	 	49	 
	25.

	 	Confidentiality and Public Announcements
	 	 	50	 
	26.

	 	Notices
	 	 	51	 
	27.

	 	Costs and Expenses
	 	 	52	 
	28.

	 	Miscellaneous
	 	 	53	 
	List of Annexes	 	 	56	 







 










 






	 	 	 	 	 
	BIRD & BIRD

	 	4/58
	 	ASPA
	G.D.S.p.A.
	 	 	 	 






Index of Defined Terms




	 	 	 	 	 
	 	 	Page	 
	 
	2005 EBIT Notice
	 	 	32	 
	2005 EBIT Reduction
	 	 	33	 
	2005 Financial Information
	 	 	31	 
	2005 Sales
	 	 	31	 
	Accounting Date
	 	 	7	 
	Accounting Date Net Assets
	 	 	22	 
	Accounting Principles
	 	 	7	 
	Accounts
	 	 	20	 
	Affiliates
	 	 	7	 
	Agreement
	 	 	6	 
	AktG
	 	 	7	 
	Best Knowledge of Sellers Group
	 	 	7	 
	BGB
	 	 	7	 
	Breach Notice
	 	 	29	 
	Business Days
	 	 	7	 
	Cash
	 	 	7	 
	CHF
	 	 	7	 
	Closing
	 	 	24	 
	Closing Adjustment
	 	 	21	 
	Closing Confirmation
	 	 	26	 
	Closing Date
	 	 	24	 
	Closing Events
	 	 	24	 
	Closing Statement
	 	 	23	 
	Co
	 	 	7	 
	Competitive Business
	 	 	48	 
	Competitor
	 	 	48	 
	Confidential Information
	 	 	50	 
	Contract
	 	 	61	 
	Contractual Interest Rate
	 	 	21	 
	Corrected 2005 EBIT
	 	 	32	 
	Corrected EBIT
	 	 	32	 
	Damages
	 	 	29	 
	Directors and Officers
	 	 	8	 
	Doubtful Accounts
	 	 	41	 
	EBIT
	 	 	32	 
	Effective Time
	 	 	8	 
	Environmental Contamination
	 	 	34	 
	Environmental Laws
	 	 	34	 
	Errors
	 	 	32	 
	Escrow Account
	 	 	20	 
	Escrow Agent
	 	 	20	 
	Escrow Agreement
	 	 	21	 
	Escrow Amount
	 	 	20	 
	Escrow Balance
	 	 	21	 
	EUR
	 	 	8	 
	Executable Order
	 	 	34	 
	Expert
	 	 	14	 
	Final Net Assets
	 	 	22	 
	Final Purchase Price
	 	 	23	 
	Financial Debt
	 	 	8	 
	Fiscal 2005
	 	 	31	 
	FusG
	 	 	8	 
	GmbHG
	 	 	8	 
	GWB
	 	 	8	 
	HAPA AG
	 	 	6	 
	HAPA AG Accounts
	 	 	19	 
	HAPA AG Corporate Documents
	 	 	10	 
	HAPA AG Share Certificate
	 	 	9	 
	HAPA AG Shares
	 	 	9	 
	HAPA Business
	 	 	6	 
	HAPA De-merger
	 	 	6	 
	HAPA Demerger Effective Date
	 	 	6	 
	HAPA Excess Employee
	 	 	39	 
	HAPA Excess Employee Liabilities
	 	 	38	 
	HAPA FusG 47-Claims
	 	 	40	 
	HAPA Purchase Price
	 	 	19	 
	HAPA Supply Agreement
	 	 	25	 
	HAPA Tax Returns
	 	 	71	 
	HAPA Transferred Employees
	 	 	39	 
	Hazardous Materials
	 	 	34	 
	HGB
	 	 	8	 
	Indemnifiable Tax
	 	 	35	 
	Indemnification Notice
	 	 	40	 
	Interests
	 	 	8	 
	Intra-Group Agreements
	 	 	49	 
	LAETUS Accounting Documentation
	 	 	12	 
	LAETUS Accounts
	 	 	19	 
	LAETUS Assets
	 	 	68	 
	LAETUS Assets Germany
	 	 	58	 
	LAETUS Assets Italy
	 	 	64	 
	LAETUS Business
	 	 	6	 
	LAETUS Contracts Italy
	 	 	67	 
	LAETUS ContractsGermany
	 	 	61	 
	LAETUS Employment Contracts
	 	 	13	 
	LAETUS Excess Employee Liabilities
	 	 	39	 
	LAETUS Excess Empoyees
	 	 	39	 
	LAETUS Excluded Items
	 	 	11	 
	LAETUS Fixed Assets Germany
	 	 	58	 
	LAETUS Fixed Assets Italy
	 	 	64	 
	LAETUS Intellectual Property Rights Germany
	 	 	58	 
	LAETUS Intellectual Property Rights Italy
	 	 	64	 
	LAETUS Inventory Germany
	 	 	59	 
	LAETUS Inventory Italy
	 	 	64	 
	LAETUS Italy
	 	 	63	 
	LAETUS Items
	 	 	11	 
	LAETUS Items Germany
	 	 	11	 
	LAETUS Lease
	 	 	26	 
	LAETUS Liabilities Germany
	 	 	60	 
	LAETUS Liabilities Italy
	 	 	66	 
	LAETUS Other Assets Germany
	 	 	59	 
	LAETUS Other Assets Italy
	 	 	64	 
	LAETUS Purchase Price
	 	 	19	 
	LAETUS Transferred Employees
	 	 	13	 
	LAETUS Unit Italy
	 	 	63	 
	Legal Entity
	 	 	8	 
	Material Adverse Effect
	 	 	9	 






 









 







	 	 	 	 	 
	BIRD & BIRD

	 	5/58
	 	ASPA
	G.D.S.p.A.
	 	 	 	 






	 	 	 	 	 
	 	 	Page	 
	 
	Net Asset Shortfall
	 	 	22	 
	Net Asset Surplus
	 	 	22	 
	Net Preliminary Aggregate Purchase Price
	 	 	20	 
	Notice
	 	 	43	 
	Ordinary Course of Business
	 	 	9	 
	Parties
	 	 	2	 
	Parly
	 	 	2	 
	Pre-Closing Environmental Liability
	 	 	34	 
	Preliminary Aggregate Purchase Price
	 	 	19	 
	Purchased Items
	 	 	19	 
	Purchaser
	 	 	2	 
	Purchaser’s Account
	 	 	20	 
	Purchaser’s Objection
	 	 	23	 
	Reference Balance Sheet
	 	 	22	 
	Refund Claim
	 	 	53	 
	Related Parties
	 	 	9	 
	Repurchased Accounts
	 	 	41	 
	Reversal Effect
	 	 	36	 
	Romaco AG
	 	 	6	 
	Secondary Recipients
	 	 	50	 
	Seller
	 	 	2	 
	Seller 1
	 	 	2	 
	Seller 1 Breach
	 	 	28	 
	Seller 2
	 	 	2	 
	Seller 2 Breach
	 	 	28	 
	Sellers’ Account
	 	 	20	 
	Sellers Breaches
	 	 	28	 
	Sellers Group
	 	 	2	 
	Sellers’ Objection
	 	 	32	 
	Sellers’ Parent Company
	 	 	2	 
	Sellers’ Parent Company Breach
	 	 	28	 
	Signing Date
	 	 	9	 
	SSC Accounting Documentation
	 	 	16	 
	SSC Accounts
	 	 	20	 
	SSC Companies
	 	 	6	 
	SSC Contracts
	 	 	70	 
	SSC EBIT Error
	 	 	32	 
	SSC Employee Costs
	 	 	31	 
	SSC Excess Employee Liabilities
	 	 	39	 
	SSC Excess Employees
	 	 	39	 
	SSC Excluded Items
	 	 	16	 
	SSC Files
	 	 	18	 
	SSC Financial Data
	 	 	31	 
	SSC Financials
	 	 	31	 
	SSC IP
	 	 	18	 
	SSC Items
	 	 	15	 
	SSC Liabilities
	 	 	69	 
	SSC Purchase Price
	 	 	19	 
	SSC Transferred Employee Costs Schedule
	 	 	31	 
	SSC Transferred Employees
	 	 	17	 
	SSCEmployment Contracts
	 	 	17	 
	SSCs
	 	 	6	 
	Tax Authority
	 	 	9	 
	Tax Benefit
	 	 	36	 
	Tax Returns
	 	 	36	 
	Taxes
	 	 	9	 
	Third Party Claim
	 	 	30	 
	Transaction
	 	 	7	 
	Transition Services Agreements
	 	 	26	 
	UStG
	 	 	53	 
	Withdrawn Admission of Obligation to Indemnify
	 	 	30	 







 










 






	 	 	 	 	 
	BIRD & BIRD

	 	6/58
	 	ASPA
	G.D.S.p.A.
	 	 	 	 






Recitals





	A.	 	Seller 1 is the sole owner of all the outstanding shares in HAPA AG, a stock
corporation with its registered office in Volketswil and business offices at
Chriesbaumstrasse 4, 8604 Volketswil, Switzerland and registered with the commercial
register of the Canton of Zurich, Switzerland under no, CH-020,3.029,554-8 (“HAPA AG”).
Since its incorporation, HAPA AG has been engaged in the design, manufacture, testing,
installation, services (including after sales services) and sale of printing machines,
printing systems (including on-demand printing machines and systems) and related spare
parts and consumables (the “HAPA Business”). HAPA AG originates from the de-merger
(Spaltung zur Neugrundung) of the assets and liabilities related to the HAPA Business, as
listed in the demerger plan, from Maco AG, Chriesbaumstr, 4, 8604 Volketswil,
Switzerland (“Romaco AG”) into HAPA AG pursuant to Sections 29 lit. bet seq. FusG (the
“HAPA De-merger”) executed on February 9, 2006 with economic effect as of September 1,
2005 (the “HAPA De-merger Effective Date”).
	 
	B.	 	Seller 2 is engaged in the design, manufacture, testing, installation, service
(including after sale services) and sale of packaging security solutions including
bar-code reading systems, vision inspection systems and related information processing and
networking software, spare parts and consumables (the “LAETUS Business”).
	 
	C.	 	Sellers’ Parent Company is a leading manufacturer and marketer of equipment and
systems for the global pharmaceutical, energy and industrial markets.
	 
	D.	 	Purchaser is an industrial group controlling a multinational portfolio of automatic
machinery businesses.
	 
	E.	 	Seller 1 intends to sell and transfer, and Purchaser intends to acquire, all the
outstanding shares in HAPA AG pursuant to the terms and conditions of this Agreement and
its Annexes (the “Agreement”).
	 
	F.	 	Seller 2 intends to sell and transfer, and Purchaser intends to acquire, certain assets,
liabilities and contracts relating to the LAETUS Business pursuant to the terms and
conditions of this Agreement.
	 
	G.	 	Sellers’ Parent Company intends to sell and transfer, or have its subsidiaries set
out in Annex G (the “SSC Companies”) transfer, and Purchaser intends to acquire, certain
assets, liabilities and contracts related to the sales and service centers operated by the
SSC Companies for the HAPA Business and/or the LAETUS Business (the “SSCs”) pursuant to the
terms and conditions of this Agreement.





 









 





	 	 	 	 	 
	BIRD & BIRD

	 	7/58
	 	ASPA
	G.D.S.p.A.
	 	 	 	 







	 	 	(E. through G. collectively the “Transaction”).





Now, therefore, the Parties agree as follows:





	1.	 	Selected Defined Terms and Abbreviations
	 
	 	 	In this Agreement, except where set forth otherwise, the following terms and abbreviations
shall have the following meaning:
	 
	 	 	“Accounting Date” shall be November 27, 2005.
	 
	 	 	“Accounting Principles”: United States generally accepted accounting principles (GAAP) and
the policies and practices in “Robbins & Myers Corporate Finance Policies and Procedures”
(so long as they are not inconsistent with GAAP) as in effect on the date of preparation of
the respective accounting document in question, consistently applied on a going-concern
basis.
	 
	 	 	“Affiliates”: any individual persons or Legal Entities who or which are affiliated
enterprises (verbundene Unternehmen) within the meaning of Sections 15 et seq, AktG.
	 
	 	 	“AktG”; the German Stock Corporation Act (Aktiengeselz).
	 
	 	 	“Best Knowledge of Sellers Group” means that one of persons listed on Annex B had
actual knowledge of a fact or the particular matter referred to, or constructive knowledge,
being what a prudent merchant (ordentlicher Kaufmann) in a like position would have known,
or should have known, of a fact or the particular matter referred to had he reviewed
readily available data and information and discussed such matters with the persons having
responsibility for such matter.
	 
	 	 	“BGB”: the German Civil Code (Burgerliches Gesetzbuch).
	 
	 	 	“Business Days”: any days other than Saturdays, Sundays and public holidays, in each case
in Frankfurt am Main/Germany.
	 
	 	 	“Cash” shall mean the aggregate amount of any cash, cash equivalents (including cheques
received and reflected in the books of the receiving entity whether or not credited to a
bank account) and credit balances with banks and other financial institutions, including
the banks of Sellers Group, within the meaning of Section 266 para. 2 B IV HGB.
	 
	 	 	“CHF”: Swiss Francs, the lawful currency of Switzerland.
	 
	 	 	“CO”: the Swiss Code of Obligations (Schweizerisches Obligationenrecht).





 









 





	 	 	 	 	 
	BIRD & BIRD

	 	8/58
	 	ASPA
	G.D.S.p.A.
	 	 	 	 







	 	 	“Directors and Officers”: any managing
directors (Geschäfisfuhrer), members of the
management board (Mitglieder des Vorstandes/Mitglieder der
Geschäftsleitung), members of
the supervisory board (Mitglieder des Aufsichtsrats), members of the board of directors or
any other statutory representatives or members of any other statutory bodies of
representation of any Legal Entity in any jurisdiction.
	 
	 	 	“Effective Time” shall be at Closing Date 24:00 hs CET 
	 
	 	 	“EUR”: Euro, the lawful currency of the European Union.
	 
	 	 	“Financial Debt”: shall mean the aggregate amount of any interest bearing debts (in each
case including accrued and unpaid interest), which are explicitly shown in the relevant
financial statement as






	 	(i)	 	bonds (Anleihen),
	 
	 	(ii)	 	loan agreements with banks and other financial institutions (Verbindlichkeiten
gegenüber Kreditinstituten) including the banks of Sellers Group,
	 
	 	(iii)	 	overdrafts and promissory notes,
	 
	 	(iv)	 	and the outstanding portion of the debts entered into (x) under capitalized
lease agreements, (y) whether or not reflected in the books, any factoring agreement
and (z) any intercompany financial liability.






	 	 	Financial Debt, shall, for the avoidance of doubt, not include any other liability or
obligation, in particular any trade liabilities (Verbindlichkeiten aus Lieferungen und
Leistungen), accruals/reserves/liabilities for pensions and similar liabilities
(Rückstellungen für Pensionen und ähnliche Verpflichtungen), tax and social security
liabilities.
	 
	 	 	“FusG”: the Swiss Act on Merger, De-merger,
Conversion and Transfer of Assets (Bundesgesetzüber Fusion, Spaltung, Umwandlungen und Vermödgensubertragung).
	 
	 	 	“GmbHG”: the German Act on Limited Liability
Companies (Gesetz über Gesellschaften mil
beschränkter Haftung).
	 
	 	 	“GWB”: the German Antitrust Act (Gesetz
gegen Wettbewerbsbeschränkungen).
	 
	 	 	“HGB”: the German Commercial Code (Handelsgesetzbuch).
	 
	 	 	“Interests”: any shares, partnership interests, options or other equity interests or any
voting rights in any Legal Entity in any jurisdiction and any right or promise or option to
acquire or to be entitled at any time to any Interest.
	 
	 	 	“Legal Entity”: any corporation, company, partnership, association or any legal entity
established pursuant to the laws of any jurisdiction.





 









 





	 	 	 	 	 
	BIRD & BIRD

	 	9/58
	 	ASPA
	G.D.S.p.A.
	 	 	 	 







	 	 	“Material Adverse Effect” shall mean any circumstance, development, event, condition
or occurrence which (i) has had, or reasonably could be expected to have, a material
adverse effect on the business, condition (financial or otherwise), assets, properties,
liabilities, rights, obligations, operations or prospects of, taken as a whole, HAPA AG,
the LAETUS Business of Seller 2 and the HAPA Business and LAETUS Business of the SSC
Companies (other than arising out of any change in the economy in general or the market in
which HAPA AG, Seller 2 (only with respect to its LAETUS Business) or the SSC Companies
(only with respect to their HAPA Business and LAETUS Business) operate); or (ii) materially
impairs or delays, or reasonably could be expected to materially impair or delay, the
ability of the Parties to consummate the Transaction or to perform the Parties’ obligations
under this Agreement.
	 
	 	 	“Ordinary Course of Business”: an action taken will be deemed to have been taken in the
“Ordinary Course of Business” only if:






	 	(i)	 	such action is consistent with the past practices and has been taken in the
ordinary course of business of the normal day-to-day operations of the respective
company, and
	 
	 	(ii)	 	such action is not required to be specifically authorized by (i) the board of
directors (Verwaltungsrat) of HAPA AG or the supervisory board (Aufsichtsrat) of
Seller 2, if any, or the respective supervisory board of the SSC Companies, if any, or
(ii) the parent company (if any).






	 	 	“Related Parties”: any individual persons or Legal Entities who or which are (i) Affiliates
or (ii) relatives (Angehörige) within the meaning of Section 15 of the German Tax Code
(Abgabenordnung- AO).
	 
	 	 	“Signing Date”: shall be the day on which this Agreement has been duly executed,
(Unterzeichnungstag),
	 
	 	 	“Taxes”: all kind of taxes (including direct, indirect or ancillary taxes, duties,
withholdings) and all related charges, interest, penalties, expenses and fines thereon,
imposed by any regional, national or other public authority or body (“Tax Authority”).
	 
	2.	 	Current Status
	 
	2.1	 	The share capital of HAPA AG amounts to CHF 1,000,000 and is divided into 1,000 bearer shares (Inhaberaktien) with a nominal value of CHF 1,000 each,
	 
	2.2	 	Seller 1 holds all 1,000 shares in HAPA AG (the “HAPA AG Shares”), represented by a share
certificate, which is kept in custody by HAPA AG (the “HAPA AG Share Certificate”).





 









 





	 	 	 	 	 
	BIRD & BIRD

	 	10/58
	 	ASPA
	G.D.S.p.A.
	 	 	 	 







	2.3	 	Sellers Group has provided Purchaser with copies of (i) the complete plan for the HAPA
De-merger dated November 18, 2005 including all exhibits thereto, including the balance sheet
of Romaco AG dated August 31, 2005 as well as the opening balance sheet of HAPA AG as of
September 1, 2005; (ii) Romaco AG’s de-merger report and the auditors’ report regarding the
de-merger plan; (iii) the public deed dated January 31, 2006 regarding Romaco AG’s
extraordinary shareholders’ meeting pertaining to the de-merger of the HAPA Business into HAPA
AG; and (iv) the public deed regarding the incorporation of HAPA AG,
	 
	2.4	 	Annex.2.4 contains copies of (i) the current commercial register extract for HAPA AG,
(ii) pending commercial register applications (or equivalent documents), if any, (iii) the
current version of the articles of association, and (iv) any pending shareholders’ resolutions
or other statements to change such articles or agreements (all items under (ii) through (iv)
of HAPA AG the “HAPA AG Corporate Documents”).
	 
	3.	 	Sale and Transfer of the HAPA AG Shares
	 
	3.1	 	Seller 1 hereby sells (verkauft) the HAPA AG Shares to Purchaser, and Purchaser accepts
such sale.
	 
	3.2	 	Seller 1 assigns (übereignet) the HAPA AG Shares to Purchaser, including the ownership of
the HAPA AG Share Certificate, with effect as of the Effective Time, and Purchaser accepts
such assignment.
	 
	3.3	 	The sale and assignment of the HAPA AG Shares shall include all ancillary rights appertaining
thereto (Nebenrechte), including the rights to any undistributed profits from any periods
prior to the Effective Time.
	 
	3.4	 	The assignment, but not the sale, of the HAPA AG Shares pursuant to this Section 3 shall be
subject to the condition precedent (aufschiebende Bedingung) that Purchaser has made the
payments pursuant to Section 11.8 and shall become effective (Befristung) at the
Effective Time.
	 
	4.	 	Sale and Transfer of the LAETUS Items
	 
	4.1	 	The LAETUS Items to be sold and transferred by Seller 2 to Purchaser under the terms of
this Agreement shall consist of:
	 
	4.1.1	 	the LAETUS Assets Germany as defined in Annex 4.1.1,
	 
	4.1.2	 	the LAETUS Liabilities Germany as defined in Annex 4.1.2,
	 
	4.1.3	 	the LAETUS Employment Contracts Germany as defined in Section 4.6.1,
	 
	4.1.4	 	the LAETUS Contracts Germany as defined in Annex 4.1.4, and






 










 






					
	BIRD & BIRD

G.D. S.p.A.
	 	11/58
	 	ASPA







	4.1.5	 	the LAETUS Unit Italy as defined in Annex 4.3.1
	 
	 	 	(the LAETUS Assets Germany, the LAETUS Liabilities Germany, the LAETUS Employment Contracts Germany
and the LAETUS Contracts Germany collectively the “LAETUS Items Germany”; the LAETUS Items Germany
and the LAETUS Unit Italy collectively the “LAETUS Items”).
	 
	4.2	 	All assets, liabilities and contracts of Seller 2 not forming a part of the LAETUS Items
(collectively the “LAETUS Excluded Items”) are expressly excluded from the sale and transfer to
Purchaser. The LAETUS Excluded Items include the assets of Seller 2 set out in Annex 4.2.
	 
	4.3	 	Sale and Transfer of the LAETUS Unit Italy
	 
	4.3.1	 	Seller 2 hereby sells to Purchaser the LAETUS Unit Italy as defined in Annex 4.3.1 and Purchaser accepts such sale.
	 
	4.3.2	 	Seller 2 undertakes to transfer, and Purchaser undertakes to accept or to cause its
Affiliates to accept such transfer, the LAETUS Unit Italy to Purchaser at Closing with effect of
the Effective Time pursuant to Section 11.5.5.
	 
	4.4	 	Sale and Transfer of the LAETUS Assets Germany (including reference to LAETUS
Unit Italy)
	 
	4.4.1	 	Seller 2 hereby sells to Purchaser the LAETUS Assets Germany and Purchaser accepts such sale.
	 
	4.4.2	 	With respect to the LAETUS Assets Germany which are movable assets (bewegliche Sachen)
and with effect as of the Effective Time:
	 
	4.4.2.1	 	Seller 2 hereby transfers to Purchaser title to the LAETUS Assets Germany and
Purchaser accepts such transfer. If and to the extent that any retention of title rights
(Eigentumsvorbehaltsrechte) exist in respect of the LAETUS Assets Germany or the LAETUS Assets
Germany have been transferred to third parties by way of security transfer (sicherungsubereignet).
Seller 2 hereby transfers to Purchaser, and Purchaser accepts such transfer of, all contingent
rights (Amvartschaftsrechte) existing in favor of Seller 2 with regard to such LAETUS Assets
Germany.

	 
	4.4.2.2	 	At Closing, Seller 2 shall grant Purchaser possession of the LAETUS Assets
Germany as of the Effective Time as set forth in Section 11.5.

	 
	4.4.3	 	Seller 2 hereby assigns (abireten) to Purchaser, and Purchaser accepts such assignment,
all LAETUS Assets Germany which are not movable assets with effect as of the Effective Time.




 









 











					
	BIRD & BIRD

G.D. S.p.A.
	 	12/58
	 	ASPA







	4.4.4	 	The assignment, but not the sale, of the LAETUS Assets Germany pursuant to
Sections 4.4.2.1 and 4.4.3 is subject to the condition precedent (aufschiebende Bedingung ) that Purchaser
has made the payments pursuant to Section 11.8.
	 
	4.4.5	 	Immediately after the Closing Date, the Parties will jointly (i) endeavor to assign the
registration of the LAETUS Intellectual Property Rights Germany (as defined in Annex
4.1.1(c)), and any corresponding applications and (ii) undertake any further measures and make
all declarations necessary to deliver the LAETUS Assets Germany and the LAETUS Assets Italy
(including the LAETUS Intellectual Property Rights Italy as defined in Annex4.3.1(a)(iii) to
Purchaser and to enable Purchaser to use the LAETUS Assets Germany and the LAETUS Assets Italy as
of the Effective Time.
	 
	4.4.6	 	After Closing and upon request of Purchaser, Seller 2 shall provide to Purchaser copies
of the LAETUS Accounting Documentation which falls under the applicable statutory retention periods
as of the Effective Time. Furthermore, Purchaser shall have the right to access the LAETUS
Accounting Documentation upon prior notice during regular business hours as reasonably requested by
Purchaser. “LAETUS Accounting Documentation” shall mean all books, records and
other documentation relating to the LAETUS Items and the LAETUS Business and including (i)
commercial books and commercial documentation (including any documentation and correspondence
related to Seller 2’s customers, suppliers, agents, distributors, products, services and projects),
(ii) documentation covering Seller 2’s current and past employees, Directors and
Officers, inventories, records, (iii) documentation related to Seller 2’s current and past
assets and liabilities (whether assumed by Purchaser or not), and (iv) Seller 2’s opening balance,
annual accounts, and book keeping vouchers (in each case (i) through (iv) to the extent relating to
the LAETUS Items or the LAETUS Business).
	 
	4.4.7	 	After Closing and upon request of Purchaser, Seller 2 shall use its best commercially
reasonable efforts to support Purchaser in (but shall, for the avoidance of doubt not be liable
for) obtaining all private and public permits issued and licenses granted to the owner of the
LAETUS Items which are not automatically transferred to Purchaser by operation of law but must be
re-granted or be expressly transferred to Purchaser.
	 
	4.5	 	Assumption of the LAETUS Liabilities Germany (including reference to LAETUS Unit
Italy)
	 
	4.5.1	 	As of the Effective Time, Purchaser assumes by way of assumption of debt with full discharge
of the original debtor (im Wege der befreienden Schuldúbernahme) the LAETUS Liabilities Germany and
Seller 2 agrees to such assumption. The Parties acknowledge that the debt releasing effect of such
assumption (die schuldbefreiende Wirkung ) vis-á-vis any third party requires the consent of the
respective third party and that in the event such consent is not obtained, Section 4.8 shall apply.




 









 











					
	BIRD & BIRD

G.D. S.p.A.
	 	13/58
	 	ASPA







	4.5.2	 	Except for the LAETUS Liabilities Germany, any liabilities assumed in connection
with the transfer to Purchaser of the LAETUS Employment Contracts Germany, the LAETUS Contracts
Germany and the LAETUS Unit Italy pursuant to Sections 4.6, 4.7 and 4.3, Purchaser shall not assume
any other liabilities from Seller 2, irrespective of whether or not they pertain to the LAETUS
Business,
	 
	4.5.3	 	Seller 2 shall hold harmless and indemnify Purchaser from any other liabilities of
Seller 2, i.e. any liabilities of Seller 2 that are not transferred to Purchaser pursuant to this
Agreement.
	 
	4.6	 	Transfer of the LAETUS Employees Germany
	 
	4.6.1	 	By operation of law (Section 613a BGB), Purchaser shall assume, with effect as of the
Effective Time, all rights, obligations and liabilities arising from all permanent and
non-permanent employment relationships (Arbeitsverhaltnisse) (the “LAETUS Employment Contracts”)
of Seller 2’s employees who are exclusively or predominantly engaged in the LAETUS Business.
As between the Parties, it is agreed that only the employment relationships of those employees
listed in Annex  4.6.1 (including a separate list of the employees of the LAETUS Unit Italy) shall be
transferred to Purchaser (the “LAETUS Transferred Employees”). Annex 4.6.1 correctly
states for each LAETUS Transferred Employee the department, function/position and his or
her date of birth,
	 
	4.6.2	 	Without undue delay after the Signing Date, Seller 2 shall inform the LAETUS
Transferred Employees in text form (Textform) about the transfer of the LAETUS Business and the
assumption of the LAETUS Employment Contracts in accordance with Section 6l3a para. 5 BGB
essentially in the form as attached as Annex 4.6.2 or to the extent required by mandatory
Italian law, pursuant to the equivalent Italian statutory provisions.
	 
	4.7	 	 Assumption of the LAETUS Contracts Germany (including reference to LAETUS Unit
Italy)
	 
	4.7.1	 	As of the Effective Time, Purchaser assumes by way of transfer of contract with Full
discharge of the original debtor (im Wege der befreienden Vertragstibernahme) the LAETUS Contracts
Germany, and Seller 2 agrees to such assumption. The Parties acknowledge that the debt releasing
effect (die schuldbefreiende Wirkung) of such transfer of contract vis-á-vis any third party
requires the consent of the respective third party and that in the event such consent is not
obtained. Section 4.8 shall apply.
	 
	4.7.2	 	If after the Closing Date either Purchaser or Seller 2, as the case may be, receives
from a third party any amount in part or in full to be paid under a LAETUS Contract Germany or a
LAETUS Contract Italy which should, in accordance with the terms of this Agreement and, in
particular with this Section 4.7, have been paid to the other Party, then the Party having received
such amount shall forward it to the other Party as follows:




 









 












					
	BIRD & BIRD

G.D. S.p.A.
	 	14/58
	 	ASPA







	4.7.2.1	 	Each of Seller 2 and Purchaser shall, by the end of each week provide to each
other a statement showing the amounts of any such incorrect payment received by them.

	 
	4.7.2.2	 	The aggregate amounts shown on the weekly statements of Seller 2 and Purchaser
shall be automatically set off against each other upon receipt of the respective weekly statements
by Seller 2 and Purchaser, and the net amount owed by Seller 2 to Purchaser (or vice versa, as the
case may be) shall become due and payable (fallig ) on the third
(3rd) Business Day of
the subsequent week.

	 
	4.7.2.3	 	Should Seller 2 and Purchaser, after having received the relevant weekly
statements and after reasonable consultation, disagree as to the net amount to be paid pursuant to
Section 4.7.2.2, then each of Seller 2 and Purchaser may request Price Waterhouse Coopers GmbH
Wirtschaftsprufungsgesellschaft Munich— or in the event Price Waterhouse Coopers GmbH Wirtschaftsprüfungsgesellschaft Munich
does not accept to act as expert a public
accountant (Wirtschaftsprufer) appointed by the Institut der Wirtschaftsprüfer
Düsseldorf — (the “Expert”) to determine the net amount payable pursuant to Section 4.7.2.2 with
final and binding effect for both Parties. The Expert shall act as an expert (Schiecisgutachter)
and not as an arbitrator (Schiedsdchter). The Expert shall also decide upon the final and binding
allocation of his fees and expenses based upon the degree of success of both Parties. To the extent
that the Expert requests any advance payment, Seller 2 and Purchaser shall make such advance
payment in equal parts, such prepayment being taken into account by the Expert in his decision on
the allocation of his fees and expenses.

	 
	4.7.2.4	 	Sections 4.7.2.1 through 4.7.2.3 shall apply from the Effective Time for a
period of two (2) months.

	 
	4.7.2.5	 	After two (2) months from the Effective Time, Sections 4.7.2.1 through 4.7.2.3
shall apply mutatis mutandis with the proviso that such statements shall be produced on a monthly
basis and that the respective net amount shall be due on the seventh (7th) Business Day
of the subsequent month.

	 
	4.8	 	Third Party Consents and other Conditions
	 
	4.8.1	 	If and to the extent that the transfer of any LAETUS item to Purchaser requires the consent
of a third party or is subject to any other condition, Seller 2 and Purchaser shall use their best
commercially reasonable efforts to obtain such consent or to satisfy such condition without undue
delay; in particular, the Parties will endeavor to obtain all consents of third parties which are
required for the full and effective transfer (where applicable with debt releasing effect) of the
LAETUS Item from Seller 2 to Purchaser pursuant to this Agreement.




 









 











					
	BIRD & BIRD

G.D. S.p.A.
	 	15/58
	 	ASPA







	4.8.2	 	Seller 2 and Purchaser shall,






	 	(i)	 	for the period after the Closing Date until the necessary consent has been obtained or the
necessary condition has been satisfied, or
	 
	 	(ii)	 	for an indefinite period of time, if it is impossible or impracticable to obtain the consent
of a third party or to satisfy a condition required for the effective sale and transfer of a LAETUS
Item,






for the purposes of their internal relationship
(im Innenverhaltnis), conduct themselves in such a
way as if the transfer of the respective LAETUS Item had fully and effectively taken place at the
Effective Time. In these cases, Seller 2 shall, with regard to its external relationship (im
Aubenverhältnis ), remain the owner of, debtor of, party to or responsible for the relevant LAETUS
Item, as the case may be, but will continue to hold and be responsible for the relevant LAETUS Item
in the internal relationship between Seller 2 and Purchaser for the account of Purchaser. With
respect to any Contract of the LAETUS Items held by Seller 2 for the account of Purchaser,
Purchaser will, vis-á-vis the other party of such Contract and with regard to its external
relationship, perform such Contract, to the extent legally permissible, as subcontractor of Seller
2 for the account of Seller 2.




	4.9	 	Preparation of Annexes
	 
	 	 	All Annexes of this Section 4 have been prepared as of the Accounting Date and will be updated as
of three (3) Business Days prior to the Closing Date until the Closing Date.
	 
	5.	 	Sale and Assignment of the SSC Items
	 
	5.1	 	The SSC Items to be sold and transferred by the Sellers’ Parent Company, or by the SSC Companies
holding such SSC Items, to Purchaser or to Purchaser’s Affiliates under the terms of this Agreement
consist of:
	 
	5.1.1	 	the SSC Assets as defined in Annex 5.1.1;
	 
	5.1.2	 	the SSC Liabilities as defined in Annex 5.1.2;
	 
	5.1.3	 	the SSC Employment Contracts as defined in Section 5.5.1;and
	 
	5.1.4	 	the SSC Contracts as defined in Annex 5.1.4;


(the SSC Assets, the SSC Liabilities, the SSC Employment Contracts and the SSC Contracts
collectively the “SSC Items”).
	 
	5.2	 	All assets, liabilities and contracts of Sellers’ Parent Company or SSC Companies respectively
not forming a part of the SSC Items (collectively the “SSC Excluded






 









 






					
	BIRD & BIRD
	 	16/58
	 	ASPA
	G.D. S.p.A.	 	 	 	 
	 	 	 	 	 






	 	 	Items”) are expressly excluded from the sale
and transfer to Purchaser. The SSC Excluded Items
contain, in particular, any of the items set out in
Annex 4.2.
	 
	5.3	 	Sale and Transfer of the SSC Assets
	 
	5.3.1	 	Sellers’ Parent Company hereby sells to
Purchaser the SSC Assets and Purchaser accepts such
sale.
	 
	5.3.2	 	 At Closing, Sellers’ Parent Company shall
transfer, or cause the SSC Companies holding such
SSC Assets to transfer, as the case may be, to
Purchaser or to an Affiliate of Purchaser, as the
case may be, title to the SSC Assets as of the
Effective Time pursuant to Section 11.6. If and to
the extent that any retention of title rights exist
in respect of the SSC Assets or the SSC Assets have
been transferred to third parties by way of
security transfer, Sellers’ Parent Company shall,
at Closing, transfer, or cause the SSC Companies
holding such SSC Assets to transfer, as the case
may be, to Purchaser all contingent rights existing
in favor of Sellers’ Parent Company or the SSC
Companies with regard to such Assets as of the
Effective Time.
	 
	5.3.3	 	At Closing, Sellers’ Parent Company or the
respective SSC Company in possession of such SSC
Asset shall grant Purchaser possession of the SSC
Assets as of the Effective Time.
	 
	5.3.4	 	Immediately after the Closing Date, the
Parties will undertake any further measures and
make all declarations necessary in order to deliver
the SSC Assets to Purchaser and to enable Purchaser
to use the SSC Assets as of the Effective
Time.
	 
	5.3.5	 	After Closing and upon request of Purchaser,
Sellers’ Parent Company shall provide to Purchaser
copies of the SSC Accounting Documentation which
falls under the applicable statutory retention
periods as of the Closing Date. Furthermore,
Purchaser shall have the right to access the SSC
Accounting Documentation upon prior notice during
regular business hours as reasonably requested by
it. “SSC Accounting Documentation” shall mean all
books, records and other documentation relating to
the SSC Items and including (i) commercial books
and commercial documentation (including any
documentation and correspondence related to SSC
Companies’ customers, suppliers, agents,
distributors, products, services and
projects), (ii) documentation covering the SSC
Companies’ current and past employees, Officers,
Directors, inventories records, (iii)
documentation related to SSC Companies’
current and past assets and liabilities (whether
assumed or not by Purchaser), and (iv) SSC
Companies’ opening balance, annual accounts, and
book keeping vouchers (in each case (i) through
(iv) to the extent relating to (i) the SSC Items,
(ii) the HAPA Business or the LAETIUS Business of
the SSC Companies or (iii) the 2005 Financial
Information.
	 
	5.3.6	 	After Closing and upon request of Purchaser,
Sellers’ Parent Company shall use, and cause the
SSC Companies to use, best commercially reasonable
efforts to support




 









 











					
	BIRD & BIRD
	 	17/58
	 	ASPA
	G.O. S.p.A.	 	 	 	 
	 	 	 	 	 






	 	 	Purchaser to obtain all private and public permits
issued and licenses granted to the SSC Companies with
respect to the SSC Items which are not automatically
transferred to Purchaser by operation of law but must be
re-granted or expressly transferred to Purchaser.
	 
	5.4	 	Assumption of the SSC Liabilities
	 
	5.4.1	 	At Closing, Purchaser shall assume, or cause its
Affiliates to assume, as the case may be, by way of
assumption of debt with full discharge of the original
debtor (im Wege der befreienden Schuldübernahme ) the SSC
Liabilities, and Sellers’ Parent Company hereby undertakes
to accept or to cause the SSC Companies to accept, as the
case may be, such assumption as of the Effective Time
pursuant to Section 11.6. The Parties acknowledge that
the debt releasing effect of such assumption (die
schuldbefreiende Wirkun) vis-á-vis any third party (other
than the SSC Companies) requires the consent of the
respective third party (other than the SSC Companies) and
that in the event such consent is not obtained, Section
4.8 shall apply multatis multandls with the proviso that
Sellers’ Parent Company shall be the responsible party on
the SSC Companies’ side and that Purchaser shall be the
responsible party on the respective transferee’s
side.
	 
	5.4.2	 	Except for the SSC Liabilities and any liabilities
assumed in connection with the transfer to Purchaser of
the SSC Employment Contracts and the SSC Contracts
pursuant to Sections 5.5 and 5.6, Purchaser shall not
assume any other liabilities from the SSC Companies,
irrespective of whether or not they pertain to the
SSCs.
	 
	5.4.3	 	Sellers’ Parent Company shall hold harmless and
indemnify Purchaser from any other liabilities of the SSC
Companies, i.e. any liabilities of the SSC Companies that
are not transferred to Purchaser pursuant to this
Agreement.
	 
	5.5	 	Transfer of the SSC Employees, SSC Files, SSC IP
	 
	5.5.1	 	The Parties hereby undertake to use their best
commercially reasonable efforts to transfer (or have the
respective SSC Company transfer, as the case may be) the
employment relationships (the “SSC Employment Contracts”)
of those employees listed in Annex 5.5.1 (the “SSC
Transferred Employees”) from the respective SSC Company
shown in Annex 5.5.1 to Purchaser or to Purchaser’s
Affiliates at Closing or as soon as possible after Closing
pursuant to Section 11.6 with effect as of the Effective
Time or as soon as possible thereafter. Annex 5.5.1
states for each SSC Transferred Employee the employing SSC
Company, department, function/position and the date of
birth.
	 
	5.5.2	 	Without undue delay after the Signing Date,
Sellers’ Parent Company shall inform, or cause the SSC
Companies to inform, the SSC Transferred Employees about
the Transaction and the Parties’ intention to transfer the
SSC Employment Contracts to Purchaser, and the Parties
shall use their best commercially reasonable efforts to
prepare the transfer of the SSC Transferred Employees
pursuant to Section 11.6 or




 









 











					
	BIRD & BIRD
	 	18/58
	 	ASPA
	G.D. S.p.A.	 	 	 	 
	 	 	 	 	 






	 	 	pursuant to the requirements under the applicable
laws. For the avoidance of doubt, Closing and the
consummation of the Transaction shall not depend on the
effective transfer of any SSC Transferred Employee, and
no Party shall be liable under or in connection with
this Agreement if the envisaged transfer of any SSC
Transferred Employee is not effectuated or only becomes
effective after the Effective Time.
	 
	5.5.3	 	Sellers Parent Company shall allow, or cause the SSC
Companies to allow, the SSC Transferred Employees to
take with them, upon the effectiveness of their
respective SSC Employment Tiansfer Deed, copies of the
Files, records, documents, notes and databases to the
extent they contain information that relates to their
respective work for the SSCs in the HAPA and/or LAETUS
Business (the “SSC Files”).
	 
	5.5.4	 	To the Best Knowledge of Sellers Group, the SSC
Companies do not possess any relevant intellectual
property rights required to carry out the business of
the SSCs (the “SSC IP”). If, after the Effective Time,
Sellers Group or the SSC Companies discover that the SSC
Companies do possess such SSC IP, Sellers Group shall
transfer, or cause the respective SSC Companies to
transfer, such SSC IP to Purchaser free of charge,
	 
	5.6	 	Assumption of the SSC Contracts 
	 
	5.6.1	 	At Closing, Purchaser shall assume, or cause its
Affiliates to assume, as the case may be, by way of
transfer of contract with full discharge of the original
debtor (im Wege der befreienden vertragstilbernahme ) the
SSC Contracts, and Sellers’ Parent Company undertakes to
agree or to cause the SSC Companies to agree, as the
case may be, to such transfer of contract as of the
Effective Time pursuant to Section 11.6. The
Parties acknowledge that the debt releasing effect
(die schuldbefreiende Wirkung ) of such transfer of
contract vis-á-vis any third party may require the
consent of the respective third party pursuant to
applicable law and that in the event such consent is
required bul not obtained, Section 5.7 shall apply.
	 
	5.6.2	 	Section 4.7.2 shall apply mutatis mutandis with the
proviso that Sellers’ Parent Company shall be
responsible for the settlement of all net amounts on the
part of Sellers Parent Company and the SSC Companies and
their respective Affiliates.
	 
	5.7	 	Section 4.8 shall apply mutatis mutandis with the
proviso that Sellers’ Parent Company shall be the
responsible Party on Sellers’ Group and the SSC
Companies’ side and Purchaser on the respective
transferee’s side.
	 
	5.8	 	Preparation of Annexes
	 
	 	 	The Annexes of this Section 5 have been prepared as
of the Accounting Date and will be updated as of three
(3) Business Days prior to the Closing Date until the
Closing Date.




 









 













					
	BIRD S: BIRD
	 	19/58
	 	ASPA
	G.D. S.p.A.	 	 	 	 
	 	 	 	 	 






	6.	 	Purchase Price
	 
	6.1	 	The preliminary aggregate purchase price for
the HAPA AG Shares, the LAETUS Items and the SSC Items
(collectively the “Purchased Items”) payable by
Purchaser under this Agreement shall be EUR 25,750,000
(twenty-five million seven-hundred and fifty thousand
euro) (the “Preliminary Aggregate Purchase Price")
which has been preliminarily allocated by the Parties
as follows:
	 
	6.1.1	 	the purchase price for the HAPA AG Shares (the
“HAPA Purchase Price”) in the amount of EUR 13,209,920
(thirteen million two-hundred and nine thousand
nine-hundred and twenty euro), plus
	 
	6.1.2	 	the purchase price for the LAETUS Items (the
“LAETUS Purchase Price”) in the amount of EUR
9,179,080 (nine million one-hundred and seventy-nine
thousand and eighty euro) (with the proviso that the
amount of the LAETUS Purchase Price that corresponds
to the respective amount of the Net Assets of LAETUS
Italy as shown in the Reference Balance Sheet shall be
allocated to LAETUS Italy), plus
	 
	6.1.3	 	the purchase price for the SSC Items (the “SSC
Purchase Price”) in the amount of EUR 3,361,000 (three
million three-hundred and sixty-one thousand euro).
The SSC Purchase Price shall further be allocated to
the SSC Companies pursuant to the respective amount of
their Net Assets as shown in the Reference Balance
Sheet,.
	 
	6.2	 	The Preliminary Aggregate Purchase Price as
well as the HAPA Purchase Price, the LAETUS Purchase
Price and the SSC Purchase Price will be adjusted in
accordance with Section 9.
	 
	6.3	 	The amounts of the Preliminary Aggregate
Purchase Price set out in Section 6. 1 and of the
Final Purchase Price as determined pursuant to Section
9 are each net of any value added lax which, if any,
shall be paid upon receipt of an invoice issued by the
respective Seller in accordance with Section
27,2-2.
	 
	7.	 	Accounts
	 
	7.1	 	Annex 7.1 contains the financial statements of
HAPA AG (resp. the HAPA Business of Romaco AG prior to
its de-merger) for the fiscal years ended on August
31, 2003, August 31, 2004 and August 31, 2005 as well
as the financial statements for the period from
September 1, 2005 until the Accounting Date (the
“HAPA AG Accounts").
	 
	7.2	 	Annex 7.2 contains the financial statements of
Seller 2 for the LAETUS Business for the fiscal years
ended on August 31, 2003, August 31, 2004 and August
31, 2005 as well as the financial statements for the
period from September 1, 2005 until the Accounting
Date (the “LAETUS Accounts”).




 









 











					
	BIRD & BIRD
	 	20/58
	 	ASPA
	G.D. S.p.A.	 	 	 	 
	 	 	 	 	 






	7.3	 	Annex 7.3 contains the financial statements of each of the SSC Companies for the fiscal
years ended on August 31, 2003, August 31, 2004 and August 31, 2005 as well as the financial
statements for the period from September 1, 2005 until the Accounting Date (the “SSC Accounts”;
the HAPA AG Accounts, the LAETUS Accounts and the SSC Accounts collectively the
“Accounts”).
	 
	7.4	 	The Accounts have been produced in accordance with the Accounting Principles rather than
the applicable local statutory accounting principles.
	 
	8.	 	Payment Terms
	 
	8.1	 	All payments under this Agreement shall be made to the following bank accounts:
	 
	8.1.1	 	Payments to Sellers Group:





	 	 	 	 	 
	 

	 	Owner of Account:
	 	Robbins & Myers Finance Europe by
	 

	 	1BAN:
	 	NL15 ABNA 0501 1187 80
	 

	 	SWIFT Code:
	 	AbNANL2AXXX
	 
	 	 	 	 
	 

	 	(the “Sellers’ Account”)	 	 







	8.1.2	 	Payments to Purchaser:





	 	 	 	 	 
	 

	 	Owner of Account:
	 	Coesia S.p.A
	 

	 	Bank, Place:
	 	Unicredit Banca S.p.A, Filiale Centro
	 

	 	Account Number:
	 	3492026, Cod. C1N “A”, ABI 03226, CAB 02402
	 

	 	1BAN:
	 	A032 2602 4020 0000 3492 026
	 
	 	 	 	 
	 	 	(the “Purchaser’s Account”)







	8.1.3	 	Payments to the Escrow Agent:





	 	 	 	 	 
	 

	 	Owner of Account:
	 	Berenberg Bank, Hamburg







	 	 	(Account details to be obtained from the Escrow Agent between the Signing Date and Closing
Date.)
	 
	 	 	(the “Escrow Account")
	 
	8.2	 	Purchaser shall pay the Preliminary Aggregate Purchase Price minus an amount of EUR.
3,500,000 (three million five-hundred thousand euro) (the “Escrow Amount”), thus an amount of
EUR 22,250,000 (twenty-two million two-hundred and fifty thousand euro) (the “Net Preliminary
Aggregate Purchase Price”) to Sellers’ Account at Closing pursuant to Section 11 .7.
	 
	8.3	 	Purchaser shall pay the Escrow Amount at Closing to Berenberg Bank, Hamburg (the “Escrow
Agent”) pursuant to Section 11.8.






 








 






					
	BIRD & BIRD

G.D. S.p.A.
	 	21/58
	 	ASPA







	8.4	 	The Parties agree that payment by Purchaser of the Escrow Amount into the Escrow
Account shall release Purchaser vis-à-vis Sellers Group from its obligation to pay the
Escrow Amount.
	 
	8.5	 	Sellers Group shall instruct the bank maintaining Sellers’ Account, and the Parties
shall instruct the Escrow Agent, to confirm immediately upon receipt of payment of
the Net Preliminary Aggregate Purchase Price or the Escrow Amount, respectively,
such receipt by telecopy to Sellers’ Parent Company and to Purchaser.
	 
	8.6	 	If not stated otherwise in this Agreement any payments under this Agreement shall be
made by wire transfer in immediately available funds, value as of the relevant due
date set out in this Agreement or otherwise provided by law, free of bank and/or any
other charges.
	 
	8.7	 	Unless provided for otherwise in this Agreement, any payments due under this
Agreement shall bear interest from and including the respective due date to, but not
including, the date of actual payment at the rate of eight percent (8%) p.a. calculated
as actual days divided by 360 (the “Contractual Interest Rate”).
	 
	8.8	 	Escrow Agreement
	 
	8.8.1	 	Prior to or at Closing, Sellers Group and Purchaser shall instruct the Escrow Agent
to receive payment by Purchaser of the Escrow Amount as per an agreement in the
form set forth as Annex 8.8.1 (the “Escrow Agreement”). For the avoidance of
doubt, the payment of the Escrow Amount by Purchaser to the Escrow Account at
Closing shall have fulfilling effect (Erfüllungswirkung) in the amount of the Escrow
Amount. The Escrow Amount and the interest accrued thereon, each as available on
the Escrow Account from time to time (collectively the “Escrow Balance”) shall
serve as non-exclusive collateral for Purchaser with respect to any claims of
Purchaser against Sellers Group under or in connection with this Agreement.
	 
	8.8.2	 	The Parties shall irrevocably instruct the Escrow Agent prior to or at Closing to
disburse the Escrow Balance as laid down in the Escrow Agreement.
	 
	9.	 	Closing Adjustment
	 
	9.1	 	The Preliminary Aggregate Purchase Price shall be adjusted after Closing on the
basis of the Closing Statement (the “Closing Adjustment”) as follows:
	 
	9.1.1	 	Purchaser shall pay the Net Asset Surplus, if any, to Sellers’ Account;
	 
	9.1.2	 	Sellers Group shall pay the Net Asset Shortfall, if any, to Purchaser’s Account,
in each case within five (5) Business Days after the Closing Adjustment has become binding
upon the Parties pursuant to Section 9.7 or Section 9.8, as the case may be.





 









 





					
	BIRD & BIRD

G.D. S.p.A.
	 	22/58
	 	ASPA







	9.2	 	Closing Net Assets, Net Asset Surplus and Net Asset Shortfall shall be in the
respective amounts shown in the Closing Statement and shall have the following
meaning:
	 
	9.2.1	 	“Closing Net Assets” shall be the excess of the aggregate assets (including Cash of
HAPA AG, if any) over the aggregate liabilities (including Financial Debt of
HAPA AG, if any) shown on the Closing Statement.
	 
	9.2.2	 	“Net Asset Surplus” shall be the amount by which the Closing Net Assets exceed
the amount of EUR 7,928,000 (seven million nine-hundred and twenty-eight
thousand euro) (the “Accounting Date Net Assets”), if any.
	 
	9.2.3	 	“Net Asset Shortfall” shall be the amount by which the Closing Net Assets fall
short of the Accounting Date Net Assets, if any.
	 
	9.3	 	Taking of Inventory
	 
	9.3.1	 	After Closing, Sellers Group shall draw up the Closing Statement. To that end,
Purchaser shall permit Sellers Group and their respective representatives during
normal business hours to have reasonable access to all of the Purchased Items and to
examine and make copies of the books and records of HAPA AG and, to the extent
relevant, the books and records relating to the Purchased Items for the purpose of
preparing a proposed Closing Statement. Purchaser shall assist Sellers Group in
connection with the physical inventory of the inventory included in the Purchased
Items. Such Purchaser assistance shall mean, in the case of the inventory of
HAPA AG and the LAETUS Assets, the taking of the inventory by Purchaser’s
employees, with Sellers Group permitted to observe the taking of the inventory in a
manner comparable to that of an independent auditor who was engaged to render an
audit opinion with respect to the subject inventory.
	 
	9.3.2	 	With the respect to the taking of the inventory included in the SSC Assets,
Section 9.3.1 shall apply mutatis mutandis with the proviso that such taking of
inventory shall be conducted jointly be Sellers Group and Purchaser on the first
Business Day after the Closing Date which is also a business day at the place such
inventory is located.
	 
	9.4	 	Within thirty (30) Business Days after the Closing Date, Sellers Group shall deliver to
Purchaser:
	 
	9.4.1	 	a statement in the form of, and consistent with, the reference balance sheet attached as
Annex 9.4.1 (the “Reference Balance Sheet”) of the assets acquired and the liabilities
assumed that consists of (i) the LAETUS Assets Germany, the LAETUS Assets Italy, the LAETUS
Liabilities Germany and the LAETUS Liabilities Italy, (ii)the SSC Assets and the SSC
Liabilities, (iii)the assets and liabilities of HAPA AG (including Cash and Financial Debt of
HAPA AG, if any) each (i) through (iii) as of the Effective Time, and




 









 











					
	BIRD & BIRD

G.D. S.p.A.
	 	23 / 58
	 	ASPA







	9.4.2	 	a schedule showing Sellers Group’s calculation of the Net Asset Surplus (or the Net
Asset Shortfall, as the case may be) in accordance with the provisions of this Section 9






(such documentation referred to in Sections 9.4.1 and 9.4.2 collectively the “Closing
Statement”).




	9.5	 	Sellers Group shall further deliver to Purchaser within thirty (30) Business Days after
the Closing Date for each of HAPA AG, the LAETUS Items and the SSC Items (per
each SSC Company) a balance sheet as of the Closing Date prepared in accordance
with local GAAP, showing the respective reconciliation with the Closing Statement.
	 
	9.6	 	The Closing Statement shall be prepared by Sellers Group in accordance with the
Accounting Principles and practices as applied in connection with the preparation of
the Reference Balance Sheet (including, for the avoidance of doubt, its notes).
Notwithstanding the foregoing, the Closing Statement shall not include any liabilities
paid after the Closing Date directly by any Seller or Affiliate of any Seller and any
liability for which any Seller is specifically liable under other provisions of this
Agreement (e.g. the Excluded Liabilities).
	 
	9.7	 	Purchaser may object to any of the information contained in the Closing Statement.
Any such objection must be made by delivery of a statement of objections stating the
basis of the objections with reasonable specificity to Sellers Group within fifty (50)
days following receipt of the Closing Statement (the “Purchaser’s Objection”). If
Purchaser does not so object to the Closing Statement within such 50-day period, the
Closing Statement shall be considered final and binding upon the Parties. Upon
request, Sellers shall permit Purchaser and its representatives, during normal business
hours, to have reasonable access to, and to examine and make copies of, any books
and records that are relevant to the Closing Statement that are in the possession of
Sellers or any of their agents and are useful for Purchaser and its representatives to
review the Closing Statement.
	 
	9.8	 	In the event Purchaser and Sellers are unable to resolve a dispute or disagreement set
forth in Purchaser’s Objection, either Party may elect, by notice to the other Party
(given within thirty (30) days after Sellers Group’s receipt of Purchaser’s Objections),
to have all such disputes or disagreements resolved by the Expert in accordance with
the standards set forth in Section 4.7.2.3. The Expert shall act as an expert
(Schiedsgutachter) and determine the Closing Statement with final and binding effect
to the Parties. The Expert shall be instructed to perform its services within thirty (30)
days after it has received the Closing Statement and Purchaser’s Objection and, in any
case, as soon as practicable after receipt of these documents. Section 4.7.2,3 shall
apply mutalis mutandis.
	 
	9.9	 	The Preliminary Aggregate Purchase Price adjusted in accordance with this Section 9
shall be the “Final Purchase Price”. The Parties agree that the Final Purchase Price is




 









 











					
	BIRD & BIRD


G.D.
S.p.A.
	 	24/58
	 	ASPA







allocated among the HAPA Purchase Price, the LAETUS Purchase Price and the SSC Purchase
Price as follows:




	9.9.1	 	the SSC Purchase Price shall be the amount by which the SSC Assets exceed the
SSC Liabilities, each as shown on the Closing Statement and shall be further
allocated to the SSC Companies according to their respective amount of Net Assets
as shown in the Closing Statement as it has become final and binding on the Parties;
	 
	9.9.2	 	except as otherwise provided in footnote 8 to the Reference Balance Sheet, the
remaining amount of the Final Purchase Price shall be allocated between the HAPA
Purchase Price and the LAETUS Purchase Price in the proportion of fifty-nine (59)
percent to forty-one (41) percent.
	 
	9.9.3	 	For the avoidance of doubt, the sum of the HAPA Purchase Price, the LAETUS
Purchase Price and the SSC Purchase Price, all as adjusted pursuant to this
Section 9.9, shall not exceed the Final Purchase Price.
	 
	9.10	 	No Party shall take any action inconsistent with such allocation, including in filing any
Tax returns.
	 
	10.	 	Closing Date
	 
	10.1	 	The consummation of the Transaction will take place at the closing in accordance
with Section 11 (the “Closing”).
	 
	10.2	 	Closing will take place on March 31, 2006 or on such date as agreed between Sellers’
Parent Company and Purchaser (the “Closing Date).
	 
	11.	 	Closing
	 
	11.1	 	On the Closing Date, the Parties shall meet at the offices of Milbank, Tweed, Hadley
& McCloy LLP, Munich at 10:00 a.m. CET, or at such other location or time as
mutually agreed upon by the Parties and shall carry out the following actions in the
order set out in Sections 11.2 through 11.8 (the “Closing Events”). Regardless of the
order of the Closing Events set out below, each Closing Event shall only be deemed to
have been carried out and become effective once all Closing Events have been carried
out.
	 
	11.2	 	Sellers Group shall deliver to Purchaser the following:
	 
	11.2.1	 	the HAPA AG Share Certificate;
	 
	11.2.2	 	the letters of resignation of all the members of the board of directors of HAPA AG in
the form attached as Annex 11.2.2.




 









 











					
	BIRD & BIRD

G.D.S.p.A.
	 	25/58
	 	ASPA







	11.2.3	 	a confirmation signed by an authorized representative of Sellers’ Parent Company
stating that since August 31, 2005 no circumstances have occurred which have, or are
reasonably likely to have, a Material Adverse Effect, nor are such circumstances threatened
against Sellers Group or HAPA AG.






	11.2.4	 	a confirmation signed by an authorized representative of Sellers’ Parent Company, Seller 1
and Seller 2 stating that
	 
	11.2.4.1	 	(i) all consents, resolutions or waivers of third parties which are required for
the execution or consummation by Sellers Group of this overall Agreement as such
(i.e., for the avoidance of doubt, excluding any third party consents required for
the sale or transfer of any individual Purchased Items other than the HAPA AG
Shares) have been obtained, (ii)the other parties to the agreements listed in
Annex 11.2.4.1 which have the right to terminate or modify or reject the
assumption of such agreements as a consequence of the execution or consummation of
this Agreement or any of the transactions contemplated herein have waived or stated
in binding form the non-exercise of such rights or that, where this is not the
case, that Sellers Group has, between the Signing Date and the Closing Date, used
its best commercially reasonable efforts to obtain such waivers or statements in
binding form of these other parties, (iii) there is no injunction or other court or
governmental order prohibiting any Seller from consummating this Agreement or the
transactions contemplated herein, and no application for such order is pending or
threatened;






	11.2.4.2	 	none of the major customers, agents and distributors of HAPA AG or the
LAETUS Business of Seller 2 listed in Annex 11.2.4.2 has given, or
threatened against Sellers Group or HAPA AG to give, notice of termination of their
customer contractual relationship;
	 
	11.2.4.3	 	none of those key HAPA Transferred Employees or key LAETUS Transferred Employees or
key SSC Transferred Employees listed in Annex 11.2.4.3 has given or threatened to
give notice of termination of employment.
	 
	11.3	 	Purchaser shall deliver to Sellers Group a copy of the executed agreements by which (i)
Purchaser has transferred (a) its rights to be transferred the LAETUS Items Germany to Blitz
139-05 GmbH, Munich and (b) its rights to be transferred the LAETUS Unit Italy to Laetus
Italia Srl respectively, (ii) Blitz 139-05 GmbH and Laetus Italia Srl have assumed any and
all liabilities and obligations under this Agreement relating to the sale and transfer of the
LAETUS Items Germany and the LAETUS Unit Italy, respectively, by way of a collateral promise
(Schuldbeitritt), and (iii) Blitz 139-05 GmbH irrevocably offers to assign its Refund Claim
in accordance with Section 27.2.2 to Seller 2.
	 
	11.4	 	The relevant parties shall sign the OEM agreements attached as per Annex 11.4a (the “OEM
Agreements”), the lease agreement attached as per Annex 11 .4b (the






 










 






	 	 	 	 	 
	BIRD & BIRD

	 	26/58
	 	ASPA
	G.D. S.p.A.
	 	 	 	 







	 	 	“LAETUS Lease”) and the transition services agreements attached as
per Annex 11.4c (the “Transition Services Agreements”).
	 
	11.5	 	Seller 2 shall grant possession of the LAETUS Assets Germany which are movable
assets (bewegliche Sachen) to Purchaser as follows:
	 
	11.5.1	 	To the extent possible, Seller 2 shall grant Purchaser real
possession (tatsächliche
Gewalt) to the LAETUS Assets Germany as of the Effective Time.
	 
	11.5.2	 	To the extent that Purchaser is already in a position to possess (in der Lage, die Gewalt
über die Sache
ausziüben) the LAETUS Assets Germany at Closing, Seller 2 and Purchaser
shall agree on the transfer of the possession from Seller 2 to Purchaser pursuant to Section
854 para, 2 BGB as of the Effective Time.
	 
	11.5.3	 	To the extent that Purchaser does not obtain direct possession (unmittelbarer Besitz)
of individual assets of the LAETUS Assets Germany at Closing as of the Effective
Time, the delivery required in respect of the transfer of title to such assets shall be
replaced by the agreement between Seller 2 and Purchaser that such assets are to be
kept in safe custody from the Effective Time on by Seller 2 for Purchaser pursuant
to Section 930 BGB.
	 
	11.5.4	 	To the extent that certain assets of the LAETUS Assets Germany are in the
possession of third parties at Closing, delivery shall be replaced by Seller 2’s
assignment to Purchaser of Seller 2’s right to possession pursuant to Section 931
BGB as of the Effective Time.
	 
	11.5.5	 	The relevant parties shall execute and deliver in notarized form the transfer
documents for the LAETUS Unit Italy attached as Annex 11.5.5.
	 
	11.6	 	The relevant parties shall execute and deliver
	 
	11.6.1	 	the SSC transfer deeds attached as Annex 11.6.1 and
	 
	11.6.2	 	the SSC employment transfer deeds attached as Annex 11.6.2.
	 
	11.7	 	Sellers Group, Purchaser and the Escrow Agent shall execute and deliver the Escrow
Agreement.
	 
	11.8	 	Purchaser shall pay (i) the Net Preliminary Aggregate Purchase Price to the Sellers’
Account and (ii) the Escrow Amount to the Escrow Account.
	 
	11.9	 	The Parties shall subsequently confirm to each other in writing (the “Closing
Confirmation”) that all Closing Events have been duly fulfilled and that Closing has
occurred.
	 
	11.10	 	Sellers Group may waive any of the confirmations or parts thereof as per Section 11.3 and
Purchaser may waive any of the confirmations or parts thereof as per




 









 











	 	 	 	 	 
	BIRD & BIRD

	 	27/58
	 	ASPA
	G.D. S.p.A.
	 	 	 	 







	 	 	Section 11.2. Such waiver shall not prejudice any rights a waiving Party may have under
or in connection with this Agreement.
	 
	11.11	 	In the event that any of the Closing Events has not occurred or been waived by September
30, 2006, each Party may withdraw from this Agreement by notice to the other Parties. The
withdrawal shall be deemed void and shall not have any effect (i) if at the time when the
notice is received by the other Parties all Closing Events have occurred or been waived or
(ii) if the Party wanting to withdraw from this Agreement is responsible for the
non-occurrence of such Closing Event. The effect of a withdrawal shall be limited to
eliminating the obligations of the Parties to consummate this Agreement and shall not
prejudice any claims a Party may have on the basis of any circumstances relating to the
non-occurrence of any Closing Event.
	 
	12.	 	Representations and Warranties by Seller 1
	 
	12.1	 	Seller 1 hereby represents to Purchaser by way of an independent guarantee
(selbständige Garantie) pursuant to Section 311 para. 1 BGB that the statements set
forth in Annex 12.1 are complete and correct in all respects, in each case as of the
Signing Date and the Effective Time, unless it is specifically provided for in the
respective statement that such statement shall be made as of a different date.
	 
	12.2	 	At Closing, Seller 1 shall confirm all statements set forth in Annex 12.1 but shall be
free to amend the Exhibits to Annex 12.1 to this Agreement on the Closing Date
where necessary. Such amendments shall exclude any claims which Purchaser may
have under Sections 15 with regard to representations made in Annex 12.1 as of the
Signing Date which thereafter become incorrect or incomplete as of the Effective
Time unless such incorrectness or incompleteness results from an action taken by
Seller 1 which is not in compliance with Section 20.
	 
	12.3	 	It is understood by the Parties that (i) Seller 1 shall be liable for any breaches of the
statements set forth in Annex 12.1 irrespective of any fault of
Seller 1
(verschuldensunabhängig), and (ii) Seller l’s liability shall be subject to
the modalities and limitations, including thresholds, deductibles and maximum amounts,
set forth in this Agreement.
	 
	13.	 	Representations and Warranties by Seller 2
	 
	13.1	 	Seller 2 hereby represents to Purchaser by way of an
independent guarantee (selbständige
Garantie) pursuant to Section 311 para. 1 BGB that the statements set forth in Annex 13.1 are
complete and correct in all respects, in each case as of the Signing Date and the Effective
Time, unless it is specifically provided for in the respective statement that such statement
shall be made as of a different date.




 









 











	 	 	 	 	 
	BIRD & BIRD

	 	28/58
	 	ASPA
	G.D. S.p.A.
	 	 	 	 







	13.2	 	At Closing, Seller 2 shall confirm all statements set forth in Annex 13.1 but
shall be
free to amend the Exhibits to Annex 13.1 to this Agreement on the Closing Date
where necessary. Such amendments shall exclude any claims which Purchaser may
have under Sections 15 with regard to representations made in Annex13.1 as of the
Signing Date which thereafter become incorrect or incomplete as of the Effective
Time unless such incorrectness or incompleteness results from an action taken by
Seller 2 which is not in compliance with Section 20.
	 
	13.3	 	It is understood by the Parties that (i) Seller 2 shall be liable for any breaches of the
statements set forth in Annex 13.1 irrespective of any fault of
Seller 2 (verschuldensunabhängig), and (ii) Seller 2’s liability shall be subject to
the modalities and limitations, including thresholds, deductibles and maximum amounts,
set forth in this Agreement.
	 
	14.	 	Representations and Warranties by the Sellers’ Parent Company
	 
	14.1	 	Sellers’ Parent Company hereby represents to Purchaser by way of an independent
guarantee (selbständige Garantie) pursuant to Section 311 para. 1 BGB that the
statements set forth in Annex 14.1 are complete and correct in all respects, in each
case as of the Signing Date and the Effective Time, unless it is specifically provided
for in the respective statement that such statement shall be made as
of a different date.
	 
	14.2	 	At Closing, Sellers’ Parent Company shall confirm all statements set forth in
Annex 14.1 but shall be free to amend the Exhibits to Annex 14.1 to this
Agreement
on the Closing Date where necessary. Such amendments shall exclude any claims
which Purchaser may have under Sections 15 with regard to representations made in
Annex 14.1 as of the Signing Date which thereafter become incorrect or incomplete as
of the Effective Time unless such incorrectness or incompleteness
results from an action taken by Sellers’ Parent Company which is not in compliance with Section 20.
	 
	14.3	 	It is understood by the Parties that (i) Sellers’ Parent Company shall be liable for any
breaches of the statements set forth in Annex 14.1 irrespective of any fault of
Sellers’
Parent Company
(verschuldensunabhängig), and (ii) Sellers’ Parent Company’s
liability shall be subject to the modalities and limitations, including thresholds,
deductibles and maximum amounts, set forth in this Agreement.
	 
	15.	 	Remedies of Purchaser
	 
	15.1	 	In the event that any of the statements of (i) Seller 1 in Annex 12.1 is incorrect
or incomplete (a “Seller 1 Breach”) or (ii) Seller 2 in Annex 13.1 is incorrect or
incomplete (a “Seller 2 Breach”) or (iii) Sellers’ Parent Company in Annex14.1 is
incorrect or incomplete (a “Sellers’ Parent Company Breach”) (collectively the “Sellers
Breaches”), Seller 1 or Seller 2 or Sellers’ Parent Company, as the case may be, shall put
Purchaser in the same position it would have been in if the statement had




 









 











	 	 	 	 	 
	BIRD & BIRD

	 	29/58
	 	ASPA
	G.D. S.p.A.
	 	 	 	 







	 	 	been correct and complete, either by providing for such position by restitution in
kind (Naturalrestitution), or, at Sellers Group’s election, by paying to Purchaser in cash
the amount of Damages. If and to the extent such restitution in kind has not remedied such
Sellers Breach within four (4) weeks after receipt of the respective Breach Notice,
Purchaser shall be entitled to claim for payment of Damages.
	 
	15.2	 	“Damages” shall mean all claims, liabilities, damages, interests, fines, penalties, out of
pocket costs (including reasonable legal accounting and other fees and expenses of
professional advisers) and other losses, whether or not involving any Third Party Claims,
which Purchaser would not have suffered if the respective statement of the respective member
of Sellers Group had been correct and complete and which are directly caused at the level of
HAPA AG, the LAETUS Items or the SSC Items by the Sellers Breach, i.e. excluding any indirect
or consequential damages (Mangelfolgeschäden) or lost profits (entgangener Gewinn).
	 
	15.3	 	Any advantages of Purchaser, of HAPA AG or of the owner of the LAETUS Items or
SSC Items resulting from a Sellers Breach (Vorteilsausgleich) and any rights of
Purchaser, of HAPA AG or of the owner of the LAETUS Items or SSC Items against
any third party for compensation of a Damage (such as insurance claims) shall be
taken into account only as and when they have actually been received, unless
Purchaser, HAPA AG or of the owner of the LAETUS Items or SSC Items cease to
pursue all reasonable actions to receive such advantages or rights upon becoming
aware of the facts causing such Sellers Breach, Should the amount of any claim of
Purchaser, HAPA AG or of the owner of the LAETUS Items or SSC Items
recoverable under an insurance policy not be recovered, Purchaser, upon Sellers
Group’s compliance with Section 15.1 (Zug-um-Zug) undertakes to assign and
transfer, or have assigned and transferred, any rights and/or claims Purchaser,
HAPA AG or of the owner of the LAETUS Items or SSC Items may have under the
insurance policy to Sellers’ Parent Company or its designee. Unless provided
otherwise herein, Sections 249 through 254 BGB shall apply.
	 
	15.4	 	In the event that after Closing Purchaser obtains knowledge of a Sellers Breach,
Purchaser shall as soon as reasonably practical after discovery of the relevant facts
notify the respective member of the Sellers Group providing its reasoning for a
potential claim as well as a description of the underlying facts in reasonable detail and
an estimate of the claimed amount (the “Breach Notice”). Sections 377 HGB and 442
para. 1 BGB shall not apply. For the avoidance of doubt, the Parties agree that the fact
that Purchaser has conducted a due diligence review or has obtained knowledge of
any circumstances constituting a Sellers Breach in any manner shall not exclude, limit
or prejudice the rights of Purchaser in any manner.
	 
	15.5	 	Third Party Claims
	 
	15.5.1	 	Purchaser shall as soon as reasonably practical
(unverzüglich) give notice to Sellers
Group of any claim, suit, action or proceeding brought by a third party in respect of




 









 











	 	 	 	 	 
	BIRD & BIRD

	 	30/58
	 	ASPA
	G.D. S.p.A.
	 	 	 	 







	 	 	which Purchaser may seek any remedy against any Seller hereunder (a “Third Party
Claim”).
	 
	15.5.2	 	Sellers Group may opt to (i) satisfy Sellers Group’s liability in respect of the Third
Party Claim or (ii) deliver to Purchaser without undue delay a written notice of
disagreement with the Third Party Claim and/or the liability of Sellers Group,
specifying in reasonable detail, based upon the information then available to Sellers
Group, the nature and extent of the disagreement. Sellers Group may upon timely
delivery of the notice of disagreement assume the defense against the Third Party
Claim provided that Sellers Group acknowledges in writing Sellers Group’s
obligation to fully indemnify Purchaser in respect of any costs and expenses incurred
in conjunction with a Third Party Claim, including all court fees and reasonable
lawyer fees and fees for experts and consultants; upon such assumption of the Third
Party Claim, Sellers Group shall reimburse Purchaser for any out of pocket expenses
and costs Purchaser was required to incur for defending itself against such Third
Party Claim until its assumption by Sellers Group. Notwithstanding the foregoing
provisions of this Section 15.5.2 to the contrary, if after assuming the defense of the
Third Party Claim, Sellers Group discovers new information that indicates that the
Third Party Claim was not the responsibility of Sellers Group in the first place under
this Agreement, then Sellers Group may rescind and withdraw Sellers Group’s
written acknowledgement of its obligation to indemnify Purchaser on account of
such Third Party Claim (“Withdrawn Admission of Obligation to Indemnify”)
provided that (i) Sellers Group can prove by clear and convincing evidence that
Sellers Group is not liable under this Agreement in respect of the Third Party Claim
that is the subject of the Withdrawn Admission of Obligation to Indemnify;
(ii) Sellers Group complied with the provisions of Section 15.5.3 during the period
that it was defending against such Third Party Claim; (iii) Sellers Group pays all the
costs and expenses that it incurred during the period that Sellers Group was
defending against such Third Party Claim and (iv) the statute of limitations of any
claims of Purchaser pursuant to this Agreement in connection with the Third Party
Claims is suspended (gehemmt) with effect of Purchaser’s notice pursuant to
Section 15.5.1 up and until the Third Party Claim has been finally adjucated
(rechtskräftig entschieden) or finally settled (verglichen). Purchaser’s right to initiate
arbitration proceedings pursuant to Section 28.10 shall remain unaffected.
	 
	15.5.3	 	When defending against the Third Party Claim, Sellers Group or Purchaser, as the
case may be, shall (i) select counsel of recognized standing and competence, (ii) at
all times diligently pursue a favorable resolution, (iii) keep each other at all times
informed about the status of defense measures, and (iv) comply with any reasonable
request of the other Party with respect to the defense. Purchaser or Sellers Group, as
the case may be, shall be allowed a reasonable opportunity to participate in the
defense with its own counsel and at their own expense.
	 
	15.5.4	 	Each Party shall be authorized to consent to a settlement of, or the entry of any
judgment arising from, the Third Party Claim, with the prior written consent of the
other Parties, such consent not to be unreasonably withheld. The foregoing shall not






 










 






	 	 	 	 	 
	BIRD & BIRD

	 	31/58
	 	ASPA
	G.D.S.p.A.
	 	 	 	 







	 	 	apply to any Third Party Claim assumed by Sellers Group and for which Sellers Group has
already reimbursed Purchaser pursuant to the second sentence of Section 15.5.2. Sellers Group shall
not encumber any of the Purchased Items or agree to any restriction or condition to such settlement
that would directly negatively apply to the Purchased Items and to HAPA AG.







	16.	 	2005 Financial Information Adjustment
	 
	16.1	 	The “2005 Financial Information” consist of






	16.1.1	 	the income statement of Romaco AG with respect to the HAPA Business for the fiscal year
ended August 31, 2005 (“Fiscal 2005”), which
is attached as Annex 16.1.1;
	 
	16.1.2	 	the income statement of Romaco Pharmatechnik GmbH with respect to the LAETUS
Business for Fiscal 2005, which is attached as Annex 1.6.1.2;
	 
	16.1.3	 	the income statements of the SSC Companies for Fiscal 2005,
which are attached as Annex 16.1.3 (the “SSC Financials”), and
	 
	16.1.4	 	certain line items from the SSC Financials with regard to the HAPA Business and LAETUS
Business (the “SSC Financial Data ”) which is
attached as Annex 16.1.4 and which consists of the
sales of products and services of the HAPA Business and the LAETUS Business by the SSC Companies in
Fiscal 2005 (the “2005 SSC Sales”), and
	 
	16.1.5	 	the salaries, bonuses and commissions and Benefits for the SSC Transferred Employees
(“SSC Employee Costs ”). Sellers Group has delivered to Purchaser Annex 16.1.5 listing the
SSC Transferred Employees and showing each SSC Transferred Employee’s salary, bonus and
commissions and Benefits for Fiscal 2005 (the “SSC Transferred Employee Costs Schedule”). The
Parties agree that the categories of costs to be included on the SSC Transferred Employee Costs
Schedule are limited to salary, bonus and commissions, and Benefits. “Benefits” for purposes of the
SSC Transferred Employee Costs Schedule means statutory social charges, healthcare, pension and,
also, as to Mexico and as to the United States, the additional items identified for Mexico and the
United States in the SSC Transferred Employee Costs Schedule. The information shown on the SSC
Transferred Employee Costs Schedule shall be the SSC Employee Costs for purposes of Section 16.
Sellers Group and Purchaser both agree that the list of transferred employees and categories of
benefits included on Annex 16.1.5 are complete and accurate and not subject to challenge pursuant
to Section 16. Purchaser may only challenge the SSC Transferred Employee Costs Schedule on the
basis that the amounts stated on such Schedule as to an employee or a category of costs listed on
such Schedule are understated.




 









 











	 	 	 	 	 
	BIRD & BIRD

	 	32/58
	 	ASPA
	G.D.S.p.A.
	 	 	 	 







	16.2	 	Sellers Group shall indemnify Purchaser as set out in Sections 16.2.1 through 16.2.8 for
any inaccuracies or omissions in the 2005 Financial Information
(collectively “Errors”) that (i)
would lead to a reduction of the “Operating Income” as set forth in the 2005 Financial Information
of the HAPA Business or the LAETUS Business (the “2005 EBIT”) and/or (ii) an SSC EBIT Error (as
defined at Section 16.2.2) “Corrected 2005 EBIT” for purposes of this Agreement means the amount
of the 2005 EBIT less the sum of (i) the reduction of the “Operating Income” of the HAPA Business
or the LAETUS Business from that set forth in the 2005 Financial Information on account of Errors
and (ii) the aggregate amounts of the SSC EBIT Errors.
	 
	16.2.1	 	If after Closing, Purchaser becomes aware of an Error that would result in a reduction
of the 2005 EBIT, then Purchaser shall without undue delay notify Sellers’ Parent Company of the
nature and the amount of the Error and approximately when and under which circumstances the Error
was discovered providing a calculation of the 2005 Corrected EBIT
(the “2005 EBIT Notice”). The
Corrected 2005 EBIT shall take into account all notified Errors as well as all Errors that would
have the effect of increasing the 2005 EBIT. The Corrected 2005 EBIT shall, however, not take into
account any Error that reduces the 2005 EBIT of which Purchaser or Purchaser’s Affiliates had
actual knowledge prior to the signing of this Agreement.
	 
	16.2.2	 	If and to the extent an Error relates to a reduction in SSC sales of products and
services of the HAPA Business and/or LAETUS Business of the SSC Companies, then the amount of the
Error shall be reduced to 20% of its amount. For example, if the SSC sales are overstated by EUR
2000, then the amount of the Error shall be reduced to 20% of EUR
2000, i.e. to EUR 400. The amount
of any Error as determined pursuant to this Section 16.2.2
and/or Section 16.2.3 is an SSC EBIT
error (“SSC EBIT Error”).
	 
	16.2.3	 	If and to the extent an Error relates to an understatement in SSC Employee Costs, then
the amount of the Error shall be equal to the amount of such understatement. The amount of any
Error as determined pursuant to this Section 16.2.2 and/or
Section 16.2.3 is an SSC EBIT Error.
	 
	16.2.4	 	Sellers’ Parent Company may object to any of the information contained in the 2005 EBIT
Notice. Any such objection must be made by delivery of a statement of objections stating the basis
of the objections with reasonable specificity to Purchaser within thirty (30) days following
receipt of the 2005 EBIT Notice (the “Sellers’ Objection”). If Sellers’ Parent Company does not so
object to the 2005 EBIT Notice within such 30-day period, the Corrected 2005 EBIT shall be
considered final and binding upon the Parties. Upon request, Purchaser shall permit Sellers’ Group
and their representatives, during normal business hours, to have reasonable access to, and to
examine and make copies of, any books and records that are relevant to the 2005 EBIT and the
Corrected 2005 EBIT and that are in the possession of Purchaser, Purchaser’s Affiliates or any of
their agents and are useful for Sellers’ Group and their representatives to review the 2005 EBIT
and the Corrected 2005 EBIT.




 









 











	 	 	 	 	 
	BIRD & BIRD

	 	33/58
	 	ASPA
	G.D.S.p.A.
	 	 	 	 







	16.2.5	 	In the event Purchaser and Sellers are unable to resolve a dispute or disagreement set
forth in Sellers’ Objection, either Party may elect, by notice to the other Party (given within
thirty (30) days after Purchaser’s receipt of Sellers’ Objections), to have all such disputes or
disagreements resolved by the Expert in accordance with the standards set forth in this Section 16.
The Expert shall act as an expert (Schiedsgutachter) and determine the Corrected 2005 EBIT with
final and binding effect to the Parties. The Expert shall be instructed to use best efforts to
perform their services within thirty (30) days after they have received the 2005 Corrected EBIT and
Sellers’ Objection to it and, in any case, as soon as practicable after receipt of these documents.
Sections 4.7.2.3 and 16.2.4 shall apply mutatis mutandis.
	 
	16.2.6	 	“2005 EBIT Reduction” shall be the amount by which the Corrected 2005 EBIT falls short of
the 2005 EBIT, if any, minus a deductible (Freibetrag) of EUR 100,000 (one hundred thousand euro).
Such deductible of EUR 100,000 shall only be taken into account once. The 2005 EBIT Reduction shall
never be lower than zero (0).
	 
	16.2.7	 	Sellers Group shall pay to Purchaser’s Account within five (5) Business Days after the
2005 EBIT Reduction has become final and binding on the Parties pursuant to Sections 16.2.4 or
16.2.5, as the case may be, an amount equal to the product obtained by multiplying ten (10) times
the 2005 EBIT Reduction.
	 
	16.2.8	 	If and to the extent an Error is taken into account in the determination of the 2005
EBIT Reduction such Error shall not lead to any further liability of Sellers Group under or in
connection with this Agreement.






	17.	 	Special Indemnifications





17.1  Environmental Indemnification





	17.1.1	 	Sellers Group shall indemnify and hold harmless Purchaser from and against all Pre-Closing
Environmental Liabilities incurred by Purchaser in connection with






	17.1.1.1	 	the contamination of the soil of any real estate or premises currently or
formerly used by HAPA AG or the LAETUS Business or the buildings or other fixtures on such real
estate,
	 
	17.1.1.2	 	the presence of Hazardous Materials in the groundwater and/or the soil vapor
(Bodenluft) originating from such real estate, or




 









 











	 	 	 	 	 
	BIRD & BIRD

	 	34/58
	 	ASPA
	G.D.S.p.A.
	 	 	 	 







	17.1.1.3	 	the disposal of any Hazardous Materials used, generated or stored at the premises
or office facilities currently or formerly used or leased by HAPA AG or the LAETUS Business or any
pollution of the groundwater caused thereby
	 
	 	 	(each such case an “Environmental Contamination”).
	 
	 	 	“Pre-Closing Environmental Liability” means any Damage resulting from the pollution or
contamination by or disposal of any Hazardous Materials or violation of Environmental Laws in or
under any property formerly or currently used, leased or operated by HAPA AG or the LAETUS Business
prior to the Closing Date, irrespective of such violation resulting in any Environmental
Contamination or not.
	 
	 	 	“Hazardous Materials” means any pollutants, contaminants or toxic substances or wastes that are
defined as such or regulated under authority of any applicable laws, governmental ordinances,
codes, rules, or regulations (“Environmental Laws”) relating directly to any matter with regard to
pollution or contamination or protection of the soil, the air, ground water, surface water or land
surface and nature, provided that such Environmental Laws are applicable as of the Closing Date in
the respective jurisdiction as regards the real estate, the soil, the air, buildings, foundation
and the ground water and surface water located in such jurisdiction.






	17.1.2	 	The indemnification obligation of Sellers Group shall consist
of any Pre-Closing
Environmental Liability attributable to






	17.1.2.1	 	such measures to investigate, protect, contain and clean-up Environmental
Contaminations or investigate, eliminate, reduce or otherwise remedy dangers to the human health,
natural resources or material assets which Purchaser is required to carry out by mandatory law
pursuant to an Executable Order;
	 
	17.1.2.2	 	penalties, fines and other sanctions imposed by an Executable Order, and
	 
	17.1.2.3	 	any liability towards a third party which has been confirmed by an Executable
Order.






	17.1.3	 	“Executable Order” shall mean any executable
(vollstreckbar) order of a court or
administrative authority (Behörde) provided that the Purchaser shall notify Sellers Group without
undue delay (itnverzüglich) of any such order and shall, upon the request of Sellers’ Parent
Company and at Sellers’ Parent Company’s cost, take any remedial action (Rechtsbehelf) to prevent
such order from becoming or remaining executable,
	 
	17.1.4	 	In the event that Purchaser obtains knowledge of an Environmental Contamination after
the Closing Date, Purchaser shall as soon as reasonably practical (unerzüglich) after discovery
of the relevant facts notify Sellers Group. For the defense against any claim, suit, action or
proceeding brought by any third party, including public




 









 











	 	 	 	 	 
	BIRD & BIRD

	 	35/58
	 	ASPA
	G.D.S.p.A.
	 	 	 	 







	 	 	authorities, in connection with any Environmental Contamination, Section 15.5 shall apply
mutatis mutandis.
	 
	17.1.5	 	Section 17.1 shall prevail over any statutory indemnification claims with regard to any
Pre-Closing Environmental Liability, in particular Section 24 of the German Soil Protection Act
(Bundes-Bodenshutzgesetz).





17.2        Taxes





	17.2.1	 	The liability of Sellers Group with respect to Taxes shall exclusively be governed by
this Section 17.2 unless explicitly stated otherwise in this Agreement.
	 
	17.2.2	 	With regard to the sale and transfer of the LAETUS Items and the SSC Items the Parties
agree the following: Purchaser shall not assume any liability of the Sellers’ Group with respect to
Taxes unless stated otherwise in this Agreement. Sellers’ Group shall hold harmless and indemnify
Purchaser from any such Tax liabilities, i.e., any liabilities of Sellers’ Group that are not
assumed by Purchaser pursuant to this Agreement. In particular, Sellers’ Group shall hold harmless
Purchaser from any claims raised against Purchaser by a Tax Authority pursuant to Section 75 of the
German General Tax Code (Abgabenordnug) or a comparable
provision of foreign Tax law.
	 
	17.2.3	 	Seller 1 hereby represents to Purchaser by way of an independent guarantee pursuant to
Section 311 para 1 BGB that for periods until and including the Closing Date the statements set
forth in Annex 17.2.3 are complete and correct, in each case as of the Signing Date and the
Closing Date.
	 
	17.2.4	 	Seller 1 shall indemnify and hold Purchaser harmless from and against any liability of HAPA
AG for Taxes






	 	(1)	 	relating to any tax period ending on or before the Closing Date (for the avoidance of
doubt, any Swiss federal withholding tax (Verrechnungssteuer)
that will be due or levied for transactions before or on the Closing Date shall be allocated to the
time period in which the tax triggering event was effected, provided that such tax must be complied
with payment); or
	 
	 	(2)	 	arising for periods until and including the Closing Date from a breach of a guarantee
contained in Section 17.2.3






	 	 	 	(the “Indemnifiable Tax “)
	 
	 	 	 	in each case (1) and (2) if and to the extent that (i) the aggregate amount of the Indemnifiable
Tax exceeds the aggregate amount of all accruals, provisions or liabilities made for Taxes in the
Closing Statement. Notwithstanding the above, Sellers Group shall not be liable for any Taxes (in
particular, but not limited to, real estate transfer tax, turnover tax) payable by HAPA AG (or
Purchaser) triggered by the conclusion of this Agreement or the consummation of the Transaction.






 










 






	 	 	 	 	 
	BIRD & BIRD

	 	36 / 58
	 	ASPA
	G.D. S.p.A.
	 	 	 	 







	17.2.5	 	Sellers Group shall not be liable for Taxes pursuant to this
Section 17.2 if and to
the extent such Taxes (i) result from any change in the accounting and taxation principles
or practices, the exercise of any tax or accounting election right, or the amendment of any
return, form and other statements required to be filed for Taxes which might be subject to
an indemnification payment under this Section 17.2 (the “Tax Returns”) (including methods of
submitting Tax Returns) introduced after the Closing Date, (ii) arise due to any
transaction, merger, restructuring or other measure initiated by the Purchaser after the
Closing Date, (iii) are the subject of a valid and enforceable claim for repayment or
indemnification against a third party, or (iv) result from any
change (including changes
with retroactive effect) of the applicable legislation or practice of
any Tax Authority.
	 
	17.2.6	 	If and to the extent that a circumstance which triggers Taxes for which an indemnification
claim under this Section 17.2 exists in principle (deem
Grande nacho) results in a reduction
of the tax base of HAPA AG or Purchaser or any Affiliates of Purchaser (e.g., because of the
lengthening of depreciation periods or higher depreciation allowances — Phasenverschiebungen)
in a period or a portion thereof that ends on or before the Closing Date or in a period
commencing thereafter (such reduction the “Reversal
Effect”), Seller 1 ’s obligation pursuant
to this Section 17.2 shall be reduced by the Tax benefit resulting from the Reversal Effect
(the “Tax Benefit”). The Tax Benefit resulting from the Reversal Effect shall be calculated
by applying a flat tax rate of 20% on the aggregate amount by which the tax base is reduced
because of the Reversal Effect.
	 
	17.2.7	 	If and to the extent that HAPA AG, Purchaser or any Affiliates of Purchaser receives a Tax
refund not reflected in the Closing Statements (deferred tax assets and liabilities are
disregarded in this respect), the amount of such Tax refund shall be paid by Purchaser to
Seller 1 within ten (10) Business Days following its receipt. A Tax refund shall be deemed
received at the time it is received in cash or as cash equivalent (including by way of set-off
against any Tax liability).
	 
	17.2.8	 	After the Closing Date, Purchaser shall prepare and make, and cause HAPA AG to prepare and
make, when due all Tax Returns required to be filed for Taxes which might be subject to an
indemnification payment under this Section 17.2 subject to the review and prior written
consent of Seller 1. Purchaser shall ensure that any Tax Return will be furnished to Seller 1
no later than thirty (30) days prior to the due date of its filing. Seller 1 shall provide
Purchaser with its comments without undue delay. Seller 1 shall be deemed to have given its
consent to any Tax Return timely furnished to him if he had failed to review such Tax Return
and to provide its comments to Purchaser or HAPA AG within three (3) weeks following the
receipt (Zinging) thereof.
	 
	17.2.9	 	Payment of Indemnification






	17.2.9.1	 	Any payment pursuant to Section 17.2 shall become due and payable five (5) Business Days prior to the due date of the relevant Tax, provided that





 









 





	 	 	 	 	 
	BIRD & BIRD

	 	37/58
	 	ASPA
	G.D. S.p.A
	 	 	 	 







	 	 	Purchaser has provided without undue delay, and at the latest fifteen (15)
Business Days prior to the due date of the relevant Tax, Seller 1 with all
documentation (including copies of Tax assessments) necessary to reasonably assess
the claim.
	 
	17.2.9.2	 	In the case of any Tax being appealed and to the extent that the Tax Authority has
granted a payment relief until such Tax becomes final and binding
(rechtskräftig), payment of
such Tax to the Tax Authority will be considered due no earlier than on the date a final and
binding determination to such effect is made by either the Tax
Authority or a court of
proper jurisdiction. If this is not the case, then Seller 1 shall make a respective advance
indemnification payment to Purchaser. If the amount of the respective Tax finally assessed
and to be paid is lower than the advance indemnification payment by Seller 1, then the
difference shall be reimbursed by Purchaser, including all interest earned thereon, if any,
within ten (10) days after the refund has been received in cash or as a cash equivalent
(including by way of set-off against any Tax liability) by HAPA AG, Purchaser or any
Affiliates of Purchaser






	17.2.10	 	If (i) HAPA AG, Purchaser or any Affiliates of Purchaser receives any Tax assessment
(Steuerveranlagung), or (ii) a Tax audit, dispute or administrative or judicial proceeding is
announced or commenced which (in both cases (i) and (ii)) might give rise to a claim of
Purchaser under this Section 17.2, Purchaser shall notify Sellers Group in writing. Such
notice shall include copies of any notice or other document received from any Tax Authority
in respect of any such tax assessment or audit and shall be given without undue delay, in any
event, however, so timely prior to the commencement of any Tax audit or expiration of any
period for appeal or other legal remedy to enable Sellers Group to participate in any such
Tax audit or to request any appeal or other legal remedy with respect to the relevant Tax
assessment within the applicable period available therefore. Neither Purchaser nor HAPA AG
shall acknowledge any liability for Taxes for which Seller 1 might be liable under this
Section 17.2 or agree to a settlement with the Tax Authorities regarding such Taxes without
Seller 1’s prior written consent, which shall not be unreasonably withheld; for the avoidance
of doubt and subject to Section 17.2.11, this shall not prohibit Purchaser and HAPA AG from
paying any Taxes as they fall due under the law or by order of the Tax Authorities.
	 
	17.2.11	 	The Purchaser shall, and shall cause HAPA AG, (i) to give Seller 1 and its legal advisors
(at the expense of Sellers Group) the opportunity to participate in any audits, disputes or
administrative or judicial proceedings relating to any Tax for which
Seller 1 might be liable
under this Section 17.2, (ii) upon Seller 1’s written request and at its cost, to challenge
and litigate any Tax assessment or other decision of any Tax Authority related to such Tax,
(iii) to comply, unless legally prohibited, with instructions given by Seller 1 in relation
to the conduct of the proceedings referred to in (i) and (ii) above (provided that any
reasonable costs incurred by them in connection with such instructions shall be borne by
Sellers Group), and (iv) not to





 









 





	 	 	 	 	 
	BIRD & BIRD

	 	38/58
	 	ASPA
	G.D.S.p.A.
	 	 	 	 







	 	 	accept or settle a dispute on a claim for a Tax for which Seller 1 might be liable
under this Section 17.2 without Seller 1’s prior written
consent.
	 
	17.2.12	 	If Purchaser has failed to comply with any of its obligations set forth in this Section
17.2, Seller 1 shall no longer be liable under this Agreement for the relevant Tax if and to
the extent the relevant Tax were not payable had Purchaser complied with its obligations.
The burden of proof whether Purchaser’s failure caused such effects shall be governed by
applicable law (including any rules facilitating any such proof — Beweiserleichterungen),
except that such burden of proof shall be on Purchaser with respect to the relevant Tax, if
and to the extent that (i) a Tax assessment becomes binding and non-appealable and Purchaser
or HAPA AG has failed to provide Seller 1 the opportunity to challenge or litigate, or to
request Purchaser or HAPA AG to challenge or litigate, such Tax assessment in accordance
with Section 17.2.11, (ii) the Tax matter has been acknowledged or settled (irrespective of
whether in a Tax contest or by other means including so-called package deals) without the
Seller 1’s prior written consent, (iii) Purchaser has failed to comply with any written
instruction of Seller 1 regarding the relevant Tax audit, assessment or proceeding, (iv)
Purchaser has failed, despite a prior written request by Seller 1, to grant Seller 1 and its
legal advisors access to any documents, directors or employees materially relevant in
connection with the defence against the Tax audit, assessment or proceeding, (v) Purchaser
has failed to notify Seller 1 about (a) a final meeting in a tax audit dealing with Taxes
which may have to be indemnified by Seller 1 under this Section 17.2, or (b) any other
meeting with representatives of the Tax Authorities dealing with Taxes which may have to be
indemnified by Seller 1 under this Section 17.2, in both cases (a) and (b) at least fifteen
(15) Business Days or to the extent possible prior to the date on which such meeting takes
place, or (vi) Purchaser has submitted a letter or similar document containing statements
relating to Taxes which may have to be indemnified for under this Section 17.2 to a Tax
Authority either without having informed Seller 1 or in violation of a written instruction
of Seller 1 with respect to such documents. For the purpose of (iii) and (iv) of the
preceding sentence, any request or instruction made in any meeting or conference and laid
down in any written minutes thereof accepted in writing by the relevant Parties and their
representatives shall be deemed to be in writing.






	17.3	 	Employee Indemnification






	17.3.1	 	Sellers Group shall indemnify and hold harmless Purchaser from any (i) HAPA Excess Employee
Liabilities as defined in Section 17.3.2, (ii) LAETUS Excess Employee Liabilities as defined
in Section 17.3.3 and (iii) SSC Excess Employee Liabilities
as defined in Section 17.3.4.
	 
	17.3.2	 	“HAPA Excess Employee Liabilities” shall mean any costs and expenses incurred by Purchaser
or HAPA AG which result from obligations vis-à-vis any HAPA Excess Employee, in
particular any severance payments consistent with the respective employment agreement and
applicable law (angemessene Abfindung), payments during termination periods, any salary
payments for periods during which





 









 





	 	 	 	 	 
	BIRD & BIRD

	 	39/58
	 	ASPA
	G.D. S.p.A.
	 	 	 	 







	 	 	no termination is legally possible and payments of any other employee benefits.
“HAPA Excess Employee” shall mean any employee of HAPA AG as of the Effective Time other
than the employees listed in Annex 17.3.2 (the “HAPA Transferred Employees”),
	 
	17.3.3	 	“LAETUS Excess Employee Liabilities” shall mean any costs and expenses incurred by
Purchaser which result from obligations vis-à-vis any LAETUS Excess Employee, in particular
any severance payments consistent with the respective employment agreement and applicable
law (angemessene Abfindung), payments during termination periods, any salary payments for
periods during which no termination is legally possible and payments of any other employee
benefits. “LAETUS Excess Employees” shall mean any employees that are transferred from
Seller 2 to Purchaser pursuant to Section 613a BGB in excess of the LAETUS Transferred
Employees (as defined in Section 4.6.1),
	 
	17.3.4	 	“SSC Excess Employee Liabilities” shall mean any costs and expenses incurred by the
transferee (as set out in the respective SSC Employee Transfer Deed) which result from
obligations vis-à-vis any SSC Excess Employees, in particular any severance payments
consistent with the respective employment agreement and applicable law (angemessene
Abfindung), payments during termination periods, any salary payments for periods during which
no termination is legally possible and payments of any other employee benefits. “SSC Excess
Employees” shall mean any employees that are transferred from the SSC Companies to such
transferee in excess of the SSC Transferred Employees (as defined in
Section 5.5.1),
	 
	17.3.5	 	Purchaser shall have no claim against Sellers Group if and to the extent Purchaser, HAPA AG
or the respective transferees set out in the SSC Employee Transfer Deeds continues employing
any HAPA Excess Employee, LAETUS Excess Employee or SSC Excess Employee, as the case may be,
or does not give notice of termination (Beendigungskündigung) to such HAPA Excess
Employee, LAETUS Excess Employee, SSC Excess Employee, as the case may be, without undue
delay (unverzüglich).
	 
	17.3.6	 	For the defense against any claim, suit, action or proceeding brought by any third party
in connection with any liability referred to in this Section 17.3, Section 15.5 shall apply
mutatis mutandis,






	17.4	 	Litigation Indemnification






Sellers Group shall indemnify and hold harmless Purchaser from and against all Damages
resulting from claims with respect to the Purchased Items brought in a court of law or in
forum of alternate dispute resolution and against any resulting judgment, court order or
settlement if and to the extent (i) such claim relates to events that occurred prior to the
Closing Date and (ii) such events are not dealt with under any other Section of this
Agreement (in which case such other Section of this Agreement shall prevail over this
Section 17.4). For the defense against any such claim
Section 15.5 shall apply mutatis
mutandis.




 










 






	 	 	 	 	 
	BIRD & BIRD

	 	40/58
	 	ASPA
	G.D. S.p.A.
	 	 	 	 







	17.5	 	Section 25 HGB Indemnification
	 
	17.5.1	 	Sellers Group shall indemnify and hold harmless Purchaser from and against all
claims of third parties for which Purchaser becomes liable pursuant to Section 25
HGB but which should not have been assumed by Purchaser pursuant to this
Agreement Sellers Group shall not be liable under this
Section 17.5.1 if and to the
extent such liability is related to any use of the firm name (Firma) “LAETUS” by
Purchaser, Purchaser’s Affiliates or any of their respective Related Persons prior to
the Effective Time.
	 
	17.5.2	 	Purchaser shall indemnify and hold harmless Sellers Group for any cost or damage
resulting from the use of the firm name (Firma) “LAETUS” by Purchaser,
Purchaser’s Affiliates or any of their respective Related Persons prior to the Effective
Time.
	 
	17.6	 	Sections 38 para. 3 and 47 FusG and Section 333 para. 3 CO Indemnification
	 
	17.6.1	 	Sellers Group shall indemnify and hold harmless Purchaser from and against all
claims of third parties for which Purchaser or HAPA AG becomes liable pursuant to
Sections 38 para. 3 and 47 FusG as well as Section 333 para. 3 CO and which are
not listed as HAPA Liabilities in the de-merger plan.
	 
	17.6.2	 	Should the amount of any claim of Purchaser or of HAPA AG recoverable based on
Art 148 para. 2 CO (Rückgriff) not be recovered, Purchaser undertakes to assign and
transfer, or have assigned and transferred, any rights and/or claims Purchaser or
HAPA AG may have based thereon, upon the payment of any indemnification under
this Section 17.6.
	 
	17.7	 	De-merger Indemnification
	 
	 	 	Sellers Group shall indemnify Purchaser for all and any costs related to the de-merger of
HAPA AG, including but not limited to legal fees, auditors’ fees, notary fees and
register of commerce fees which were allocated to HAPA AG unless such costs and fees have
already been accrued in the Closing Statement.
	 
	17.8	 	Purchaser shall raise an indemnification claim pursuant to this Section 16 in writing
providing its reasoning for such claim. Purchaser shall furthermore provide a
description of the underlying facts in reasonable detail and an estimate of the claimed
amount without undue delay after becoming aware of the facts underlying such claim
(the “Special Indemnification Notice”).
	 
	17.9	 	Purchaser shall indemnify and hold harmless Sellers Group from and against all
claims of third parties for which Romaco AG and/or FrymaKoruma AG become liable
pursuant to 47 FusG and which are listed as, or attributable to, the liabilities of HAPA
AG as set out in the demerger plan for the HAPA De-merger (the “HAPA FusG 47-
Claims”). Purchaser shall not be obliged to indemnify and hold harmless Sellers
Group to the extent that the HAPA FusG 47-Claims would have constituted Damages




 









 











	 	 	 	 	 
	BIRD & BIRD

	 	41/58
	 	ASPA
	G.D. S.p.A.
	 	 	 	 







	 	 	 	had the respective HAPA FusG 47-Claim been made against HAPA AG instead. Section
18.5.8 shall apply mutatis mutandis.






	17.10	 	Accounts Receivable
	 
	 	 	If Purchaser determines in connection with its review of the Closing Statement that one
or more accounts receivable are likely to be uncollectible which, for the avoidance of
doubt is deemed to be the case if such an account receivable has not been collected
within forty (40) days following the receipt of the Closing Statement by Purchaser (the
“Doubtful Accounts”), then Sellers Group shall buy from Purchaser those Doubtful
Accounts that Purchaser requests Sellers Group to buy (the “Repurchased Accounts”) at
the face value of the Repurchased Accounts provided that Purchaser or Affiliates of
Purchaser had tried to collect the Repurchased Accounts in the ordinary course of
business. In addition, the cash paid for the Repurchased Accounts shall be substituted
on the Closing Statement for the Repurchased Accounts and the reserve on the Closing
Statement for doubtful accounts shall be eliminated. Purchaser agrees to cooperate in a
reasonable manner with Sellers Group in Sellers Group’s attempts to collect the
Repurchased Accounts.
	 
	18.	 	Limitation of Liability / Statute of Limitation / Default
	 
	18.1	 	To the extent legally permissible, all liability of Sellers Group for any explicit or
implied representations, warranties, guarantees or other remedies which might exist
under statutory law or otherwise other than those provided for in this Agreement are
excluded. Furthermore, all other and further reaching rights and remedies of Purchaser
which might exist under statutory law other than those provided for in this Agreement
are excluded, except for (i) the claims for specific performance
(Erfüllung) provided
for in Section 3, Section 4 (except for Section 4.53),
Sections 5 (except for
Section 5.4.3) and Section 24.3, (ii) claims based on Sellers Group’s fraud (Arglist) or
willful misconduct (Vorsatz). This applies to all rights and remedies and damages of
any legal nature whatsoever (contractual, pre-contractual, tort or otherwise) and
furthermore in particular to all rights and remedies which would result in the
cancellation (Rückabwicklung) of this Agreement, or any right or remedy which
would have a similar effect.
	 
	18.2	 	Any sum owed by the Sellers Group according to Sections 15 through 16 shall be
reduced by any reserves shown in the Closing Statement to cover the specific loss or
expenditure (Individualrückstellungen) or by the amount still available at such time of
the generic reserves (Pauschalrückstellungen) covering the respective category
pursuant to Section 265 para. 5 HGB.
	 
	18.3	 	Except for (i) Sellers Breaches of the representations
in Sections 1–3 of Annex 12.1 or
representations in Sections nos. 5.1 and 5.2 of Annex 13.1 or representations in Sections
nos. 3.1 and 3.2 of Annex 14.1 (ii) indemnification claims pursuant to Section
17.2, (iii) claims based on Sellers Group’s fraud
(Arglist) or willful misconduct (Vorsatz),
or (iv) claims which may not be excluded or limited under




 









 











	 	 	 	 	 
	BIRD & BIRD

	 	42/58
	 	ASPA
	G.D. S.p.A.
	 	 	 	 







	 	 	 	applicable statutory law, the amount of the liability of Sellers Group under or in
connection with this Agreement shall be limited as follows:






	18.3.1	 	Sellers Group shall be liable for the Damages only and to the extent that the aggregate
amount of all Damages first exceeds EUR 250,000 (two hundred and fifty thousand euro)
(Freibetrag). For the avoidance of doubt, such deductible of EUR 250,000 shall only be taken
into account once. The deductible set out in this Section 18.3.1 shall not apply to any
claims pursuant to Section 16.
	 
	18.3.2	 	The aggregate amount of the liability of Sellers Group shall not exceed an amount
equaling EUR 13,000,000 (thirteen million euro); provided Purchaser may assert claims in
excess of such amount, but Sellers Group’s aggregate liability to pay is limited to EUR
13,000,000 (thirteen million euro).
	 
	18.4	 	The aggregate amount of the liability of Sellers Group under or in connection with
this Agreement (except for claims referred to under Section 18.3 (iii) and (iv)) shall
further be limited to the Final Purchase Price.
	 
	18.5	 	All claims of Purchaser under or in connection with this Agreement shall be time-
barred (verjahren) as follows:
	 
	18.5.1	 	Claims of Purchaser based on a Sellers Breach with regard to a statement set forth in
Sections 1 to 3 of Annex 12.1 shall be time-barred ten (10) years after the Closing
Date.
	 
	18.5.2	 	Claims of Purchaser based on Sellers Group’s fraud (Arglist) or willful misconduct
(Vorsatz} shall be time-barred in accordance with applicable statutory provisions.
	 
	18.5.3	 	Environmental indemnification claims of Purchaser based on Section 17.1 shall be
time-barred five (5) years after the Closing Date provided Sellers Group or its
Affiliates do not own, on the fifth (5th) anniversary of the Closing Date, such real
estate or premises as (i) used by HAPA AG at the Effective Time or (ii) leased under
the LAETUS Lease at the Effective Time and in each case (i) and (ii) which gives
rise to the respective environmental indemnification claim. Should Sellers Group or
its Affiliates continue to own any such real estate or premises, the respective
environmental indemnification claim of the Purchaser shall be time-barred in
accordance with applicable statutory provisions.
	 
	18.5.4	 	Tax indemnification claims of Purchaser based on Section 17.2 shall be time-barred
six (6) months after (i) the relevant assessment (Veranlagung) which is not subject
to a statutory reservation for review by the relevant authority
(Vorbehalt der
Nachveranlagung) has become final and binding (rechtskrqftig) or if such
reservation for review has been revoked, or (ii) the applicable statutory limitation
period for the relevant Tax.




 









 











	 	 	 	 	 
	BIRD & BIRD

	 	43/58
	 	ASPA
	G.D. S.p.A.
	 	 	 	 







	18.5.5	 	Employment indemnification claims of Purchaser based on Section 17.3 shall be
time-barred six (6) months after the date at which the respective underlying claim of
any third party vis-a-vis Purchaser becomes time-barred itself.
	 
	18.5.6	 	Litigation indemnification claims of Purchaser based on Section 17.4 shall be time-
barred twenty-four (24) months after the Closing Date.
	 
	18.5.7	 	Section 25 HGB indemnification claims of Purchaser based
on Section 17.5 shall be
time-barred six (6) months after the date at which the respective underlying claim of
any third party vis-a-vis Purchaser becomes time-barred itself.
	 
	18.5.8	 	Sections 38 para. 3 and 47 FusG as well as Section 333 para. 3 CO indemnification
claims of Purchaser based on Section 17.6 shall be time-barred twelve (12) months
after the date at which the respective underlying claim of any third party vis-a-vis
Purchaser becomes time-barred itself.
	 
	18.5.9	 	Any other claims of Purchaser pursuant to or in connection with this Agreement
(including the 2005 Financial Information Adjustment pursuant to Section 16 and the
de-merger indemnification claim pursuant to Section 17.7) shall be time-barred
twenty-four (24) months after the Closing Date.
	 
	18.5.10	 	For the avoidance of doubt, if a claim can be brought pursuant to more than one of the
Sections 18.5.1 to 18.5.9, such claim shall only be time-barred upon the expiration of the
longest applicable statute of limitation as per Section 18.5.
	 
	18.6	 	Any limitation period shall be suspended (gehemmt) with Purchaser providing any
member of Sellers Group with a Breach Notice, 2005 EBIT Notice or Special
Indemnification Notice (the “Notice”) provided, however, that a statement of claim
(Klageerhebung) is made no later than six (6) months after receipt of such Notice.
Sections 204 through 213 BGB shall apply.
	 
	18.7	 	Any amount payable pursuant to Sections 15 to 16 shall bear interest at the
Contractual Interest Rate after the expiry of a ten (10) Business Days period upon the
Purchaser providing a Seller with a Notice.
	 
	19.	 	Representations and Warranties by Purchaser
	 
	19.1	 	Purchaser has been duly established and validly exists as a stock corporation under the
laws of the relevant jurisdiction. Purchaser has the unrestricted right, power, authority
and capacity to execute and consummate this Agreement and the transactions
contemplated therein. All required approvals of any corporate bodies of Purchaser
have been given.
	 
	19.2	 	No insolvency or similar proceedings have been, or have been threatened to be,
opened over the assets of Purchaser, and there are no circumstances which would




 









 











	 	 	 	 	 
	BIRD & BIRD

	 	44/58
	 	ASPA
	G.D. S.p.A.
	 	 	 	 







	 	 	 	require or justify the opening of or application for such proceedings. Purchaser is
neither illiquid (zahlungsunfdhig) nor over-indebted
(überschuldet).






	19.3	 	This Agreement constitutes (and all other documents executed by Purchaser under or
in connection with this Agreement will, when executed, constitute) legal, valid and
binding obligations of Purchaser enforceable in accordance with their
terms.
	 
	19.4	 	The execution and consummation of this Agreement and of the transactions
contemplated therein by Purchaser does not violate the articles of association,
partnership agreement or other corporate documents, as the case may be, or any other
legal obligations of Purchaser and is not subject to challenge (Anfechtimg) by any
third party on any legal basis, including without limitation on the basis of any creditor
protection laws.
	 
	19.5	 	In the event that Purchaser is in breach of any
representation in Section 19.1 through the provisions in Section 15 shall apply mutatis mutandis Claims of any
member of Sellers Group shall be time-barred eighteen (18) months after the Closing
Date.
	 
	20.	 	Covenants and other Agreements
	 
	20.1	 	Conduct of Business between the Signing Date and the Effective Time
	 
	20.1.1	 	Until the Effective Time, Sellers Group shall properly conduct the HAPA Business and
the LAETUS Business and the SSCs in their respective Ordinary Course of Business, without
entering into any agreements or incurring any obligations, liabilities or indebtedness or
taking any other action which, without the prior consent of Purchaser, may cause any of the
statements contained in Annex 12.1,Annex 13.1or Annex 14.1 to become
materially incorrect or incomplete.
	 
	20.2	 	In particular no Seller shall without the prior consent of Purchaser or as otherwise
expressly provided in this Agreement,
	 
	20.2.1	 	adopt or permit the adoption of any shareholders resolution of HAPA AG or, as far
as the LAETUS Business is concerned, of Seller 2, or, as far as the SSC Items are
concerned, of Sellers’ Parent Company or its Affiliates;
	 
	20.2.2	 	sell, transfer, create any encumbrances on or otherwise dispose of any HAPA AG
Shares, grant any options, warrants, pre-emptive rights, rights of first refusal or any
rights relating to the HAPA AG Shares, create any new shares in HAPA AG or any
other rights to purchase or obtain any of the HAPA AG Shares;
	 
	20.2.3	 	sell, transfer, pledge, mortgage, lease or otherwise dispose of (i) any assets of
HAPA AG, (ii) any LAETUS Assets, or (iii) any SSC Assets, in each case having a
value in excess of EUR 20,000 (twenty thousand euro) provided, however, nothing






 









 






	 	 	 	 	 
	BIRD & BIRD

	 	45/58
	 	ASPA
	G.D. S.p.A.
	 	 	 	 







	 	 	in this clause is intended to restrict the sale of products or services of a
particular business in the Ordinary Course of Business;
	 
	20.2.4	 	(i) hire any additional personnel for HAPA AG, the LAETUS Business or with
respect to the SSC Items, except for any personnel required to replace any
terminated employees, Directors or Officers, or (ii) increase the rate of
compensation payable, or to become payable, to any employee, Director or Officer
of HAPA AG, of the LAETUS Business or with respect to the SSC Items other than
increases required by law or by any contract existing as of the Signing Date and
properly disclosed to Purchaser;
	 
	20.2.5	 	terminate or waive any rights of HAPA AG, of Seller 2 as far as related to the
LAETUS Items, or of a SSC Company as far as related to the SSC Items, and in
each case having a value in excess of EUR 20,000 (twenty thousand euro);
	 
	20.2.6	 	enter into any agreement or make any other transaction in which HAPA AG is a party or
relating to LAETUS Items or to the SSC Items and, in each case, which






	 	(a)	 	is outside the Ordinary Course of Business;
	 
	 	(b)	 	involves payments or expenditures by HAPA AG or Seller 2 with respect to
the LAETUS Items or by a SSC Company with respect to the SSC Items, in
each case in excess of EUR 50,000 (fifty thousand euro);
	 
	 	(c)	 	has a term of more than six (6) months or the termination of which requires a
notice period of more than three (3) months;
	 
	 	(d)	 	results in a guarantee or suretyship for the benefit of a third party;
	 
	 	(e)	 	is on any terms that are not at arm’s length;
	 
	 	(f)	 	provides for a change of control clause and/or unlimited liability;






	20.2.7	 	delay or accelerate the payment of any amount due to HAPA AG or to Seller 2 with
regard to the LAETUS Items or to a SSC Company with regard to the SSC Items by
its respective suppliers or customers (or vice-versa), or solicit or agree to, the
extension or acceleration of the payment terms otherwise applicable to any such
suppliers or customers (or vice-versa);
	 
	20.2.8	 	change its accounting methods, principles or practices (including, without limitation,
any changes in depreciation or amortization policies or rates or any changes in any
assumptions underlying any method of calculating reserves) with respect to
HAPA AG, the LAETUS Items or the SSC Items;
	 
	20.2.9	 	omit, wholly or partially, with respect to HAPA AG, the LAETUS Items or the SSC
Items, the payment of any Taxes, compensation to employees, social security





 









 





	 	 	 	 	 
	BIRD & BIRD

	 	46/58
	 	ASPA
	G.D. S.p.A.
	 	 	 	 







	 	 	contributions or similar payments or benefits becoming due in the aforesaid period
unless being contested as permitted under applicable law;
	 
	20.2.10	 	with respect to HAPA AG, the LAETUS Items or the SSC Items, increase or
decrease its inventory to a level outside the Ordinary Course of Business;
	 
	20.2.11	 	adopt or increase payments to, or benefits under, any profit sharing, bonus, deferred
compensation, savings, insurance, pension, retirement, severances or other employee
plan for or with any LAETUS Transferred Employee or HAPA Transferred
Employee or SSC Transferred Employee;
	 
	20.2.12	 	enter into any agreement with any Director or Officer of HAPA AG, Seller 2 or a
SSC Company — however with respect to Seller 2 and the SSC Companies only if
the employment or service agreement of such Director or Officer is transferred to
Purchaser — which increases the compensation due to such Director or Officer as of
or after the Signing Date, or
	 
	20.2.13	 	agree to be bound to do any of the foregoing.
	 
	20.3	 	Sellers Group shall ensure (stehen dafür ein) that until the Effective Time HAPA AG,
Seller 2 as regards the LAETUS Business and the SSC Companies as regards the SSC
Items shall, without the prior consent of Purchaser, (i) not take any actions which go
against maintaining their relationships with customers, agents, distributors and
employees, (ii) preserve the assets of HAPA AG, the LAETUS Assets and the SSC
Assets in good working condition, reasonable wear and tear excepted, and
(iii) maintain the insurance for the respective business at the level existing as of the
Signing Date.
	 
	20.4	 	Any consent of Purchaser required under Section 20.1
through Section 20.3 shall be
requested and given in text form (Textform) and shall be deemed to have been
obtained if any of the individuals listed in Annex 20.4.1 (or such other individuals as
previously notified to Purchaser one week in advance) has requested Purchaser to
consent to such action by email to any of the individuals listed in
Annex 20.4.2 with a
copy to ulrich.goebel@twobirds.com (or to any such other individuals/emails as
previously notified to Sellers Group one week in advance), and Purchaser has not
objected in writing or by email to the requesting individual, with copy to
joe.rigot@thompsonhine.com, within seven (7) Business Days following such request.
Sellers Group shall not be liable under or in connection with this Agreement for any
consequences resulting from the fact that Purchaser does not consent to an action for
which consent has been requested pursuant to this Section 20.4.
	 
	20.5	 	Between the Signing Date and the Effective Time, Sellers Group undertakes to notify
Purchaser without undue delay (umverzüglich) of any event which is or may constitute
a Sellers Breach and which has, or is reasonably likely to have, a Material Adverse
Effect.





 









 





	 	 	 	 	 
	BIRD & BIRD

	 	47/58
	 	ASPA
	G.D. S.p.A.
	 	 	 	 







	20.6	 	Access to Information
	 
	 	 	Seller 1 shall procure that as from the Signing Date HAPA AG and Romaco AG provide, and
Seller 2 and Sellers’ Parent Company and its Affiliates shall equally provide, each
individually, to Purchaser and its professional advisers full access during normal business
hours to all of their properties, assets, books, financial statements and book keeping
vouchers, tax returns, contracts (including contracts with agents, distributors, employees
and customers), permits, records and other documents and data for any period up to the
Closing Date and furnish to Purchaser all such documents and information which Purchaser
reasonably requests and which, in each case, relate to HAPA AG, the HAPA Business, the
LAETUS Items, the SSC Items or the 2005 Financial Information.
	 
	21.	 	Guarantees of Sellers’ Parent Company
	 
	 	 	Sellers’ Parent Company hereby irrevocably, unconditionally and without exception
guarantees the fulfillment of any and all obligations or liabilities of Seller 1 and/or
Seller 2 arising under this Agreement.
	 
	22.	 	Non-Compete
	 
	22.1	 	For a period of five (5) years after the Closing Date, Sellers Group shall refrain, and
shall ensure that Sellers Group’s Affiliates refrain, from competing, directly or indirectly,
in the HAPA Business or LAETUS Business as of the Closing Date in the respective territories
as listed in Annex 22.1. This obligation shall include that Sellers Group and Sellers
Group’s Affiliates
	 
	22.1.1	 	shall for the purpose of avoiding migration of HAPA Business or LAETUS Business
related know-how, not solicit or encourage its Directors and Officers to serve for a
Competitor as Director or Officer, consultant, contractor or otherwise; and
	 
	22.1.2	 	shall not hold, directly or indirectly, any interests in a Competitor, except for shares
or other interests (e.g. options or convertibles) in publicly listed corporations (for
which the HAPA Business and LAETUS Business is not the core business) which
represent a capital participation of less than five (5) percent of the voting capital of
such Competitor;
	 
	22.1.3	 	shall not influence or attempt to influence any customer, supplier, employee,
consultant, Director, Officer, agent or distributor or other third party maintaining a
contractual or other business relationship with the HAPA Business, with the
LAETUS Business or with the SSC Items to terminate or discontinue such
contractual or other business relationship or to have such people work for Sellers
Group. Sellers Group’s Affiliates or a Competitor or to reduce the volume of goods
or services provided thereunder; or





 









 





	 	 	 	 	 
	BIRD
& BIRD

G.D. S.p.A.

	 	48/58
	 	ASPA







	22.1.4	 	shall not solicit or attempt to solicit the service or employment of current or future
Directors and Officers or employees of the HAPA Business, of the LAETUS Business or of the
SSC Items.
	 
	22.2	 	Nothing in this Agreement shall prevent any Seller or any Affiliate of any Seller from:
	 
	22.2.1	 	acquiring any diversified entity or business which has a constituent part which at the
time of acquisition is engaged in a Competitive Business, if the Competitive
Business represents less than ten percent (10%) of the most recent annual sales of
the acquired entity or business; it being the intention of the parties that no Seller and
no Affiliate of any Seller shall be prevented from purchasing a holding company or
some other group of companies merely because one of the minor companies or
divisions thereof being acquired is engaged in a Competitive Business; provided,
however, that if such acquired entity or business had prior to the acquisition, or at
anytime after the acquisition Sellers Group and Sellers’ Affiliates have, more than
EUR 2,000,000 (two million euro) in annual revenues from a Competitive Business,
then Sellers’ Parent Company shall within fifteen (15) months after the occurrence of
either of the foregoing, dispose, or cause Sellers Group to dispose, of the business
which is a Competitive Business and Sellers’ Parent Company’s obligation to dispose
of such business which is a Competitive Business shall continue even if the
obligation not to compete as set forth in this Section terminates prior to the end of
such 15-month period; or
	 
	22.2.2	 	selling products of a Competitive Business if the products are incidental parts or
components of another product of any Seller or an Affiliate of any
Seller.
	 
	 	 	“Competitor” shall mean any individual person or legal entity which conducts any business
activities which are in competition with the HAPA Business or the LAETUS Business (the
“Competitive Business”) conducted at any time during the term of the non-compete
obligation.
	 
	22.3	 	The Parties agree that in the case of a breach by a Seller or Sellers Group’s Affiliates
of the non-compete obligation the remedies available to Purchaser under this
Agreement may eventually not be sufficient to hold Purchaser fully harmless against
the detriments suffered therefrom, Purchaser shall be entitled to enforce any claims
for specific performance by any member of the Sellers Group of the non-compete
obligation (Unterlassungs- und Beseitigungsanspriüche) by injunctive relief
(einstweiliger Rechlsschitlz) pursuant to the applicable
statutory regulations.
	 
	22.4	 	Sellers Group shall, in addition to any other remedies of Purchaser under this
Agreement or law, pay to Purchaser a contractual penalty of:
	 
	22.4.1	 	EUR 150,000 (one hundred and fifty thousand euro) for each case of a material willful and
knowing (vor-sälzlich) breach by any member of Sellers Group or Sellers Group’s Affiliates
of the non-compete obligation; or






 










 






	 	 	 	 	 
	BIRD & BIRD
	 	49/58
	 	ASPA
	G.D. S.p.A.	 	 	 	 







	22.4.2	 	EUR 150,000 (one hundred and fifty thousand euro) for each case of a material
breach by any member of Sellers Group or Sellers Group’s Affiliates of the non-
compete obligation, provided Purchaser gave notice of breach to Sellers’ Parent
Company and the breach was not cured within such thirty (30)-day period; or
	 
	22.4.3	 	EUR 50,000 (fifty thousand euro) for each case of a breach by any member of
Sellers Group or Sellers Group’s Affiliates of the non-compete obligation, provided
Purchaser gave notice of breach to Sellers’ Parent Company and the breach was not
cured within such thirty (30) day period.
	 
	22.5	 	Should the non-compete covenant provided for in Section 22.1 be or become invalid with
respect to the scope of its term, region or subject matter, the invalid provision shall be
replaced by a valid provision which shall have the closest economic effect legally
permissible.
	 
	23.	 	Merger Notification

	 
	 	 	The transaction contemplated by this Agreement has already been notified to and
approved by the FCO. A copy of respective letter from the FCO is attached as Annex
23.
	 
	24.	 	Transition of Business
	 
	24.1	 	Without prejudice to the rights of the Parties under this Agreement, Sellers Group and
Purchaser shall cooperate after the Closing Date and use their best commercially
reasonable efforts to provide for the smooth transition of HAPA AG, the LAETUS
Items and the SSC Items to Purchaser, In particular, Sellers Group
shall forward all
communication it receives with respect to the Purchased Items, the HAPA Business or
the LAETUS Business (including telephone calls and e-mail requests) to Purchaser, or
inform Purchaser of such received communication, without undue delay
(unverzüglich).
	 
	24.2	 	Sellers Group undertakes to refrain, after Closing, from using any brand, trade or
business names or similar (verwechshungsfähige) names transferred to Purchaser as
part of the HAPA Business, the LAETUS Items or the SSC Items for Sellers Group’s
or Sellers Group’s Affiliates’ own business purposes and from granting a right to use
such name to any third party.
	 
	24.3	 	The Parties agree that, except as set forth in this Agreement (including, for the
avoidance of doubt, the notes to the Reference Balance Sheet), all agreements and
arrangements between Sellers Group and Sellers Group’s Affiliates on the one side
and Purchaser and HAPA AG on the other side “Intra-Group Agreements” shall be
terminated with no further liability on any party on any Intra-Group
Agreement. The
Parties undertake that, except as set forth in this Agreement (including, for the
avoidance of doubt, the notes to the Reference Balance Sheet), as from the Effective






 









 








	 	 	 	 	 
	BIRD & BIRD
	 	50/58
	 	ASPA 
	G.D. S.p.A,	 	 	 	 







Time, no party of any Intra-Group Agreement will have any claim whatsoever against any
other party of such agreement or any of such other party’s Directors of Officers or
employees. If after Closing Date any such claim or liability arises, the Parties shall
procure that the party under the Intra-Group Agreement having such claim or liability shall
waive, on demand of the other Parties, all rights against the other Parties and their
Directors and Officers or employees in respect of such claim or liability.




	25.	 	Confidentiality and Public Announcements
	 
	25.1	 	“Confidential Information” shall mean any content of this Agreement and any and
all information created, transferred, recorded or employed as part of, or otherwise
resulting from any activities undertaken pursuant to, this Agreement, including
business, organizational, technical, financial, marketing, operational, regulatory or
sales information of Sellers Group, Sellers Group’s Affiliates, Purchaser or
Purchaser’s Affiliates.
	 
	25.2	 	The Parties undertake to treat all Confidential Information strictly confidential and to
refrain from disclosing it to any third parties, unless such Confidential Information is
or has already been
	 
	25.2.1	 	made available by the disclosing Party for general release independent of the
receiving Party;
	 
	25.2.2	 	made public as required by law, court proceedings or stock exchange regulations;
	 
	25.2.3	 	made part of the public domain as a result of acts by someone other than the
receiving Party and through no fault or wrongful act of the receiving
Party.
	 
	25.3	 	A receiving Party may disclose Confidential Information to its Affiliates and its or its
Affiliates’ Directors and Officers, employees and professional advisers
(the “Secondary Recipients”), provided that such Secondary Recipients are — either on the
basis of their employment or service contracts, enforceable rules of conduct or
individual confidentiality undertakings — subject to confidentiality obligations with
respect to such Confidential Information equivalent in scope and nature to the
confidentiality obligations of the receiving Party hereunder. At the disclosing Party’s
written request, the receiving Party shall inform the disclosing Party in writing about
(i) the identity of any Secondary Recipients to which the receiving Party has disclosed
any Confidential Information, (ii) the basis, scope and nature of such Secondary
Recipient’s confidentiality obligations and (iii) the Confidential Information disclosed
to the Secondary Recipient, Each Party which has disclosed Confidential Information
to a Secondary Recipient shall be liable for the disclosure of such Confidential
Information to any third party by such Secondary Recipient which is in violation of
such Secondary Recipient’s confidentiality obligations.






 









 








	 	 	 	 	 
	BIRD & BIRD
	 	51/58
	 	ASPA
	G.D. S.p.A.	 	 	 	 







	25.4	 	Upon Closing, Purchaser is released from all confidentiality obligations to the extent
that any information deemed Confidential Information relates to the HAPA Business,
HAPA AG, the LAETUS Business or the SSCs without relating to any business
retained by any Seller or by any Seller’s Affiliate.
	 
	25.5	 	For the purpose of this Section, the reference to Party shall also connote the plural, as
the case may be.
	 
	25.6	 	Sellers’ Parent Company and Purchaser undertake to agree on a joint press release. If
no agreement has been reached by the end of the third (3rd) Business Day after
the Signing Date, each Party shall be free to publish its own press release on information
other than Confidential Information that has not yet been disclosed pursuant to this
Section 25.
	 
	26.	 	Notices
	 
	26.1	 	All notices and any other kind of communication under or in connection with this Agreement
shall be made in writing and shall be sent by fax, registered mail or courier to the
following addresses:




If to Seller 1, Seller 2 or Sellers’ Parent Company, to:



c/o Robbins & Myers, Inc.

1400 Kettering Tower 
Dayton,
OH 45423 
Fax: +1-937-225-3314



Attention: Kevin J. Brown, Vice President and Chief Financial Officer of

Robbins & Myers, Inc.



with a copy to



Thompson Hine LLP 
2000 Courthouse
Plaza N.E.
 P.O. Box 8801
 Dayton, OH
45401-8801
 Fax: +1-937-443-6635



Attention: Joseph M, Rigot, Esq.



If to Purchaser, to:



G.D,
S.p.A.

Via Battindarno 91





 









 








	 	 	 	 	 
	BIRD & BIRD
	 	52/58
	 	ASPA
	G.D. S.p.A.	 	 	 	 





40133 Bologna

Italy

Fax: +39-051-6474407



Attention: Claudio Malpensi, Director of Strategic Planning and New Business

Development



with a copy to



Bird
& Bird 
Pacellistrabe
14 
80333 Munich
 Germany

Fax: +49-89-35816011



Attention: Dr. Ulrich Goebel





or to such other recipients or addresses which have been received by the notifying Party
pursuant to this Section 26.1 no later than three (3) Business Days prior to the
notification such Party intends to make hereunder.




	26.2	 	The receipt of a copy by the persons indicated above as recipients of copy shall not
constitute receipt of such document by the respective Party.
	 
	27.	 	Costs and Expenses
	 
	27.1	 	Unless stated otherwise in this Agreement, all costs, including fees, expenses and charges,
in connection with the preparation, negotiation, execution and consummation of this Agreement
or the transactions contemplated herein, including, without limitation, the fees and expenses
of professional advisors, shall be borne by the Party commissioning such costs. The fees for
the clearance of the merger contemplated under this Agreement by the FCO shall be evenly
split between Sellers Group and Purchaser.
	 
	27.2	 	Turnover Tax
	 
	27.2.1	 	The Aggregate Purchase Price and the Closing Adjustment, if any, shall be net of
any turnover tax. Any turnover tax triggered by the Signing or Closing of this
Agreement (including, for the avoidance of doubt, any agreement executed to
consummate the Transaction) shall be paid by Purchaser to the respective Seller
within five (5) Business Days after receipt (Zugang) of an invoice issued by such
Seller; such invoice has to fulfill the requirements, if any, of the respective turnover
tax laws of the respective jurisdiction in which the turnover tax has
been triggered.
	 
	27.2.2	 	Without prejudice to Section 27.2.1, with regard to the sale of the LAETUS Items,
the following shall apply with respect to any German turnover tax triggered by the
Signing or Closing of this Agreement (including, for the avoidance of doubt, any






 










 






	 	 	 	 	 
	BIRD & BIRD

	 	53/58
	 	ASPA
	G.D. S.p.A.
	 	 	 	 







	 	 	agreement executed to consummate the Transaction): It is the
current understanding of the Parties that the Transaction with regard
to the sale of the LAETUS Items constitutes the sale of a business
(Geschäflsverßuferung) within the meaning of Section 1 para, la of
the German Turnover Tax Code (Umsatssleuergesetz) (“UStG”) and is
therefore not subject to German turnover tax. If, contrary to the
understanding of the Parties, the competent German tax office takes
the position that the Transaction is wholly or in part subject to
German turnover tax, the Purchaser shall pay such German turnover tax
payable by any Seller to Sellers Group within five (5) Business Days
after receipt (Zugang) of an invoice issued by the relevant Seller in
accordance with the relevant provisions of the UStG; any dispute
between the Parties over the tax base and its breakdown for German
turnover tax purposes shall be settled after Purchaser’s payment of
the respective Tax in accordance with Section 27.2.1 pursuant to
Section 4 7.2.3 which shall apply mutatis mutandis. Prior to the
Closing Date, Purchaser shall cause Blitz 139-05 GmbH to assign to
Seller 2 on account of performance (erfullungshalber) its claim to
refund of turnover tax (Vorsteuererstattungsansruch) relating to the
taxable period of the consummation of the Transaction (i.e. the period
in which Purchaser is entitled to deduct or have the respective input
turnover tax refunded) (“Refund Claim”) up to the amount of the German
turnover tax payable by any Seller as a result of the consummation of
the Transaction; Blitz 139-05 GmbH and Seller 2 shall notify the
competent German tax office(s) about such assignment in accordance
with Section 46 of the German General Tax Code (Abgabenordnung)
without undue delay after the Closing Date. To the extent that (i) the
assignment of the Refund Claim is not valid, or (ii) the assigned
Refund Claim is not due when the turnover tax is payable by the Seller
with respect to the Transaction or (iii) the assigned Refund Claim
falls short of the amount of the German turnover tax payable by Seller
with respect to the Transaction, Purchaser shall remain obliged to pay
such amount to Seller in cash pursuant to sentence 3 of this Section
27.2.2.
	 
	28.	 	Miscellaneous
	 
	28.1	 	All Annexes to this Agreement constitute an integral part of
this Agreement. In the
case of a conflict between any Annex and the provisions of this Agreement, the
provisions of this Agreement shall prevail.
	 
	28.2	 	This Agreement and the Annexes shall comprise the entire agreement between the
Parties concerning the subject matter hereof and shall supersede and
replace all prior
oral and written declarations of intention made by the Parties in respect
thereof
Unless provided for otherwise in this Agreement (including, for the
avoidance of
doubt, its Annexes), any liability and claims of the Parties and of the
SSC Companies
in connection with the Transaction shall exclusively be governed by this
Agreement,
and this Agreement shall prevail over any other agreement between the
Parties,
including the transfer documents referred to in Section 11.5.5, the SSC
transfer deeds





 









 





	 	 	 	 	 
	BIRD & BIRD

	 	54/58
	 	ASPA
	G.D. S.p.A.
	 	 	 	 







	 	 	and the SSC employment transfer deeds referred to in
Sections 11.6.1
and 11.6.2, respectively.
	 
	28.3	 	Any amendments to this Agreement (including amendments to this
clause) shall be
valid only if made in writing (Schriftform), unless another form is required by
mandatory law.
	 
	28.4	 	The headings in this Agreement are inserted for convenience only and shall not affect
the interpretation of this Agreement. Except as set forth otherwise, all references to
“Section” or “Annex” refer to the corresponding
Section or Annex of this Agreement.
All words used in this Agreement will be construed to be of such gender or number as
the circumstances require. The word “including” shall not limit the preceding words
or terms and the respective enumeration shall be conceived as exemplary and not as
exclusive or exhaustive. Wherever this Agreement requires the disclosure of or
otherwise refers to a contract or other agreement, such disclosure requirement or other
reference shall apply to and include all ancillary agreements, amendments, side letters,
waivers and similar documents, if any, related thereto. The term “complete and
correct” shall also connote that the relevant statement is also not misleading.
	 
	28.5	 	If provisions in this Agreement include English terms after which either in the same
provision or elsewhere in this Agreement German terms have been inserted in
brackets and/or italics, the respective German terms alone and not the English terms
shall be authoritative for the interpretation of the respective provisions. If the English
legal meaning differs from the German or Swiss (as the case may be) legal meaning of
this Agreement and its terms, the German or Swiss (as the case may be) meaning shall
prevail.
	 
	28.6	 	Without the prior written consent of the other Parties, no Party shall be entitled to
assign any rights or claims under this Agreement. Sellers Group hereby consents to
the assignment of any rights and obligations of Purchaser under this Agreement to any
Affiliate of Purchaser, including, after the Closing Date, HAPA AG and Legal
Entities acquiring the LAETUS Items and the SSC Items. Purchaser shall guarantee
the proper performance by any transferee of all transferred obligations, Section 21
applying mutatis mutandis. Furthermore, Purchaser may assign any claim under this
Agreement to any banks or other lenders as collateral for any debt incurred by
Purchaser or any Purchaser’s Affiliate in connection with the financing of the
Aggregate Purchase Price or of any obligations of Purchaser under this Agreement.
	 
	28.7	 	Whenever a Seller is subject to any remedy obligation under
this Agreement vis-ä-vis
Purchaser, Sellers Group shall, to be extent permitted by applicable
statutory
provisions, at Purchaser’s request provide the respective action owed to
Purchaser (die
dem Käufer geschuldete Leislung erbringen) to HAPA AG or to the legal
entity to
which the LAETUS Items or the SSC Items
have been transferred pursuant to this Agreement.





 









 





	 	 	 	 	 
	BIRD & BIRD

	 	52/55
	 	ASPA
	G.D. S.p.A.
	 	 	 	 







	28.8	 	Except as otherwise agreed between the Parties and in particular
irrespective of
Section 4.7.2.2, no Party shall be entitled to set-off (aufrechnen) or net (verrechnen)
against any claims of any other Party under or in connection with this Agreement or to
exercise any right of retention (Zurückbehaltungsrecht).
	 
	28.9	 	This Agreement shall be governed by, and be construed in accordance with, the laws
of the Federal Republic of Germany, without regard to principles of conflicts of laws.
The Parties expressly agree that the United Nations convention on Contracts for the
International Sale of Goods shall not apply to this Agreement.
	 
	28.10	 	All disputes arising under or in connection with this Agreement or its validity or this
Section 28.10 shall be finally settled by three arbitrators in accordance with the
Arbitration Rules of the German Arbitration Institut (Deutsches
Institut für
Schiedsgerichtsbarkeit e V) without recourse to the ordinary courts of law. The venue
of the arbitration shall be Munich. The language of the arbitration proceedings shall
be English provided, however, that the Parties may submit any evidence in German or
English language.
	 
	28.11	 	In the event that, for whatever reason, any provision hereof is ineffective, unlawful or
impracticable, any such ineffectiveness, unlawfulness or impracticability
shall not
affect the remaining provisions hereof. Any such ineffective,
unlawful or
impracticable provision shall be replaced by an effective, lawful and
practicable
provision corresponding to the economic interests of the parties. The same
shall apply
in the event of gaps (Vertragslücken) in this Agreement.





Munich, February 28, 2006




	 	 	 	 	 	 	 	 	 
	/s/ Stefan Kroeker	 	 	 	/s/ Stefan Kroeker
	 	 	 	 	 
	Romaco International B.V.	 	 	 	Romaco International B.V.
	 
	 	 	 	 	 	 	 	 
	by:

	 	Stefan Kroeker
	 	 	 	by:
	 	Stefan Kroeker
	 

	 	 
	 	 	 	 	 	 
	(acting on the basis of a power of attorney)	 	 	 	(acting on the basis of a power of attorney)
	 
	 	 	 	 	 	 	 	 
	/s/ Stefan Kroeker	 	 	 	/s/	 	Marco Casiraghi
	 	 	 	 	 	 	 
	Robbins & Myers, Inc.	 	 	 	Coesía S.p. A
	 	 	 	 	 	 	by: Marco Casiraghi
	by:	 	Stefan Kroeker	 	 	 	(Vice-Chairman of the Board of Directors)
	 

	 	 	 	 	 	 	 	 
	(acting on the basis of a power of attorney)	 	 	 	 	 	 







 










 






					
	BIRD & BIRD
	 	56/58
	 	ASPA
	G.D. S.p.A	 	 	 	 






List of Annexes




	 	 	 
	Annex G

	 	SSC Companies
	Annex B

	 	Best Knowledge
	Annex 2.4

	 	HAPA Corporate Documents
	Annex 4.1.1

	 	LAETUS Assets Germany
	Annex 4. 1.1 (a)

	 	LAETUS Intellectual Property Rights Germany
	Annex 4. 1.1 (d)

	 	LAETUS Fixed Assets Germany
	Annex 4. 1.1 (e)

	 	LAETUS Inventory Germany
	Annex 4. 1.1 (f)

	 	LAETUS Other Assets Germany
	Annex 4. 1. 2

	 	LAETUS Liabilities Germany
	Annex
4. 1. 2(a)

	 	LAETUS Liabilities Germany
	Annex 4.1.4

	 	LAETUS Contracts Germany
	Annex 4. 1 .4(a)

	 	Customers/suppliers/SSC
	Annex 4. 1 .4(c)

	 	other Contracts (incl. Agents)
	Annex 4.2

	 	LAETUS Excluded Items
	Annex 4.3.1

	 	LAETUS Unit Italy
	Annex 4. 3.1 (a)

	 	LAETUS Unit Italy
	Annex 4.3.1 (a) (i)

	 	LAETUS Intellectual Property Rights Italy
	Annex 4.3.1 (a) (iv)

	 	LAETUS Fixed Assets Italy
	Annex 4.3.1 (a) (v)

	 	LAETUS Inventory Italy
	Annex 4.3.1 (a) (vi)

	 	LAETUS Other Assets Italy
	Annexes 4.3. l(b)/(b)(i)

	 	LAETUS Liabilities Italy
	Annexes 4.3.1(c)/(c)(i)

	 	LAETUS Contracts Italy (customers/suppliers)
	Annex 4.3. l(c)(iii)

	 	LAETUS Contracts Italy (other Contracts)
	Annex 4.3. l(d)

	 	List of employees LAETUS Unit Italy
	Annex 4. 6.1

	 	LAETUS Transferred Employees
	Annex 4.6.2

	 	Form for information pursuant to
Sec. 613a para 5 BGB
	Annex 5.1.1

	 	SSC Assets
	Annex 5.1.1. (a)

	 	Inventories of the SSC Companies
	Annex 5.1.1.(b)

	 	Trade receivables of the SSC Companies
	Annex
5.1.1. (c)

	 	Other assets of the SSC Companies
	Annex 5.1.2

	 	SSC Liabilities
	Annex
5.l.2.(a)

	 	Accounts payable of the SSC Companies
	Annex 5.1.2.(b)

	 	Other liabilities of the SSC Companies
	Annex 5.1.4

	 	SSC Contracts
	Annex 5.1.4(b)

	 	other SSC Contracts
	Annex 5.1.4(e)

	 	SSC Contracts outside OCB






 









 





					
	BIRD & BIRD
	 	54/55
	 	ASPA
	G.D. S.p.A.	 	 	 	 






	 	 	 
	Annex 5.5.1

	 	SSC Transferred Employees
	Annex 7.1

	 	HAPA AG Accounts
	Annex 7.2

	 	LAETUS Accounts
	Annex 7.3

	 	SSC Accounts
	Annex 8.8.1

	 	Escrow agreement
	Annex 9.4.1

	 	Form of Reference Balance Sheet
	Annex 11.2.2

	 	HAPA resignation letters
	Annex 11.2.4.1

	 	Third party consents, resolutions or waivers
	Annex 11.2.4.2

	 	Major customers, agents and distributors
	Annex 11.2.4.3

	 	key Employees
	Annex 11 .4(a)

	 	OEM Agreements
	Annex 11 .4(b)

	 	LAETUS Lease
	Annex 11 .4(c)

	 	Transition Services Agreements
	Annex 11.5.5

	 	Transfer documents LAETUS Unit Italy
	Annex 11.6.1

	 	SSC transfer deeds
	Annex 11.6.2

	 	SSC employment transfer deeds
	Annex 12.1

	 	Reps and Warranties statements by Seller 1
	Annex 13.1

	 	Reps and Warranties statements by Seller 2
	Annex 14.1

	 	Reps and Warranties statement by Sellers’ Parent Company
	Annex 16.1.1

	 	Income statement of Romaco AG
	Annex 16.1.2

	 	Income statement of Romaco Pharmatechnik
	Annex 16.1.3

	 	SSC Financials
	Annex 16.1.4.

	 	SSC Financial Data
	Annex 17.2.3

	 	Tax Reps Seller 1
	Annex 17.3.2

	 	HAPA Transferred Employees
	Annex 20.4.1

	 	Consent request/individuals
	Annex 20.4.2

	 	Individuals
	Annex 22.3

	 	List of respective territories
	Annex 23

	 	FCO Release





[Upon request of the Commission, the Company will furnish copies of the above Annexes.]