exhibit10-1optionagreement.htm


     

    
      
        

      

    

    Exhibit
10.1

    


    Option
Agreement

    


    between

    


    Mr.
Kilian SAUERESSIG, born on 29 January 1969, resident at  Lünten Nork
123, 48691 Vreden

    


    -
hereinafter "the seller" -

    


    


    and

    


    


    Matthews
International Corporation, Two NorthShore Center, Pittsburgh, USA,

    


    -
hereinafter "the buyer" -

    


    


    


    Preamble

    


    The
following are the current limited partners in Saueressig GmbH & Co. KG, as
entered in the Commercial Register of the Coesfeld Local Court under
registration number HRB 3919:

    


    
      	
               
      

            	
              -

            	
              Dipl.-Ing.
      Hans Kilian SAUERESSIG Capital contribution of €660,000 (22
    %)

            


    

    
      	
               
      

            	
              -

            	
              Jakob
      Heinreich SAUERESSIG Capital contribution of €300,000 (10
    %)

            


    

    
      	
               
      

            	
              -

            	
              Dipl.-Kfm.
      Jörg Christian SAUERESSIG Capital contribution of €700,000 (23.33
      %)

            


    

    
      	
               
      

            	
              -

            	
              Karl-Wilhelm
      SAUERESSIG Capital contribution of €340,000 (11.33
  %)

            


    

    
      	
               
      

            	
              -

            	
              Reinhart
      ZECH VON HYMMEN Capital contribution of €1,000,000 (33.33
    %)

            


    

     

    
 

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    On the
basis of the SALES AND PURCHASE AGREEMENT concluded today, the limited partners
Jakob Heinreich SAUERESSIG, Dipl.-Kfm. Jörg Christian SAUERESSIG, Karl-Wilhelm
SAUERESSIG and Reinhart ZECH von HYMMEN have undertaken to transfer to the buyer
their partnership interests, together with all partner rights relating to
Saueressig GmbH & Co. KG as conferred by such shares.

    


    The
seller shall remain a participant as the limited partner in Saueressig GmbH
& Co KG, in order to retain his influence on the business operations of the
firm and to participate in future profits and in future growths in profit and
appreciation.

    


    In order
to regulate a possible future transfer of the seller's limited partner share in
Saueressig GmbH & Co. KG to the buyer, the parties conclude the following
agreement:

    


    


    


    §
1

    Purchase
offer (put option)

    


    
      	
               
      

            	
              1.

            	
              The
      buyer hereby irrevocably offers to the seller - such offer also being
      valid for his universal successors - to purchase the partnership interest
      in Saueressig GmbH & Co. KG held by the seller with a capital
      contribution of €660,000 (currently representing 22% of the total share
      capital) as registered in the Commercial Register, or the substituting
      interest, under company law, possibly made in its place (hereinafter also
      the "participation in a limited partnership" or the "limited partner's
      share").

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      purchase offer according to § 1 shall be subject to the condition
      precedent that the purchase and the assignment to the buyer of the limited
      partner's shares in Saueressig GmbH & Co. KG held by Mr. Jakob
      Heinreich SAUERESSIG, Mr. Jörg Christian SAUERESSIG (MBA), Mr.
      Karl-Wilhelm SAUERESSIG and Mr. Reinhart ZECH von HYMMEN, according to
      sales and purchase agreement concluded with today's date, are legally
      effective, and the buyer, or his subsidiary within the meaning of § 8
      Para. 1 of this Agreement, is entered into the Commercial Register as
      limited partner.

            


    

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              3.

            	
              The
      purchase offer as per § 1 can be accepted also pro rata as of the end of
      each quarter-year (31.3.; 30.6.; 30.9.; 31.12.) however only as of
      30.9.2010 at first. The acceptance of the offer is to be explained in
      writing and must reach the buyer at the latest six months before the day
      on which the transfer is to take
place.

            


    

    


    
      	
               
      

            	
              4.

            	
              Notwithstanding
      Para. 3 part 1, the offer as per Para. 1 can also be accepted to a
      quarter-year ending before 30.9.2010
if,

            


    

    


    
      	
               
      

            	
              a.

            	
              insofar
      as the acceptance corresponds to at least 2.75% of the total limited
      liability capital (this currently corresponds to 12.5 % of the seller's
      limited partner share) and the acceptance of the offer encompasses, in
      total, in the period up 30.9.2013 not more than 25% of the seller's
      current limited partner share (this corresponds to 5.5 % of the total
      current limited liability capital of the firm),
  or

            


    

    


    
      	
               
      

            	
              b.

            	
              a
      shareholder in Matthews International Corporation, Two NorthShore Center,
      PA 15212-5851, Pittsburgh, USA, holds more than 50% of all the shares in
      this Company;

            


    

    


    
      	
               
      

            	
              c.

            	
              Joseph
      C. BARTOLACCI has ceased working as CEO or in a similar position of
      responsibility for Matthews International Corporation, Two NorthShore
      Center, PA 15212-5851, Pittsburgh, USA, for a period of at least 12
      months; or

            


    

    


    
      	
               
      

            	
              d.

            	
              The
      buyer contravenes seriously and sustained the rights of the seller from
      the shareholders agreement of the Saueressig GmbH + Co. KG,
      especially

            


    

    


    
      	
               
      

            	
              -

            	
              the
      seller was not invited to a general meeting of members in which
      resolutions were adopted;

            


    

     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              -

            	
              the
      buyer doesn’t meet the request of the seller to summon a shareholders’
      meeting;

            


    

    


    
      	
               
      

            	
              -

            	
              a
      resolution on the change of the articles of association against the
      seller's vote is to be made.

            


    

    


    
      	
               
      

            	
              -

            	
              adoptions
      of resolutions as per § 9 Para. 3 of the Partnership Agreement are
      effected against the votes of the
seller;

            


    

    


    
      	
               
      

            	
              -

            	
              a
      general manager - with the exception of the seller himself - is appointed
      or discharged against the votes of the
seller;

            


    

    


    
      	
               
      

            	
              -

            	
              the
      seller as general manager is discharged without having breached his duties
      as general manager.

            


    

    


    
      	
               
      

            	
              -

            	
              the
      position of the partners is impaired in the sense of the Holzmueller
      doctrine;

            


    

    


    
      	
               
      

            	
              -

            	
              modification
      of the partnership agreements of the subsidiaries of Saueressig GmbH + Co.
      KG against the explicitly expressed wish of the
  seller.

            


    

    


    
      	
               
      

            	
              5.

            	
              If
      the purchase offer is accepted pursuant to Para. 3 or Para. 4, the buyer
      and the seller shall be obligated to declare the assignment of the
      respective limited partner's share, with effect to the end of the relevant
      quarter-year, subject to a suspensory condition through entry of the
      change in the limited partner in the Commercial Register. The assignment
      has to- if necessary pro rata - include the total limited partner's
      accounts (capital accounts, loan accounts, private
    accounts).

            


    

    


    
      	
               
      

            	
              §
      2

            


    

    
      	
               
      

            	
              Purchase
      price (put option)

            


    

     

    
 

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              1.

            	
              As
      purchase price the seller shall receive an amount to the value of the part
      of the company value, within the meaning of clause 3, which corresponds to
      the share of the participating interest to be assigned as according to §1
      Para. 5 relative to the total limited liability capital of Saueressig GmbH
      & Co. KG, for the total limited partner's share of 22 % held by the
      seller, but at least € 17,443,328 ("purchase price's lower limit") and at
      most € 31,443,328 ("purchase price' upper limit"). Should the sale take
      place pro-rata, then the purchase price’s lower limit and the purchase
      price’s upper limit shall be applicable corresponding to the amount of the
      assigned share.

            


    

    


    


    
      	
               
      

            	
              2.

            	
              The
      purchase price’s upper limit shall not apply
if

            


    

    


    
      	
               
      

            	
              -

            	
              the
      purchase price according to Para. 1 exceeds the purchase price's upper
      limit by more than 17.5% and is based on the patents named in Annex 1 to
      this Agreement or those developed by the seller in the future,
      or

            


    

    


    
      	
               
      

            	
              -

            	
              the
      buyer resells the shares acquired from the seller at a higher price to a
      third person within twelve months of the assignment according to § 1 Para
      5. Applicable as purchase price’s upper limit then is the value
      corresponding to the purchase price obtained by the
  buyer.

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      value of the Company is taken as ten times ("multiplied by a factor of
      ten") the average EBIT for Saueressig GmbH & Co. KG in keeping with
      paragraph 5, (i), minus the consolidated liabilities of Saueressig GmbH
      & Co. KG as defined in Enclosure 3.2 (B) of the sales an purchase
      agreement, at the time the assignment takes effect, exceeding the sum of
      €10,000,000 as well as (ii) increased by the liquid means (cash) as
      defined in the Enclosure 3.2 (C) of the sales and purchase agreement, and
      (iii) minus the further sum of €1,556,672. If the mean EBIT of Saueressig
      GmbH & Co. KG is less than €10,000,000, the factor of ten shall be
      replaced with a factor of nine.

            


    

     

    
 

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              4.

            	
              The
      basis for the calculation of the value of the Company is the average EBIT
      for the two business years that ended before or on the key assignment date
      in accordance with § 1 Para. 5 (in the case of an assignment as at
      30.9.2015, the balance sheets as at 30.9.2014 and 30.9.2015 shall form the
      basis, and for assignment as at 31.3.2011 the balance sheets for 30.9.2009
      and 30.9.2010, whereby it is assumed that Saueressig GmbH & Co. KG
      changes its business year to the period 1.10 to 30.9 after the acquisition
      pursuant to § 1 Para. 2.

            


    

    


    
      	
               
      

            	
              5.

            	
              EBIT
      is the operative result from standard business operations shown in the
      consolidated financial statements for Saueressig GmbH & Co. KG
      pursuant to § 275 Para. 2 No. 14 German Commercial Code (HGB), plus
      interest and similar expenses pursuant to § 275 Para. 2 No. 13
      HGB.

            


    

    


    
      	
               
      

            	
              6.

            	
              Should
      the assignment of the limited partner's share fall before 30.9.2013, the
      purchase price, except in the cases of § 1 Para. 4, amounts for the total
      limited partner's share of the seller (22% of the total limited liability
      capital), notwithstanding Para. 1, to €
  14,826,829.

            


    

    


    
      	
               
      

            	
              7.

            	
              In
      addition to the purchase price, the seller shall receive an amount to the
      level of his money-drawing interest on its member loan accounts and
      private accounts at the time of the assignment according to § 1 Para. 5.
      Should the assignment take place as per § 1 Para 4 pro-rata, then the
      corresponding pro-rata credit balance is to be
  credited.

            


    

    


    
      	
               
      

            	
              8.

            	
              The
      purchase price and the payment according to Para. 7 shall be due on the
      day on which the assignment of the limited partner's share shall become
      effective (§ 1 Para. 5) and shall be payable to the value of purchase
      price's lower limit (Para. 1) or the fixed purchase price (Para. 6) with
      due date furthermore at the latest 3 months after due date but at the
      earliest with entry of the change in limited partner in the Commercial
      Register.

            


    

    


    
      	
               
      

            	
              9.

            	
              The
      purchase price and the payment according to Para. 7 is to be charged
      interest on from the day of due date of the purchase price at 2 percentage
      points above the base rate valid on due date of the European Central Bank
      or at an interest rate replacing this. The interest payments shall be due
      and payable with the purchase
price.

            


    

     

    
 

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              10.

            	
              If
      there is no agreement on the amount of the purchase price between the
      buyer and the seller at the latest up to when purchase price is payable,
      this shall be determined with binding effect for the parties by an audit
      company with international experience as an arbitrator. Should the parties
      not agree on an arbitrator, this person shall be determined by the
      Wirtschaftsprüfer e.V., Düsseldorf on request by the buyer or seller . The
      costs for the arbitrator and Institut der Wirtschaftsprüfer e.V.,
      Düsseldorf shall be borne by the buyer and the seller based on the ratio
      between the prevailing and the defeated. The arbitrator shall determine
      the purchase price when in doubt on the basis of the balancing methods
      used by the firm up to 2007.

            


    

    


    
      	
               
      

            	
              11.

            	
              Subsequent
      changes of the balance sheets which underlie the purchase price
      calculation - perhaps due to a tax audit - have no influence on the
      purchase price.

            


    

    


    


    


    
      	
               
      

            	
              §
      3

            


    

    
      	
               
      

            	
              Sale
      offer (call option)

            


    

    


    
      	
               
      

            	
              1.

            	
              The
      seller hereby irrevocably offers to sell to the buyer - such offer also
      being valid for its universal successors - his partnership interest in
      Saueressig GmbH & Co. KG with a capital contribution of €660,000
      (currently representing 22% of the total partnership capital) as
      registered in the Commercial Register. The seller shall impose this
      obligation on any singular successor, subject to the proviso that the
      latter in turn imposes the obligation on its singular
      successor.

            


    

    


    
      	
               
      

            	
              2.

            	
              If
      the buyer declares that he accepts the sale offer in accordance with Para.
      1, the buyer and the seller shall be obliged to declare the assignment in
      accordance with § 1 Para. 5. The acceptance shall be based on § 1
      paragraph 3 with the proviso that the offer can be accepted only for all
      shares and on 30 September 2013 at the
earliest.

            


    

    


    
      	
               
      

            	
              3.

            	
              § 1
      paragraph 2 shall apply fort his offer mutatis
  mutandis.

            


    

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    


    
      	
               
      

            	
              §
      4

            


    

    
      	
               
      

            	
              Purchase
      price (call option)

            


    

    


    
      	
               
      

            	
              In
      the event of the call option being exercised in accordance with § 3, § 2
      shall apply mutatis mutandis for the purchase
  price.

            


    

    


    


    
      	
               
      

            	
              §
      5

            


    

    
      	
               
      

            	
              Securities

            


    

    


    
      	
               
      

            	
              1.

            	
              As
      security for the claims for payment of the purchase price from the
      exercise of the call or put option, the buyer shall provide an absolute
      suretyship of €8,500,000 and hereby assigns the share in Saueressig GmbH
      &Co KG that it acquired through the Sale and Purchase Agreement to the
      seller, who hereby accepts the
assignment.

            


    

    


    
      	
               
      

            	
              2.

            	
              If
      the buyer fails to meet its obligations under the terms of this Agreement,
      the seller shall be entitled, following prior written notice. in first
      step to satisfy his claims from the absolute suretyship and if this
      doesn’t lead to total satisfaction, in second step to sell the company
      shares on the free market or otherwise to utilize the company shares;
      exaggerated proceeds shall be due to the buyer. Until such time, the buyer
      itself shall be entitled to exercise all rights and obligations from the
      Company share. In particular, the buyer shall be entitled to participate
      in the profit and loss from the share until such time as the security
      right is exercised.

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      security assignment shall end on payment of the purchase price in
      accordance with § 2 or § 4 of this Agreement or with setting up an
      additional primary bank security for € 8,900,00. Once the purchase price
      has been paid in full, the share in Saueressig GmbH & Co KG shall be
      deemed assigned to buyer. The surety document is to be granted in
      reverse.

            


    

    


    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    


    
      	
               
      

            	
              §
      6

            


    

    
      	
               
      

            	
              Warranties
      - Compensation

            


    

    


    
      	
               
      

            	
              1.

            	
              The
      seller warrants to the buyer in the form of an independent guarantee
      pursuant to § 311 Para. 1 German Civil Code (BGB) that the partnership
      interest in Saueressig GmbH & Co. KG held by the seller with a capital
      contribution of €660,000 (22%) is legally justified, fully paid up, not
      reduced by losses or withdrawals, and not encumbered by any obligatory or
      in rem third-party rights. In particular, there are no rights of
      pre-emption, rights of use, trust relationships, typical or atypical
      sub-participations, other options, voting arrangements, or other
      third-party rights affecting the purchase of the
  share.

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      seller warrants to the buyer in the form of an independent guarantee
      pursuant to § 311 Para. 1 German Civil Code (BGB) that the Articles of
      Association of Saueressig GmbH & Co. KG of 27 September 2004 attached
      as Annex 2 herewith are the currently valid version of the Articles of
      Association of Saueressig GmbH & Co. KG. If there are any changes to
      the Articles of Association of Saueressig GmbH & Co. KG (except § 12
      Para. 4) before the effective date of the assignment of the partnership
      interests of Jakob Heinreich SAUERESSIG, Dipl.-Kfm. Jörg Christian
      SAUERESSIG, Karl-Wilhelm SAUERESSIG and Reinhart ZECH von HYMMEN to the
      buyer, or if provisions in the Articles of Association of 27 September
      2004 should be formally invalid, the seller shall exercise his shareholder
      rights in Saueressig GmbH & Co. KG to ensure that the Articles of
      Association revert to the status of 27.9.2004 in respect of individual or
      all provisions, at the buyer's
discretion.

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      buyer shall not be entitled to further warranty
  claims

            


    

    


    
      	
               
      

            	
              4.

            	
              For
      the duration of two years calculated from the point in time at which he
      retired from the company as limited partner, the seller obligates himself
      to observe the restraint clause in keeping with § 5 paragraphs (2) and (3)
      of the partnership agreement which the parties have agreed upon on 25th
      February 2008.

            


    

     

    
 

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              The
      seller undertakes to declare irrevocably that he renounces any
      compensation payments which may accrue for his benefit on account of the
      retirement as a limited partner from Saueressig GmbH & Co. KG or by
      the retirement from the management of Saueressig GmbH & Co. KG or from
      a company rendered in Annex 1.3 and 1.4 of the company purchase contract
      on the basis of a subsequent restraint clause. The parties are in
      agreement that the subsequently agreed restraint clause is compensated by
      the purchase price to the paid on the basis of this
    contract.

            


    

    


    


    
      	
               
      

            	
              §
      7

            


    

    
      	
               
      

            	
              Costs
      and taxes

            


    

    


    
      	
               
      

            	
              1.

            	
              The
      profit taxes (e.g. income tax, trade tax, corporate tax) payable from the
      exercise of the options shall be borne by the person or company for whom
      the taxes legally accrue. If profit tax is payable from the exercise of
      the option right at the level of Saueressig GmbH & Co KG, the seller
      shall repay such taxes to the
Company.

            


    

    


    
      	
               
      

            	
              2.

            	
              Should
      with the conclusion and implementation of this Agreement real estate
      transfer tax arise, this shall be borne by the buyer. The parties shall
      each bear half of any other costs or taxes arising from the conclusion and
      execution of this Agreement. Each party shall individually bear the costs
      for consulting services.

            


    

    


    
      	
               
      

            	
              3.

            	
              Should
      any services provided in connection with this Agreement be subject to and
      charged VAT, the remuneration to be paid under the terms of this Agreement
      shall be increased by the legal amount of
VAT.

            


    

    


    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    §
8

    Other
provisions

    


    
      	
               
      

            	
              1.

            	
              All
      of the rights and duties set out in this Agreement apply in turn for the
      relevant legal successor(s) to the contracting parties, unless a different
      arrangement has been made in this Agreement. The buyer has in addition the
      right to assign at any time the total rights and duties from this
      Agreement to another company in which the buyer is directly or indirectly
      participated up to more than 75% (subsidiary). The buyer or his successor
      in title shall be entitled to transfer the shares in Saueressig GmbH + Co.
      KG to a subsidiary.

            


    

    


    
      	
               
      

            	
              2.

            	
              Should
      the legal form of Saueressig GmbH & Co KG change or it is merged onto
      another legal holder, or the size of the limited liability capital of the
      seller is changed, then the above agreements made shall apply for the new
      or changed shares correspondingly.

            


    

    


    


    
      	
               
      

            	
              3.

            	
              Changes
      and additions to the present Agreement may only be made in writing, and,
      where required, they shall be notarized. All declarations that are to be
      made in accordance with the terms of the present Agreement shall be made
      in writing.

            


    

    


    
      	
               
      

            	
              4.

            	
              The
      seller on the one hand, and the buyer on the other, each appoint for the
      other party the person named below with registered address in Germany, who
      shall be entitled at all times to make and accept any declarations for the
      party in question pursuant to or in connection with the present Agreement.
      This authorization shall apply until the end of the 14th day after the
      party in question has notified the other party of the appointment of a
      different representative with registered address in Germany, and
      exercising the same rights. A change of address for the representative
      shall be binding for the other party only 14 days after it has been
      informed of the said change.

            


    

     

    
 

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              Authorized
      receiving agent for the seller:

            


    

    


    
      	
               
      

            	
              Mr.
      Kilian SAUERESSIG

            


    

    
      	
               
      

            	
              Lünten
      Nork 123

            


    

    
      	
               
      

            	
              D-48691
      Vreden

            


    

    
      	
               
      

            	
              Germany

            


    

    
      	
               
      

            	
              Fax:
      +49 (2564) 12 420

            


    

    


    
      	
               
      

            	
              With
      copy to:

            


    

    


    
      	
               
      

            	
              Allen
      & Overy LLP

            


    

    
      	
               
      

            	
              Thomas
      AUSTMANN

            


    

    
      	
               
      

            	
              Rheinisches
      Palais

            


    

    
      	
               
      

            	
              Breite
      Strasse 27

            


    

    
      	
               
      

            	
              D-40213
      Düsseldorf

            


    

    
      	
               
      

            	
              Germany

            


    

    
      	
               
      

            	
              Fax:
      +49 (211) 28 06 7601

            


    

    


    
      	
               
      

            	
              _____________________________________________

            


    

    


    
      	
               
      

            	
               Authorized
      receiving agent for the buyer:

            


    

    


    
      	
               
      

            	
              Matthews
      International Corporation

            


    

    
      	
               
      

            	
              Brain
      D. WALTERS, Esq. (Legal Counsel)

            


    

    
      	
               
      

            	
              Two
      NorthShore Center

            


    

    
      	
               
      

            	
              Pittsburgh

            


    

    
      	
               
      

            	
              Pennsylvania
      15222

            


    

    
      	
               
      

            	
              USA

            


    

    
      	
               
      

            	
              Fax:
      001 (412) 442-8290

            


    

    


     

    
 

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              With
      copy to:

            


    

    


    
      	
               
      

            	
              Streck
      Mack Schwedhelm

            


    

    
      	
               
      

            	
              Dr.
      Heinz-Willi KAMPS

            


    

    
      	
               
      

            	
              Wilhelm-Schlombs-Allee
      7-11

            


    

    
      	
               
      

            	
              D-50858
      Köln (Junkersdorf)

            


    

    
      	
               
      

            	
              Germany

            


    

    
      	
               
      

            	
              Fax:
      +49 (221) 49 29 299

            


    

    


    
      	
               
      

            	
              _____________________________________________

            


    

    


    
      	
               
      

            	
              5.

            	
              In
      derogation of § 10 Para. 3 of the Sale and Purchase Agreement, the parties
      agree that

            


    

    


    
      	
               
      

            	
              a.

            	
              the
      seller can withdraw his credit balance amount, shown in the consolidated
      accounts of Saueressig GmbH & Co. KG on 31.12.2007, on his partner
      loan and private accounts after the expiry of fourteen days after the
      entry into force of the conditions as per §1 Para. 2 and the buyer funds
      the company with the necessary liquidity for this,
  and

            


    

    


    
      	
               
      

            	
              b.

            	
              from
      the business year 2008 onwards, 55% of the profit shall be credited to the
      loan accounts and only 45% to the private accounts of the partners. If a
      partner proves that the personal income tax (without trade tax) resulting
      from his stake in Saueressig GmbH & Co. KG is higher than the amount
      which was credited to his private account, then a correspondingly higher
      percentage rate is to be credited to the private account in respect of all
      partners.

            


    

    


    
      	
               
      

            	
              6.

            	
              The
      seller shall be obligated on request of the seller to implement jointly
      with the buyer a US federal income tax coordination according to Treasury
      Regulation 301.7701-1 which permits the buyer to classify Saueressig GmbH
      & Co KG, according to its choice of taxation according to US federal
      law, either as an incorporated or unincorporated firm that is not subject
      to corporation tax. The buyer shall release the seller from any
      disadvantages which ensue for the
seller.

            


    

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    


    
      	
               
      

            	
              §
      9

            


    

    
      	
               
      

            	
              Severability
      clause

            


    

    


    
      	
               
      

            	
              1.

            	
              The
      provisions of this Agreement shall apply mutatis mutandis in the event of
      a change in the legal status of Saueressig GmbH & Co. KG. Should any
      arrangement affecting Saueressig GmbH & Co. KG or its general partner
      conflict with the application of the provisions set out in this Agreement,
      the buyer and the seller shall find a new provision that matches the sense
      and intent of the original
provision.

            


    

    


    
      	
               
      

            	
              2.

            	
              If
      any part of this Agreement should be or prove invalid or illegal, the
      invalid or illegal provision shall be replaced by a suitable replacement
      reflecting the spirit of this Agreement, one that the contracting parties
      might be assumed to have agreed had they been aware of the omission. The
      invalidity or illegality shall be without prejudice to the remaining
      provisions in this Agreement.

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      present Agreement is subject to German
law.

            


    

    


    
      	
               
      

            	
              4.

            	
              Any
      disputes between the parties in connection with the present document shall
      be finally decided by an arbitration court excluding the jurisdiction of
      the courts. The arbitration court shall also decide on claims that have
      been set off in this context. The language of the arbitration process
      shall be German, and the venue for the arbitration process Düsseldorf. In
      all other instances, Articles 1025 ff. German Code of Civil Procedure
      (ZPO) shall apply.

            


    

    


    


    


    Düsseldorf,
date 25.2.2008

    


    ________________________                                                                _____________________________

    (Kilian
SAUERESSIG)                                                                (Matthews
International Corporation)

     

     

    
      
         

      

      
        14