exv10w1






Exhibit 10.1




SHARE PURCHASE AGREEMENT









Crystal Park

61, rue de Villiers

92208Neuilly sur Seine Cedex

France

Tél. : 33 1 56 57 56 57

Fax : 33 1 56 57 56 58




 









 





DATE : 16 JULY 2009





	 	(1)	 	FAYAT

	 
	 	(2)	 	FEDERAL SIGNAL OF EUROPE B.V.

	 
	 	(3)	 	FEDERAL SIGNAL CORPORATION






 






SHARE PURCHASE AGREEMENT

 











Crystal Park

61, rue de Villiers

92208Neuilly sur Seine Cedex

France

Tél. : +33 1 56 57 56 57

Fax : +33 1 56 57 56 58






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	1.	 	Parties

	 
	 	 	This share purchase agreement (the “Agreement”) is made on 16 July 2009 by and between:

	 
	 	 	FAYAT, a corporation (“société anonyme”) organized and existing under the laws of
France, having its registered office located at 137 rue du Palais Gallien, 33000 Bordeaux,
registered with the Trade and Companies Register of Bordeaux under number 595 750 589, duly
represented by Mr Jean-Claude Fayat ,

	 
	 	 	Which may be substituted by any other company within the Fayat Group under the condition
that Fayat remains guarantor after substitution.

	 
	 	 	Hereinafter referred to as “FAYAT” or “Purchaser”,

	 
	 	 	FEDERAL SIGNAL OF EUROPE B.V., a limited liability company (“Besloten Vennootschap”)
organized and existing under the laws of the Netherlands, having its registered office
located at Otterkoog 1, 1822BW Alkmaar, the Netherlands, registered with the Chamber of
Commerce Noordwest-Holland under number 37061467, duly represented by
William H. Osborne duly
empowered thereto by Karel Goedkoop or Jennifer Lynn Sherman,

	 
	 	 	Hereinafter referred to as “FSE” or “Seller”,

	 
	 	 	FEDERAL SIGNAL CORPORATION, a corporation organized and existing under the laws of the State
of Delaware, United States of America, having its headquarters office located at 1415 W.
22nd Street, Suite 1100, Oak Brook, IL 60523, USA, registered with the Secretary
of State of the State of Delaware under number 0701203, duly represented by William H
Osborne duly empowered thereto,

	 
	 	 	Hereinafter referred to as “FSC” or “Parent”, ultimate Seller’s parent, listed company,
acting jointly and severally with FSE,

	 
	 	 	FAYAT, Seller and Parent being hereinafter referred to collectively as the “Parties” or
individually as a “Party”, as the case may be.







	2.	 	Background

	 
	 	 	WHEREAS on the date hereof, the Seller owns 612 shares, fully paid up, with a par value of
NLG €   500 each which normal value is currently stated as EUR 226,89 (the “Shares”)
representing 100% of the issued share capital of RAVO HOLDING B.V., a limited liability
company (“Besloten Vennootschap”) organized and existing under the laws of the Netherlands,
having its registered office located at Otterkoog 1, 1822BW Alkmaar, the Netherlands,
registered with the Chamber of Commerce Zuidwest-Holland under number 37031884 (hereinafter
referred to as “RAVO HOLDING” or the “Company”).

	 
	 	 	WHEREAS the Company owns:







	 	(i)	 	all the shares representing 100% of the issued share capital of RAVO B.V., a
limited liability company (“Besloten Vennootschap”) organized and existing under the
laws of the Netherlands, having its registered office located at Otterkoog 1, 1822 BW
in the Netherlands, registered with the Chamber of Commerce under number 37045872
(hereinafter referred to as “RAVO”).





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	 	(ii)	 	all the shares representing 100% of the issued share capital of RAVO ITALIA
SRL., a limited liability company (“Società a Responsabilità Limitata”) organized and
existing under the laws of Italy, having its registered office located in Italy,
registered in Italy as detailed in Schedule 7.1 (hereinafter referred to as “RAVO
ITALY”),

	 
	 	(iii)	 	all the shares representing 100% of the issued share capital of RAVO
KOMMUNALFAHRZFUGE GMBH, a limited liability company (“Gesellschaft mit beschränkter
Haftung”) organized and existing under the laws of Germany, having its registered
office in Germany, registered in Germany as detailed in Schedule 7.1 (hereinafter
referred to as “RAVO GERMANY”),







WHEREAS RAVO owns:




	 	(i)	 	all the shares representing 100% of the issued share capital of RIO B.V., a
limited liability company (“Besloten Vennootschap”) organized and existing under the
laws of the Netherlands, having its registered office located at Otterkoog 1, 1822 BW,
the Netherlands, registered with the Chamber of Commerce under number 37041267
(hereinafter referred to as “RIO”) and

	 
	 	(ii)	 	all the shares representing 100% of the issued share capital of RAVO VOERTUIGEN
B.V., a limited liability company (“Besloten Vennootschap”) organized and existing
under the laws of the Netherlands, having its registered office located at Otterkoog 1,
1822 BW, in the Netherlands, registered with the Chamber of Commerce under number
37044900; (hereinafter referred to as “RV”).







RAVO, RAVO ITALY, RAVO GERMANY, RIO AND RV are hereinafter referred to collectively as the
“Subsidiaries”.




WHEREAS Purchaser wishes to acquire, subject to certain terms and conditions, the business
and operations of the Company and the Subsidiaries through the purchase of 100% of the
Company’s Shares from Seller.




WHEREAS Seller and Parent shall be liable as joint and several debtors for any Claim of the
Purchaser pursuant to this Agreement.




NOW, THEREFORE, in consideration of the foregoing premises and the representations,
warranties and covenants contained herein and upon the terms and subject to the conditions
hereinafter set forth, and intending to be legally bound thereby, the Parties do agree as
follows:



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Definitions



In this Agreement, the following words and expression shall have the following meanings:




	 	 	 
	“Affiliate Company” or
“Affiliate Companies”

	 	shall mean a company’s shareholders, subsidiaries or
companies controlled by the same corporate entities
or natural persons as those who control the company

	 
	 	 

	“Agreement”

	 	shall mean this Agreement including its Schedules.

	 
	 	 

	“Authority”

	 	shall mean any federal, state, provincial, regional,
international, local or foreign administrative or
governmental or regulatory authority, body, court,
bureau or agency.

	 
	 	 

	“Business Day”

	 	shall mean a day on which banks are open for
business in France and the Netherlands, i.e.
excluding Saturdays, Sundays and public holidays.

	 
	 	 

	“Claim”




“Closing Date”

	 	shall mean any claim made by the Purchaser under
Section 10 of this Agreement. 




shall mean the date of the Deed of Transfer as
defined in section 3.1 in the Agreement.

	 
	 	 

	“Company”

	 	shall mean Ravo Holding B.V. as defined in Section 2.

	 
	 	 

	“Consolidated Accounts”

	 	shall mean the audited consolidated accounts of the
Company and its Subsidiaries, prepared in accordance
with Dutch GAAP.

	 
	 	 

	“Consolidated Accounts 2008”

	 	shall mean the Consolidated Accounts of the Company
and its Subsidiaries for the financial year ended 31
December 2008 (Schedule 7.5).

	 
	 	 

	“Contract”

	 	shall mean any agreement, arrangement, bond,
commitment, contract, subcontract, subconsultant
agreement, instrument, purchase order, lease,
license, mortgage, note, option, subscription,
undertaking, warrant or understanding of any nature
whatsoever, whether written or evidenced by invoices
or order slips.

	 
	 	 

	Escrow Agreement”

	 	shall mean the agreement entered into between the
Seller, the Purchaser and the Escrow Agent, as
referred to in Section 3.2.2. of this Agreement (the
agreed form of ) which is attached hereto as
Schedule 3.2.2.







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	“Interim Consolidated
Accounts”

	 	shall mean the unaudited consolidated balance sheet
and profit and loss statement of the Company and the
Subsidiaries according to Dutch GAAP as at 27 June
2009 (Schedule 7.5).

	 
	 	 

	“Liability”

	 	shall mean any debt, obligation, commitment,
responsibility or liability, including any reduction
of the Agreed tax losses carried forward of the
Company and its Subsidiaries as represented by the
Seller and Parent, whether accrued, fixed, known or
unknown, contingent, absolute or otherwise, primary
or secondary, secured or unsecured, determined or
undetermined. For the avoidance of doubt, the
reduction of the Agreed tax losses carried forward
of the Company and its Subsidiaries shall not be
regarded as a Liability to the extent the Purchaser
takes a voluntary action to reduce said Agreed
carried forward losses. However, the reduction of
the Agreed tax losses carried forward of the Company
and its Subsidiaries shall be regarded as a
Liability to the extent this reduction is triggered
by the effect of a tax reassessment of the Company
or of the Subsidiaries.

	 
	 	 

	“Lien”

	 	shall mean any mortgage, material title defect or
objection, lien, pledge, security interest, material
claim, material covenant, material condition, ,
material restriction, material option, right of
first refusal, encumbrance, charge or other third
party right of any kind.

	 
	 	 

	“Loss” or “Losses”

	 	shall mean have the meaning provided in Section 10.

	 
	 	 

	“Notary”

	 	shall mean Mr. Jacques Verasdonck, civil law notary
of Heussen B.V. or his deputy (plaatsvervanger) or
any other civil law notary of Heussen B.V.

	 
	 	 

	“Operative Documents”

	 	shall mean the documents to be entered into on
Closing Date.

	 
	 	 

	“Person”

	 	shall mean an individual, a company, a firm, a
partnership, a joint venture, a corporation, a
limited liability company, a trust, an
unincorporated association and other organization.







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In this Agreement:





	-	 	references to Section, Subsection and appendices are to Sections, Subsections of and the appendices to this Agreement,
references to paragraphs of the appendix in which the references appears, and references to this Agreement include the
appendices;

	 
	-	 	words importing gender include any other gender;

	 
	-	 	references to persons include natural persons, bodies corporate, firms and unincorporated associations;

	 
	-	 	references to persons include those person’s legal personal representatives and successors;

	 
	-	 	the singular includes the plural and vice versa;

	 
	-	 	Section, Subsection and appendix headings are included for the convenience of the Parties only and do not affect the
interpretation thereof;

	 
	-	 	references to all or any part of any statute or statutory instrument include any statutory amendment, modification or
re-enactment in force from time to time and references to any statute include any statutory instrument or regulations made
under it;

	 
	-	 	when calculating the period of time within which or following which any act is to be done or step taken, the date which is
the reference day in calculating such period shall be excluded and if the last day of such period is a Saturday, Sunday or
any other day on which commercial banks in the Netherlands are closed for business, the period shall end on the immediately
following day which is not a Saturday, Sunday or a day on which commercial banks in the Netherlands and France are closed
for business.







	3.	 	Sale of and purchase of the Shares

	 
	3.1.	 	Transfer of the Shares

	 
	 	 	Upon the terms and subject to the conditions of this Agreement, the Seller hereby sells to
the Purchaser and the Purchaser hereby purchases from the Seller the Shares.

	 
	 	 	The Shares shall be transferred by the Seller by means of the execution of the deed of
transfer by the Notary (the “Deed of Transfer”) on the Closing Date with full title
guarantee, free from any Liens and together with all rights attached to them. The Purchaser
will consequently be entitled to all and any dividends and reserves declared or payable in
respect of the Shares as of said date, whether in respect of the financial year in progress
or previous financial years.

	 
	3.2.	 	Purchase Price

	 
	3.2.1	 	The purchase price for the Shares (the “Share Purchase Price”) shall be an amount of eight
million five hundred thousand euros (€8,500,000).

	 
	3.2.2	 	The Share Purchase Price shall be paid as follows:





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	 	(a)	 	prior to or on the Closing Date, the Purchaser has
transferred or shall transfer an amount of eight million five hundred
thousand euros (€8,500,000) to the third party trust account of the
Notary.

	 
	 	(b)	 	on the Closing Date and upon execution of the deed of
Transfer, payment of the Purchase Price shall be done as per Section 6.3.

	 
	 	(c)	 	after the execution of the Deed of Transfer, the Notary
shall release €8,000,000 to the bank account of the Seller according to
Section 6.3.

	 
	 	(d)	 	The remaining part of the Share Purchase Price in the
amount of five hundred thousand euros (€500,000) shall be held in escrow
by the Notary on the third party trust account of the Notary (the “Escrow
Account), all in conformity with the Escrow Agreement.







	3.2.3	 	The amount paid into the Escrow Account including all interest accrued thereon (the “Escrow
Amount”) shall secure any Claims of Purchaser against Seller and Parent under the warranties
and indemnities pursuant to this Agreement. Payments out of the Escrow Account are to be
effected by the Notary only on the basis of the joint written instructions of the Parties and
according to the following principles:







	 	(i)	 	Any amounts on the Escrow Account (including interest accrued thereon) shall be
released to the Seller by the Notary to the extent that they are not required to cover
any unsettled Claims of Purchaser against Seller.

	 
	 	(ii)	 	To the extent that Purchaser has raised Claims hereunder in time, such Claims
shall first be settled from the Escrow Account, without, however, being limited to any
amounts thereon. The costs of the Security Account shall be borne by the Seller

	 
	 	(iii)	 	The Security Account shall be effective for a period of maximum two (2) years
as from Closing Date Should the Purchaser still have a valid claim under Section 10 of
the Share Purchase Agreement after this date, the corresponding amount shall be
retained in escrow until such Claim is fully settled.







	3.2.4	 	Any amounts owed hereunder which are not paid when due shall bear interest as from the
relevant due date for payment until the day of actual payment at an annualized rate of eight
percent (8%)

	 
	4.	 	Tax compensation

	 
	 	 	In addition, a tax compensation shall be paid by the Company to Seller (the “Tax
compensation”) in the event that certain conditions which are further described below are
met.

	 
	 	 	The ruling (appended in Schedule 4) of the Dutch Tax Authority mentions that:

	 
		 	- tax carried forward losses of the Company and of its Subsidiaries for all financial years
ended prior to or on 31 December 2006 amount to €3,958,401,


- tax carried forward losses of the Company and of its Subsidiaries for financial year ended
on 31 December 2007 amount to €803,256,

	 
	 	 	ie a total amount of €4,761,657 for the tax carried forward losses until 31 December 2007
Parent and Seller have agreed to transfer to Purchaser.





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	 	 	Parent, Seller and Purchaser have agreed on the following amount of tax carried forward
losses (ie 95% of €4,623,529 (1,179,000/0.255) = €4,392,353) (i.e. the “Agreed tax
carried forward losses”).

	 
	 	 	The Parties agree that, only after the Company has been able to use the tax carried forward
losses amount of €4,392,353, the Seller shall be entitled, during the period running from
the Closing Date through the end of the period during which the tax carried forward losses
may be used to a Tax compensation corresponding to fifty percent (50%) of the tax savings as
specified in the Company tax filing return incurred by the Company and generated by using
the available tax carried forward losses relating to the period up to the Closing Date and
which amount exceeds €4.392.353 being mentioned Company shall use the oldest tax carried
forward losses first.

	 
	 	 	Purchaser and/or Company shall provide Seller at the end of each financial year, within
forty five (45) days from the filing of the Company’s tax return, a statement by the
Company’s auditor stating the amount of the tax carried forward losses used for the year as
well the corresponding tax rate amount. Seller may, at its own discretion, require its
external auditor at its own costs to review the filing of the tax returns.

	 
	 	 	The Tax compensation shall be paid by the Company to the Seller within forty five (45) days
after the Company has filed the tax return.

	 
	 	 	Such payment shall be offset against any payment due by Parent or Seller to the Purchaser or
Company or any payment due by the Purchaser to the Parent or Seller according to this
agreement.

	 
	 	 	If any of the concerned tax carried forward losses are being disallowed by the Dutch Tax
authorities (respectively the “Disallowed NOL’s”), the Seller or Parent shall repay the
instalment of the Tax compensation received in connection with this/these Disallowed NOL’s,
in cash no later than the day of payment by the Company to the Dutch tax authorities or no
later than the day on which the Company has used its tax carried forward losses to reduce
its tax liability, assuming the Company duly transfer the notification to the Seller.

	 
	 	 	In addition and more specifically with respect to the tax carried forward losses for FY 08
and for FY 09 until Closing Date, the Tax compensation shall be paid only after a ruling has
been made by the Dutch Tax Authority as to the validity and amount of such tax losses.

	 
	5.	 	Back-office support by Seller and Parent

	 
	 	 	Parent and Seller shall continue to provide the Company and the Subsidiaries with their
back-office services (email services) up to 31 December 2009 at no charge provided that the
Purchaser and the Company shall reimburse the Seller and the Parent for any actual out of
pocket costs incurred solely as a result of providing such services.

	 
	 	 	Parent and Seller shall do their best efforts to assist the Purchaser and the Company as
from Closing Date with transitional services that would be required to assist the Company
and the Purchaser to take over the IT system.





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	6.	 	Closing Deliveries — Deed of Transfer — Payment

	 
	6.1.	 	Closing deliveries 

	 
	 	 	On Closing Date:







	 	-	 	Seller delivers to Purchaser copies of the resolutions of the general meeting
of shareholders and the management board of Seller and the Company regarding the
approval of Seller and the Company of the transfer of Shares by Seller pursuant to this
Agreement and powers of attorney to the signatories thereof;

	 
	 	-	 	Seller delivers to Purchaser copies of the general meeting of shareholders of
E-One Europe B.V. and International Environment Equipment Services B.V. regarding the
dismissal and discharge of liabilities of the Company as managing director of E-One
Europe B.V. and International Environment Equipment Services B.V.

	 
	 	-	 	Copy of the resolutions of the Board of Directors of FSE and/or the Company
adopting a resolution indicating the approval for the transfer of the Shares by the
Seller in compliance with the articles of association of FSE and/or the Company,

	 
	 	-	 	Seller delivers to the Purchaser copies of the letters notifying the
transaction to the Dutch SER-Merger Committee;

	 
	 	-	 	Seller delivers to Purchaser copies of the documents attesting that the prior
information and consultation procedure of the works council of the Company and, if
applicable, of Seller and the Subsidiaries has been duly carried out and copy of
related opinion issued by the concerned works council in accordance with applicable
law;

	 
	 	-	 	Seller delivers to Purchaser a copy of the offsetting of the debt held on the
company and amounting to ten million seven hundred and four thousand euros
(€10,704,000) through a capital contribution,

	 
	 	-	 	each Party delivers duly executed powers of attorney granted to the Notary by
Seller, Purchaser and the Company for the execution of the Deed of Transfer.

	 
	 	-	 	each Party delivers its counter copy of the duly executed Escrow Agreement.







	6.2.	 	Closing actions

	 
	 	 	On Closing Date the Parties shall ensure the performance of the following actions:







	 	-	 	Seller shall procure that the Company acknowledges the transfer of the Shares
by co-signing the Deed of Transfer. The transfer of the Shares and the acknowledgement
of the transfer shall take place by execution of the Deed of Transfer by the Parties
and the Notary. Purchaser shall procure that the Company shall amend the shareholders’
register forthwith after the execution of the Deed of Transfer.





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	6.3.	 	Payment

	 
	 	 	Until the execution of the Deed of Transfer, the Notary shall hold the Share Purchase Price
in the name of Purchaser. Upon the execution of the Deed of Transfer, the Notary shall hold
the Escrow Amount, subject to the Escrow Agreement, in the name of Seller and Purchaser
jointly and shall hold the remainder of the Share Purchase Price in the name of Seller and
Seller and Purchaser hereby instruct the Notary to release the remainder of the Share
Purchase Price to the bank account of Seller (for that purpose to be designated by Seller
ultimately one Business Day prior to the Closing Date) after execution of the Deed of
Transfer. The execution of the Deed of Transfer shall be deemed to be Seller’s confirmation
of receipt of the Share Purchase Price and Purchaser’s full and final discharge (finale
kwijting) in relation thereto.

	 
	7.	 	Representations and warranties of Seller and Parent

	 
	 	 	Seller and Parent jointly and severally represent and warrant to the Purchaser that each of
the Representations and Warranties set out in Section 7 of this Agreement are true and
accurate at the Closing Date, save to the extent that any disclosures have been made in this
Agreement with respect to a specific and duly identified representation

	 
	 	 	All representations and warranties in this Section shall be deemed to have been relied upon
by Purchaser.

	 
	 	 	Seller and Parent warrant that none of the representations, warranties or statements
contained in this Agreement is untrue or omits to state any fact necessary in order to make
any of such representations, warranties or statements not misleading.

	 
	 	 	Where any representation or warranty of Parent or Seller contained in this Agreement is
expressly qualified by reference to knowledge, Parent and Seller confirm that they have made
such due and diligent inquiry as to the matters that are the subject of the representations
and warranties mentioned in this Section that are reasonable under the circumstances.

	 
	 	 	There shall be no breach of any of the Representations and Warranties if there would have
been no breach but for (i) any change in applicable legislation coming into effect after
Closing Date, whether or not such change purports to have retroactive effect, or (ii) a new
interpretation of existing law by a court of law or Authority in a judgment or decision
published after Closing Date of this Agreement.

	 
	7.1	 	Share capital of the Company and the Subsidiaries

	 
	 	 	The share capital of the Company consists on Closing Date of 612 shares with a NLG 500
par value per share.

	 
	 	 	On Closing Date , the owners of the Shares are listed in Schedule 7.1.

	 
	 	 	The share capital of each of the Subsidiaries is detailed in Schedule 7.1.

	 
	 	 	Schedule 7.1 identifies, as of Closing Date, (i) the jurisdiction and date of
incorporation of the Company and of the Subsidiaries, and (ii) the names of the Company’s
and the Subsidiaries’ directors.





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	 	 	The Company does not have any subsidiaries other than the Subsidiaries and does not hold any
minority interest in any other entity, except as listed in Schedule 7.1.

	 
	 	 	All the Shares and all the Subsidiaries’ shares have been duly and validly authorized and
issued, are fully paid and all the Shares and all the Subsidiaries’ shares reflected in
Schedule 7.1 are free and clear of all Liens. Seller has good and marketable title
to all the Shares.

	 
	 	 	The persons designed in Schedule 7.1 as having proxies from the current manager of
the Company to represent the Company are only employees of the Company.

	 
	 	 	There is no Contract or right of any nature whatsoever with respect to the issuance, sale,
delivery or transfer of the share capital of the Company or any of the Subsidiaries
including any right of conversion or exchange under any security or other instrument.

	 
	 	 	Neither the Company nor any of the Subsidiaries has issued or agreed to issue any share and
in particular: (i) share of capital, stock or other equity or ownership interest; (ii)
option, warrant or interest convertible into or exchangeable or exercisable for the purchase
of shares of capital stock or other equity or ownership interests; (iii) interest in the
ownership or earnings of the Company or any of the Subsidiaries or other equity equivalent
or equity-based award or right; or (iv) bond, debenture or other indebtedness having the
right to vote or convertible or exchangeable for securities having the right to vote.

	 
	7.2	 	Power and authority; Effect of Agreement

	 
	7.2.1	 	Seller and Parent have all requisite power and authority (corporate or otherwise) to
execute, deliver and perform this Agreement and to consummate the transactions contemplated
hereby. The execution, delivery and performance by the Seller and the Parent of their
obligations under this Agreement and the consummation by them of the transactions contemplated
hereby have been duly authorized, and no other corporate action or proceeding on the part of
Seller or Parent (or their shareholders, if applicable) is necessary to authorize this
Agreement or the consummation of any of the transactions contemplated hereby.

	 
	7.2.2	 	The sale of the Shares shall not be deferred or prohibited by any resolution, judgment,
verdict, ruling, letter or comment issued by an administrative or legal authority in any
related jurisdiction.

	 
	7.2.3	 	The works council has been informed and consulted by the Company and its Subsidiaries, when
required, in accordance with applicable law.

	 
	7.2.4	 	No bankruptcy, insolvency or judicial composition proceedings have been initiated or applied
for under any applicable law against the Seller or the Parent, nor have any legal proceedings
or other enforcement measures of such type been initiated or applied for with respect to any
property or other assets of the Seller or of the Parent. To the best knowledge of Seller and
the Parent, there exist at Closing date no circumstances which would justify the opening of
such proceedings or the challenge of this Agreement within a three month period as from
Closing Date. The Seller or the Parent is not insolvent or imminently insolvent. No debt
settlement arrangement with respect to the Company and any of its Subsidiaries or other
compromise or arrangement between the Company and any of its Subsidiaries and any of their
creditors has been proposed or approved.

	 
	7.2.5	 	The execution, delivery and performance by Seller and Parent of this Agreement and the
consummation by Seller of the transactions contemplated herein do not and will not, with or
without the giving of notice or the lapse of time, or both, (i) violate any law, rule or
regulation





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	 	 	to which Seller, Parent or the Company or any of their respective assets or properties is
subject, (ii) violate any order, writ, injunction, judgment or decree applicable to Seller,
Parent, the Company or the Subsidiaries or any of their respective assets or properties,
(iii) conflict with, or result in a breach of any term or condition of the articles of
association of the Company or of any of the Subsidiaries, or (iv) with the exception of the
change of control provisions included in the Contracts with Amsterdam and Circulus
(Apeldoorn), conflict with, or result in a material breach of or default under, or give rise
to any right of termination, cancellation or acceleration under, any of the terms,
conditions or provisions of any Contract to which the Company or any of the Subsidiaries is
a party or by which the Company, any of the Subsidiary or any of its/their assets or
properties may be bound.







	 	 	Seller and Parent shall use until and after Closing Date their best efforts to assist
Purchaser and the Company to obtain any consents and waivers necessary for the Company and
the Subsidiaries to continue any of the Contracts listed in article 7.2.5 under their
existing terms and conditions, without any payment, penalty or event of acceleration. To
Parent or Seller’s best knowledge, there is no specific reason the Company does not obtain
said consents.

	 
	7.2.6	 	Seller, Parent and the Company have all requisite power and authority to execute, deliver
and perform the Operative Documents to which they are a party and to consummate the
transaction contemplated thereby. The execution, delivery and performance by Seller, Parent
and the Company of their obligations under such Operative Documents and the consummation by
them of the transactions contemplated thereby has been duly authorized by each of Seller,
Parent and the Company, and no other corporate action or proceeding on the part of the
Company, Seller or Parent (or if applicable their shareholders) is necessary to authorize such
Operative Documents or the consummation of any of the transactions contemplated thereby. Each
of such Operative Documents constitutes valid and binding obligations of Seller, Parent and
the Company, enforceable against them in accordance with their terms.

	 
	7.2.7	 	The execution, delivery and performance by Seller and Parent of each of the Operative
Documents to which they are a party and the consummation by Seller and Parent of such will
not, with or without the giving of notice or the lapse of time, or both, (i) violate any law,
rule or regulation to which Seller, Parent or the Company or any of their respective assets or
properties is subject, (ii) violate any order, writ, injunction, judgment or decree applicable
to Seller, Parent or the Company or any of their respective assets or properties, (iii)
conflict with, or result in a breach of any term or condition of the articles of association
of the Company and/or the Subsidiaries or (iv) with the exception of the change of control
provisions included in the Contracts with Amsterdam and Circulus (Apeldoorn), conflict with,
or result in a material breach of or default under, or give rise to any right of termination,
cancellation or acceleration under, any of the terms, conditions or provisions of any Contract
to which the Company or any of the Subsidiaries is a party or by which the Company, any of the
Subsidiaries or any of their assets or properties may be bound.

	 
	7.3	 	Investments

	 
	 	 	The Company and the Subsidiaries will not have any direct or indirect stake in the share
capital of any Dutch or foreign legal entity with the exception of the Subsidiaries
themselves, or any rights to have such a stake. As at Closing Date, the Company and the
Subsidiaries are not part of a partnership or of any association or organization together
with third parties, for which they could be held liable to pay for their debts or they may
have to contribute to their capital or equity. As at Closing Date, the Company and the
Subsidiaries will not have the obligation to acquire by any means, an equity interest or
investment in the equity capital of any corporation, partnership, joint venture or other
Person pursuant to any agreement.





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	 	 	The Company and the Subsidiaries do not and have not been appointed to carry out the duties
of a corporate officer in any third party company.







	7.4	 	Organization; Assets

	 
	7.4.1	 	The Company and the Subsidiaries are private limited companies duly organized, validly
existing and in good standing under their applicable laws, and the Company as well as the
Subsidiaries have all requisite corporate or other power and authority to own, lease and
operate their assets and properties and to carry on their business as and where such business
is now being conducted. Their corporate purposes are in accordance with their day to day
business. The legal records of the Company and of the Subsidiaries are up to date and in
compliance with applicable law.

	 
	7.4.2	 	The assets and properties currently owned by or leased to the Company or by the Subsidiaries
include all of the assets and properties used or held for use in connection with, or that
relate to or are necessary for the Company or for the Subsidiaries to conduct their business
and operations in all material respects as presently conducted by the Company and by the
Subsidiaries. The assets which serve the business are in all material respects in good working
order, condition and repair and are suitable for the conduct of the business and operations of
the Company and of the Subsidiaries as presently conducted. Unless otherwise specified in
Schedule 7.4.2, the business of the Company and of the Subsidiaries does not depend on
the use of material assets owned by, or material facilities and material services provided by
Seller or Affiliate Companies of Seller.

	 
	7.5	 	Financial information 

	 
	7.5.1	 	Schedule 7.5 contains true and complete copies of the Consolidated Accounts 2008,
and the Consolidated Interim Accounts.

	 
	7.5.2	 	The Consolidated Accounts (including the Consolidated Accounts 2008) of the Company and of
the Subsidiaries, as well as the Consolidated Interim Accounts (i) have been prepared
according to Dutch generally accepted accounting principles consistently applied in all
material respects (“Dutch GAAP”) and (ii) present a true and fair view of the assets and
liabilities, financial conditions and result of operations of the Company and its
Subsidiaries, as for the times and for the period referenced therein.

	 
	7.5.3	 	The books and accounting records required by the regulations in force have been duly and
regularly kept by the Company and the Subsidiaries.

	 
	7.5.4	 	Since December 31, 2005 there has been no change in the accounting principles and policies
applied by the Company and the Subsidiaries and except if mentioned in the audited statement.

	 
	7.5.5	 	The Company and its Subsidiaries maintain separate books and records of the accounts.

	 
	7.6	 	Undisclosed Liabilities

	 
	 	 	The Company and the Subsidiaries have no Liabilities as of 31 December 2008, except
Liabilities which are disclosed and/or included in the Consolidated Accounts 2008

	 
	 	 	The Company and the Subsidiaries have no Liabilities as of 27 June 2009, except Liabilities
which are disclosed and/or included in the Interim Consolidated Accounts.

	 
	7.7	 	Accounts Receivable and Accounts Payable





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	7.7.1	 	All accounts receivable of the Company and of the Subsidiaries as at 27 June 2009 are
reflected in the Interim Consolidated Accounts, in accordance with Dutch GAAP, have arisen in
the ordinary course of business of the Company and of its Subsidiaries and are consistent with
past practice.

	 
	7.7.2	 	All accounts payable of the Company and of the Subsidiaries as at 27 June 2009 are reflected
in the Interim Consolidated Accounts, in accordance with Dutch GAAP, represent purchases or
expenses actually made or incurred in the ordinary course of business of the Company and of
its Subsidiaries and represent valid, legal and binding obligations of the Company and its
Subsidiaries.

	 
	7.8	 	Title and Related Matters

	 
	 	 	Notwithstanding the Trademark Rights (as defined in Section 7.9 and as to which the
representations in Section 7.9 shall apply) and Real Property (as defined in Section 7.18.1
and as to which the representations in Section 7.18 and related schedules apply), and
excepting minor rights and retention of title arrangements arising by operation of law or
provided within a contract, the Company and the Subsidiaries have good and marketable title,
free and clear of all Liens, to all properties and assets reflected in the Consolidated
Accounts 2008, and the Interim Consolidated Accounts or acquired after the date thereof by
such Company or Subsidiary. There are no assets and properties necessary to conduct the
business of the Company or of its Subsidiaries or of a material value other than those
included in the above listed accounts.

	 
	7.9	 	Trademarks, etc.

	 
	7.9.1	 	There is no recorded patent or copyright registration owned by the Company and/or by the
Subsidiaries and only two registered trademarks owned by the Companies specified in
Schedule 7.9.1 (the “Trademark Rights”). “Ravo” is not a registered trademark owned by
the Company and/or by the Subsidiaries in the Netherlands or in any other countries except for
Kuwait and the People’s Republic of China. Parent or Seller or their Affiliates do not have
any right whatsoever on “Ravo” name and to Parent’s or Seller’s best knowledge, no third party
have such rights. Schedule 7.9.1 lists all unrecorded or unregistered trademark,
patent or copyright used by the Company and/or by the Subsidiaries. Except as set forth in
Schedule 7.9.1, (i) no other Person is licensed or authorized by the Company and/or by
the Subsidiaries to use any of the Trademark Rights; (ii) the Company and/or the Subsidiaries
do not use any of the Trademark Rights by consent of or license from any other rightful owner
thereof, and the same are free and clear of all Liens, and the Company and the Subsidiaries
have the exclusive right to use such registered marks on the goods or services for which they
are currently used, or on the goods and services specified in the respective trademark
registrations subject to any conditions or limitations therein; (iii) the conduct of the
business of the Company as well as the one of the Subsidiaries as now being conducted does not
conflict with any patents, trademarks, service marks, names, trade names or copyrights of
others in any way which has an adverse effect on the business, assets, liabilities,
operations, prospects or financial condition of the Company and/or of the Subsidiaries ; (iv)
the Company and the Subsidiaries solely own good and valid title to the Trademark Rights, and
to Seller’s and Parent’s knowledge, there is no fact which raises any issue as to the validity
of the Trademark Rights; (v) all the fees due and necessary for the maintenance of these
rights have been fully paid, all filings for retention periods have been made and all other
material steps for the maintenance of these rights have been undertaken; and (vi) except as
set forth in Schedule 7.9.1, there is no pending litigation or proceeding in or before
any Authority, nor the Company or the Subsidiaries have received any written notice in which
any of the Trademark Rights are being challenged or contested; (vii) except as set forth in
Schedule 7.9.1, the Company and the Subsidiaries have not received any written
notices,





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	 	 	relating to infringement of the rights of others arising from the present use of the
Trademark Rights., and to Seller’s and Parent’s best knowledge, the subject matter of the
Trademark Rights do not thereby infringe; (viii) the Company and/or the Subsidiaries have
not contracted to provide indemnification for infringement of the intellectual property
rights of others, or to grant any license of the Trademark Rights to any other Person or
receive a license to use any patent, trademark or copyright from a third party, except as
set forth in Schedule 7.9.1, or to undertake or covenant not to sue any other Person
with respect to the Trademark Rights; and (ix) the Company and/or the Subsidiaries have no
obligation to compensate any Person for the development, use, sale or exploitation of any
Trademark Right.







	 	 	As at Closing Date and to the best knowledge of Seller no employee of the Company or of the
Subsidiaries is, or is now expected to be, in default under any term of any employment
Contract, agreement or arrangement relating to any Trademark Right or non-competition
Contract relating to any Trademark Right or its development or exploitation.

	 
	7.9.2	 	Except as set forth in Schedule 7.9.1 regarding RAVO Spa., the Company and the Subsidiaries
have not granted to any Person the right to use the name RAVO, any similar names, or any of
the names or the letter combinations set forth in Schedule 7.9.1 as a trade name,
trademark, corporate or firm name.

	 
	7.9.3	 	Software

	 
	 	 	The computer software used by the Company and/or by the Subsidiaries to run their business
includes licensed software (“Licensed Software”) and owned software (“Owned Software”)
(collectively the “Software”) as set forth in Schedule 7.9.3. The Software performs
substantially as it is intended to and neither the Seller nor the Parent is aware of any
material defects therein. The Company as well as the Subsidiaries have disclosed to
Purchaser all available copies of user and technical documentation related to the Owned
Software.

	 
	7.10	 	Litigation

	 
	 	 	Except as set forth in Schedule 7.10, there is no action, suit, arbitration or
legal, administrative or other proceeding or investigation pending or, to Seller’s and
Parent’s best knowledge, threatened, against the Company and the Subsidiaries. The Company
and/or the Subsidiaries are not a party to or subject to the provisions of any judgement,
order, injunction, decree or award of any Authority against or affecting the Company and/or
the Subsidiaries. Except as set forth in Schedule 7.10, the Company and the
Subsidiaries are presently not engaged in any legal action to recover moneys due to them or
damages sustained by them. There is no action, suit, proceeding or investigation pending or,
to Seller’s or Parent’s best knowledge, threatened, which would give any third party the
right to enjoin or rescind or cause an alteration in the transactions contemplated hereby.

	 
	7.11	 	Compliance with Laws; Permits

	 
	 	 	Except as to environmental matters as to which the Seller’s and Parent’s representations and
warranties in Section 7.15 shall apply:

	 
	7.11.1	 	The Company and the Subsidiaries are in compliance in all material respects with all
applicable laws, regulations, ordinances, rules, orders, judgments and decrees of any
Authority in connection with their assets, properties and business. The Company and the
Subsidiaries have not received any notice of any failure to comply with, and to Seller’s and
Parent’s best knowledge, there are no circumstances which indicate that the Company and/or
Subsidiaries are in violation of, any such laws, regulations, ordinances, orders, judgments or
decrees.





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	7.11.2	 	There is to the best knowledge of Seller and Parent no order, judgment or decree of any
Authority, including without limitation any requirement in connection with the provision of
any services of the Company, of the Subsidiaries or their properties and assets or the conduct
of their business and there is no legal, administrative, arbitration or other proceeding or
governmental investigation pending or to Seller’s or Parent’s best knowledge, threatened
against or relating to the Company, the Subsidiaries or their assets, properties or business.

	 
	7.11.3	 	All licenses, permits, applications, filings, registrations, rights, easements, permissions,
authorizations and consents required by applicable law to own any of its assets, to occupy any
real estate, to store or transport any inventory, to market and provide each and every one of
its services or otherwise necessary to operate their business in each jurisdiction in which
business is conducted have been obtained, are in force, and to Seller’s and Parent’s best
knowledge are being complied with except where the failure to obtain, maintain or comply with
such licenses, permits, applications, filings, registrations, rights, easements, permissions,
authorizations and consents required by applicable law would not prevent or restrict the
Company or the Subsidiaries from conducting their operations in a proper manner as at Closing
Date.

	 
	7.12	 	Tax Matters 

	 
	7.12.1	 	For the purposes of this Agreement, “Tax” or “Taxes” means (i) any federal, state,
municipal, local or foreign income, gross receipts, capital, paid-up capital, capital gains,
franchise, alternative or add-on minimum, estimated, sales, use, goods and services, transfer,
registration, value added, excise, natural resources, severance, stamp, occupation, premium,
windfall profit, environmental, customs, duties, real property, special assessment, personal
property, capital stock, social security, unemployment, employment, disability, payroll,
license, employee or other withholding, contributions or other tax, of any kind whatsoever,
including any interest, penalties or additions to tax or additional amounts in respect of the
foregoing and (ii) any liability with respect to the foregoing as a result of being or
formerly having been a member of any affiliated, consolidated, combined, unitary, or similar
group, as a result of any transferee liability in respect of the foregoing, whether arising as
a result of any agreement or otherwise by operation of law and (ii) “Tax Returns” shall mean
all returns, declarations, reports, information returns and statements required to be filed by
the Company or by the Subsidiaries in connection with Taxes.

	 
	7.12.2	 	The Company and the Subsidiaries belong to a tax consolidation for both corporate income tax
and VAT purposes.

	 
	7.12.3	 	The Company and the Subsidiaries will not bear any liabilities as a consequence of, in
relation to their exit from the corporate tax consolidated group. Any Tax liabilities relating
to periods before the break-up of the Tax consolidated group will be borne by the Seller and
Parent. Seller and Parent shall have no right of recourse towards neither the Company and its
Subsidiaries nor the Purchaser with this respect.

	 
	7.12.4	 	The Company is the head of a VAT unity. The VAT unity shall remain after Closing and the
present agreement shall have no consequences on the VAT unity.

	 
	7.12.5	 	The Company and the Subsidiaries have accurately prepared and timely filed in the manner
prescribed by applicable law all Tax Returns required by applicable law to be filed by them
prior to or as of the Closing Date. Such Tax Returns are true, complete, accurate and correct
and accurately reflect the liability for Taxes of the Company and each of the Subsidiaries and
do not contain a disclosure statement required under applicable law. Neither the Company nor
any of the Subsidiaries has filed, nor are the Company or the Subsidiaries required to have
filed, a





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	 	 	disclosure letter pursuant to applicable law. Each of the Company and the Subsidiaries is
and has been in compliance with all applicable laws pertaining to Taxes, including all
applicable laws relating to record retention.

	 
	7.12.6	 	Seller and Parent represent the amount of the Agreed tax carried forward losses.

	 
	7.12.7	 	All Taxes related to the Company and the Subsidiaries have been timely paid and all Taxes
related to the Company and the Subsidiaries have been duly provided under Dutch or other tax
law prior to or as of the Closing Date.

	 
	7.12.8	 	No written claim has been made by any taxing authority in any jurisdiction where the Company
or any of the Subsidiaries does not file Tax Returns that the Company or the Subsidiaries is
or may be subject to Tax by that jurisdiction. No extensions or waivers of statutes of
limitations with respect to any Tax Returns have been given by or requested from the Company
or any of the Subsidiaries.

	 
	7.12.9	 	Neither the Company nor any of the Subsidiaries is a party to any legal or administrative
proceeding by any taxing authority, nor does the Company or any of the Subsidiaries have
knowledge of any pending or threatened legal or administrative proceeding by any taxing
authority.

	 
	7.12.10	 	All assessments made against the Company or any of the Subsidiaries as a result of any
examinations by any taxing authority have been fully paid and, to the knowledge of the
Company, no rationale underlying a claim for Taxes has been asserted previously by any taxing
authority that reasonably could be expected to be asserted in any other period.

	 
	7.12.11	 	There are no Liens for Taxes, other than Liens for current Taxes not yet due and payable,
upon the assets of the Company or any of the Subsidiaries.

	 
	7.12.12	 	Neither the Company nor any of the Subsidiaries is a party to or bound by any tax
indemnity, tax sharing or tax allocation agreement.

	 
	7.12.13	 	Neither the Company nor any of the Subsidiaries is a party to or bound by any closing
agreement or offer in compromise with any taxing authority.

	 
	7.12.14	 	Neither the Company nor any of the Subsidiaries has any liability for Taxes of any Person
other than the Company and the Subsidiaries under applicable law as transferee or successor,
by Contract or otherwise.

	 
	7.12.15	 	Neither the Company nor any of the Subsidiaries has agreed to make, nor is it required to
make, any adjustment under applicable law by reason of a change in accounting method or
otherwise. Neither the Company nor any of the Subsidiaries has taken any action that is not in
accordance with past practice that could defer a liability for Taxes of the Company or any
Subsidiaries from any taxable period ending on or before Closing Date to any taxable period
ending after such date.

	 
	7.12.16	 	The transfer of the Shares to Purchaser shall not directly trigger any real estate taxes or
transfer taxes for the Purchaser provided for by Dutch law.

	 
	7.13	 	Shareholders Agreements

	 
	 	 	Except for this Agreement or as set forth in Schedule 7.13, there are no Contracts
among or between the shareholders of the Company or any of the Subsidiaries or any
Affiliated





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	 	 	Companies thereof or between a shareholder of the Company or of the Subsidiaries or any
Affiliated Companies thereof and the Company and/or any of the Subsidiaries with respect to
the Shares, the Subsidiaries shares or the business or operations of the Company that will
be binding on the Company or any Subsidiary following the Closing Date.

	 
	7.14	 	Consents

	 
	 	 	Except for the Contracts referred to in article 7.2.5, no consent, approval or authorization
of, or exemption by, or filing or registration with, any Authority or any other Person (in
particular with respect to (i) Contracts entered into by the Company and/or any of its
Subsidiaries and (ii) any quotation, bid or proposal for a material amount submitted by the
Company and/or any of its Subsidiaries) is required in connection with the execution,
delivery and performance by Seller, Parent or the Company of the transactions contemplated
by this Agreement.

	 
	7.15	 	Environmental Matters

	 
	 	 	Except as set forth in Schedule 7.15, (a) the operations of the Company and of the
Subsidiaries comply in all material respects with all applicable environmental and health
and safety statutes and regulations (“Environmental Law”); (b) none of the operations of the
Company or of the Subsidiaries is subject to any pending or, to Parent and Seller’s best
knowledge, threatened judicial or administrative proceeding alleging the violation of any
Environmental Law; (c) to Seller’s and/or Parent’s best knowledge, there are no hazardous
wastes or toxic substances in, on, over or under the Real Property; and (d) the Company as
well as the Subsidiaries possess all material environmental permits and authorizations
required by any Environmental Law to conduct the operations as presently conducted.

	 
	7.16	 	Material Contracts — Leases 

	 
	7.16.1	 	Schedule 7.16.1 contains a list identifying the address of all real property leased
by the Company and/or the Subsidiaries (the “Lease(s)”). Each of them enjoys peaceful and
undisturbed possession under the Leases to which it is a party.

	 
	7.16.2	 	Schedule 7.16.2 contains a list of each material agreement, arrangement, commitment,
Contract, lease, license or other Contract (including, without limitation, with any Authority
or government-owned enterprise but excluding the agreements referred to in article 7.17. and
7.4.2 and related schedules) to which the Company and/or any of the Subsidiaries are a party
or by which any of their respective properties or assets may be bound, other than a Lease (a
“Material Contract”).

	 
	7.16.3	 	Each Material Contract, Lease, is valid and enforceable in accordance with its terms. Except
with respect to the change of control provisions for the Contracts referred to in article
7.2.5 (iv), there is no material breach by the Company and/or the Subsidiaries and to the best
knowledge of Seller and Parent, no material breach by any other contracting party.

	 
	7.16.4	 	Schedule 7.16.4 contains a list of each material quotation, bid or proposal
submitted to third parties by the Company or any of its Subsidiaries that is outstanding as of
the Closing Date.

	 
	7.17	 	Employees 





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	7.17.1	 	Schedule 7.17.1 contains for the Company and each of the Subsidiaries an updated
list of all employees; any third party not included in the list cannot validly claim to be an
employee of the Company or of any of the Subsidiaries.

	 
	7.17.2	 	As at Closing Date, no employee has given or received written notice of termination of
his/her employment or has entered into a termination agreement with the Company or any of the
Subsidiaries or has received or made a written offer of such an agreement. No employee of the
Company or of any of the Subsidiaries is entitled to any severance payments or termination
rights solely on account of the consummation of the transactions set forth in this Agreement.

	 
	7.17.3	 	Schedule 7.17.3 contains for each business operation of the Company and of the
Subsidiaries a list of all as of Closing Date applicable collective bargaining agreements and
company bargaining agreements and all industry and company-level agreements applicable to the
Company and/or the Subsidiaries.

	 
	7.17.4	 	Schedule 7.17.4 contains a correct and complete description of all specific promises
and relevant to remuneration or termination of employment which are applicable to the Company
and/or the Subsidiaries in addition to those that may be required by applicable law. As at
Closing Date the Company or any of its Subsidiaries has not undertaken to make any severance
or termination payments to any of its employees or officers.

	 
	7.17.5	 	There are no stock option plans, virtual stock and stock appreciation rights plans or other
employee participation schemes in the Company and/or the Subsidiaries except for those listed
in Schedule 7.17.5. The Company and/or the Subsidiaries will not incur any Liability
whatsoever towards their current or former employees in connection with their rights resulting
from the schemes listed in Schedule 7.17.5, as a result of the change of control of
the Company (and indirectly, of the Subsidiaries) notwithstanding any of the provisions of
plans listed in Schedule 7.17.5 and 7.17.4.

	 
	7.17.6	 	The Company’s and the Subsidiaries’ retirement pension schemes, mandatory profit sharing
schemes, voluntary profit sharing schemes and savings plans, as well as the employees benefit
plan are as set forth in Schedule 7.17.6 as well as the name of the entity managing
these schemes on behalf of the Company and the Subsidiaries. To the best knowledge of the
Seller and the Parent such plans are managed in compliance with the applicable laws and
regulations. The transfer of the Shares to Purchaser will not modify the rights of these
employees under one or more of the above-mentioned schemes and/or plans. Schedule
7.17.6 contains a complete and correct list of all plans, whether of collective or
individual nature, including commitments based on works custom, regarding company pensions
under which the Company and/or the Subsidiaries have any obligations vis-à-vis current and
past employees, directors and dependants thereof to provide company pension benefits, whether
directly or via an external funding vehicle (the “Pension Schemes”).

	 
	7.17.7	 	The Company and/or the Subsidiaries have not been subject to any strike during the last five
(5) years.

	 
	7.17.8	 	There are no pending labour disputes with an amount in dispute exceeding two thousand euros
(€2,000) against the Company and/or any of the Subsidiaries.

	 
	7.17.9	 	During the last three (3) years, neither the Company nor any of the Subsidiaries has
received any notification informing it that a member of its staff had a work accident or
became significantly ill or disabled as a result of the Company’s business, except for those
listed in Schedule 7.17.9 and except if the above staff member is not either ill or
disabled or injured as at Closing Date.





 - 20 - 









 












	7.18	 	Real Property

	 
	7.18.1	 	As used herein, the term “Real Property” shall mean all of the following:







	 	(i)	 	all land and easements owned, used, held for use, or occupied by the Company
and/or by any of the Subsidiaries and all buildings, structures and other improvements
thereof or thereon necessary to the business;

	 
	 	(ii)	 	all rights in and to the Real Property described in subparagraph (i) above; and

	 
	 	(iii)	 	all real estate leasehold interests owned by the Company and/or by any of the
Subsidiaries as a tenant, necessary to the business, excluding leases from the Company
or any of the Subsidiaries, and all other real property interests owned by the Company
or any of the Subsidiaries.







	7.18.2	 	The Company and the Subsidiaries have good and marketable title to the Real Property
reflected in Schedule 7.18.2 as owned by them, free and clear of all easements,
restrictions, covenants, conditions or other Liens of any character whatsoever except (i)
conditions or restrictions which do not with respect to the parcel of Real Property so
encumbered have a material effect on the actual or intended use of such property, (ii) public
or private roadway rights-of-way or utility easements which do not underlie any buildings,
(iii) real property leases to the Company or any of the Subsidiaries, (iv) taxes and
assessments which are a lien but which are not yet due and payable or which are being
contested in good faith by appropriate proceedings and for which appropriate reserves have
been established and disclosed in writing to Purchaser and (v) except as reflected in
Schedule 7.18.2.

	 
	7.18.3	 	Except as to matters concerning Environmental Laws, (i) to Seller’s and Parent’s best
knowledge the Real Property conforms in all material respects to any and all applicable laws,
zoning and building ordinances, and (ii) the Company and the Subsidiaries have not received
any notice of any material violation of any law, ordinance or regulation in connection with
the operation or use of such Real Property.

	 
	7.19	 	Insurance

	 
	 	 	A list of particulars of the insurance policies related to the Company and its Subsidiaries
currently in force as at Closing date is reflected in Schedule 7.19. In respect of
all insurance policies related to the Company and its Subsidiaries, all premiums will have
been paid until Closing. Neither the Parent, the Seller nor the Company has received any
written notification from its insurance carriers purporting to cancel coverage under any
such insurance policies. The Parent and/or Seller provided policies that shall not continue
to cover the Company or the Subsidiaries from and after Closing.

	 
	7.20	 	Maintenance of Business

	 
	 	 	To Seller’s and Parent’s best knowledge, none of the material customers of the Company
and/or of the Subsidiaries intends to cease doing business with the Company, the
Subsidiaries or to reduce materially the amount of the business that it is presently doing
with the Company and/or with the Subsidiaries.

	 
	7.21	 	Absence of Conflicts of Interest





 - 21 - 









 












	7.21.1	 	Neither Seller or Parent nor to Parent or Seller’s best knowledge any director, officer,
senior management personnel or salaried employee of the Company and/or of the Subsidiaries nor
any Affiliate Companies of Parent has any material direct or indirect interest in any
competitor, supplier or customer of the Company and/or of the Subsidiaries.

	 
	7.21.2	 	As at Closing Date, neither Parent, nor Seller, nor any Affiliate Companies shall have any
interest in or contractual relationship with the Company or any of the Subsidiaries, except
the commercial relationship with FS Vama and FS Dépôt.

	 
	7.22	 	Company and the Subsidiaries free of any inter-group debts or payables 

	 
	 	 	The Company and the Subsidiaries are sold free of any inter-group debts or payables or
similar commitments between the Company or the Subsidiaries and Parent or its Affiliate
Companies, with the exception of any inter-group debts or payables or other commitments
underlying commercial transactions entered into the normal course of business of the Company
or the Subsidiaries and completed on an arm’s length basis.

	 
	7.23	 	Absence of Certain Changes or Events

	 
	7.23.1	 	Since the date of the Consolidated Accounts 2008 and until Closing Date, the Company and the
Subsidiaries have maintained a working capital in a manner consistent with recent past
practices and consistent accounting principles in all material respects have been used over
time. In particular, the Company and the Subsidiaries have:







	 	(i)	 	paid their accounts payable in accordance with legal and customary contractual
payment terms and with past practice,

	 
	 	(ii)	 	collected their accounts receivable in accordance with legal and customary
contractual payment terms and with past practice,

	 
	 	(iii)	 	not completed any payment whatsoever to the Seller, the Parent or any of their
Affiliate Companies other than payment consistent with past practices, nor completed
any payment that would not be justified in consideration for the services rendered,
with the exception of the offsetting of intercompany obligations as listed in
Schedule 7.23.1 (iii) and except with respect to a dividend payment amounting
to €   117,033 made on 15 July 2009.







The Company and the Subsidiaries have:




	 	(i)	 	not completed any payment whatsoever to the Seller, the Parent or any of their
Affiliate Companies other than the Company and the Subsidiaries since 9 July 2009
except with respect to a dividend payment amounting to €  117,033.

	 
	 	(ii)	 	carried out their businesses on a stand alone basis since 27 June 2009.







	7.23.2	 	Since the date of the Consolidated Accounts 2008, the Company and the Subsidiaries have
conducted their respective businesses in the ordinary and usual course and there has not been:







	 	(i)	 	any purchase or other acquisition of any assets or securities from any other
Person, or any acquisition, sale, lease, license or transfer of any material asset,
property, security or right of the Company or any of the Subsidiaries other than in the
ordinary course of business consistently with past practices;





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	 	(ii)	 	any new joint venture, partnership, variable interest entity, teaming agreement
(exclusive of subcontractor or sub-consultant Contracts entered into in the ordinary
course of business consistently with past practice), strategic alliance, exclusive
dealing, non competition or similar Contracts or arrangements;

	 
	 	(iii)	 	any declaration or payment of any dividend or reserves of the Company or any
of the Subsidiaries except with respect to the capital contribution provided for in the
Agreement or except with respect to the offsetting of intercompany obligations as
listed in Schedule 7.23.1 (iii) and except with respect to a dividend payment
amounting to €  117,033.

	 
	 	(iv)	 	Except with respect to RAVO ITALY and RAVO GERMANY as well as with the RAVO
Belgium branch, any plan of complete or partial liquidation, dissolution, merger,
consolidation, restructuring, recapitalization or other reorganization of the Company
or any of the Subsidiaries, or other altering of the Company’s or of a Subsidiary’s
corporate structure;

	 
	 	(v)	 	any creation, assumption or sufferance of the existence of (whether by action
or omission) any Lien on any assets reflected on the Consolidated Accounts 2008 or on
the capital stock of the Company or any of the Subsidiaries;

	 
	 	(vi)	 	any issuances or sale by the Company or any of the Subsidiaries of any of their
respective shares of capital stock, or securities exchangeable, convertible or
exercisable therefore, or of any other of their respective securities, or any
arrangement or Contract with respect to the issue and sale of capital stock or any
other securities of the Company or any of the Subsidiaries, or make any other changes
in the capital structure of the Company or any of the Subsidiaries;

	 
	 	(vii)	 	any material damage to or loss of any asset or property used in the business,
whether or not covered by insurance, or any action or failure to take any action if
such action or inaction would have materially affected the applicability of any
insurance in effect that covers all or any of the assets of the Company or any of the
Subsidiaries;

	 
	 	(viii)	 	any material transaction or commitment made, or any material Contract or agreement
entered into, by the Company or any of the Subsidiaries relating to their respective
assets or business (including the acquisition or disposition of any assets) or any loss
or relinquishment by the Company or any of the Subsidiaries of any Material Contract or
other material right, other than transactions and commitments in the ordinary course of
business in accordance with their respective customary practices;

	 
	 	(ix)	 	any commencement or notice of or, to Seller’s or Parent’s knowledge, any threat
of the commencement of any lawsuit or proceeding against or investigation of the
Company or any of the Subsidiaries;

	 
	 	(x)	 	any amendment or change to the articles of association or other organizational
or governing documents of the Company or of any of the Subsidiaries;

	 
	 	(xi)	 	except if mentioned in the Consolidated Accounts any change by the Company and
its Subsidiaries on a consolidated basis in their accounting principles, methods or
practices or in the manner they keep their books and records or any change by the
Company and its Subsidiaries on a consolidated basis of their current practices with
regards to sales, receivables, payables, accrued expenses or accrued bonuses, except as
required by Dutch GAAP, consistently applied for all relevant periods;





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	 	(xii)	 	any material change in the terms of any employee benefit plan or Pension
Scheme or employee agreement or any increase in (or commitment, oral or written, to
increase) compensation or benefits payable under any employee benefit plan or Pension
Scheme (including the acceleration of the right to receive benefits or payment there
under), or any increase in the rate of compensation of employees or directors,
generally, except in the ordinary course, in accordance with past practice;

	 
	 	(xiii)	 	any adoption of a new employee benefit plan or Pension Scheme or any termination of
any existing employee benefit plan or Pension Scheme;

	 
	 	(xiv)	 	any loan to, or guarantee or assumption of any loan or obligation on behalf
of, any director, officer, Sellers or employee of the Company or any Subsidiary;

	 
	 	(xv)	 	any formal notification by the top ten customers of the Company as listed in
Schedule 7.23.2 (xv) indicating any intention to stop, or materially decrease
the rate of, buying goods or services from the Company or any of the Subsidiaries or to
change its current business relationship with the Company or any of the Subsidiaries.
For the avoidance of doubt, Fayat as one of the top ten customers cannot claim for
damages against Seller in case Fayat indicated its intention to stop, or materially
decrease the rate of, buying goods or services from the Company or any of the
Subsidiaries or to change its current business relationship with the Company or any of
the Subsidiaries

	 
	 	(xvi)	 	any election or changes in any election in respect of Taxes, any closing
agreement, any settlement of any claim or assessment in respect of Taxes, or any
consent to any extension or any waiver of the limitation period applicable to any claim
or assessment in respect of material Taxes;

	 
	 	(xvii)	 	any creation or provision of any guarantee, indemnity, counter-indemnity, letter of
comfort or other similar agreement to secure an obligation of a third party;

	 
	 	(xviii)	 	any notification of any alleged non-compliance with the terms and conditions of any
material Contract or any applicable law or regulation governing the performance,
billing and cost practices of any material Contract;

	 
	 	(xix)	 	any notification by any governmental authority of any alleged Tax deficiency,
claim or intention to initiate an audit or administrative review of any Tax Return;







	8.	 	Representations and warranties of Purchaser

	 
	 	 	The Purchaser represents and warrants to each of the Seller and the Parent that the
Representations and Warranties set out in this Section to the Seller and Parent are true and
accurate as at Closing Date, save to the extent that any disclosures have been made in this
Section with respect to a specific and duly identified representation.

	 
	 	 	All representations and warranties in this article shall be deemed to have been relied upon
by the Seller and the Parent.

	 
	 	 	Purchaser warrants that none of the representations and warranties contained in this Section
is untrue or omits to state any fact necessary in order to make any of such representations
and warranties not misleading.





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	 	 	Where any representation or warranty of Purchaser contained in this Section is expressly
qualified by reference to knowledge, information and belief, Purchaser confirms that it has
made such due and diligent inquiry as to the matters that are the subject of the
representations and warranties mentioned in this Section that are reasonable under the
circumstances.







	 	 	There shall be no breach of any of the Representations and Warranties mentioned in this
Section if there would have been no breach but for (i) any change in applicable legislation
coming into effect after Closing Date, whether or not such change purports to have
retroactive effect, or (ii) a new interpretation of existing law by a court of law or
Authority in a judgment or decision published after Closing Date of this Agreement.

	 
	8.1	 	Purchaser Knowledge

	 
	 	 	The Purchaser warrants to the Seller and the Parent that as at Closing Date it has no
knowledge or reason to suspect that any representation or warranty provided by Seller or
Parent is materially untrue or materially misleading in any material respect that would have
adverse consequences for the Company and its Subsidiaries. Purchaser acknowledges and agrees
that it will have no Claim for any breach of any representation or warranty to the extent
that it has such knowledge or reason to suspect that any representation or warranty provided
by Seller or Parent is materially untrue or materially misleading in any material respect
that would have adverse consequences for the Company and its Subsidiaries For the avoidance
of doubt, Purchaser may still have a Claim for a breach of representations and warranties it
has no knowledge of at Closing Date but based on knowledge after Closing Date.

	 
	8.2	 	Status of Purchaser

	 
	 	 	The Purchaser has the right, power and authority to enter into this Agreement and each other
Operative Document and to consummate the transactions contemplated by, and otherwise to
comply with and perform its obligations under, this Agreement and the other Operative
Documents. The execution and delivery by the Purchaser of this Agreement and the other
Operative Documents has been authorized by all necessary corporate action. The execution
and performance of this Agreement and the other Operative Documents by the Purchaser does
not violate, conflict with, constitute a default under or otherwise violate the terms of (i)
any Contract, (ii) any judgment, decree, ruling or order of any Authority, (iii) any
applicable law or (iv) the governing documents of Purchaser. No consent, approval order or
authorization of any Person or Authority is required in connection with the execution or
delivery of this Agreement or any Operative Document.

	 
	9.	 	Covenants of the Parties

	 
	9.1	 	Cooperation

	 
	 	 	Each of the Parties hereto will use its reasonable best efforts to cause the consummation of
the transactions contemplated herein in accordance with the terms and conditions hereof and
applicable law. Each of the Parties hereto will use its reasonable best efforts to obtain
all governmental consents and approvals necessary to consummate the transactions
contemplated by this Agreement and to cause the different closings to occur. Seller and
Parent shall use their best efforts to obtain the consent or approval of third Persons to
the transactions contemplated hereby.





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	9.2	 	Transfer by Seller and Parent of the tax carried forward losses.

	 
	 	 	Seller, Parent and Company shall take all necessary actions to ensure that all tax loss
carry forwards that are attributable to the Company and its Subsidiaries in the period until
Closing Date will remain available for the Company and its Subsidiaries going forward. This
includes filing a joint request on behalf of the Seller and the Company and its Subsidiaries
to be filed with the FY09 CIT return of Seller, preparation of supporting documentation for
attributing the tax loss carry forwards to the Company and its Subsidiaries and cooperating
in supplying the tax authorities with any relevant additional information.

	 
	9.3	 	Break-up of the Tax consolidation

	 
	 	 	The Parties agree that the Company and the Subsidiaries will leave the tax consolidation
both for corporate and tax purposes on Closing Date.

	 
	 	 	Company with the Seller and Purchaser support will draft fiscal balance sheets for the
Company and the Subsidiaries per the date on which they leave the tax consolidation. The
draft fiscal balance sheets will be based on the currently applied valuation and
depreciation methods. Company will submit the draft opening balances to Purchaser and Seller
for approval prior to filing them with the tax authorities as part of the FY09 CIT return of
Seller.

	 
	9.4	 	Capital contribution

	 
	 	 	The Seller shall have waived the debt, through capital contribution, held on the Company and
amounting to ten million seven hundred and four thousand euros (€10,704,000), prior to
Closing Date and in any case before the date on which the Tax unity for corporate income
tax purposes to which the Company and the Subsidiaries belong breaks up. The Seller and
Parent shall hold the Purchaser harmless from any Liability in connection with said
operation notwithstanding anything contrary in this Agreement.

	 
	9.5	 	Further Assurances

	 
	 	 	Subject to the terms and conditions of this Agreement, Purchaser, Seller and Parent (a) will
take, or cause to be taken, all actions, and do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations to consummate and make effective
the transactions contemplated by this Agreement, and to ensure that Purchaser’s rights under
this Agreement continue unimpeded, and (b) will take, or cause to be taken, no action
inconsistent with the terms of this Agreement or inconsistent with Purchaser’s rights
hereunder or thereunder. In case at any time after the date hereof any further action is
necessary or desirable to carry out the purposes of this Agreement, (a) Purchaser will cause
its proper officers and directors to take all such necessary action, and (b) Seller and
Parent will take or cause the proper officers and directors of the Company and of the
Subsidiaries to take all such necessary actions.

	 
	9.6	 	Post-Closing Warranty and Products Liability

	 
	 	 	Purchaser shall held Seller harmless from Purchaser change of its warranty policy following
the Closing to the extent it concerns product or services sold or performed before Closing
and to the extent only with respect to the consequences resulting from the discrepancies
between the methodology applied after Closing Date by the Purchaser and the methodology
applied before Closing Date.





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	9.7	 	Post-Completion Service of Karel Goedkoop and Esther Brandsma

	 
	 	 	For a period not to exceed 90 days following Closing, subject to Purchaser written prior
approval on precisely defined assignments, such approval not to be unreasonably withheld,
Purchaser shall permit Karel Goedkoop to act as a non-employee director (or non-employee
officer) and Esther Brandsma to act as a non-employee representative of such of Parent’s
Netherlands-chartered subsidiaries other than the Company or the Subsidiaries as Parent shall
request, during which such time Mr. Goedkoop and Mrs. Brandsma shall take all such actions in
furtherance of such directorship or office as may be reasonably requested by Parent consistent
with historical duties, including but not limited to banking transactions, it being understood
and agreed that Parent and Seller shall fully and without limitation indemnify the Purchaser,
the Company, Mr. Goedkoop and Mrs. Brandsma on account of any actions taken upon Parent’s
instructions and furthermore that Parent and Seller shall reimburse each of the Purchaser, the
Company, Mr. Goedkoop and Mrs. Brandsma for all out of pocket expenses incurred on account of
any actions taken upon Parent’s instructions.

	 
	9.8	 	Acceptance of Mail

	 
	 	 	For a period not to exceed 90 days following Closing, Purchaser shall allow such of Parent’s
Netherlands-chartered subsidiaries as Parent shall elect to continue to use the Company’s
address as mail address for each of such subsidiaries and following the Closing, the Company
shall promptly forward all such mail to the Seller at the address for notices provided in
Section 14.7. Parent, Seller and their Netherlands chartered subsidiaries shall hold the
Company and Purchaser harmless of any costs incurred in this respect and expressly discharge
them from any liability that may arise in this respect.

	 
	9.9	 	ABN overdraft facility termination — release of Liens

	 
	 	 	On or before Closing Date, Parent and Seller commit (i) to terminate any overdraft
facilities with ABN Amro Bank so that the Company and its Subsidiaries shall not have any
Contract with said bank and commit (ii) to obtain the release of the corresponding Liens as
soon as practically possible.

	 
	9.10	 	VAT unity

	 
	 	 	Seller and Parent shall hold harmless the Company and the Purchaser from any VAT liability
in relation to other companies than the Company and the Subsidiaries and due after Closing
Date. Seller and Parent shall file before or at Closing Date a request to break-up the VAT
unity.

	 
	10.	 	Indemnification

	 
	10.1	 	Indemnification

	 
	 	 	Subject to the terms and conditions of this Section 10, Seller and Parent shall jointly and
severally indemnify, defend and hold Purchaser or the Company or the Subsidiaries (at
Purchaser’s discretion) harmless from and against any and all damages, deficiencies,
Liabilities, losses, obligations, claims, demands, judgments, settlements, costs and
expenses of any nature whatsoever, including reasonable attorneys’ fees (individually a
“Loss” or collectively “Losses”), directly suffered or incurred by Purchaser or the Company
or any of the Subsidiaries by reason of or resulting from:





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	 	(i)	 	any actual breach, violation or inaccuracy of any representation or warranty of
Seller or Parent contained in this Agreement;

	 
	 	(ii)	 	any actual breach or violation of any covenant or agreement of Seller and/or
Parent contained in this Agreement, other than a breach or violation of the
representations and warranties of Seller and Parent;







	10.2	 	Conditions of Indemnification

	 
	10.2.1	 	Any claim made by Purchaser pursuant to Section 10.1 above or by a third party is referred
to as a “Claim”.

	 
	10.2.2	 	The obligations of Seller and Parent (herein referred to as the “Indemnifying Party”) under
Section 10.1 with respect to Claims made by third parties shall be subject to the following
terms and conditions:







	 	(i)	 	Purchaser (herein referred to as the “Indemnified Party”) will give the
Indemnifying Party prompt notice of such Claim, and the Indemnifying Party will assume
the defence thereof by representatives chosen by it.

	 
	 	(ii)	 	If the Indemnifying Party, within a reasonable time after notice of any such
Claim, fails to assume the defence thereof, the Indemnified Party or any other member
of its group shall (upon further notice to the Indemnifying Party) have the right to
undertake the defence, compromise or settlement of such Claim on behalf of the
Indemnifying Party.

	 
	 	(iii)	 	If (i) there is a reasonable probability that a Claim may materially and
adversely affect the Indemnified Party or any other member of the Indemnified Party’s
group other than as a result of money damages or other money payments, the Indemnified
Party or such member of the Indemnified Party’s group shall have the right to defend,
at its own cost and expense, and to compromise or settle such Claim with the consent of
the Indemnifying Party and (ii) the Indemnifying Party shall not, without the written
consent of the Indemnified Party, settle or compromise any Claim or consent to the
entry of any judgment which does not include as an unconditional term thereof the
giving by the claimant or the plaintiff to the Indemnified Party or such member of the
Indemnified Party’s group, or both, a release from all Liability in respect of such
Claim.

	 
	 	(iv)	 	Upon the determination of the liability under this Section 10.2, the
Indemnifying Party shall pay, upon the Indemnified Party’s request, either to the
Indemnified Party or to the Company or the Subsidiaries within ten (10) days after such
determination, the amount of any Claim for indemnification made hereunder. Upon the
payment in full of any Claim, the Indemnifying Party shall be subrogated to the rights
of the Indemnified Party against any Person with respect to the subject matter of such
Claim.







	10.2.3	 	The obligations of the Indemnifying Party under Section 10.1 with respect to Claims other
than Claims made by third parties shall be subject to the following terms and conditions:







	 	(i)	 	Any Claim other than resulting from a Claim made by a third party shall be
notified in writing by the Indemnified Party to the Indemnifying Party. The
notification of the Claim shall specifically indicate the specific circumstances for
which the breach of warranties is alleged and contain substantiating documents;





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	 	(ii)	 	The Indemnifying Party shall, within thirty (30) days of receipt of the
Indemnified Party’s notice referred to in (i) above, inform the Indemnified Party of
its position regarding the notified Claim.

	 
	 	(iii)	 	In the event that, within thirty (30) days of receipt of the Indemnified
Party’s notice referred to in (i) above, the Indemnifying Party has notified its
acceptance of the Claim or of the proposed settlement or has not informed the
Indemnified Party of its position as provided in (ii) above, the Claim should be paid,
upon the Indemnified Party’s request, either to the Indemnified Party or to the Company
or the Subsidiaries within ten (10) days of such acceptance or deemed acceptance.







	10.3	 	General Provisions and Limitations

	 
	10.3.1	 	In case of payment of a Claim due by Seller or Parent to Purchaser according to this
agreement, Seller and Parent shall jointly and severally fully indemnify and hold harmless
Purchaser with respect to any Loss suffered by Purchaser.

	 
	10.3.2	 	In case of payment of a Claim to the Company or the Subsidiaries due by Seller or Parent to
Purchaser according to this agreement, Seller and Parent shall indemnify the Company or the
Subsidiaries of an amount corresponding to the total amount of the Claim (including Taxes and
any reasonable advisor costs).

	 
	10.3.3	 	Losses shall be reduced up to the amount of the provisions booked in the Consolidated
Accounts 2008 or the Interim Consolidated Accounts as appropriate.

	 
	10.3.4	 	Specific written notice of any relevant Claim in accordance with section 10.2.2 and 10.2.3
of this Agreement, setting out the amount and details thereof (including the alleged bases of
liability on which the Indemnified Party relies) shall be given by the Indemnified Party to
the Indemnifying Party before the end of a two year period following Closing Date or the right
to make it shall be forever forfeited, provided that Claims based on a breach of Seller’s and
Parent’s representations set forth in Section 7.15 (Environmental Matters) shall be made
before the end of the fifth (5th) year following the Closing Date and granted that
the validity period shall not be shorter, in the case of tax, labour/social security issues,
than the expiry date of the respectively applicable statutes of limitations for such matters
(plus, should this be the case, a period of three (3) months for a claim made by the tax or
labour/social authorities), and the Indemnifying Party shall cease to be under any liability
to the Indemnified Party in respect of any relevant Claim under this Agreement not so notified
to the Indemnifying Party.

	 
	10.3.5	 	The following rules shall apply to all Claims:







	 	(i)	 	No amount is payable for damage to reputation, lost business opportunities,
lost profits, mental or emotional distress.

	 
	 	(ii)	 	Any indemnification due by Seller or Parent under Section 10.1 shall be reduced
by any amount actually received or recovered from a third party (including insurance
companies) by the Company and/or the Subsidiaries and/or Purchaser in direct connection
with the Losses for which such indemnification is due.

	 
	 	(iii)	 	Any cash advantages or tax benefits directly related to the concerned Claim
shall be deducted from any amounts otherwise payable.





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	10.3.6	 	The maximum aggregate liability of the Indemnifying Party in respect of Claims pursuant to
Section 10.1 above shall not exceed one million seven hundred thousand euros
(€1,700,000), being provided however that said aggregate limitation shall not apply to
any Claim in respect of:







	 	(i)	 	a breach of Section 7.12.6 with regards to the amount of the Agreed tax carried
forward losses as well as all Tax Liabilities existing or occurring at or prior to
Closing Date, or relating to any period ending on or prior Closing Date,

	 
	 	(ii)	 	the amount of Losses attributable to a breach of Section 7.15 above, which
shall be subject to a maximum liability of one million five hundred thousand euros
(€ 1,500,000) but which shall not be aggregated with other Claims for purposes of
such maximum.

	 
	 	(iii)	 	the representation made under Sections 7.22 and 7.23 above, it being specified
that any Claim in respect of said representation shall be fully indemnifiable
regardless of any documents disclosed or remitted to Purchaser prior to or on Closing
Date subject to the schedules made under the representations under Sections 7.22 and
7.23 or regardless of any assumption accepted by the Purchaser for the determination of
the Share Purchase Price.







	10.3.7	 	Seller or Parent shall not be liable for breach of any of their obligations under this
Agreement unless the indemnifiable Losses equal at least one hundred fifty thousand euros
(€150,000) with a deductible amounting to one hundred thousand euros (€100,000). For the
avoidance of doubt, the Parties agree that once the aforementioned threshold has been met,
Seller’s and Parent’s obligation to indemnify Purchaser or the Company or the Subsidiaries
shall extend to the entire amount of each Claim(s) as from one hundred thousand euro. The
Parties further agree that no threshold whatsoever shall apply to any Claim subsequent to the
moment on which the aforementioned threshold has been reached.

	 
	 	 	The above threshold shall not apply with respect to items mentioned in Section 10.3.6 (i),
(ii) and items regarding labour/social authorities issues.

	 
	10.3.8	 	Seller and Parent agree to hold Purchaser harmless from all costs relating to employees who
are on the Company’s payroll but whose services are used by E1 and VAMA.

	 
	 	 	Seller and Parent commit to remove or transfer Hans Kret and Conrad van Es from their office
at the latest as at 31 December 2009.

	 
	 	 	From and after the Closing Date until December 31, 2009, unless terminated sooner at the
election of the Seller or the affected employee, the Company shall continue to employ Hans
Kret and Conrad van Es on the same terms as each is currently employed under, with the costs
of such employment including any redundancies cost and reasonable advisors cost being
reimbursed by Parent and/or its subsidiaries in the same manner as they are currently
reimbursed, and shall follow all instructions of Parent and or the Seller following the
Closing Date as it relates to the transfer of such employees to another employer(s)
affiliated with Parent. Parent and Seller shall indemnify and hold both the Company and the
Purchaser harmless from and against any Loss suffered on account thereof, as set forth in
Section 10.1 above, and such indemnification shall not be subject to the limitations set
forth in Sections 10.3.3, 10.3.5, 10.3.6 and 10.3.7 above.

	 
	10.3.9	 	Seller and Parent agree to hold Purchaser harmless from all costs relating to the
liquidation of RAVO ITALY and RAVO GERMANY, within a maximum of twenty thousand euros
(€20,000), being specified that Seller and Parent represent and warrant that this amount





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	 	 	constitutes their best estimate of said liquidation costs, which should not exceed such
amount and without limitation any liability that may be incurred by said companies within
the context of or arising out of the liquidation.

	 
	10.3.10	 	Seller and Parent agree to hold Purchaser harmless from all costs pertaining to any direct
work that should be done based on the findings of the environmental investigation currently
conducted by Seller and only for an amount exceeding the costs identified in said report.

	 
	10.3.11	 	Notwithstanding anything contrary to this Agreement, Seller and Parent agree to hold
Purchaser and Company harmless from all costs and expenses arising from the litigation with
the Greek dealer mentioned in the schedules of this Agreement being mentioned that Seller and
Parent will go on managing this litigation issue at their own costs.







	11.	 	Non-Compete

	 
	11.1	 	Seller and Parent hereby undertake that each of them will not for a period of two (2) years
from the Closing Date:







	 	a.	 	without the prior written consent of the Purchaser, in any capacity or in any
way whatsoever in Europe, either directly or indirectly be engaged in or concerned
with, or approach any Person with a view to being engaged in or concerned with, the
conduct of any business involving the development or production of or the trading in
those products developed, produced or traded or under development by the Company as of
the Closing Date including specifically air sweepers with a hopper of less than 6 cubic
meters or the provision of services related thereto. For the avoidance of doubt, the
“Pelican” sweeper or the provision of services related thereto are excluded from this
article.

	 
	 	b.	 	persuade or cause, or attempt to persuade any employee or any distributor or
commercial agent or customer of the Company or the Subsidiaries to terminate his
relationship with the Company or the Subsidiaries, or employ or engage any such person
within one (1) year of the effective termination of his relationship with the Company
or the Subsidiaries, or take any action that may result in the impairment of the
relationship between such employee or distributor or commercial agent or customer and
the Company or the Subsidiaries.







	11.2	 	Notwithstanding anything to the contrary in Section 11.1, the Seller shall not be deemed to
have violated the terms as a result of ownership by the Seller directly or indirectly of less
than five (5)% (five per cent) of the outstanding shares of any publicly traded company with
one or more classes of shares listed on a national securities exchange or publicly traded
market, to the extent Seller does not enter into any kind of business agreement with said
publicly traded company.

	 
	12.	 	Exclusive remedy

	 
	 	 	The Parties and the Company agree that following the Closing, they acknowledge and agree
that the indemnification provisions in this Agreement shall be the exclusive remedy of such
parties with respect to the transactions contemplated by this Agreement except for fraud or
when required by Dutch law.





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	13.	 	Dispute resolution

	 
	 	 	Any dispute, controversy or claim arising out of or relating to this Agreement, or the
breach, termination or invalidation thereof, shall be settled by arbitration in accordance
with the UNCITRAL Arbitration Rules as presently in force.

	 
	 	 	The appointing authority shall be the Secretary-General of the Permanent Court of
Arbitration of the Hague. The number of arbitrators shall be three. The place of arbitration
shall be Amsterdam (the Netherlands).

	 
	 	 	The language to be used in the arbitral proceedings shall be English.

	 
	14.	 	Ancillary provisions

	 
	14.1	 	No waiver

	 
	 	 	No delay or failure by either Party or the Company to exercise any of its powers, rights or
remedies under this Agreement shall operate as a waiver of them, nor shall any single or
partial exercise of any such powers, rights or remedies preclude any other or further
exercise of them. The remedies provided in this Agreement are cumulative and not exclusive
of any remedies provided by law. No waiver by any Party of any breach by any other Party of
any provision of this Agreement shall be deemed to be waiver of any subsequent breach of
that or any other provision of this Agreement.

	 
	14.2	 	Assignment

	 
	 	 	Purchaser is not permitted to assign, charge or otherwise dispose of any of its rights or
benefits under this Agreement or grant or create any third party interest in any of its
rights under this Agreement without the prior express agreement of Seller.

	 
	 	 	Purchaser may however transfer or assign this Agreement or any rights or obligations
hereunder to any of its affiliated entities. In the event of any such transfer or
assignment, the Purchaser hereby guarantees the performance of the obligation of the
transferee or assignee under this Agreement.

	 
	 	 	Seller or Parent is not permitted to assign, charge or otherwise dispose of any of its
rights or benefits under this Agreement or grant or create any third party interest in any
of its rights under this Agreement without the prior express agreement of Purchaser.

	 
	 	 	Seller or Parent may however transfer or assign this Agreement or any rights or obligations
hereunder to any of its affiliates. In the event of any such transfer or assignment, Seller
or Parent hereby guarantees the performance of the obligation of the transferee or assignee
under this Agreement.

	 
	 	 	The rights and obligations of the Parties to this Agreement shall not be affected in any way
by any amalgamation, merger, demerger, spin-off, or liquidation of Seller.





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	14.3	 	Severability

	 
	 	 	If any part of this Agreement is found by any court or other competent authority to be
invalid, unlawful or unenforceable then such part shall be severed from the remainder of
this Agreement which shall continue to be valid and enforceable to the fullest extent
permitted by law.

	 
	14.4	 	Waiver of right to rescind

	 
	 	 	Parties hereto waive their right to rescind (ontbinden) or annul (vernietigen), or to demand
dissolution or annulment (in rechte ontbinding of vernietiging vorderen) of, in full or in
part, the Agreement after the Closing Date.

	 
	 	 	If any part of this Agreement is found by any court or other competent authority to be
invalid, unlawful or unenforceable then such part shall be severed from the remainder of
this Agreement which shall continue to be valid and enforceable to the fullest extent
permitted by law.

	 
	14.5	 	Prevalence of Agreement

	 
	 	 	In the event of any conflict between the terms of this Agreement and those of the Company’s
Articles of Association then the terms of this Agreement shall prevail.

	 
	14.6	 	Amendments and modifications

	 
	 	 	This Agreement shall not be amended, supplemented or modified except by written instrument
signed by all the Parties hereto or their respective duly empowered representatives.

	 
	14.7	 	Confidentiality

	 
	 	 	Each Party shall keep confidential any information about the content of this Agreement.

	 
	14.8	 	Notices

	 
	 	 	Any notice required or permitted under the terms of this Agreement or required by statute,
law or regulation shall (unless otherwise provided by this Agreement or the statute, law or
regulation concerned) be in writing and shall be sufficiently given if delivered by hand or
sent by [air/registered/first class pre-paid] mail or facsimile to the Parties as follows:





in the case of Seller or Parent to:



Elgin Sweeper Company

1300 W. Bartlett Road

Elgin, IL 60120

Attention: Charles F. Avery, Jr.

Fax: +01 (847) 741-5547



In addition, the fax number for Jennifer Sherman is +01 (866) 229-4459



with copy to



Federal Signal Corporation
1415 W. 22nd Street, Suite 1100




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Oak Brook, IL 60523

USA

Facsimile: +01 (866) 229-4459

Attn: General Counsel : Jennifer Sherman



in the case of Purchaser to:



Mr Emmanuel Clerc or Mr Christian Barbelanne

173 rue du Palais, 33000 Bordeaux France

Fax : 00 33 (0) 5 56 5160 47



with copy to Landwell & Associés

61 rue de Villiers, 92200 Neuilly sur Seine

For the attention of Christophe Guénard



or to such other address or facsimile number as may from time to time be designated by any

Party for the purposes of this Section.



Any such notice shall be in the English language.





	14.9	 	Governing law

	 
	 	 	This Agreement shall be governed by, interpreted and constructed in accordance with the laws
of the Netherlands.

	 
	14.10	 	Entire Agreement/No Third Party Beneficiaries

	 
	 	 	This Agreement (including the Schedules herein which are hereby incorporated by reference
and the other agreements executed simultaneously herewith) constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all prior
agreements.

	 
	14.11	 	This Agreement may be signed in a number of counterparts, each of which shall be an
original, but only all of which, when taken together, shall constitute one and the same
document.





This Agreement is executed in English in Bordeaux, France.



On 16 July 2009



In two (2) originals, one for the Seller and Parent and one for Purchaser




	 	 	 
	FAYAT


	 	FEDERAL SIGNAL B.V.

	Represented by Mr Jean-Claude Fayat


	 	Represented by Mr William H Osborne

	 

	 	 

	 


	 	FEDERAL SIGNAL CORPORATION

	 


	 	Represented by Mr William H Osborne








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