Dr. Markus Martin,

Mr. Oleg Goldschmidt,

/s/ Dr. Markus Martin

/s/ Dr. Philipp Pordzik

/s/ Oleg Goldschmidt

NORMA Group SE, a European company (Societas Europaea) incorporated under the laws of Germany, having its registered seat in Maintal, Germany, registered with the commercial register of the local court of Hanau under no. HRB 94473, with business address at Edisonstr. 4, 63477 Maintal, Germany (“Seller”); and

Advanced Drainage Systems, Inc., a corporation incorporated under the laws of the State of Delaware, USA, registered with the Corporation Registry of the Division of Corporations of the Secretary of State of the State of Delaware under file number 648730, with business address at 4640 Trueman Boulevard, Hilliard, Ohio 43026, USA (“Purchaser”).

Seller Group, as part of its global operations, conducts the water management business described in Exhibit (A)-A (the “Business”; any business activities of any Seller Group Entity other than the Business, collectively, the “Retained Business”) across multiple jurisdictions, mainly through several indirect subsidiaries, specifically those listed in Exhibit (A)-B (the “Companies”) and their respective subsidiaries, as further specified in this Agreement.

The shares in the Companies are directly held by the local share transferors (the “Local Share Transferors”) identified in Exhibit (A)-B.

Purchaser is a manufacturer of water management solutions for use across a broad range of applications, including residential, non-residential, infrastructure and agricultural applications.

Seller intends to sell and, through the applicable Local Share Transferors, assign and transfer all shares in the Companies to Purchaser and/or one or more Affiliates of Purchaser. Purchaser, together with any of its Affiliates acquiring shares in the Companies, intends to purchase and acquire all such shares, in each case in accordance with the terms and conditions of this Agreement.

Definitions and Interpretation

Current Status

Seller indirectly holds the following shares in the Companies, which are directly held by the Local Share Transferors:

all shares (i.e. 100,000 shares of common stock with a par value of USD 0.01 (in words: one U.S. cent) each) in National Diversified Sales, Inc. (“NDS”, and the shares, the “Sold NDS Shares”);

all shares (i.e. 100% of the share capital in the amount of EUR 20,000 (in words: twenty thousand Euros)) in Teco S.r.l. (the “Sold Teco Shares”);

all shares (i.e. 23,847,005 shares with a nominal amount of INR 10 (in words: ten Indian Rupee) each) in Kimplas Piping Systems Private Limited (the “Sold Kimplas Shares”), including one minority share (the “Minority Share”) held by the Local Share Transferor NORMA Group Holding GmbH; and

all shares (i.e. 1,980,000 ordinary shares) in NORMA Products Malaysia Sdn. Bhd. (the “Sold NORMA Products Shares”);

The Companies hold equity interests in the legal entities set forth in Exhibit 2.2 (the “Subsidiaries”; and together with the Companies, the “Target Group Companies”).

Sale and Transfer of the Sold Shares

Seller hereby sells to Purchaser, and Purchaser hereby purchases from Seller, the Sold Shares (except for the Minority Share).

On the Scheduled Closing Date, Seller shall cause the Local Share Transferors, and subject to Section 3.4, Purchaser shall, and shall cause the Minority Share Purchaser (as defined below), to enter into the share transfer agreements substantially in the form attached hereto as Exhibit 3.2 (the “Local Share Transfer Agreements”) in order to

assign and transfer, and to the extent required pursuant to applicable local law, sell, the Sold Shares (except for the Minority Share) to Purchaser (or the applicable Acquiring Purchaser Affiliate), and

sell, assign and transfer the Minority Share to a Purchaser Affiliate Notified by the Purchaser to the Seller (the “Minority Share Purchaser”) no later than ten (10) Business Days prior to the Scheduled Closing Date,

The Local Share Transfer Agreements are subject to any changes (i) required to satisfy requirements of applicable law in the applicable jurisdiction, or (ii) jointly agreed upon by the Parties.

Purchaser may, by Notice to Seller to be delivered by no later than the 10^th Business Day prior to the Scheduled Closing Date, designate one or more Purchaser Affiliates to enter into the Local Share Transfer Agreements (any such Purchaser Affiliate, an “Acquiring Purchaser Affiliate”). Any such designation shall not relieve Purchaser of any of its obligations or liabilities under or in connection with this Agreement. Purchaser shall procure that no Acquiring Purchaser Affiliate shall raise any claims against the Seller or any of the Local Share Transferors under or in connection with this Agreement or any of the Local Share Transfer Agreements other than claims for the transfer of the Sold Shares against the applicable Local Share Transferor. Purchaser shall be jointly and severally liable for any obligations and liabilities of any of the Acquiring Purchaser Affiliates.

As promptly as practicable after the Signing Date, Seller shall, and shall cause Kimplas Piping Systems Private Limited to, use commercially reasonable efforts to take such actions as are reasonably requested by Purchaser in writing for the purposes of perfecting the Local Share Transferor NORMA Group Holding GmbH’s title to the Minority Share and effecting the transfer of the Minority Share to Purchaser pursuant to this Agreement, including by using commercially reasonable efforts to cause the individual set forth in Exhibit 3.5 to execute such documents (including duly stamped share transfer forms, Form FCTRS and any other instruments of transfer as required under applicable law) and take such other actions (including making all required filings and submissions under applicable law including filings with Reserve Bank of India) as may be reasonably requested by Purchaser in writing to release any claim that such employee may have to any interest in the Minority Share and confirm the Local Share Transferor NORMA Group Holding GmbH’s title to the Minority Share.

Effective Date

Definition

Interim Period

In the period between the Effective Date and the fulfilment of the Transfer Condition, Seller’s obligations pursuant to Section 24.1 shall continue to apply; and Seller shall procure that no Post–Effective Date Leakage occurs (the “No-Leakage Undertaking”).

“Post–Effective Date Leakage” means any transfer of value from any Target Group Company to, or for the benefit of, a Seller Group Entity, including the following:

any dividend or distribution (whether in cash or in kind) or return of capital (whether by way of capital reduction, redemption or share buy-back) to Seller or any Seller Affiliate;

any transfer of assets or payment of any charge or fee to Seller or any Seller Affiliate, unless made under commercial agreements in the ordinary course of business and on arm’s-length terms;

any waiver or release of any liability owed to a Target Group Company by Purchaser or any Purchaser Affiliate; and

any agreement or commitment to do any of the foregoing.

Seller shall, between the Effective Date and the Closing, not take any actions or cause any Target Group Company to take any actions that result in the incurrence of any obligation or liability that would have constituted Effective Date Financial Debt had it been outstanding as of the Effective Date (“Post–Effective Date Debt”).

Purchaser’s sole and exclusive remedy for any breach by Seller of this Section 4.2 will be a dollar-for-dollar reduction of the Purchase Price by an amount equal to the Post-Effective Date Leakage and/or the Post-Effective Date Debt.

Purchase Price; Preliminary Purchase Price

Purchase Price

The purchase price (the “Purchase Price”) to be paid by Purchaser as consideration for the Sold Shares shall be the aggregate of

a fixed amount of USD 1,000,000,000 (in words: one billion U.S. dollars) (the “Base Amount”);

minus the Effective Date Financial Debt of the Target Group Companies as per the Effective Date, as determined in the Final Effective Date Statements;

plus the Effective Date Cash of the Target Group Companies as per the Effective Date, as determined in the Final Effective Date Statements;

plus the amount by which the Effective Date Net Working Capital of the Target Group Companies as per the Effective Date, as determined in the Final Effective Date Statements, exceeds the Target Net Working Capital, or minus the amount by which the Effective Date Net Working Capital of the Target Group Companies as per the Effective Date, as determined in the Final Effective Date Statements, falls short of the Target Net Working Capital.

A sample calculation of the Purchase Price is attached hereto as Exhibit 5.1.2.

Definitions of Variable Purchase Price Elements:

“Effective Date Cash” means the aggregate amount of the items defined as “Cash” in Exhibit 5.1.3.

“Effective Date Financial Debt” means the aggregate amount of the items defined as “Financial Debt” in Exhibit 5.1.3.

“Effective Date Net Working Capital” means the aggregate amount of the items defined as “Net Working Capital” in Exhibit 5.1.3.

“Target Net Working Capital” shall be an amount of USD 83,500,000 (in words: eighty-three million five hundred thousand U.S. dollars).

For the purposes of the Effective Date Statements, only the items listed in Exhibit 5.1.3 shall be taken into account when determining Effective Date Cash, Effective Date Financial Debt and Effective Date Net Working Capital.

Preliminary Purchase Price

As preliminary consideration for the Sold Shares, Purchaser shall, on the Scheduled Closing Date, pay to Seller (acting on its own behalf and as payment agent of the Local Share Transferors) an amount equal to the aggregate of the amounts referred to in Sections 5.1.1a) to d) (the “Preliminary Purchase Price”), whereby the variable purchase price elements set forth in Sections 5.1.1b) to d) shall be determined based on a good faith estimate of Seller as set forth in Section 5.2.2 below.

No later than ten (10) Business Days prior to the Scheduled Closing Date, Seller shall deliver to Purchaser a Notice which sets forth Seller’s good faith estimate of the variable purchase price elements set forth in Sections 5.1.1b) to d) as of the Effective Date and a calculation of the Preliminary Purchase Price (the “Preliminary Purchase Price Estimate”) taking into account the principles set forth in Section 6.1.1b). The Preliminary Purchase Price Estimate shall be final and binding for the purpose of the determination of the Preliminary Purchase Price, provided that Purchaser shall be given the opportunity to review and to comment prior to the Scheduled Closing Date (such comments to be reflected if they are considered reasonable by Seller in good faith decision, it being understood that Seller’s decision shall be final and binding for purposes of the Preliminary Purchase Price Estimate, even if comments of Purchaser are not reflected).

Purchase Price Adjustment

Effective Date Statements

Preparation of Effective Date Statements

In order to determine the Purchase Price and the Adjustment Amount, Seller shall, within seventy-five (75) Business Days after the Effective Date, set up and deliver in the format attached hereto as Exhibit 6.1.1a) to Purchaser (i) an unaudited combined balance sheet of the Target Group Companies as of the Effective Date in accordance with the principles set forth in lit. b) below, (ii) a calculation of the Effective Date Cash, the Effective Date Financial Debt and the Effective Date Net Working Capital as of the Effective Date, and (iii) a calculation of the Purchase Price (collectively, the “Effective Date Statements”).

The Effective Date Statements shall be prepared in accordance with the terms of the Agreement and the principles set forth in aa) through cc) below:

the specific accounting principles, policies and procedures set forth in Exhibit 6.1.1b)aa);

to the extent not inconsistent with paragraph aa) and only to the extent consistent with IFRS, complying with the principles, methodologies, and policies of accounting and valuation consistency (Bilanzierungs- und Bewertungskontinuität), in particular by applying the same valuation criteria (Bewertungskriterien), and depreciation principles (Abschreibungsgrundsätze), as well as voluntary accounting treatments permitted by IFRS (Wahlrechte) as applied in preparing the combined balance sheet set forth in the Financial Information (as defined in the Warranty Catalogue) as of December 31, 2024; and

to the extent not already addressed in aa) or bb), IFRS;

Purchaser shall, from the Effective Date until the Effective Date Statements have become final and binding pursuant to Section 6.1.2, cause the Target Group Companies to provide Seller and its professional advisors with all documents, information and assistance reasonably necessary for the preparation and final determination of the Effective Date Statements without undue delay (unverzüglich). This shall include the opportunity to have reasonable access to the IT accounting system, to visit and inspect the properties, assets and premises of the Target Group Companies (subject to the execution of customary and reasonable access letters which shall not unreasonably restrict or delay such access and shall not impose any obligations or liabilities on the Seller or its professional advisors beyond those set forth in this Agreement) during normal business hours, the right to examine, copy or photograph the assets, documents, records and accounts, in each case to the extent reasonably necessary for such preparation and without unreasonably disrupting the operations of Purchaser or the Target Group Companies, and the opportunity to discuss with the management and relevant employees of Purchaser and the Target Group Companies all matters which are reasonably necessary for the preparation of the Effective Date Statements.

Final Effective Date Statements

Purchaser has not raised objections against the Effective Date Statements pursuant to Section 6.1.3a);

Seller and Purchaser have reached an agreement regarding disputed items pursuant to Section 6.1.4a);

the Neutral Expert has decided about the unresolved disputed items pursuant to Section 6.1.4c); or

neither Party has requested that the items in dispute be resolved by the Neutral Expert pursuant to Section 6.1.4f)

Review by Purchaser

For the purposes of Purchaser’s review, Seller shall provide Purchaser and its professional advisors with documents, information and assistance in the possession of Seller and reasonably necessary for the review and shall provide Purchaser with reasonable opportunity, under the supervision of Seller, to discuss with the relevant employees of Seller Group matters which are reasonably necessary for the review. Purchaser shall raise its objections against the Effective Date Statements, if any, within 45 Business Days after receipt of the Effective Date Statements by providing Seller with a Notice including (i) a statement of objections, specifying the relevant positions, line items, reasons for each objection, items or amounts in reasonable detail, and (ii) a revised version of the Effective Date Statements reflecting such objections.

If and to the extent Purchaser did not raise objections in accordance with and within the period set forth in Section 6.1.3a), Purchaser shall be deemed to have agreed to the Effective Date Statements and the Effective Date Statements shall become final and binding on such positions upon the expiry of the time period set forth in Section 6.1.3a).

Dispute Resolution

If and to the extent Purchaser has raised objections against the Effective Date Statements or items thereof in accordance with Section 6.1.3a), Seller and Purchaser shall discuss the disputed matters in good faith in order to reach an agreement on the disputed items and adjustments (if any) to be made to the Effective Date Statements. To the extent that Seller and Purchaser reach an agreement on the disputed items, such agreement to be made by way of Notice, the Effective Date Statements shall become final and binding on such positions.

To the extent Seller and Purchaser are unable to reach such agreement on disputed items within thirty (30) Business Days after Purchaser has provided its objections against the Effective Date Statements, the items of the Effective Date Statements still in dispute between the Parties shall, upon request of Seller or Purchaser (by way of Notice), be decided by BDO USA, P.C. (“BDO”) as a neutral expert (the “Neutral Expert”). If BDO refuses to act as a Neutral Expert, another internationally reputed auditing firm with M&A experience shall be appointed as Neutral Expert by the German Institute of Public Accountants (Institut der Wirtschaftsprüfer in Deutschland e.V.) upon written request of Seller or Purchaser. Seller and Purchaser shall jointly instruct the Neutral Expert to decide the issues in dispute in accordance with the provisions of this Agreement by way of a written expert’s opinion (Schiedsgutachten). The Neutral Expert shall act as an expert (Schiedsgutachter), not as an arbitrator. In its decision, the Neutral Expert shall be bound by the framework established by the differing positions of Seller and Purchaser. The accounting and valuation standards and principles referred to in Sections 5 and 6 shall also apply to such decision. The Neutral Expert shall neither interpret this Agreement nor decide upon legal issues unless such legal issues regard the applicable accounting and valuations standards and principles.

Seller and Purchaser shall cooperate with and assist, and shall procure that their respective professional advisors and accountants cooperate with and assist, and Purchaser shall cause the Target Group Companies to cooperate with and assist, the Neutral Expert in conducting its analysis. This shall include providing the Neutral Expert with the Effective Date Statements, the statements of objections and all other documents and information reasonably required by the Neutral Expert for the preparation of its decision.

The Neutral Expert shall give Seller and Purchaser adequate opportunity to present their point of view in writing and at least one (1) hearing to be held in the presence of Seller, Purchaser and their professional advisors and accountants.

The Neutral Expert’s decision and the Effective Date Statements as determined by the Neutral Expert shall be final and binding on the Parties (except for calculation errors or other obvious mistakes or for willful misconduct (Vorsatz) or fraud (Arglist)) for the purpose of determining the Purchase Price. Section 319 (1) BGB shall not apply.

If neither Party requests, within sixty (60) Business Days of expiry of the period set forth in Section 6.1.4b), that the items still in dispute be decided by the Neutral Expert, Purchaser shall be deemed to have agreed to such items as reflected in the Effective Date Statements and the Effective Date Statements shall become final and binding on such positions upon the expiry of the sixty (60) Business Days period.

Costs in connection with the Effective Date Statements

Seller shall bear the costs and expenses of the preparation of the Effective Date Statements pursuant to Section 6.1. Purchaser shall bear the costs and expenses of its own review of, and preparation of objections to, the Effective Date Statements.

The fees and disbursements of the Neutral Expert shall be borne by Seller or Purchaser in proportion to their respective success and failure (i.e., in accordance with the principles laid down in sections 91 et seqq. German Code of Civil Procedure (Zivilprozessordnung)) as determined by the Neutral Expert. If any advance payments need to be made to the Neutral Expert before the respective success and failure have been determined, such advance payments shall be made 50% by Seller and 50% by Purchaser and shall be balanced according to sentence 1 following the decision of the Neutral Expert.

Determination of Adjustment Amount

If, as determined pursuant to Sections 5.1 and 6.1.2, the Purchase Price exceeds or falls short of the Preliminary Purchase Price, Purchaser (acting on its own behalf and/or on behalf of any Acquiring Purchaser Affiliate) shall pay to Seller (acting on its own behalf and as payment agent of the Local Share Transferors) or Seller (acting on its own behalf and as paying agent of the Local Share Transferors) shall pay to Purchaser (acting on its own behalf and/or on behalf of any Acquiring Purchaser Affiliate) an amount equal to such excess or shortfall, as the case may be (the “Adjustment Amount”).

The Adjustment Amount becomes due on the tenth (10^th) Business Day after the Final Effective Date Statements have been determined.

VAT; Withholding Tax; Transfer Taxes

It is the common understanding of the Parties that the sale and/or transfer of the Sold Shares is not subject to or exempt from VAT. Seller shall not opt in favor of, and shall not waive any exemption from, VAT in respect of the execution and/or consummation of this Agreement (or any transaction contemplated herein).

The Purchase Price, the Preliminary Purchase Price and the Adjustment Amount to be paid by Purchaser (or an Acquiring Purchaser Affiliate) to Seller (or the Local Share Transferors) are meant to be net amounts that do not include any VAT. If and to the extent that the execution and/or consummation of this Agreement (or any transaction contemplated herein) is subject to VAT, such VAT shall be borne by Purchaser, and shall be additionally paid by Purchaser to Seller if and to the extent such VAT is owed by Seller (or any Local Share Transferor) and not by the Purchaser under the reverse charge mechanism to the competent Taxing Authority, unless and to the extent Seller (or any Local Share Transferor) has opted in favor of, or waived any exemption from, VAT in respect of the execution and/or consummation of this Agreement (or any transaction contemplated herein) in which case the respective amount under this Agreement will be inclusive of VAT. VAT is due for payment as soon as Purchaser has received from Seller an invoice which complies with mandatory law.

The Parties agree and acknowledge that no deduction or withholding from any payment by Purchaser (or an Acquiring Purchaser Affiliate) to Seller (or the Local Share Transferors) of the Purchase Price, the Preliminary Purchaser Price or the Adjustment Amount (except for payments with respect to the Sold Kimplas Shares, any applicable deduction or withholding with respect to which may have to be made pursuant to the applicable Local Share Transfer Agreement) is required as of the date hereof under applicable law. If, contrary to the Parties’ expectations (other than with respect to the Sold Kimplas Shares, in respect of which the Parties agree withholding may apply), Purchaser (or an Acquiring Purchaser Affiliate) is required to deduct and withhold any Tax under applicable law or an order from a Taxing Authority from any payments of the Purchase Price, the Preliminary Purchase Price or the Adjustment Amount (such Tax, including with respect to the Sold Kimplas Shares, “Withholding Tax”), the Withholding Tax will be deemed, as between the Parties, as payment in fulfilment of Purchaser’s payment obligations under this Agreement or the applicable Local Share Transfer Agreement, and consequently such payment obligations will be settled in the amount of the Withholding Tax. Seller and the Local Share Transferors are not entitled to, and shall not, claim from Purchaser or an Acquiring Purchaser Affiliate the payment of any amounts in addition to the payments after any such deduction or withholding has been made. This includes that Purchaser and an Acquiring

Any Transfer Tax incurred as a consequence of (or in connection with) the execution and/or consummation of this Agreement (or any transaction contemplated herein) shall be borne by Purchaser and Purchaser shall indemnify (freistellen) Seller and its Affiliates accordingly.

Claims under this Section 6.3 shall become time-barred six (6) months after the expiration of the applicable limitation period of the relevant Tax.

Payments

Any payments to Seller under or in connection with this Agreement shall be made by Purchaser by wire transfer in immediately available funds free of any kind of deductions, any bank or other charges (except for charges by the recipient bank) to the bank account set out in Exhibit 7.1 or other bank account as Notified to Purchaser by Seller at least five (5) Business Days prior to the relevant due date.

Any payments to Purchaser under or in connection with this Agreement shall be made by Seller by wire transfer in immediately available funds free of any kind of deductions, any bank or other charges (except for charges by the recipient bank) to a bank account Notified by Purchaser to Seller at least five (5) Business Days prior to the relevant due date.

No Party is entitled to exercise any right to set-off, retention or other right to refuse performance (Aufrechnung, Zurückbehaltung oder sonstige Leistungsverweigerungsrechte) with respect to any of its payment obligations under or in connection with this Agreement, except to the extent the respective claim was acknowledged (anerkannt) in writing or has been awarded in a legally binding (rechtskräftig) decision in principal proceedings (im Hauptsacheverfahren) by a competent court or arbitral tribunal.

Should any Party fail to pay any amount payable by it under or in connection with this Agreement on its due date, such Party shall be in default from the due date of the unpaid amount without further notice being required. Interest shall accrue on the unpaid amount from (and including) the day following the due date up to (and including) the date of actual payment at a rate of eight (8) percentage points above the base interest rate (Basiszinssatz gemäß § 247 BGB) per annum. Further claims and remedies of Seller and Purchaser in connection with such failure shall remain unaffected.

Employees and Benefits

Exhibit 8.1 contains an anonymous list of certain Business Employees, stating personnel number, function, employing entity and jurisdiction, who, as of the date of this Agreement, are not employed by any Target Group Company (the “Additional Business Employees”). Exhibit 8.1 may be mutually updated by the Parties between the Signing Date and the Closing Date to add any additional employees of the Seller Group Entities who are identified in good faith following the Signing Date as employees that the Parties intend to qualify as Additional Business Employees (and therefore, should have been listed in Exhibit 8.1 as of the Signing Date). With respect to the Additional Business Employees, the following applies:

Seller shall procure, in good faith consultation with Purchaser, that each Additional Business Employee either (i) receives an offer of employment from a professional employer organisation (employer of record) (each such professional employer organisation, an “Employer of Record”) or (ii) receives an offer of employment from one of the Target Group Companies, each with the presumed Effective Date or any date before such date (the individual employee’s “Transfer Date”) as the starting date. Seller shall (i) consult in good faith with Purchaser regarding, and provide Purchaser the opportunity to review and provide comment on, the structure and terms of any transfers of employment of Additional Business Employees, including with respect to the structure, cost and other terms of any contract or arrangement with any applicable Employer of Record and (ii) consider any comments in good faith, provided that Seller shall in any event thereafter be entitled to proceed with the offers without Purchaser’s consent. The offer of employment shall take into account the relevant Additional Business Employee’s seniority with the Additional Business Employee’s previous employer and shall provide for employment conditions which are identical or similar to, but no more favorable than, those conditions which apply for the employment with the Additional Business Employee’s employer until the individual Transfer Date.

Seller shall furthermore procure, in good faith consultation with Purchaser, that, where an Additional Business Employee accepts the offer of employment, (i) in the case of Additional Business Employees who receive offers from an Employer of Record, a Target Group Company enters into an agreement with the respective Employer of Record pursuant to which the Employer of Record formally employs the Additional Business Employee and makes the employee available to such Target Group Company at the sole cost and expense of such Target Group Company, and (ii) the previous employer terminates the employment with effect of the day preceding the individual Transfer Date. Where practically feasible, offer of employment and termination of employment may be combined in one tripartite agreement.

To the extent the Parties determine prior to making an offer of employment in accordance with Section 8.1(a) that a transfer of employment of any Additional Business Employee pursuant to the provisions of Section 8.1(a) is not reasonably feasible, the Parties shall cooperate in good faith and mutually agree as to an alternative mechanism which would allow the Business to receive the respective Additional Business Employee’s services following the Closing, at least for an interim period, to the extent legally permissible. Notwithstanding anything to the contrary herein, if any Additional Business Employee does not accept employment with the Target Group (or an Employer of Record providing that Additional Business Employee to a Target Group Company) (the “Non-Transferring Additional Business Employees”) by the Effective Date, neither Purchaser nor any Purchaser Affiliate (including the Target Group Companies) will be required to compensate or indemnify Seller or any other Beneficiary in respect thereof.

Exhibit 8.2 contains an anonymous list of employees, stating personnel number, function and employing entity, who, as of the date of this Agreement, are employed by any of the Target Group Companies, but who are not intended to be employed at the Target Group Companies at the Closing (the “Non-Business Employees”). Exhibit 8.2 may be mutually updated by the Parties between the Signing Date and the Closing Date to add any additional employees of the Target Group Companies who are identified in good faith following the Signing Date as employees that the Parties intend to qualify as Non-Business Employees (and therefore, should have been listed in Exhibit 8.2 as of the Signing Date). Seller shall procure that, with respect to each Non-Business Employee, one of the following alternatives is implemented, as determined in Seller’s sole discretion:

Seller shall procure that the relevant Target Group Company effectively terminates the employment with the relevant Non-Business Employee with effect before or at the latest on the Effective Date (provided that any severance or other termination-related payments or liabilities in respect thereof which are not settled before the Effective Date shall be taken into account as Effective Date Financial Debt in the calculation of the Purchase Price); or

Seller shall procure that the relevant Non-Business Employee receives an offer of employment from a Seller Group Entity or, in Seller’s sole discretion, an Employer of Record, with a Transfer Date as the starting date. The offer shall take into account the relevant Non-Business Employee’s seniority with the Non-Business Employee’s previous employer and shall provide for employment conditions which are identical or similar to those conditions which apply for the employment with the Non-Business Employee’s employer until the individual Transfer Date. Seller shall furthermore procure that, where a Non-Business Employee accepts the offer of employment, (i) in the case of Non-Business Employees to be employed by an Employer of Record, a Seller Group Entity enters into an agreement with the respective Employer of Record pursuant to which the Employer of Record formally employs the Non-Business Employees and makes the employee available to such Seller Group Entity at the sole cost and expense of such Seller Group Entity, and (ii) the previous employer terminates the employment with effect of the day before the individual Transfer Date. Where practically feasible, offer of employment and termination of employment may be combined in one tripartite agreement.

Seller shall instruct (anweisen) NDS to use commercially reasonable efforts to establish, in good faith consultation with Purchaser, the employee benefit plans for the provision of health and welfare benefits as set forth in Exhibit 8.3 for the Business Employees employed by NDS as soon as reasonably practicable after the Signing Date, the material terms of which (including with respect to benefits, coverage and cost) shall be substantially comparable to the terms of the health and welfare Employee Plans in which Business Employees employed by NDS are eligible to participate as of the Signing Date and otherwise determined in good faith consultation with Purchaser.

As promptly as practicable after the Signing Date, Seller shall provide Purchaser an analysis as to any “excess parachute payments” within the meaning of Section 280G of the Code which may become payable in connection with the Transaction.

As promptly as practicable (and in no event later than twenty (20) Business Days) after the Signing Date, Seller shall provide Purchaser with updated versions of Exhibits W 18.1 and W 18.2 of the Warranty Catalogue, which such updated exhibits shall reflect the list of Business Employees (and related information specified therein) current as of the Signing Date.

The Parties shall cooperate in good faith, if applicable, to satisfy, or cause to be satisfied, the information and consultation requirements in respect of any labor or trade union, works council or other employee representative body in respect of Business Employees, to the extent that they apply to the Transaction.

Transfer of Certain Contracts

The contracts listed in Exhibit 9.1 (the “Transferred Business Contracts”) relate to the Business and have been entered into by one or more members of the Seller Group with Third Parties. Seller shall use commercially reasonable efforts to transfer the Transferred Business Contracts, subject to the approval of the respective contract partner (if required) (each such consent an “Assignment Consent”), from the relevant Seller Group Entities to the relevant Target Group Companies specified in Exhibit 9.1, with full discharge (mit schuldbefreiender Wirkung) of the relevant Seller Group Entity, prior to the Effective Date.

If a required Assignment Consent is not obtained prior to the Effective Date (each such Transferred Business Contract to which no Assignment Consent has been obtained yet, a “Pending Business Contract”):

the relevant Pending Business Contract shall not be assumed prior to the Effective Date, but only when the Assignment Consent is granted (express or implied);

the Parties shall each continue to use commercially reasonable efforts to obtain the Assignment Consent, provided that, for the avoidance of doubt, the Parties shall not be obligated to agree to any alteration or modification of the Pending Business Contract, or to make any payments or offer any other benefits in order to obtain the Assignment Consent;

the Seller shall cause the relevant Seller Group Entity to, to the extent permitted by applicable law and the respective Pending Business Contract, remain a party to such Pending Business Contract for the remaining contract term (as applicable immediately prior to the Effective Date) or, if earlier, until the Assignment Consent is granted. During such period, Purchaser shall cause the relevant Target Group Company specified in Exhibit 9.1 to render the performances owed under the Pending Business Contracts to the extent not expressly prohibited by applicable law or the relevant contract partner;

the Parties shall cause the relevant Seller Group Entity and the relevant Target Group Company to – for their internal relationship – treat each other as if the respective Pending Business Contract had been transferred to such Target Group Company as of the Effective Date in accordance with the allocation principles set forth above, in particular:

the relevant Seller Group Entity shall forward to the relevant Target Group Company any payments, goods and other benefits received under these Pending Business Contracts, in each case within twenty (20) Business Days after the end of each calendar month, as if the Assignment Consent had been obtained on the Effective Date;

the relevant Target Group Company shall compensate the relevant Seller Group Entity for all costs, expenses, losses and other liabilities borne by such Seller Group Entity in relation to performing any Pending Business Contract, including any resulting from delayed or defective performance by the Target Group Company; and

the relevant Seller Group Entity shall comply with the relevant Target Group Company’s lawful instructions regarding the exercise of any rights or claims under the Pending Business Contract and shall apply the same care it generally exercises in the handling of its own contracts.

If a required Assignment Consent is not obtained within nine (9) months following the Effective Date, the relevant Seller Group Entity shall be entitled to terminate such Pending Business Contract with effect as of the earliest possible date after the Effective Date (or any later date) and Seller and the relevant Seller Group Entity shall not be subject to remedies, damages or a reduction of the Purchase Price.

The contracts listed in Exhibit 9.4 (the “Transferred Seller Contracts”) do not relate to the Business but to other businesses of Seller Group and have been entered into by one or more Target Group Companies with Third Parties. Seller shall, and shall instruct the relevant Target Group Companies to, use commercially reasonable efforts to transfer the Transferred Seller Contracts, subject to Assignment Consents (if required), from the relevant Target Group Companies to the relevant Seller Group Entities specified in Exhibit 9.4 with full discharge (mit schuldbefreiender Wirkung) of the relevant Target Group Company, prior to the Effective Date. Sections 9.2 and 9.3 shall apply mutatis mutandis to the Transferred Seller Contracts.

Transfer of Certain Inventories and Assets

With effect no later than the Effective Date, Seller shall cause Fijaciones NORMA, S.A.U. (“Fijaciones”) to sell and transfer all of the inventories owned by Fijaciones located at the warehouse at Narcis Monturiol, 116-118, 08902 L’Hospitalet de Llobregat, Spain, exclusively pertaining to the Business (the “Sold Inventories”) to a Target Group Company determined by Purchaser. Such transfer may be effected, inter alia, by way of invoice and delivery note or other customary transfer documentation, in each case in form and substance reasonably satisfactory to Purchaser and Seller. The purchase price for the Sold Inventories shall be equal to the net book value of such inventories as reflected in Fijaciones’s books and records as of the date of transfer and shall be due and payable as set forth in the transfer documentation.

With effect no later than the Effective Date, Seller shall cause NORMA Manufacturing NA SW, LLC to enter into an asset purchase and sale agreement in form and substance reasonably satisfactory to Purchaser and Seller in order to sell and transfer the assets set forth in Exhibit 10.2 to a Target Group Company determined by Purchaser for a purchase price equal to the net book value set forth therein.

With effect no later than the Effective Date, Seller shall use commercially reasonable efforts to transition any customer relationships and any related contracts (including purchase orders), if any, in each case exclusively pertaining to the Business and to which Fijaciones or NORMA Distribution France S.A.S. is a party, to a Target Group Company determined by Purchaser.

Ancillary Agreements

a transitional services agreement between NORMA Group Holding GmbH and the Companies, substantially in the form attached hereto as Exhibit 11a) (the “Transitional Services Agreement”);

a contract manufacturing agreement between NORMA Manufacturing NA SW, LLC and NDS, substantially in the form attached hereto as Exhibit 11b) (the “Contract Manufacturing Agreement”);

a distribution agreement between NDS, NORMA Products Malaysia Sdn. Bhd. and Kimplas Piping Systems Pvt. Ltd. (as suppliers) and NORMA Pacific Pty. Ltd. (as distributor), substantially in the form attached hereto as Exhibit 11c) (the “Distribution Agreement”);

warehouse and supply chain agreements between (i) Fijaciones NORMA, S.A.U. and Teco S.r.l. and (ii) NORMA UK Ltd. and Kimplas Limited, each in form and substance mutually acceptable to Purchaser and Seller and incorporating and reflecting the terms set forth in the term sheet attached hereto as Exhibit 11d) (the “Warehouse Agreements”), it being understood that if Purchaser and Seller cannot agree on the long-form Warehouse Agreement, the term sheet shall be binding as of the Closing Date and deemed sufficient to satisfy the Closing Action pursuant to Section 30.1f) with respect to the Warehouse Agreement, and the Parties shall continue to negotiate the long-form Warehouse Agreement as promptly as practicable after the Closing Date.

Termination of Intragroup Financing Agreements

With effect no later than the Effective Date, the Target Group Companies will cease to be financed under the intragroup financing of Seller Group, and the underlying financing agreements (the “Intragroup Financing Agreements”), in particular those listed in Exhibit 12.1, shall be terminated with respect to the Target Group Companies with effect as of the Effective Date at the latest. Seller shall procure that the relevant Seller Group Entities and the Target Group Companies take all measures necessary to effect the aforementioned termination with effect by no later than the Effective Date.

No later than five (5) Business Days prior to the Scheduled Closing Date, Seller shall Notify Purchaser of the anticipated outstanding balances under the Intragroup Financing Agreements as of the Effective Date in favor of Seller or another Seller Group Entity on the one hand, or the Target Group Companies on the other hand, as the case may be (each such notified amount an “Intragroup Debt Amount”).

To the extent Intragroup Debt Amounts are in favor of a Target Group Company, Seller shall pay, or cause each respective Seller Group Entity to pay, prior to the Effective Date, such amounts to the respective Target Group Company. To the extent Intragroup Debt Amounts are in favor of a Seller Group Entity, Seller shall cause each respective Target Group Company to pay, prior to the Effective Date, such amounts to the respective Seller Group Entity.

With effect as of the Effective Date, no Seller Group Entity shall have any liability vis-à-vis Purchaser or a Target Group Company under or in connection with Intragroup Financing Agreements. Subject to Closing, Purchaser (i) shall not, and shall procure that neither any Target Group Company nor any other person will, assert any claim against any Seller Group Entity under or in connection with any of the Intragroup Financing Agreements and (ii) shall indemnify (freistellen) the Seller Group Entities from any such claims (with regard to the Seller Group Entities other than Seller contract for the benefit of third parties (echter Vertrag zugunsten Dritter)). Section 35.3.1c) applies mutatis mutandis.

With effect as of the Effective Date, neither Purchaser nor any Purchaser Affiliates (including the Target Group Companies) shall have any liability vis-à-vis any Seller Group Entity under or in connection with Intragroup Financing Agreements. Seller (i) shall not, and shall procure that neither a Seller Group Entity nor any other person will, assert any claim against Purchaser or a Purchaser Affiliate (including the Target Group Companies) under or in connection with the Intragroup Financing Agreements and (ii) shall indemnify (freistellen) Purchaser and the Purchaser Affiliates (including the Target Group Companies) from any such claims (with regard to the Target Group Companies and other Purchaser Affiliates contract for the benefit of third parties (echter Vertrag zugunsten Dritter)).

Facilities Agreement

Certain Seller Group Entities are parties to a EUR 350,000,000 term and revolving credit facilities agreement originally dated November 22, 2019 (as amended and restated from time to time, the “Facilities Agreement”), with, among others, Commerzbank AG as agent (the “Facility Agent”) of the other finance parties (together with the Facility Agent, the “Finance Parties”). NDS is party to the Facilities Agreement as guarantor for certain of Seller’s and other Seller Group Entities’ obligations under the Facilities Agreement.

Seller shall, as soon as reasonably practicable after the Signing Date, but no later than on the Scheduled Closing Date, deliver to Purchaser a pdf copy of one or more executed resignation and release letters or resignation and release agreements executed by the Facility Agent and/or any other applicable Finance Party under the Facilities Agreement (collectively, the “Release Letters”), confirming the resignation of NDS from its capacity as guarantor pursuant to the terms of the Facilities Agreement and releasing NDS from all its liabilities and obligations under the Facilities Agreement in such capacity with effect as of the Effective Date, subject to the conditions to effectiveness to such resignation and release set forth in the Facilities Agreement.

Sections 16.2 through 16.4 apply mutatis mutandis for the benefit of Purchaser and the Purchaser Affiliates (including the Target Group Companies) and obligate Seller with respect to (i) any Credit Support Instruments granted by any Target Group Company for the benefit of any Seller Group Company (including the guarantor position of NDS under the Facilities Agreement) and (ii) any securities issued by Third-Party security providers with regard to any Seller Group Entity or the Retained Business in connection with which any Target Group Company may become liable, in each case of (i) and (ii) to the extent such Credit Support Instruments or securities do not also secure obligations of the Target Group Companies in respect of the Business.

Factoring Arrangements

NDS has entered into a factoring agreement with PB Factoring GmbH (the “Factor”) originally dated December 12 /18, 2018 (as amended from time to time, the “Factoring Agreement”) pursuant to which certain receivables of NDS are sold and assigned to the Factor on an ongoing basis. Under the Factoring Agreement, Seller has assumed joint and several liability towards the Factor for obligations of NDS thereunder (the “Factoring Joint and Several Liability”).

Seller shall cause NDS to terminate the Factoring Agreement, at Seller’s cost, with effect as of, or prior to, the Closing Date.

If and to the extent the Factor asserts any claims against any Seller Group Entity under or in connection with the Factoring Agreement or the Factoring Joint and Several Liability after the Closing Date, Section 16.4 shall apply mutatis mutandis.

Termination of other Intragroup Contracts

The Parties agree that the contracts between a Seller Group Entity on the one hand and a Target Group Company on the other hand (i) listed in Exhibit 15.1, (ii) entered into pursuant to this Agreement or (iii) entered into between the Signing Date and the Effective Date with Purchaser’s prior written consent, shall be continued after the Effective Date in accordance with their terms, in particular for the time period agreed in the respective contract (together the “Continued Intragroup Contracts”).

All contracts and arrangements between (i) a Seller Group Entity on the one hand and (ii) a Target Group Company, or any director, officer or employee of any Target Group Company, on the other hand that are not Continued Intragroup Contracts (together the “Discontinued Intragroup Contracts”) shall be terminated with effect as of the Effective Date without obligation of any party to a Discontinued Intragroup Contract to make compensation or other payments in connection with the termination, even if the respective Discontinued Intragroup Contract provides

Release from Intragroup Securities

Seller Group Entities have granted, issued or entered into (and, until the Effective Date may, but only in accordance with Section 24, grant, issue or enter into) guarantees, suretyships, letters of credit, letters of comfort, performance or warranty bonds or similar instruments, security interests or other agreements or commitments (including the assumption of joint liability or joint and several liability) to secure indebtedness or other obligations (whether actual or contingent, present or future) (collectively, “Credit Support Instruments”) of the Target Group Companies (such Credit Support Instruments, together with Credit Support Instruments granted for the benefit of any Target Group Company after the Signing Date in accordance with Section 24, the “Intragroup Securities”), including those listed in Exhibit 16.1. The Parties shall (including after Closing, to the extent required) cooperate and use commercially reasonable efforts to ensure that all Seller Group Entities are, as of the Effective Date or as soon as practicable thereafter, fully released from all (actual and contingent) obligations under the Intragroup Securities vis-à -vis the respective creditor.

If and to the extent a full release of Intragroup Securities has not been achieved prior to the Effective Date, and unless expressly stated otherwise herein, the Seller Group Entities will not be entitled to any fee and shall, subject to Section 16.4, not raise any claims against Purchaser or any Purchaser Affiliate (including the Target Group Companies) for the provision of Intragroup Securities after the Closing Date.

Sections 16.1 and 16.2 shall apply mutatis mutandis to the release of Seller Group Entities from obligations under securities issued by Third Party security providers (in particular banks or other financial institutions) with regard to Target Group Companies or the Business (such instruments collectively the “Third Party Securities”), including those listed in Exhibit 16.3.

If and to the extent Seller Group Entities are, after the Effective Date, held liable under any Intragroup Security or Third Party Security, Purchaser shall indemnify (freistellen) the Seller Group Entities from any such liabilities (with regard to Seller Group Entities other than Seller contract for the benefit of third parties (echter Vertrag zugunsten Dritter)). Recourse claims of Seller Group Entities against Target Group Companies remain unaffected. Sections 33.2, 33.3 and 35.3.1c) apply mutatis mutandis.

Resignation or Removal of Directors and Officers

Seller shall procure that, on or prior to the Scheduled Closing Date, (i) the directors, board members, officers and members of other corporate bodies of the Target Group Companies listed in Exhibit 17.1 and (ii) any individuals (a) appointed to such positions after the Signing Date and (b) employed by or otherwise engaged with any Seller Group Entity (the “Leaving Function Holders”) have either resigned or been removed from their positions with effect as of the Scheduled Closing Date at the latest.

Seller shall be entitled to (without having any obligation to do so) discharge (entlasten), or to cause its Affiliates and the Target Group Companies to discharge, all Leaving Function Holders at any time prior to the Scheduled Closing Date.

IT Separation and Costs

IT Separation

Costs of IT Separation

Except as expressly set forth in the IT Separation Plan, costs and expenses for the IT separation (regardless of whether incurred prior to or following the Effective Date) shall be borne by (i) Seller to the extent such costs and expenses relate to the separation from Seller Group’s IT systems and (ii) Purchaser to the extent such costs and expenses relate to the migration and integration into Purchaser group’s IT systems, including costs for the setup of a new IT environment and including all one-time costs and expenses in connection with the migration and integration of data made available by Seller or its Affiliates.

Seller and Purchaser shall reimburse each other for any such costs and expenses in accordance with the principles set forth in Section 18.2.1, provided that Seller shall not be obliged to compensate Purchaser for costs and expenses to the extent they have been treated as Effective Date Financial Debt or Effective Date Net Working Capital and thereby reduced the Purchase Price.

Insurances

Purchaser acknowledges that the insurance coverage provided for the Target Group Companies and their assets under the group insurance policies of Seller Group will automatically cease with effect as of the Closing Date. It is Purchaser’s responsibility (Obliegenheit) to obtain appropriate new insurance coverage for the Target Group Companies and their assets effective from (and including) the Closing Date, provided that Sections 19.2 to 19.4 shall remain unaffected.

With respect to the Seller Group insurance policies set forth in Exhibit 19.2 (the “Relevant Seller Group Insurance Policies”) the following shall apply: (a) for the period set forth in Exhibit 19.2 with respect to run-off coverage under each Relevant Seller Group Insurance Policy that is a claims-made policy, and (b) for three (3) years following the Closing Date with respect to each Relevant Seller Group Insurance Policy that is an occurrence-based policy, Seller shall allow the Target Group Companies, at Purchaser’s or the Target Group Companies’ cost, to assert claims under such coverage provided for in such Relevant Seller Group Insurance Policies with respect to incidents that occurred prior to the Closing Date, except to the extent provisions have been made for such damages or losses which have been treated as Effective Date Financial Debt or Effective Date Net Working Capital and reduced the Purchase Price. Upon Purchaser’s written (Textform) request, Seller shall, and shall procure that the relevant Seller Group Entities will, at Purchaser’s or the Target Group Companies’ cost, provide reasonable assistance to the relevant Target Group Company in connection with claims pursuant to the preceding sentence (including assisting the relevant Target Group Company in asserting claims). If and to the extent funds owed to any Target Group Company under the insurance coverage pursuant to this Section 19.2 are paid to any Seller Group Entity, Seller shall, and shall procure that the relevant Seller Group Entities will, transfer any proceeds received under such claims to Purchaser, or at Purchaser’s request, the respective Target Group Companies. For the avoidance of doubt, no Seller Group Entity shall be required to maintain, renew, or extend any insurance coverage after the Closing Date nor shall it be responsible for Purchaser successfully asserting claims under the applicable Seller Group insurance policies.

Upon Purchaser’s written (Textform) request, Seller shall, and shall, at Purchaser’s or the Target Group Companies’ cost, procure that the relevant Seller Group Entities (and, prior to Closing, the Target Group Companies) will, reasonably cooperate with Purchaser and Purchaser’s insurance brokers and carriers in connection with Purchaser’s efforts to obtain cyber insurance, director and officer insurance and management insurance coverage for the Target Group Companies following the Closing (including prior acts coverage). This includes, subject to customary confidentiality undertakings, the provision of available information on cybersecurity controls of the network of the Seller Group and the Target Group as well as copies of existing cyber insurance policies of any Seller Group Entities covering any Target Group Companies, as well as customary no claims declarations, in each case as reasonably requested by Purchaser.

If Purchaser is unable to obtain cyber insurance coverage for prior acts relating to periods prior to the Closing Date for the Target Group Companies effective as of Closing, Seller shall, at Purchaser’s or the Target Group Companies’ cost, maintain (or shall procure that the relevant Seller Group Entity will maintain) such insurance coverage for periods prior to the Closing Date for the Target Group Companies under the Seller Group’s existing cyber insurance policy or under equivalent insurance coverage until December 31, 2026, with coverage terms no less favorable than those applicable to the Target Group Companies as of the Signing Date. For the avoidance of doubt, Purchaser shall be solely responsible for asserting claims under such insurance and Seller shall, upon Purchaser’s written request and at Purchaser’s or the Target Group Companies’ cost, use commercially reasonable efforts to assist Purchaser in connection therewith.

Reverse Indemnity

Shareholder Indemnified Claims

Subject to Closing, Purchaser shall not, and shall procure that the Target Group Companies (after the Closing Date) and other Purchaser Affiliates will not, raise any claim against any Seller Group Entity (each a “Shareholder Beneficiary”) out of or in connection with

the Shareholder Beneficiary’s former direct or indirect shareholding in any Target Group Company,

the Business, or

the pre-closing transfers set forth in Sections 8 and 9,

From the Effective Date, Purchaser shall, subject to Closing, indemnify (freistellen) the Shareholder Beneficiaries from any Shareholder Indemnified Claims raised by or in the name of any Target Group Company (including by an insolvency administrator) or any other Purchaser Affiliate and from any costs and expenses arising in connection therewith.

Other Indemnified Claims

Subject to Closing, Purchaser shall not, and shall procure that the Target Group Companies (after the Effective Date) and other Purchaser Affiliates will not, raise any claim against any present or former director, officer, board member, corporate body or employee of any Seller Group Entity (each, subject to Section 20.2.2, an “Other Beneficiary”, and together with the Shareholder

For the avoidance of doubt, the Other Beneficiaries also include individuals who, prior to the Effective Date, served as directors, officers, members of corporate bodies and employees of any Target Group Company and who, as from the Effective Date or earlier, no longer serve in such capacity and serve as directors, officers, members of corporate bodies and employees of any Seller Group Entity.

From the Effective Date, Purchaser shall, subject to Closing, indemnify (freistellen) the Other Beneficiaries from any Other Indemnified Claims raised by or in the name of any Target Group Company (including by an insolvency administrator) or any other Purchaser Affiliate, and from any costs and expenses arising in connection therewith.

Indemnity Regarding Claims of Third Parties

Contract for the Benefit of Third Parties

Procedure

Retained Business Indemnity

Wrong-Pocket Transfers

Wrong-Pocket Assets

During the 18-month period following the Closing Date,

if a Party becomes aware of any Wrong-Pocket Business Asset or any Wrong-Pocket Retained Business Asset (together, “Wrong-Pocket Assets”), that Party shall Notify the other Party thereof without undue delay (unverzüglich);

upon Purchaser’s request and subject to Section 22.3, Seller shall, and shall procure that the Seller Group Entities will transfer any Wrong-Pocket Business Assets, at no cost, to a Target Group Company designated by Purchaser; and

upon Seller’s request and subject to Section 22.3, Purchaser shall procure that the Target Group Companies will transfer any Wrong-Pocket Retained Business Assets, at no cost, to a Seller Group Entity designated by Seller.

The following definitions apply:

“Wrong-Pocket Business Asset” means any asset owned by any Seller Group Entity that (i) during the 12-month period before the Signing Date, was exclusively used for the Business, (ii) has been accounted for in the Financial Information (as defined in the Warranty Catalogue) or the Final Effective Date Statements, or (iii) is listed in any Exhibit to the Warranty Catalogue as owned by any Target Group Company, but in each case of (i) to (iii) excluding any assets owned or otherwise held by Fijaciones, NORMA Distribution France S.A.S. or NORMA Pacific Pty. Ltd.

“Wrong-Pocket Retained Business Asset” means any asset owned by any Target Group Company that, during the 12-month period before the Signing Date, was exclusively used for the Retained Business.

If, within six (6) months following the Closing Date, the Purchaser Notifies Seller identifying any material asset owned by Fijaciones or NORMA Distribution France S.A.S. that (i) during the 12-month period before the Signing Date, was exclusively used for the Business, (ii) has been accounted for in the Financial Information (as defined in the Warranty Catalogue) or the Final Effective Date Statements, or (iii) is listed in any Exhibit to the Warranty Catalogue as owned by any Target Group Company, upon Purchaser’s request and subject to Section 22.3, Seller shall, and shall procure that the Seller Group Entities will, transfer any such asset, at no cost, to a Target Group Company designated by Purchaser.

Wrong-Pocket Contracts

If, during the 18-month period following the Closing Date, a Party becomes aware of any Wrong-Pocket Business Contract or any Wrong-Pocket Retained Business Contract (together, “Wrong-Pocket Contracts”), that Party shall notify the other Party thereof without undue delay (unverzüglich). Subject to Section 22.3, Section 9 applies mutatis mutandis to any Wrong-Pocket Contracts.

The following definitions apply:

“Wrong-Pocket Business Contract” means any contract to which any Seller Group Entity other than Fijaciones, NORMA Distribution France S.A.S. or NORMA Pacific Pty. Ltd. (but no Target Group Company) is a party and that (i) during the 12-month period before the Signing Date, was used, in whole, for the Business or (ii) is listed in any Exhibit to the Warranty Catalogue as purportedly being a contract to which any Target Group Company is a party.

“Wrong-Pocket Retained Business Contract” means any contract to which any Target Group Company (but no Seller Group Entity) is party that, during the 12-month period before the Signing Date, was used, in whole, for the Retained Business.

If, within six (6) months following the Closing Date, the Purchaser Notifies Seller identifying any material contract to which Fijaciones or NORMA Distribution France S.A.S. is a party and that (i) during the 12-month period before the Signing Date, was used, in whole, for the Business or (ii) is listed in any Exhibit to the Warranty Catalogue as purportedly being a contract to which any Target Group Company is a party, upon Purchaser’s request and subject to Section 22.3, Seller shall, and shall procure that the Seller Group Entities will, transfer any such contract, at no cost, to a Target Group Company designated by Purchaser.

Conflicts

A Wrong-Pocket Asset or a Wrong-Pocket Contract will not be subject to the transfers pursuant to this Section 22 (including the reference to Section 9) to the extent the benefit of that Wrong-Pocket Asset or a Wrong-Pocket Contract is made available to the Target Group or Seller Group, as applicable, under any Ancillary Agreement.

Sections 20 and 21 remain unaffected.

Regulatory Clearances

Purchaser shall procure that all filings to be made with competent public authorities (together the “Regulatory Clearance Authorities”) to obtain all regulatory clearances required for, or the expiration or termination of any waiting period applicable to, the Transaction (together the “Regulatory Clearances”), in particular

any merger control clearances, or expiration or termination of any waiting period applicable to, in particular in the jurisdictions set forth in Exhibit 23.1; and

any clearances pursuant to applicable foreign investment control laws, in particular in the jurisdictions set forth in Exhibit 23.1;

In connection with the filings pursuant to Section 23.1, Purchaser shall

take all reasonable action to furnish the Regulatory Clearance Authorities with all information required in good faith consultation with Seller who shall provide all required information as soon as reasonably practicable;

provide Seller, reasonably in advance (to the extent possible), with (i) copies of any intended material written communication with the Regulatory Clearance Authorities (in particular draft filings), and (ii) any supporting documentation or information reasonably requested by Seller, and (iii) inform Seller about any intended material oral communication with the Regulatory Clearance Authorities;

consider in good faith any reasonable comments of Seller which are provided promptly in relation to any intended material communication (and in particular draft filings) with the Regulatory Clearance Authority, to the extent (i) unrelated to Purchaser and the Purchaser Affiliates and (ii) permitted by applicable law;

keep Seller reasonably informed as to the progress of any filing and provide Seller with (i) copies of any material written communication received from any Regulatory Clearance Authority and (ii) summaries of any material oral communication with any Regulatory Clearance Authority (unless Seller and/or its advisors have participated therein);

reasonably inform Seller ahead of any meeting with a Regulatory Clearance Authority so as to enable Seller and/or its advisors to provide input for the preparation of such meetings and, if reasonably requested by Seller and its advisors, to participate (to the extent not prohibited by the relevant Regulatory Clearance Authority);

respond to and certify substantial compliance with any request for additional information and documentary material issued to Purchaser as soon as reasonably practicable; and

not withdraw (zurücknehmen) filings with the Regulatory Clearance Authorities or agree with such authorities on the extension of any examination period, except with the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed),

Purchaser shall use all reasonable best efforts to obtain all Regulatory Clearances so as to enable Seller and Purchaser to consummate the Transaction prior to the Cut-Off Date. Seller shall use commercially reasonable efforts to support Purchaser’s efforts to obtain all Regulatory Clearances, including compliance with Section 23.5. This includes that Seller shall, and shall procure that the Seller Group Entities will (i) make the filings pursuant to Section 23.1, (ii) respond as soon as reasonably practicable to any request for information by any Regulatory Clearance Authority made to Seller or any Seller Group Entity, and (iii) respond to and certify substantial compliance with any request for additional information and documentary material issued to Seller or any Seller Group Entity as soon as reasonably practicable. Notwithstanding anything to the contrary herein, the Parties’ efforts shall not include (and (a) neither Purchaser nor any Purchaser Affiliate (including, after the Closing Date, the Target Group Companies) is required to agree to, propose or effect, (b) nor are Seller or any Seller Group Entity required to agree to, propose or effect, (c) nor shall Seller or any Seller Group Entity (including, prior to the Closing Date, the Target Group Companies) agree to, propose or effect, without Purchaser’s prior consent by way of Notice) (i) the committing to or effecting of the sale, divesture or disposition of, or holding separate (through the establishment of a trust or otherwise) any assets, properties or businesses (or any parts thereof) of the Target Group Companies, the Business, Purchaser, any Purchaser Affiliate, Seller or any Seller Group Entity, (ii) the committing to, entering into or complying with other remedies or arrangements to avoid the effect of preventing the consummation of the Transaction, regardless of whether or not imposed in binding orders (Anordnungen), agreed upon with Regulatory Clearance Authorities in public law contracts (öffentlich-rechtliche Verträge), agreed upon in unilateral commitments (einseitige Zusicherungen)

Purchaser shall not be entitled to any compensation of costs or expenses, any adjustment or repayment of the Purchase Price, or to any (other) amendment of this Agreement in connection with or as a result of (i) any sale, disposition or other measure taken to obtain, or any proceedings in relation with, any Regulatory Clearance, (ii) non-compliance with any filing or notification requirements in any jurisdictions, or (iii) any decision by a Regulatory Clearance Authority prohibiting, restricting or otherwise altering any of the transactions contemplated by this Agreement. Claims of the Parties in connection with any breaches of this Section 23 by the other Party shall remain unaffected.

Seller shall cooperate with Purchaser in good faith for the purpose of the filings with the Regulatory Clearance Authorities and obtaining all Regulatory Clearances, including by providing (to the extent available if applying commercially reasonable efforts) the relevant information concerning the Target Group Companies as reasonably requested by Purchaser or its advisors and as requested by the competent Regulatory Clearance Authorities.

For the avoidance of doubt, the communication among the Parties in connection with this Section 23 shall be subject to (i) compliance with mandatory legal restrictions and (ii) appropriate measures to safeguard the confidentiality of competitively, commercially and/or otherwise sensitive information and business secrets (which shall, in particular, be provided on a counsel-to-counsel basis only).

If public authorities request that further filings being made or initiate ex officio review proceedings, Sections 23.1 to 23.6 shall apply mutatis mutandis.

Conduct of Business until the Closing Date

Seller shall procure that the Target Group Companies conduct the Business until the Closing Date, in all material respects, in the ordinary course of business, unless the relevant measure is a Permitted Measure.

Without limiting the generality of Section 24.1, Seller shall procure that the Target Group Companies (and the Local Share Transferors with respect to their shareholding in the Companies) do not take any of the following measures until the Closing Date, unless the relevant measure is a Permitted Measure:

with regard to any Target Group Company: (i) increase or decrease of the nominal or registered share capital, (ii) merger, demerger, spin-off, split-off or other company reorganization, (iii) redemption or issuance of shares or other instruments convertible into shares or (iv) dissolution or liquidation;

selling or transferring any shares or equity interest in any Target Group Company or any line of business;

granting of pre-emptive rights, rights of first refusal, options or similar rights or any encumbrances with respect to any shares or equity interest in any Target Group Company or any part of the Business (which is understood as a collective business operation rather than isolated assets);

declaration or payment of any distribution of profits or other dividend (including by repayment of any capital), to any Seller Group Entity;

amend any articles of association or other corporate organizational documents (unless immaterial) of any Target Group Company;

acquiring (i) any shares or equity interest in any entity or (ii) any line of business;

divestment of, or creation of any encumbrance on, any real property or any Material IP Rights (as defined in the Warranty Catalogue);

any capital expenditure in excess of USD 1,000,000 (in words: one million U.S. dollars), unless such expenditure is provided for in any plan or budget disclosed to Purchaser prior to the Signing Date;

entering into loan agreements or other financing agreements which otherwise increase any indebtedness of any Target Group Company exceeding USD 1,000,000 (in words: one million U.S. dollars), other than Intercompany Financing Agreements;

issuance of any Credit Support Instrument to secure any indebtedness of any Seller Group Entity or any Third Party;

entering into agreements, other than customer or supplier agreements, involving annual payment obligations in excess of USD 500,000 (in words: five hundred thousand U.S. dollars) in the individual case;

(i) hiring any Key Business Employee, (ii) terminating the employment of any Key Business Employee other than for cause and (iii) engaging in any reduction in force, group termination, furlough or similar action with respect to any Business Employees;

(i) granting any equity or equity-based awards or severance, change in control, retention or termination pay to any current or former Business Employees; (ii) entering into or materially amending any agreement on severance, employment, change in control, retention or termination pay with any current or former Business Employees, other than entering into any offer letter or employment contract with any newly hired individual who is not a Key Business Employee in the ordinary course of business consistent with past practice and (iii) discretionarily accelerating the vesting or payment of any such severance, change in control, retention, termination, equity or equity-based or other incentive awards or payments held by, any current or former Business Employees;

increasing the compensation or benefits provided to any current or former Business Employees, other than (x) where required by Law or Collective Bargaining Agreement as in effect as of the date hereof or as entered into or amended in accordance with paragraph q) below or (y) merit or promotion increases in the ordinary course of business consistent with past practice for Business Employees who are not Key Business Employees and which, in the aggregate, do not raise the relevant Target Group Company’s total personnel costs (Gesamtpersonalkosten) by more than 4% (provided that, in connection with any such increases, the Parties shall mutually cooperate in good faith with respect to any communications to Business Employees related to such increases);

establishing, entering into or amending any Employee Plan, other than changes made to Seller Plans in the ordinary course of business consistent with past practice which are not targeted specifically at the Business and do not materially increase costs for the Target Group Companies following Closing (unless otherwise mutually agreed by the Parties after consultation in good faith with respect thereto);

transferring the employment of any Business Employees from the Target Group Companies to the Seller Group or otherwise out of the Business or transferring the employment of any employee who is not a Business Employee from the Seller Group to the Target Group Companies or otherwise into the Business;

(i) entering into, materially amending or terminating any Collective Bargaining Agreement, unless the relevant Collective Bargaining Agreements applies (x) to employees in Germany or (y) to more employees of the Seller Group than Business Employees (in which case, for either prongs (x) or (y), the Parties shall consult in good faith regarding any actions with respect thereto); provided, however, any bargaining or negotiation with respect thereto that relates to the employment (or the terms and conditions thereof) of such Business Employees with Purchaser or any Purchaser Affiliates (including the Target Group Companies) following the Closing (other than German employees) shall require Purchaser’s mutual involvement and prior written consent), and (ii) recognizing any labor or trade union representing any Business Employees;

acknowledging claims (Anerkenntnis) of Third Parties in excess of USD 500,000 (in words: five hundred thousand U.S. dollars) in the individual case;

except with respect to U.S. federal and state income tax matters for NDS, making, changing or revoking any material Tax election, changing any method of Tax accounting that could reasonably be expected to result in a change in annual taxes payable of USD 1,000,000 or more, settling or compromising any material Tax liability or material claim for or right to

entering into any settlement agreement (Vergleich) with a settlement value exceeding USD 500,000 (in words: five hundred thousand U.S. dollars) in the individual case;

entering into, or amending, any agreements between any Target Group Company, on the one hand, and any Seller Group Entity, on the other hand (other than with respect to the delivery of goods or rendering of services in accordance with past practice and on arm’s-length terms); and

agree, whether in writing or otherwise, to do any of the foregoing.

Seller shall not, and shall procure that no other Seller Group Entity will, until the Closing Date, grant, issue or enter into any Intragroup Security or Third Party Security.

Purchaser shall not unreasonably withhold or delay any consent requested by Seller in connection with Sections 24.1 through 24.3. Purchaser shall be deemed to have granted its consent if Purchaser has not objected within five (5) Business Days after receipt of Seller’s request for consent (such request to be made by way of Notice). In deviation of Section 47.1, the requests for consent from Seller and the consents or rejections from Purchaser shall be sent to the respective other Party in text form (Textform) via email to the email addresses set forth in Exhibit 24.4. Each Party may replace the email addresses set forth for it for the purpose of this Section 24 by notification to the respective other Party in the form of Section 47.1.

“Permitted Measure” means any measure (i) provided for or otherwise contemplated by this Agreement (including its Exhibits), (ii) required to comply with applicable law or orders of a court or public authority, (iii) required to prevent the Business from suffering material harm, or (v) taken to fulfill obligations under contracts entered into by any Target Group Company prior to the Signing Date to the extent such contracts have been provided to Purchaser as part of the Due Diligence Information (vi) listed in Exhibit 24.5 or (v) approved by Purchaser in the form specified in Section 24.4.

Seller shall procure that the relevant Target Group Companies take, without undue delay (unverzüglich) after the Signing Date, all required actions (including making any required filings) to reflect the release of all security interests encumbering the patents and trademarks of NDS listed in Exhibit 24.6 in the applicable registers.

Long-Term Incentive Plan

Certain employees of the Target Group (“LTI Beneficiaries”) hold unvested grants (“Unvested Grants”) under Seller’s global long-term incentive plan (“LTI Plan”). It is the Parties’ mutual understanding that the LTI Plan will cease to apply to the LTI Beneficiaries as of the Effective Date, and that no rights or claims will continue or arise under the LTI Plan in respect of any period after the Effective Date.

The Parties shall use commercially reasonable efforts to obtain, prior to the Scheduled Closing Date, from each LTI Beneficiary a written acknowledgement and waiver pursuant to which such LTI Beneficiary (i) acknowledges that they have no rights or entitlements under or in connection with the LTI Plan with respect to any period after the Effective Date and (ii) waives any claims arising therefrom for such period by Seller offering to settle, in accordance with the terms of the LTI Plan, any portion of the Unvested Grants attributable to the period up to and including the Effective Date. In connection with compensation decisions made by Purchaser following the Closing, Purchaser shall consider, in its good faith discretion, the value of any Unvested Grants which are forfeited by an LTI Beneficiary as a result of the Transaction, provided that, for the avoidance of doubt, nothing in this Section 24.2 shall require Purchaser to grant any equity, equity-based or other incentive awards to, or otherwise provide any other compensation or payments to, any LTI Beneficiaries in connection with any Unvested Grant (or any portion thereof) or any waivers described above in this Section 24.2.

Seller shall indemnify (freistellen) Purchaser and any Purchaser Affiliate (including the Target Group Companies) from any claims under or in connection with the LTI Plan, including any awards granted thereunder.

Dematerialization of Accounts

Purchaser shall, and shall procure that the Minority Share Purchaser and any applicable Acquiring Purchaser Affiliate will, open dematerialized accounts (the “Purchaser Demat Accounts”) as soon as practicable after the Signing Date, and, subject to Section 28.2, in any event prior to the Scheduled Closing Date, with a depository participant registered with the Securities and Exchange Board of India and National Securities Depository Limited or Central Depository Services Limited, to enable the transfer of the Sold Kimplas Shares in accordance with Section 3.

Seller shall procure that all dematerialized accounts of a Local Share Transferor or a Target Group Company which are required for the sale or transfer of the Sold Kimplas Shares pursuant to this Agreement are opened and set up as soon as practicable after the Signing Date, and, subject to Section 28.2, in any event prior to the Scheduled Closing Date, with a depository participant registered with the Securities and Exchange Board of India and National Securities Depository Limited or Central Depository Services Limited, to enable the transfer of the Sold Kimplas Shares in accordance with Section 3.

Pre-Closing Access

General Pre-Closing Access

Financing Cooperation

Bring-Down Due Diligence

Target Group Financials

Seller and the Target Group are in the process of preparing combined carve-out financial statements of the Target Group for the financial year 2024 in accordance with U.S. GAAP, including a combined carve-out balance sheet, combined carve-out income statement, combined carve-out statement of cash flows, combined carve-out statement of changes in equity, and related notes thereto (the “2024 Financials”; such combined carve-out financial statements of the Target Group Companies prepared in accordance with U.S. GAAP with respect to any period, the “Target Group Financials”). Seller shall consult Purchaser with respect to the preparation thereof and consider Purchaser’s comments thereon in good faith (provided that Seller shall in

Seller shall prepare unaudited Target Group Financials as of and for the nine months ended September 30, 2025 and provide a copy thereof to Purchaser by the earlier of December 31, 2025 and the Closing Date.

If, on the basis of the 2024 Financials, the Target Group Companies constitute a “significant business” under Rule 3-05 of Regulation S-X (17 C.F.R. § 210.3-05), Seller shall:

if the Closing Date occurs after March 31, 2026, (i) prepare (or cause to be prepared) Target Group Financials for the financial year 2025, (ii) have such Target Group Financials audited by the Target Group Auditor, and (iii) provide a copy of such audited Target Group Financials to Purchaser by no later than thirty days following the Closing Date;

if the Closing Date occurs on or after May 15, 2026, prepare (or cause to be prepared) unaudited Target Group Financials as of and for the three months ended March 31, 2026 and provide a copy thereof to Purchaser by no later than thirty days following the Closing Date;

if the Closing Date is on or after August 15, 2026, prepare (or cause to be prepared) unaudited Target Group Financials as of and for the six months ended June 30, 2026 and provide a copy thereof to Purchaser by no later than thirty days following the Closing Date; and

if the Closing Date is on or after November 15, 2026, prepare (or cause to be prepared) unaudited Target Group Financials as of and for the nine months ended September 30, 2026 and provide a copy thereof to Purchaser by no later than thirty days following the Closing Date.

In connection with the preparation of each of the Target Group Financials contemplated by this Section 27.4, (i) Purchaser and Seller agree that each of the Target Group Financials shall be prepared excluding any cash pooling arrangements and any effects, consequences or impacts arising therefrom; (ii) Seller shall consult Purchaser with respect to the preparation thereof and consider Purchaser’s comments thereon in good faith (provided that Seller shall in any event be entitled to proceed with such Target Group Financials without reflecting any of Purchaser’s comments); and (iii) except in the case of the 2024 Financials, Purchaser shall reimburse Seller for the customary and documented out-of-pocket costs incurred by Seller in the preparation of such Target Group Financials.

Restrictions

Closing Conditions

One-Step Closing

The obligations of the Parties to perform the Closing Actions pursuant to Section 30 shall, subject to Section 28.2, be subject to the fulfillment or waiver of the following conditions precedent (the “Closing Conditions”):

The Parties agree that no Closing Conditions set forth in Section 28.1.1 shall be deemed to be fulfilled if the Regulatory Clearance in question is obtained or deemed to be obtained subject to any condition that any Party shall be obliged to take any action that it is not required to take pursuant to Section 23.

The Parties shall Notify each other of the fulfillment or the definite failure (endgültiger Nichteintritt) of any Closing Conditions without undue delay (unverzüglich) after obtaining knowledge thereof, and shall provide reasonable evidence thereof.

The Closing Conditions may be waived jointly by the Parties by way of corresponding Notices. The effect of a waiver of a Closing Condition shall be limited to eliminating the need that such Closing Condition be fulfilled and shall not limit or prejudice any claims that a waiving Party may have with respect to any circumstances relating to such Closing Condition not having been fulfilled.

Staggered Closing

On the Scheduled Closing Date, all Closing Actions shall be taken except that (i) the Local Share Transfer Agreement regarding the Sold Kimplas Shares shall not be executed and (ii) the Leaving Function Holders at Kimplas Piping Systems Private Limited and its Subsidiary (the “Indian TG Companies”) shall not be removed. For the avoidance of doubt, the Purchaser shall pay the Preliminary Purchase Price in full notwithstanding that the Sold Kimplas Shares are not transferred as of Closing.

The Effective Date Statements shall be prepared as of the Effective Date taking into account the Effective Date Financial Debt, the Effective Date Cash and the Effective Date Net Working Capital of the Indian TG Companies as if the transfer of the Sold Kimplas Shares had been consummated as of the Effective Date, and the Adjustment Amount payable or to be received by Purchaser shall be calculated accordingly.

Without undue delay (unverzüglich) after the Relevant Demat Accounts have been obtained, Seller and Purchaser shall procure (in each case with respect to actions to be taken by themselves of their respective Affiliates) that (i) the Local Share Transfer Agreement regarding the Sold Kimplas Shares will be executed and (ii) the Leaving Function Holders at Kimplas Piping Systems Private Limited will be removed (the point in time on which these actions have been taken, the “Indian Closing Date”), in each case in accordance with this Agreement.

If a local payment of the Preliminary Purchase Price or, if the final Purchase Price has been determined prior to the Indian Closing Date, the Purchase Price allocable to the Sold Kimplas Shares is required by Purchaser and the Minority Share Purchaser, Purchaser shall, and shall cause the Minority Share Purchaser to, make such local payment to the relevant Local Share Transferors on the Indian Closing Date in local currency and, upon receipt of such payments by the Local Share Transferors, Seller shall pay an amount corresponding to such local payments (converted into USD with the Exchange Rate as of the Indian Closing Date) to Purchaser.

Section 23 and the No-Leakage Undertaking will continue to apply with respect to the Indian TG Companies until the Indian Closing Date.

Any obligations of Purchaser to procure, cause or direct any action by any Indian TG Company are deferred until the Indian Closing Date.

If the Indian Closing Date has not occurred until the expiry of six (6) months after the Closing Date due to the Purchaser Demat Accounts not being set up, Seller and its Affiliates shall no longer be obliged to (but shall, once the Purchaser Demat Accounts have been set up, have the right to) transfer the Sold Kimplas Shares to Purchaser or an Affiliate of Purchaser and Purchaser and its Affiliates shall not have any claim for repayment of the portion of the Preliminary Purchase Price or Purchase Price (as applicable) allocable to the Sold Kimplas Shares.

Section 26 shall continue to apply until the Indian Closing Date.

The Fundamental Warranties regarding Seller, any Indian TG Company, the Sold Kimplas Shares or the Local Share Transferors owning the Sold Kimplas Shares are also given as of the Indian Closing Date, unless the Indian Closing Date takes place more than six (6) months after the Closing Date due to the Purchaser Demat Accounts not being set up.

Obligation to Perform Closing; Scheduled Closing Date

The Parties shall, subject to Section 29.2, perform the Closing Actions (the “Closing”)

on the first Business Day of the calendar month following the calendar month in which the last Closing Condition has been fulfilled or waived, unless the last Closing Condition has been fulfilled or waived within the last ten (10) Business Days of such calendar month;

on the first Business Day of the second calendar month following the calendar month in which the last Closing Condition has been fulfilled or waived, if the last Closing Condition has been fulfilled or waived within the last ten (10) Business Days of a calendar month; or

at such other date as the Parties have mutually agreed upon

Without limiting the Parties’ obligations pursuant to Section 23, each Party may refuse to consummate the Closing if and for so long as an enforceable judgment, injunction, order or other decision prohibiting or making illegal the consummation of the Transaction has been issued by any court or governmental authority in any lawsuit or other proceeding brought against the Parties by a Regulatory Clearance Authority.

Closing shall take place on the Scheduled Closing Date at 10 a.m. Central European Time at the offices of Gleiss Lutz, Karl-Scharnagl-Ring 6, 80539 Munich, Germany or at such other place or time, or in such other format (including, in particular, virtually via video conference or other telecommunication means), as the Parties have mutually agreed upon.

Closing Actions

The Parties shall perform or, if applicable, cause to be performed, concurrently (Zug um Zug) the following actions (the “Closing Actions”), in each case if not already performed before in accordance with this Agreement:

Purchaser shall pay the Preliminary Purchase Price into Seller’s Account.

Seller shall cause the Local Share Transferors, and Purchaser shall, and shall cause the Minority Share Purchaser, to enter into the Local Share Transfer Agreements.

If there are any Intragroup Debt Amounts in favor of any Target Group Company which have not been settled prior to the Scheduled Closing Date, the relevant Seller Group Entities owing such Intragroup Debt Amounts shall pay the Intragroup Debt Amounts to the relevant Target Group Company.

If there are any Intragroup Debt Amounts in favor of a Seller Group Entity which have not been settled prior to the Scheduled Closing Date, Seller shall procure that the Target Group Companies owing such Intragroup Debt Amounts pay such Intragroup Debt Amounts to the respective Seller Group Entities.

Seller shall deliver to Purchaser resignation letters or copies of shareholders’ resolutions, as applicable, evidencing that the Leaving Function Holders have resigned or been removed from their positions pursuant to Section 17.

The relevant Seller Group Entities and the relevant Target Group Companies shall enter into the Ancillary Agreements.

Seller shall deliver to Purchaser a duly executed IRS Form W-9 or applicable IRS Form W-8 from Seller and the Local Share Transferors.

Seller shall deliver to Purchaser a duly executed copy of IRS Form 8023 (together with any applicable state or local Tax forms reasonably requested by Purchaser) to make the Section 338(h)(10) Election (as defined in Section 34.9.1).

The Closing Action referred to in Sections 30.1a) may be waived by Seller by way of Notice to Purchaser. The Closing Action referred to in Sections 30.1c) may be waived by Purchaser by way of Notice to Seller. The other Closing Actions may only be waived jointly by the Parties by way of corresponding Notices. The effect of a waiver of a Closing Action shall be limited to eliminating the need that such Closing Action be performed as part of the Closing and shall not limit or prejudice the right of the waiving Party to claim that such Closing Action (or parts thereof) shall be performed as soon as possible afterwards as well as any further claims that a waiving Party may have with respect to any circumstances relating to such Closing Action not having been performed as set forth in Section 30.1.

Immediately after all Closing Actions have been performed or waived, the Parties shall confirm in a written document substantially in the form as attached hereto as Exhibit 30.3 (the “Closing Memorandum”) that (i) the Closing Conditions have been fulfilled or waived, (ii) the Closing Actions have been performed or waived and (iii) Closing has occurred.

Warranties of Seller

Seller Warranties

Seller hereby warrants to Purchaser by way of an independent promise of guarantee (selbständiges Garantieversprechen) pursuant to section 311 (1) BGB within the scope and subject to the remedies and limitations set forth in this Agreement that the statements set forth in Exhibit 31.1.1-A (the “Seller Warranties”; such Exhibit, the “Warranty Catalogue”) are, taking into account the facts and circumstances set forth in Exhibit 31.1.1-B (the “Disclosure Schedule”), correct as of the Signing Date, unless a Seller Warranty is explicitly made as of a different date, in which case such Seller Warranty shall be correct only as of such different date. Seller Warranties which are made to Seller’s Knowledge are in any event solely made as of the Signing Date.

The scope and content of each Seller Warranty as well as the remedies and limitations of liability in case of breaches of Seller Warranties are exclusively defined by the provisions of this Agreement, in particular Sections 33 and 35, which shall form an integral part of the Seller Warranties. The Seller Warranties shall neither qualify as a subjective requirement within the meaning of section 434 (1), (2) BGB nor be construed as a guarantee of condition within the meaning of sections 443, 444 BGB (Garantie für die Beschaffenheit der Sache).

Each Seller Warranty is limited to the scope of the statements contained in such Seller Warranty itself. The content of (i) the Disclosure Schedule and any exhibits thereto, and (ii) Exhibits to Seller Warranties shall in no event be interpreted to extend the scope of a Seller Warranty, even if they contain additional information (e.g. information not required to be disclosed under the Seller Warranty according to its respective wording or the description of circumstances not meeting the applicable materiality threshold), and Seller shall not be liable if such additional information turns out to be incorrect.

The Seller Warranties solely serve risk allocation purposes in accordance with the rights and remedies of Purchaser for an incorrectness of a Seller Warranty pursuant to this Agreement and as a reference point and basis for the W&I Insurance in accordance with Section 35.2.1. The lack of any examination or verification with respect to any Seller Warranty shall not be regarded as acting in a fraudulent manner (arglistiges Verhalten). For the avoidance of doubt, claims for breaches of Seller Warranties in accordance with the remedies set out in this Agreement remain unaffected.

The Seller Warranties set forth in Sections 1 to 7 of Exhibit 31.1.1-A are referred to as “Fundamental Warranties”.

Seller’s Knowledge

Material Adverse Effect

No other Warranties or Statements of Seller

Except for the Seller Warranties set forth in Exhibit 31.1.1-A, neither Seller nor any Seller Group Entity makes or grants any representation or warranty or any other statement whether express or implied, and Seller hereby disclaims any other representation or warranty or any other statement, whether made by Seller or any Seller Group Entity or any of their respective directors, employees, advisors or other representatives, with respect to or in connection with the Target Group Companies, the Sold Shares, the Business, the execution or consummation of this Agreement or any agreements entered into in connection herewith or with the Transaction. In particular, Seller makes no representation or warranty (for the avoidance of doubt, except for the Seller Warranties) with respect to

any projections, estimates or budgets delivered or made available to Purchaser, Purchaser Affiliates or their respective directors, employees, advisors or other representatives, or any future revenues, future results of operations (or any component thereof), future cash flows, future financial condition (or any component thereof) or the future business and operations of the Business; and

any other information or documents made available to Purchaser, any Purchaser Affiliate or their respective directors, employees, advisors or other representatives with respect to the Business in the transaction process.

Purchaser hereby confirms that Purchaser and the members of its deal team listed in Exhibit 31.4.2 (“Purchaser’s Deal Team”) are not aware of any facts or circumstances that could render any of the Seller Warranties incorrect.

Bring-Down Disclosure

Not earlier than three (3) Business Days prior to the Scheduled Closing Date, Seller shall (i) review the Seller Warranties and enquire with Seller’s Knowledge Individuals and Seller’s Inquiry Individuals (that at this time are still employed by Seller, any Seller Group Entity or any Target Group Company) to identify any facts or circumstances (irrespective of when they have occurred) that render the Seller Warranties no longer true and correct if they were given as of the date of review of the respective Seller’s Knowledge Individuals and Seller’s Inquiry Individuals and (ii) supplement, modify or update the Disclosure Schedule in respect of the Seller Warranties to the extent the Seller Warranties would otherwise no longer be held correct on the Closing Date (the Disclosure Schedule so updated, the “Updated DS”), and (iii) deliver to Purchaser a draft of the Updated DS.

On the Scheduled Closing Date, Seller shall deliver to Purchaser (i) a notice substantially in the form of Exhibit 31.5.2 (the “Bring-Down Notice”) and (ii) the Updated DS.

With regard to the Bring-down Notice and the Updated DS, the following shall apply:

Seller prepares the Bring-down Notice and the Updated DS solely on the basis of the information provided and confirmation rendered by the Seller’s Knowledge Individuals and Seller’s Inquiry Individuals;

the Bring-down Notice and the Updated DS solely serve the purpose to allow Purchaser to obtain insurance cover under the W&I Insurance also as of the Closing Date and/or the Effective Date (as the case may be) and Seller shall not be liable vis-à-vis Purchaser in connection with the Bring-down Notice, the Updated DS or their contents;

Purchaser shall not be entitled to reduce the Purchase Price, to refuse performance of the Closing Actions and/or to withdraw from or otherwise terminate this Agreement in connection with the Bring-down Notice and/or the Updated DS, including (i) due to the content of the

Section 27.3 remains unaffected.

Warranties of Purchaser

Purchaser hereby warrants to Seller by way of an independent promise of guarantee (selbständiges Garantieversprechen) pursuant to section 311 (1) BGB that the following statements in this Section 32.1 are correct as of the Signing Date and as of the Closing Date (but with respect to the Minority Share Purchaser and the Acquiring Purchaser Affiliates only as of the Closing Date), unless a statement is explicitly made as of a different date, in which case such statement shall be correct only as of such different date.

Purchaser is a corporation, duly established and validly existing under the laws of the State of Delaware, USA.

Minority Share Purchaser is an entity, duly established and validly existing under the laws of its place of incorporation.

Each Acquiring Purchaser Affiliate is an entity duly established and validly existing under the laws of its place of incorporation.

Purchaser, the Minority Share Purchaser and each Acquiring Purchaser Affiliates have all corporate power and authority to execute and perform this Agreement, the Ancillary Agreements, the Local Share Transfer Agreements, to which they are a party, and to effect the transactions contemplated therein.

As of the Signing Date, there is no legal or administrative proceeding pending against Purchaser, the Minority Share Purchaser or any Acquiring Purchaser Affiliate or threatened in writing against Purchaser, the Minority Share Purchaser of any Acquiring Purchaser Affiliate before any court, arbitral tribunal or public authority that in any manner challenges or seeks to prevent, alter or materially delay the Transaction.

As of the Signing Date, no insolvency proceedings (Insolvenzverfahren) or similar proceedings under applicable laws are pending regarding Purchaser, the Minority Share Purchaser or any Acquiring Purchaser Affiliate and Purchaser, the Minority Share Purchaser and the Acquiring Purchaser Affiliates are not required under applicable laws to file for any such proceeding.

As of the Signing Date, all information provided in writing by or on behalf of Purchaser to Seller concerning Purchaser and Purchaser Affiliates with respect to, and in preparation of, any filings to be made with the public authorities for the Transaction, including those to obtain the Regulatory Clearances, is correct. Any assessments provided by or on behalf of Purchaser to Seller in writing in this regard have been prepared in good faith and with due care.

Purchaser has sufficient immediately available funds or binding and unconditional and irrevocable financing commitments as required to fulfill its obligations under or in connection with this Agreement if and when due.

Each of Purchaser, the Minority Share Purchaser and the Acquiring Purchaser Affiliates is acquiring the Sold Shares on its own account, and not for or on behalf of any Third Party. Neither Purchaser, the Minority Share Purchaser nor any Acquiring Purchaser Affiliate has entered, nor has presently a specific intention to enter, into any agreement with any Third Party to immediately or in the near future sell, transfer or grant a participation to such Third Party with respect to the Target Group Companies, the Business or any part thereof.

Purchaser does not have any obligation or liability to pay any fees or commissions to any broker, finder, agent or other Third Party with respect to the Transaction for which Seller could become wholly or partly liable.

In the event that any representation and warranty of Purchaser pursuant to Sections 32.1.1 to 32.1.10 turns out to be incorrect, Purchaser shall indemnify (freistellen) Seller from any liabilities and damages incurred or suffered in connection therewith. All claims of Seller arising under this Section 32 shall become time-barred three (3) years after the Closing Date.

Except for the warranties set forth in Section 32.1, neither Purchaser nor any Purchaser Affiliate makes or grants any representation or warranty or any other statement whether express or implied, and Purchaser hereby disclaims any other representation or warranty or any other statement, whether made by Purchaser or any Purchaser Affiliate or any of their respective directors, employees, advisors or other representatives, with respect to or in connection with the Purchaser, the Purchaser Affiliates (including its and their financial condition), the execution or consummation of this Agreement or any agreements entered into in connection herewith or with the Transaction. In particular, Purchaser makes no representation or warranty with respect to any other information or documents made available to Seller, any Seller Group Entity or their respective directors, employees, advisors or other representatives in the transaction process.

Remedies; Purchaser Claim Procedure

Scope of Remedies

Subject to Section 35, if any of the Seller Warranties is incorrect or in the event of a breach of any obligation of Seller under or in connection with this Agreement (other than under or in connection with Section 34 and other than Share Transfer Claims), Seller shall put Purchaser or, at Seller’s election, the relevant Target Group Company into the position it would have been in if the Seller Warranty had not been incorrect or the obligation of Seller had not been breached (restitution in kind; Naturalrestitution). If and to the extent Seller has not effected restitution in kind within ninety (90) Business Days after receipt of Notice pursuant to Section 33.2.1, Purchaser shall solely be entitled to request from Seller payment of damages (Schadensersatz in Geld) to Purchaser or, at Seller’s election, to the relevant Target Group Company for the Losses incurred by Purchaser or the relevant Target Group Company as a result of the incorrectness of the Seller Warranty or the breach of the obligation of Seller, as applicable. Seller shall at any time be entitled to render payment of damages (Schadensersatz in Geld) instead of restitution in kind (Naturalrestitution).

“Losses” shall mean actual losses (Schäden) within the meaning of sections 249 through 254 BGB that have been actually incurred by Purchaser or a Target Group Company, excluding (i) frustrated expenses (vergebliche Aufwendungen), (ii) internal costs and expenses (in particular, any overhead costs) incurred by Purchaser, (iii) potential or actual reduction in value (Wertminderung) of the Sold Shares, a Target Group Company, the Business, Purchaser or any of its Affiliates, (iv) indirect damages (mittelbare Schäden), consequential damages (Folgeschäden) and lost profits (entgangene Gewinne), in each case to the extent they were not reasonably foreseeable, (v) losses caused by business interruption (Betriebsunterbrechungsschäden), and (vi) losses or damages that are based on the argument that the Purchase Price or any part of it was determined on the basis of incorrect economic or other assumptions or an incorrect valuation of the Sold Shares, the Target Group Companies or the Business. Valuation methods applied by Purchaser, in particular multipliers (e.g. an EBIT or EBITDA multiple) applied by Purchaser in connection with the valuation and determination of the Sold Shares, the Target Group Companies or the Business, shall not be taken into account for the determination of any Loss and shall in no event give rise to or increase a loss to be compensated to Purchaser, any of its Affiliates or the Target Group Companies.

Purchaser Claim Procedure

If Purchaser or any Purchaser Affiliate becomes aware of any facts or circumstances which result or may result in a claim pursuant to Section 33.1 (each such claim, a “Purchaser Claim”), Purchaser shall give Seller Notice thereof promptly after the discovery of the relevant facts or circumstances, but in no event later than thirty (30) Business Days thereafter, stating in such Notice in reasonable detail the nature of the relevant claim, its factual and legal basis and an estimate of the amount of Losses involved, to the extent that such amount can be determined at the time when such Notice is given.

Purchaser shall, and shall procure that the relevant Purchaser Affiliates will, allow Seller and its directors, employees, advisors and other representatives, as applicable, to investigate the facts or circumstances alleged to give rise to the respective Purchaser Claim. Purchaser shall, and shall procure that the relevant Purchaser Affiliates will, give such information and assistance, including access to the premises and the directors, employees, advisors and other representatives of Purchaser and the Purchaser Affiliates and the right to examine and copy or photograph any assets, accounts, books, records and other documents, as Seller or its directors, employees, advisors and other representatives, as applicable, may reasonably request in order to assess the relevant facts or circumstances alleged to give rise to the relevant Purchaser Claim.

Third Party Claim Procedure

Purchaser shall give Seller Notice of such Third Party Claim promptly after becoming aware that the relevant claim has been asserted or threatened to be asserted or that the relevant audit or investigation has been initiated, but in no event later than ten (10) Business Days thereafter. Section 33.2.2 shall apply mutatis mutandis.

The Parties shall discuss any measures which Seller proposes to take in connection with the Third Party Claim and its defense. Purchaser shall procure that no admission of liability with respect to a Third Party Claim will be made by or on behalf of Purchaser or a Purchaser Affiliate, and the Third Party Claim will not be settled without the prior consent of Seller (such consent to be granted by way of Notice and not to be unreasonably withheld, conditioned or delayed).

Exclusion of Claims

Seller shall not be liable for, and Purchaser shall not be entitled to bring, any claim under or in connection with this Agreement if and to the extent that:

the amount of the claim has been recovered from a Third Party, including under an insurance policy; claims of Purchaser under the W&I Insurance remain unaffected;

the facts or circumstances giving rise to the claim have been taken into account as liability (Verbindlichkeit), provision (Rückstellung), depreciation (Abschreibung), valuation adjustment (Wertberichtigung) or otherwise in the Financial Information (as defined in the Warranty Catalogue);

the matter to which the claim relates has been treated as Effective Date Financial Debt or Effective Date Working Capital and thereby reduced the Purchase Price;

Purchaser or any Purchaser Affiliate (excluding, for the avoidance of doubt, the Target Group Companies for periods prior to Closing) has caused or partially caused the facts or circumstances giving rise to the claim pursuant to section 254 (1) BGB;

the claim results from a failure of Purchaser or any Purchaser Affiliate (excluding, for the avoidance of doubt, the Target Group Companies for periods prior to the Closing Date) to mitigate damages pursuant to section 254 (2) BGB;

the matter to which the claim relates was caused by the passing of or any change in any law after the Signing Date; or

the facts or circumstances giving rise to the claim result from (i) a measure or omission of any Seller Group Entity after the Signing Date approved by Purchaser in the form specified in Section 24.4, or (ii) a violation of the procedures and time limits set forth in Sections 33.2 and 33.3.

Seller shall not be liable for, and Purchaser shall not be entitled to bring, any claim for breach of a Seller Warranty if and to the extent that the matter to which the claim relates was (i) known by Purchaser or by any person in Purchaser’s Deal Team on the Signing Date or (ii) disclosed in the Due Diligence Information. Purchaser has been given the opportunity to conduct a due diligence review of the Target Group Companies, the Business and the purchased objects. Purchaser, the Purchaser Affiliates and their directors, employees, advisors and other representatives, in particular, participated in a Q&A process, management presentations and expert sessions. “Due Diligence Information” means (i) all information Fairly Disclosed in the Q&A process, the management presentations and the expert sessions, (ii) all matters Fairly Disclosed in the information memoranda and the fact books listed in Exhibit 33.4.2-A, (iii) all information disclosed in the e-mails (including exhibits attached thereto) listed in Exhibit 33.4.2-B and (iv) all documents Fairly Disclosed in the virtual data room provided by Datasite, which was accessible for Purchaser between July 28, 2025 and September 19, 2025 (“Virtual Data Room”). “Fairly Disclosed” means that the disclosure was made in a manner and in such reasonable detail that the relevant risks could be identified by applying the standard of care of a prudent reader with a relevant professional background and with reasonable experience in M&A transactions, which, in the event of disclosure through the Virtual Data Room, includes the requirement that the file containing the relevant information has been uploaded to a folder where such disclosure can be reasonably expected.

Data Room USB Stick

The content of the Virtual Data Room has been saved on a USB stick (the “VDR USB Stick”) which has been handed over to the acting notary. The acting notary has not examined the VDR USB Stick with respect to its content or technical function. A further copy of the VDR USB Stick has been provided to each of Seller and Purchaser. The Parties are aware that the VDR USB Sticks contain personal data and that the Parties therefore have to comply with data protection laws in connection with the processing of the data saved on the storage devices, the storage of the storage devices, and with any request of copies thereof from the acting notary.

The acting notary is hereby irrevocably instructed by the Parties to keep the VDR USB Stick in custody for a period of five (5) years from the Effective Date (the “Custody Period”) and to not hand out the original of the VDR USB Stick to any Party to this Agreement. During the Custody Period, the acting notary will, however, upon written request

of Seller or Purchaser provide physical or electronic copies of documents recorded on the VDR USB Stick to the Parties;

of both Parties (such request to be submitted jointly or by way of individual corresponding notices to the acting notary) provide the VDR USB Stick or copies of documents recorded on the VDR USB Stick to Third Parties, in particular courts or arbitral tribunals.

After the Custody Period has expired, the Parties will instruct the acting notary (jointly or by way of individual corresponding notices) to hand over the VDR USB Stick to the person designated in the instruction. If no such instruction is submitted to the acting notary within three (3) months after the expiry of the Custody Period and a written request of the acting notary, the acting notary shall be entitled to destroy or delete the VDR USB Stick.

Corresponding Benefits; No Double Relief

When calculating the amount of the liability of Seller under or in connection with this Agreement, all quantifiable (monetary) advantages attributable to Purchaser or any Purchaser Affiliate resulting from the relevant matter (including benefits in respect of Taxes in the form of an actual cash-effective reduction of cash Taxes otherwise payable) shall be taken into account (Vorteilsausgleich).

Under or in connection with this Agreement, Purchaser and Purchaser Affiliates shall not be entitled to recover damages or losses or to obtain payment, reimbursement, remedial action, compensation, restitution or indemnification more than once even if the underlying circumstances give rise to more than one claim.

This Section 33.6 applies mutatis mutandis to Purchaser’s liability under this Agreement.

Taxes

Definitions

Tax indemnification

Seller shall pay to Purchaser, or at Purchaser’s election to the respective Target Group Company, an amount equal to any Indemnifiable Tax (the “Tax Indemnification Claim”), provided that Seller shall not be liable vis-à-vis Purchaser and the respective Target Group Company for an Indemnifiable Tax (and the Tax Indemnification Claim shall be reduced accordingly) if and to the extent:

the respective Tax has been paid (or otherwise settled) on or prior to the Effective Date;

the amount of Indemnifiable Taxes does not exceed the amount of liabilities (Verbindlichkeiten) and provisions (Rückstellungen) for such Taxes of the Target Group Companies that are included in the Final Effective Date Statements and have reduced the Purchase Price;

Purchaser or any Purchaser Affiliate is entitled to any savings in respect of Taxes that result from the same facts and circumstances as the Indemnifiable Tax and arise for periods or portions thereof beginning after the Effective Date, including tax savings resulting from the lengthening of any amortization or depreciation periods, a step-up in the Tax basis of assets or the non-recognition of liabilities or provisions (Phasenverschiebung) (herein collectively “Tax Benefits”). The Tax Benefits shall be taken into account to the extent cash actually is received prior to or on the date on which the respective Tax Indemnification Claim of the Purchaser becomes due for payment and shall be net of the Tax effect of receiving any payment in respect of such liability;

the income resulting in the respective Tax can be offset against a loss carry back or loss carry forward available at the level of any Target Group Company and generated in periods or portions thereof ending on or before the Effective Date;

the amount of Taxes results from (i) any change in the accounting or taxation principles or practices of any Target Group Company (including methods of submitting Tax returns) for Tax assessment periods or portions thereof ending prior to or on the Effective Date introduced after the Effective Date, except where such change is made in order to comply with mandatory legal requirements, or (ii) any transaction or action (including the change in the exercise of any Tax election right, the termination of any Tax consolidation scheme, the approval or implementation of any reorganization measure or the sale of any asset) taken by Purchaser or any Purchaser Affiliate after the Effective Date which transaction or action has a legally retroactive effect on a Tax assessment period or portions thereof ending prior to or on the Effective Date, except where such transaction or action is made in order to comply with mandatory legal requirements;

the amount of Taxes has been recovered or can be recovered based on a valid, enforceable and collectible claim from a Third Party (other than a Target Group Company), including under an insurance policy (other than the W&I Insurance);

the amount of Taxes has to be borne by Purchaser according to Section 6.3; or

Purchaser or any Purchaser Affiliate has failed to comply with any of its obligations set forth in Sections 34.4 and 34.5 and thereby (not only insignificantly) prejudiced the defense against the relevant Tax.

Any amounts payable to Purchaser under the Sections 34.2 and 34.3 shall be payable and due within ten (10) Business Days after Seller has been Notified by Purchaser of the relevant Tax payment and been provided with underlying documentation and information to evidence and assess the Tax payment, but no earlier than five (5) Business Days before the relevant Tax payment is due for payment to the competent Taxing Authority. Any refund of Taxes (received in cash, by way of set-off or other form of effective (wirksam) settlement of the refund claim under applicable Tax laws) for which Seller has made a payment to Purchaser under this Section 34 shall be reimbursed to Seller (including any interest received from the Taxing Authority on the refund claim and net of any Taxes on such refund or interest).

U.S. Tax Indemnification

Notwithstanding anything to the contrary in this Agreement, Seller shall indemnify Purchaser and the Target Group Companies from (i) any Taxes for which NDS is liable by reason of Treasury Regulations Section 1.1502-6 (or any similar provision of US state or local law) by reason of such entity being included in any Combined Group at any time on or before the Closing Date, including, for the avoidance of doubt, any Taxes of the Combined Group resulting from the Section 338(h)(10) Election made in accordance with Section 34.9.1, and (ii) any Taxes imposed

Seller shall not be liable vis-à-vis Purchaser and NDS under Section 34.3.1 to the extent (i) the amount of Taxes has been recovered or can be recovered based on a valid, enforceable and collectible claim from a Third Party (other than a Target Group Company), including under an insurance policy, or (ii) Purchaser or any Purchaser Affiliate has failed to comply with any of its obligations set forth in Sections 34.4 and 34.5 and thereby (not only insignificantly) prejudiced the defense against the relevant Tax.

Tax Returns and Tax Assessments

From the Closing Date, Purchaser shall prepare and file, or cause the Target Group Companies to prepare and file, when due all Tax Returns required to be filed by or on behalf of any Target Group Company (excluding, for clarity, any Tax Return of a Target Group Company filed as part of a Combined Group), provided, however, that any Tax Returns to the extent relating to any period ending before or including the Closing Date and reflecting any Relevant Tax Matters (“Seller’s Period Tax Returns ”) shall be subject to the review and prior written consent of Seller (such consent not to be unreasonably withheld or delayed). The Seller’s Period Tax Returns to be filed after the Closing Date shall be prepared consistent with the policies, procedures, practices and election rights adopted in the financial statements of the relevant Tax period as well as the Tax Returns for previous Tax periods of any Target Group Company, unless and to the extent required otherwise under mandatory applicable law. Purchaser shall ensure that any Seller’s Period Tax Returns will be furnished to Seller no later than thirty (30) Business Days prior to the due date of the relevant Tax Return (or, if such timing is not reasonable practicable, as soon as reasonably practicable), and take into account reasonable comments of Seller to the extent related to Relevant Tax Matters. Unless required by mandatory applicable law, any Seller’s Period Tax Returns may not be amended without the prior written consent of Seller (such consent not to be unreasonably withheld or delayed). Purchaser shall ensure that any such amended Tax Return will be furnished to Seller no later than (30) Business Days prior to the filing of the amended Tax Return (or, if such timing is not reasonably practicable, as soon as reasonably practicable), and take into account reasonable comments of Seller to the extent related to Relevant Tax Matters.

If, after the Closing Date, any Taxing Authority informs Purchaser or any Purchaser Affiliate, or if Purchaser or a Purchaser Affiliate otherwise becomes aware, of a Relevant Tax Matter, Purchaser shall Notify Seller of such matter. Purchaser’s Notice shall be given within ten (10) Business Days after Purchaser or the Purchaser Affiliate has received the relevant written information, or at any earlier date if required to enable Seller to participate in any Tax audit or to review the relevant Tax assessment within the applicable period available for an appeal or other legal remedy; provided that any failure to so notify Seller shall not relieve Seller of its obligations hereunder (including its indemnification obligations under Section 34.3), except to the extent such failure shall have actually prejudiced Seller.

Cooperation on Tax Matters

Seller and Purchaser shall, and shall procure that the Target Group Companies, their Affiliates and their respective directors, employees, advisors and other representatives will, fully cooperate with each other and their advisors in connection with any Tax matter relating to periods or portions thereof ending on or before the Closing Date, including the filing of any Seller’s Period Tax Return, the conduct of any inquiry, examination, audit, investigation, negotiation, dispute, appeal or litigation.

Seller shall be in control of the handling and filing of any Tax Return of a Target Group Company filed as part of a Combined Group for any period before or including the Closing Date, and Purchaser shall ensure that (i) any Target Group Company follows any reasonable instructions of Seller with respect to such a Tax Return, and (ii) neither Purchaser nor any Purchaser Affiliates takes any action or measure with respect to such a Tax Return that would reasonably be expected to have an adverse impact on any Seller Group Entity, in each case (i) and (ii) unless otherwise required by mandatory applicable law or consented to by Seller in writing.

Seller, or any other Seller Group Entity, may be obliged to prepare and submit Tax filings in compliance with the German Minimum Taxation Act (Mindeststeuergesetz) and/or similar legislation under foreign law (including EU directives and legislation based on EU directives) implementing the Global Anti-Base Erosion Model Rules of the OECD (including any associated guidance) (“Pillar Two Legislation”) following the Closing Date for periods that include the calendar year in which the Closing Date occurs. Seller, Seller Group Entities and the Target Group Companies prepare transfer pricing documentation on an annual basis. After the Closing Date, the Purchaser shall use commercially reasonable efforts to ensure that each Target Group Company cooperates to provide any relevant information requested to facilitate (ermöglichen) compliance with Pillar Two Legislation or to prepare transfer pricing documentation for periods until and including the calendar year in which the Closing Date has occurred.

Purchaser shall follow, and shall procure that the Target Group Companies will follow, any reasonable instructions of Seller in respect of any Relevant Tax Matter. In particular, and without prejudice to the aforementioned Purchaser shall

not cause or permit any Target Group Company to take any action on or after the Closing Date (including the making or changing of any Tax election, the amendment of any Tax Return or the taking of any Tax position on any Tax Return) that would reasonably be expected to give rise to (or increase) any claim with respect to a Relevant Tax Matter without Seller’s prior written consent unless and to the extent required otherwise under mandatory applicable law;

keep and make available to Seller, and procure that the Target Group Companies will keep and make available to Seller, all books, records and information relating (wholly or partly) to any Relevant Tax Matter in accordance with, and during the periods required by law (and to the extent such books, records and information might be of relevance for the Relevant Tax Matter, until the relevant Tax has become final and binding and can no longer be amended);

permit, or instruct the Target Group Companies to permit, Seller and its advisors to participate, at their sole discretion and costs, in all current and future Tax proceedings relating (wholly or partly) to a Relevant Tax Matter and cause the Target Group Companies to follow reasonable instructions of Seller in relation to such Tax proceedings;

challenge and litigate, and instruct the Target Group Companies to challenge and litigate, at the request of Seller and at Seller’s sole discretion and costs and according to Seller’s instructions, any Tax assessment relating to a Relevant Tax Matter; and

not accept, compromise, dispose of or settle, and procure that none of the Target Group Companies accepts, comprises, disposes of or settles, any Tax proceedings or Tax assessment relating to a Relevant Tax Matter without Seller’s prior written consent (such consent not to be unreasonably withheld or delayed).

The Purchaser shall have no obligation to comply with provisions of Sections 34.4 and 34.5.4 and the Seller shall not have the rights under the provisions of Sections 34.4 and 34.5.4 if and to the extent a claim of Purchaser under this Section 34 is subject to the W&I Liability Exclusion such that to the extent that the W&I Liability Exclusion applies, Section 34.4 and Section 34.5.4 shall apply only to Relevant Tax Matters that are subject to the indemnity set forth in Section 34.3.1.

As-If Assessment and Pro-Rata Share

In the event Taxes related to Straddle Periods, the portion of Taxes related to the period prior to and including the Effective Date (“Pre-Effective Date Taxes”), and the portion of Taxes related to the period beginning after the Effective Date (“Post-Effective Date Taxes”), shall be determined as follows for purposes of Tax Indemnification Claims:

In the case of any Taxes based upon or related to income, sales, transfers, gross receipts, wages, capital expenditures, expenses or any similar Tax base, (i) the amount of the Pre-Effective Date Taxes shall be deemed equal to the amount that would be payable if the relevant Tax assessment period ended on and included the Effective Date, and (ii) the amount of the Post-Effective Date Taxes shall be deemed equal to the amount that would be payable if the relevant Tax assessment period started after the Effective Date.

In the case of Taxes other than Taxes based upon or related to income, sales, transfers, gross receipt, wages, capital expenditures, expenses or any similar Tax base, such portion shall be deemed to be the amount of such Tax for the entire period multiplied by a fraction, the denominator of which is the number of days of the entire Tax period and the numerator of which is (i) in the case of Pre-Effective Date Taxes the number of days of the portion of such period ending and including on the Effective Date, and (ii) in case of Post-Effective Date Taxes the number of days of the portion of such period beginning after the Effective Date.

Time Limitations

Treatment of Payments

Section 338(h)(10) Election, Section 338(g) Election

Seller agrees to cause NORMA Pennsylvania, Inc. to join Purchaser in making an election under Section 338(h)(10) of the Code (and any comparable election under U.S. state or local applicable law) with respect to the purchase of the Sold NDS Shares (the “Section 338(h)(10) Election”), and to file such election in accordance with applicable regulations. The Section 338(h)(10) Election shall properly reflect the Purchase Price Allocation (as defined below). Purchaser and Seller acknowledge and agree that all income, gain, loss, deduction or other Tax items resulting from the Section 338(h)(10) Election shall be included on the income Tax Returns of the U.S. federal consolidated group of which NORMA Pennsylvania, Inc. is the common parent and the consolidated or combined US state or local income Tax returns that include NDS for the Tax period that includes the Closing Date. The Parties acknowledge and agree that (i) the taxable year of NDS as a member of the Norma Pennsylvania, Inc., U.S. federal consolidated income tax return will end on the Closing Date, and include all items of NDS’s income, gain, deduction or loss arising through the Closing Date; (ii) any items of income, gain, deduction or loss attributable to actions taken by, or on behalf of, NDS outside of the ordinary course of business (except as expressly contemplated by this Agreement) on the Closing Date after the Closing shall be attributable solely to the Purchaser’s period of ownership of NDS; and (iii) to the maximum extent permitted by applicable Tax law (at a “more likely than not” (or higher) level of confidence), all Tax deductions attributable to expenses incurred by, or on behalf of, NDS in connection with payments made at or around Closing and taken into account in the Financial Effective Date Statement or otherwise borne by Seller or a Seller Group Entity under this Agreement shall be allocated to the pre-Closing Tax period and the Norma Pennsylvania, Inc U.S. consolidated group.

At the sole option of Purchaser, Purchaser may make, and may cause its applicable Affiliates (including any Target Group Companies) to make, an election under Section 338(g) of the Code (or any comparable election under applicable U.S. state or local law) (a “Section 338(g) Election”) with respect to the acquisition of Sold Teco Shares, Sold Kimplas Shares, shares of Kimplas Limited and Sold NORMA Products Shares (together, “Non-U.S. Shares”). Seller and its Affiliates shall cooperate in good faith with Purchaser and its Affiliates (including the Target Group Companies) and use commercially reasonable efforts to provide Purchaser and its Affiliates (including the Target Group Companies) with any assistance reasonably requested by Purchaser in connection with making such elections with respect to such acquisition of Non-U.S. Shares.

Each of Seller and Purchaser agree that (i) 91.8 percent of the Base Amount shall be allocated to the Sold NDS Shares, and (ii) for the remaining amount of the Base Amount, the percentage of the Base Amount allocated to the Sold Teco Shares, the Sold Kimplas Shares and the Sold NORMA Product Shares (which in the aggregate must not exceed or fall short of 8.2 percent of the Base Amount) shall be determined (based on joint instruction of Seller and Purchaser) within ninety (90) calendar days after the Signing Date by Ernst & Young or, if Ernst & Young is unable or unwilling to perform such allocation, by another accounting firm of international reputation that is agreeable to Purchaser and Seller (the allocations set forth in (i) and (ii), the “Base Amount Allocation”). The Preliminary Purchase Price shall be allocated among the Sold NDS Shares, the Sold Teco Shares, the Sold Kimplas Shares and the Sold NORMA Product Shares by applying the principles of Sections 5.1.1 and 5.2.1 to each Target Group Company individually, with the Base Amount set forth in Section 5.1.1a) to be allocated according to the Base Amount Allocation and Section 5.1.1b) to d) to be applied to each Target Group Company individually mutatis mutandis. The allocation of the (final) Purchase Price (based on the Final Effective Date Statements and thus taking into account the Adjustment Amount) shall be based on the same principles, i.e. the (final) Purchase Price shall be allocated among the Sold NDS Shares, the Sold Teco Shares, the Sold Kimplas Shares and the Sold NORMA Product Shares in accordance with the Base Amount Allocation and by applying the principles of Section 5.1.1b) to d) to each Target Group Company individually mutatis mutandis on the basis of the Effective Date Cash, Effective Date Financial Debt and Effective Date Net Working Capital as included in the Final Effective Date Statements (the resulting amounts allocable to the Sold NDS Shares, the Sold Teco Shares, the Sold Kimplas Shares and the Sold NORMA Product Shares the “Purchase Price Allocation”). The Parties shall cooperate with each other to effect the Purchase Price Allocation within thirty (30) calendar days following the determination of the Purchase Price, as finally determined pursuant to Section 6. If the Parties jointly determine that it is legally required or otherwise appropriate to make no further adjustments for the portion of the Preliminary Purchase Price allocable to the Sold Kimplas Shares in accordance with the principles set out herein, then the Parties shall cooperate in good faith to allocate any Adjustment Amount in relation to the Sold

Within sixty (60) calendar days following the determination of the Purchase Price, as finally determined pursuant to Section 6, Purchaser shall deliver to Seller a statement allocating the portion of the Purchase Price (together with all liabilities and other amounts required to be included in the purchase price for U.S. federal income tax purposes) allocable to the Sold NDS Shares among the assets of NDS, which allocation shall be based on and consistent with the Purchase Price Allocation and the methodology set forth in Exhibit 34.9.4, it being understood that the allocation will be based on a third party valuation with respect to the asset classes being valued at fair market value as set forth therein (the “Proposed Section 338(h)(10) Allocation”). Purchaser and Seller (and any applicable Affiliate) shall consult in good faith with regard to the Proposed Section 338(h)(10) Allocation; provided, however, that if Purchaser and Seller do not agree on the Proposed Section 338(h)(10) Allocation within twenty (20) days following the delivery of the Proposed Section 338(h)(10) Allocation, the dispute shall be submitted for resolution (based on joint instruction of Seller and Purchaser) to an accounting firm of international reputation that is agreeable to Purchaser and Seller and, who, acting as an expert and not an arbitrator, shall resolve any disputes with regard to the Proposed Section 338(h)(10) Allocation in a manner consistent with the Purchase Price Allocation and Exhibit 34.9.4 and whose determination shall be binding upon the parties hereto. As soon as practicable after the agreement of the parties or the resolution of any dispute as to the Proposed Section 338(h)(10) Allocation (as finally agreed or resolved, the “Final Section 338(h)(10) Allocation”), Purchaser and Seller shall prepare consistently therewith IRS Form 8883 and any similar forms required by applicable US state and local Tax laws (collectively, the “Section 338(h)(10) Allocation Forms”), and promptly deliver copies of the Section 338(h)(10) Allocation Forms to each other.

 Purchaser, the applicable Target Group Company, Seller and any of their applicable Affiliates shall file all Tax Returns (including but not limited to the Section 338(h)(10) Allocation Forms) consistent with Final Section 338(h)(10) Allocation and shall not take any action inconsistent therewith upon any audit or examination of any Tax Return or in any other filing or proceeding relating to Taxes, unless required pursuant to a determination as defined in Section 1313(a) of the Code or any similar provision of any US state or local Tax law.

For the avoidance of doubt, Seller makes no representation or warranty that Purchaser will derive any cash tax savings or tax benefits as a result of making the Section 338(h)(10) Election.

Limitations of Liability of Seller

De Minimis; Deductible Amount

Purchaser shall only be entitled to bring any claims under or in connection with this Agreement if

such individual claim (it being understood that claims based on facts or circumstances of similar or recurring nature are deemed one individual claim) exceeds USD 1,000,000 (in words: one million U.S. dollars) (Freigrenze) (the “De Minimis Amount”); and

to the extent the aggregate amount of all such claims (in each case including the De Minimis Amount) exceeds USD 10,000,000 (in words: ten million U.S. dollars) (Freibetrag) (the “Deductible Amount”).

Section 35.1.1 shall not apply to claims for specific performance (Erfüllungsansprüche) (including Share Transfer Claims), claims for payment of an Adjustment Amount, claims pursuant to Section 34.3, claims for breach of any Fundamental Warranty, claims under the Seller Indemnities, claims for breach of the No-Leakage Undertaking and claims for breach of Sections 6, 9, 18, 19, 22, 34 (solely with respect to the covenants contained therein), 36, 45 and the IT Separation Plan.

W&I Insurance; Exclusion of Liability; Overall Cap

Purchaser has taken out a warranty & indemnity insurance under an insurance policy, a copy of which is attached hereto as Exhibit 35.2.1 for information purposes (the “W&I Insurance” and the relevant insurance provider(s) as identified therein, the “Insurer”). Any liability of Seller arising from Seller Warranties (other than Fundamental Warranties) and Tax Indemnification Claims shall be excluded to the largest extent permitted under applicable law (zero liability concept). Purchaser shall procure that the zero liability concept is fully reflected in the W&I Insurance.

Purchaser acknowledges and agrees, that

the W&I Liability Exclusion (as defined below) shall apply irrespective of whether Purchaser has actually taken out the W&I Insurance;

the risk of non-implementation of the W&I Insurance, the validity and collectability risk in respect of the W&I Insurance shall solely and irrevocably be borne by Purchaser and shall in no event affect the W&I Liability Exclusion;

Purchaser bears the risk whether the relevant claim is covered by the W&I Insurance or whether the Purchaser receives any payments from the W&I Insurance;

if and to the extent the W&I Insurance does not provide insurance cover for any of the Seller Warranties, then such Seller Warranties shall be deemed as not made by Seller in the relationship between Seller and Purchaser; and

except for cases of Seller’s willful misconduct (Vorsatz) or fraud (Arglist), Purchaser shall indemnify (freistellen) Seller from any recourse the Insurer may seek against Seller (including any recourse based on the Bring-Down Notice or the Updated DS), irrespective of whether such recourse is based on the W&I Insurance, statutory law, tort or any other legal concept.

To the extent permitted under applicable law, Purchaser shall procure that the Insurer waives and excludes, also for the benefit of Seller and its directors, employees, advisors and other representatives (echter Vertrag zugunsten Dritter, section 328 BGB), any subrogation of claims against Seller and its directors, employees, advisors and other representatives to the Insurer and any other right of recourse against Seller and its directors, employees advisors and other representatives in connection with the W&I Insurance, in each case except to the extent such claims are based on willful misconduct (Vorsatz) or fraud (Arglist). Purchaser shall procure that the W&I Insurance is not amended after the Signing Date in a manner that (i) limits the exclusion of any subrogation or (ii) is otherwise adverse to Seller, in each case without the prior consent of Seller by way of Notice (not to be unreasonably withheld, conditioned or delayed).

Subject to Section 35.2.5, any liability of Seller arising from or in connection with any breach of a Seller Warranty or any Tax Indemnification Claim shall be fully excluded and be USD 0.00 (in words: zero U.S. dollars) (the “W&I Liability Exclusion”). Consequently, subject to Section 35.2.5, Purchaser’s sole recourse, if any, for any breach of a Seller Warranty and any Tax Indemnification Claim shall be against the Insurer under the W&I Insurance. Notwithstanding anything to the contrary herein, claims against Seller to which the W&I Liability Exclusion applies are not subject to Sections 33.2 and 33.3.

The W&I Liability Exclusion shall not apply to claims pursuant to Section 34.3 and breaches of Fundamental Warranties, provided that claims of Purchaser for breaches of Fundamental Warranties may only be brought against Seller if and to the extent claims of Purchaser against the Insurer under the W&I Insurance exceed the liability cap agreed between Purchaser and the Insurer in the W&I Insurance.

Seller’s aggregate total liability for any and all claims under this Agreement, with regard to which the W&I Liability Exclusion does not apply, shall be limited to USD 50,000,000 (in words: fifty million U.S. dollars) (the “Seller Liability Cap”). The Seller Liability Cap shall not apply to

claims for specific performance (Erfüllungsansprüche) by Seller for transfer of title to the Sold Shares under this Agreement (“Share Transfer Claims”);

claims of the Purchaser for breaches of Fundamental Warranties;

claims for indemnification (Freistellungsansprüche) pursuant to Sections 12.5, 13.3 (in connection with Section 16.4), 21, 25.3, 41 or 43.2b) as well as claims to procure non-assertion of claims pursuant to Section 15.2 (the claims referred to in this Section 35.2.6c), the “Seller Indemnities”);

claims for payment of an Adjustment Amount;

claims for breach of Sections 36 and 45; and

claims for payment under Section 34.3.

Seller’s aggregate total liability for any and all claims of the Purchaser pursuant to Section 35.2.6 sentence 2 lit. b) to f) shall in no event exceed the amount of the Purchase Price actually received by Seller.

Time Limitations

All claims of Purchaser arising under or in connection with this Agreement shall become time-barred (verjähren) eighteen (18) months after the Closing Date, except for

claims resulting from a breach of any of the Fundamental Warranties, which shall become time-barred (verjähren) four (4) years after the Closing Date;

claims (i) resulting from a breach of a Seller Warranty set forth in Section 28 of the Warranty Catalogue (Taxes) or (ii) pursuant to Section 34 (Taxes), which shall become time-barred (verjähren) pursuant to Section 34.7;

claims under the Seller Indemnities which shall become time-barred (verjähren) at the earlier of: (i) six (6) months after the underlying liability, obligation or risk giving rise to the relevant Seller Indemnity claim has expired or become time-barred, or (ii) seven (7) years after the Closing Date;

claims for breach of any covenant required to be performed (in whole or in part) after the Closing Date, which shall become time-barred (verjähren) twelve (12) months following the end of the period in which the respective contractual obligation of the Seller must be performed;

claims for specific performance which shall become time-barred (verjähren) within the statutory limitation periods;

claims of Purchaser resulting from willful behavior (Vorsatz) or fraud (Arglist) of Seller which shall become time-barred (verjähren) within the statutory limitation periods.

Section 203 sentence 1 BGB shall not apply.

No additional Rights or Remedies

Willful Behavior and Fraud

No Attribution of Knowledge

Restrictive Covenants

Seller shall not, and shall procure that all other Seller Group Entities will not, from the Signing Date through the third (3^rd) anniversary of the Closing Date (the “Non-Compete Period”), whether directly or indirectly,

engage in any activity competing in subject and geographically with the Business as conducted as of the Signing Date or the Closing Date (“Competing Business”); or

acquire or hold any interest in a Competing Business, other than a non-controlling interest in an entity engaged in a Competing Business, for as long as the aggregate interest held (directly or indirectly) by the Seller Group does not exceed 15% of the voting rights and capital interest and is limited to a financial investment not providing (whether on the basis of any corporate rights or otherwise) a competitively significant influence over the Competing Business.

Nothing in this Section 36 shall prevent any Seller Group Entity from:

development, design, manufacturing and sale of products, components, sub-components or systems or provision or receipt of services pertaining to the Retained Business as of the Signing Date and/or Closing Date, and contemplated to be conducted with respect to the Retained Business on the Signing Date and/or Closing Date (by having already made investments in the development of such business activities by research or in any other way), including such products and services that as of such dates have any overlaps with any products, components, sub-components, systems or services of the Business or which can be used in connection or combination with Competing Products;

maintaining and continuing their business activities other than the Business conducted on the Signing Date and/or on the Closing Date, and commencing business activities other than the Business contemplated to be conducted on the Signing Date and/or on the Closing Date, including in each case, organic growth and development of such activities in each case other than the Business;

acquiring any company or business that does not generate more than twenty percent (20%) of its turnover from Competing Business;

carrying out any business activities of NORMA Pacific Pty. Ltd. in Australia, New Zealand, Papua New Guinea, the Pacific Islands (or with respect to the one customer of such Seller Group Entity in Mexico as of the Signing Date);

conducting business activities provided for or otherwise contemplated by this Agreement (excluding the Exhibits), e.g. under the Ancillary Agreements, including any activities any Seller Group Entity is obliged to perform pursuant to the Ancillary Agreements; and

in the event of a staggered closing pursuant to Section 28.2, take any measures pursuant to or contemplated by Section 28.2 or otherwise required in connection with such staggered closing.

Purchase right for Competing Segments

Subject to Section 36.3b), if a Seller Group Entity has acquired a company or business during the Non-Compete Period in accordance with Section 36.2c), Seller shall (i) Notify Purchaser of such acquisition, (ii) provide Purchaser (upon Purchaser’s request and in accordance with confidentiality obligations by which Seller is bound) with reasonable diligence information relating to the portion of such acquired company or business that constitutes Competing Business (the “Competing Segment”) and (iii) offer Purchaser the right (exercisable by Notice to Seller within 90 Business Days after Seller’s Notice to Purchaser referred to above in this 36.3a)) to purchase the Competing Segment from Seller at a price mutually agreed by the Parties and on other terms customary for a transaction of this kind, provided that if the Parties are unable to agree on such price, each Party shall designate an independent internationally recognized reputable third party appraiser who is experienced in the valuation of assets similar to the Competing Segment, and the two appraisers shall designate a third appraiser who also meets such requirements, which appraiser shall determine the fair market value of the Competing Segment, and such valuation shall be the price used for purposes of Purchaser’s acquisition of the Competing Segment from Seller.

Purchaser’s right to purchase a Competing Segment pursuant to Section 36.3a) shall not apply to any acquisition of one or more Competing Segments if such Competing Segments generate, in the aggregate, not more than USD 30,000,000 (in words: thirty million U.S. dollars) in revenue in the most recently completed twelve-month period (“De Minimis Threshold”). If at the time of any acquisition of a Competing Segment, or at any time thereafter, the aggregate revenue of such Competing Segments exceeds the De Minimis Threshold, Seller shall Notify Purchaser thereof, and Section 36.3a)(ii) and (iii) shall apply to the purchase of such Competing Segments (and the reference to the Notice in the parenthetical in Section 36.3a)(iii) shall be deemed to apply to the Notice provided to this Section 36.3b)), provided that Seller may defer its obligations pursuant to Sections 36.3a)(ii) and (iii) (and Purchaser’s rights pursuant to such Sections shall be correspondingly deferred) for a period of up to ninety (90) Business Days after the De Minimis Threshold is exceeded.

From the Signing Date through the second anniversary of the Closing Date, Seller shall not, and shall procure that all other Seller Group Entities will not, solicit for employment or hire any of the current employees or former employees (excluding employees who have not been an employee of any Target Group Company for at least twelve (12) months) at the manager or director level (or more senior) of the Target Group Companies (the “Covered Employees”). This Section 36.4 does not restrict Seller or any other Seller Group Entity to enter into employment discussions with, or hire, any Covered Employee who seeks employment as a result of general

If any covenant or restriction included in this Section 36 is held invalid or unenforceable as a result of a length of time or geographical area or on the grounds of any other feature (including insufficient specificness), Section 48.6 will apply, and the relevant provision will be deemed to extend only for such period of time, over such geographical area or to such activities as permitted (to the maximum extent) by applicable law.

Maintenance of Records; Access to Information

Purchaser shall procure that all books, accounts and other records in the custody and control of the Target Group Companies and relating to the period prior to the Effective Date (“Retention Materials”) are preserved and retained by the Target Group Companies for a period beginning on the Effective Date and ending on the later of (i) the tenth (10^th) anniversary of the Effective Date, (ii) the expiry of applicable statutory retention obligations, and (iii) in case of any pending arbitral, court or administrative proceedings that can reasonably be expected to give rise to a claim of Purchaser against Seller or Seller against Purchaser under or in connection with this Agreement, until the final termination of such proceedings, to the extent the Retention Materials might be of relevance to such proceedings (the “Data Preservation Period”). Prior to the expiry of the Data Preservation Period, Purchaser shall consult with Seller and, to the extent Seller has a reasonable interest, permit Seller, at Seller’s cost, to review and reproduce the Retention Materials before any destruction, disposal or modification of any Retention Materials.

Subject to Closing, Purchaser shall procure that, as from the Effective Date, Seller, the other Seller Group Entities and their directors, employees, advisors and other representatives shall, at the cost of Seller, be granted access to the Retention Materials to the extent Seller or any other Seller Group Entity or their directors, employees, advisors or other representatives may reasonably request in connection with any audit, investigation, dispute, arbitral or court proceeding (including under or in connection with this Agreement) or any other reasonable business purpose, and including access, during normal business hours and upon reasonable prior notice, to the Target Group Companies’ premises and personnel, the right to examine, copy or photograph any Retention Materials and/or, on a reasonable temporary basis, to receive original versions.

This Section 37 applies mutatis mutandis to any information in the custody and control of any Seller Group Entity and to the extent relating to the Business and for periods prior to the Closing Date.

Prohibited Designations

“Prohibited Designations” are (i) the designation “NORMA” (in any writing), (ii) any designation that is confusingly similar to the foregoing, and (iii) any transcriptions and transliterations of any of the foregoing.

Except as provided otherwise in the exceptions set forth in Sections 38.3 to 38.6 below,

Purchaser shall not, and shall procure that Purchaser Affiliates will not, at any time after the Effective Date, directly or indirectly, whether itself, or by its employees or agents or otherwise:

use any Prohibited Designation (i) in its trading or corporate name (Unternehmenskennzeichen), (ii) as a trademark or service mark (markenmäßig), or (iii) as an internet domain name;

apply for registration of any Prohibited Designation as (i) a trademark or service mark for any goods or services, or (ii) a domain name; or

represent or otherwise indicate any ongoing association with Seller or its Affiliates; and

Purchaser shall take all measures, and shall procure that all such measures are taken by the Target Group Companies and, to the extent necessary, other Purchaser Affiliates, in order to comply with the obligations set forth in lit. a).

Nothing in this Agreement restricts Purchaser or any Purchaser Affiliate (including the Target Group Companies) from using or referencing the Prohibited Designations at any time after the Effective Date (i) in a non-trademark manner to describe or provide information regarding the history of the Business or (ii) in a manner that would constitute “fair use” under applicable law, or (iii) as required by applicable law.

Subject to Section 38.6, Seller hereby permits (gestattet), and shall procure that the other Seller Group Entities will permit (gestatten), the Target Group Companies, within the scope and further limitations set forth in this Agreement, to continue to use Prohibited Designations on a royalty-free basis and in a manner substantially similar to how such Prohibited Designations were used on the Effective Date:

for a general transition period of not more than four (4) months after the Effective Date without any limitation and in any manner in which such Prohibited Designation were used on the Effective Date;

for a transition period of not more than six (6) months after the Effective Date: on all other tangible assets and material of the Target Group Companies, including on tangible promotional material, products, packages, product manuals, other business items and materials, and elsewhere;

for a transition period of eighteen (18) months after the Effective Date: on products (series/newly built) (i) which are already in commercialization on the Effective Date and (ii) in which, on the Effective Date, the Prohibited Designations were punched or extruded due to the use of specific customized tools used for the production, such as molding tools (as opposed to any inscription, labelling, marking, engraving, etc. that was only printed on or applied to the surface of the products on the Effective Date); and

for as long as these are used for internal purposes only: any documents, hand or production tools, technical equipment, dies, molds or machines that are used for internal purposes only and that have already been existing on the Effective Date.

To the extent that the trading or corporate name (Unternehmenskennzeichen) of any Target Group Company incorporates any Prohibited Designation, Purchaser shall, and shall procure that the Target Group Companies will, file any applications to commercial registers for name changes within a period of thirty (30) Business Days after the Effective Date. If additional actions by Purchaser or the Target Group Companies are required to complete the registration of a name change, Purchaser shall, and shall procure that the Target Group Companies will, take any such actions without undue delay (unverzüglich).

None of the Target Group Companies shall acquire any rights in, to or under any trademarks, corporate names (Unternehmenskennzeichen), logos or other rights to designations under any Prohibited Designation by virtue of this Agreement or any permitted (gestattet) use of Prohibited Designations hereunder. At any time upon Seller’s written request, Purchaser shall, and shall procure that all Target Group Companies will, promptly transfer to Seller or another Seller Group Entity designated by Seller any rights they may acquire in or to Prohibited Designations, e.g. through use. Should such rights be non-transferable, Purchaser shall, and shall procure that all Target Group Companies will, upon Seller’s request and in accordance with Seller’s reasonable directions, either (i) waive the rights vis-à-vis Seller, any Seller Group Entity and all their respective licensees, if any, or (ii) authorize Seller or the designated Seller Group Entity to exercise the rights in the respective owner’s name or in Seller’s or the designated Seller Group Entity’s own name, if and to the extent legally possible.

Purchaser shall indemnify (freistellen) the Seller Group Entities from any liabilities and obligations and from any reasonable costs and expenses arising out of with any and all claims on the basis of any infringement of intellectual property rights of Third Parties arising out of any use of the Prohibited Designations after the Effective Date by Purchaser and the Purchaser Affiliates in violation of the rights granted pursuant to Section 38.4.

Support of Seller Group Accounting

Restrictions on Tax Elections and Tax Accounting Methods

CA Litigation

Withdrawal from this Agreement

Seller may withdraw (zurücktreten) from this Agreement if Closing has not occurred by the Cut-Off Date by way of written declaration vis-à -vis Purchaser; provided, however, that Seller may not withdraw from this Agreement if the non-occurrence of Closing is due to Seller’s fault (Verschulden). The right of withdrawal shall further be excluded if and when Closing occurs prior to the withdrawal by Seller. “Cut-Off Date” means the first anniversary of the Signing Date or any other date agreed between the Parties in notarial form, provided that if as of the twelve (12)-month anniversary of this Agreement, any of the Regulatory Clearances set forth in Exhibit 23.1 have not been obtained or waived, then the Cut-Off Date shall automatically be extended (without any action required by any party) to the date that is the fifteen (15)-month anniversary of this Agreement.

Purchaser may withdraw (zurücktreten) from this Agreement if Closing has not occurred by the Cut-Off Date by way of Notice to Seller; provided, however, that Purchaser may not withdraw from this Agreement if the non-occurrence of Closing is due to Purchaser’s fault (Verschulden). The right of withdrawal shall further be excluded if and when Closing occurs prior to the withdrawal by Purchaser.

Seller may withdraw (zurücktreten) from this Agreement if Purchaser, in breach of the terms and conditions of this Agreement, has not performed all Closing Actions to be performed by it (or its Affiliates) on the Scheduled Closing Date, unless such non-performance is remedied within five (5) Business Days after the Scheduled Closing Date, and provided that Seller (i) is at the same time not in breach of fulfilling its obligations in relation to the Closing Actions and (ii) has not waived the performance of the relevant Closing Action.

Purchaser may withdraw (zurücktreten) from this Agreement if Seller, in breach of the terms and conditions of this Agreement, has not performed all Closing Actions to be performed by it (or its Affiliates) on the Scheduled Closing Date, unless such non-performance is remedied within five (5) Business Days after the Scheduled Closing Date, and provided that Purchaser (i) is at the same time not in breach of fulfilling its obligations in relation to the Closing Date Actions and (ii) has not waived the fulfillment of the relevant Closing Action.

In the event of a withdrawal from this Agreement in accordance with Section 42, this Agreement shall become void and shall have no effect, without any liability on the part of any Party, except for (i) the obligations of the Parties as provided in this Section 42 and Sections 45 to 48 and (ii) subject to Section 42.6, any obligations and liabilities due to a breach of any covenant or other obligation under or in connection with this Agreement by any Party prior to such termination.

Regardless of Purchaser’s fault (verschuldensunabhängig), Purchaser shall pay to Seller a contractual penalty (Vertragsstrafe) in the amount of USD 37,500,000 (in words: thirty-seven million five hundred thousand U.S. dollars) (“Contractual Penalty ”) if Seller or Purchaser has withdrawn from this Agreement due to (i) the HSR Clearance not having been obtained or deemed to be obtained in accordance with the Closing Condition set forth in Section 28.1.1, or (ii) any injunction, order, decree or ruling prohibiting the Closing pursuant to the Clayton Act, 15 U.S.C §18, or any other U.S. competition law, unless the non-fulfilment of such Closing Condition has been caused by Seller breaching one of its material obligations pursuant to Section 23. If and to the extent Purchaser has complied with its material obligations as set forth in Section 23, payment of the Contractual Penalty shall constitute Seller’s sole and exclusive remedy against Purchaser, the Purchaser Affiliates and their respective directors, officers, employees and advisors relating to or arising out of this Agreement or the transactions contemplated hereby, including any breach hereof. If and to the extent Purchaser has not complied with its material obligations as set forth in Section 23, payment of the Contractual Penalty shall not prejudice Seller from claiming from

Precedence of this Agreement

As between the Parties, the Local Share Transfer Agreements serve solely to consummate the sale and purchase of the Sold Shares pursuant to Section 3.1. If any of the Local Share Transfer Agreements (in the form actually executed) contradicts principles set out in this Agreement, the provisions of this Agreement shall prevail and the Parties shall procure that the respective Local Share Transfer Agreement is amended or applied in accordance with the principles set out in this Agreement with economic effect as from the date of its original coming into force. If and to the extent the foregoing is not permitted under local law or otherwise not possible, or if the Parties decide not to amend or apply the relevant Local Share Transfer Agreement or other agreement in accordance with the principles set out in this Agreement for other reasons, the Parties shall put each other in the position they were in if the respective Local Share Transfer Agreement or other agreement had been amended in accordance with the principles set out in this Agreement.

In particular, without limiting the foregoing, the following shall apply:

If Purchaser or a Purchaser Affiliate (including any Target Group Company, and including, for the avoidance of doubt, any Acquiring Purchaser Affiliate) is awarded with any claim against Seller or a Local Share Transferor under a Local Share Transfer Agreement that is not provided for in or otherwise conflicts with this Agreement, Purchaser shall indemnify (freistellen) Seller and the Local Share Transferors from any such claim; or

If Seller or a Seller Group Entity (including any Local Share Transferor) is awarded with any claim against Purchaser or a Purchaser Affiliate (including any Target Group Company) under a Local Share Transfer Agreement that is not provided for in or otherwise conflicts with this Agreement (including claims for payment of consideration arising due to local-law requirements), Seller shall indemnify (freistellen) Purchaser and the Purchaser Affiliates (including Target Group Companies) from any such claim.

No Assignment of Claims

Confidentiality

No Party shall make any press release or other public announcement with respect to this Agreement, the Transaction or the contents of this Agreement, in each case except as expressly otherwise agreed with the other Party or as may be required in order to comply with the requirements of any applicable laws or regulations, in which case the Parties shall, to the extent legally permissible (including under ad-hoc disclosure obligations), notify the respective other Party without undue delay (unverzüglich) of such requirement, consult on the scope of the announcement and cooperate reasonably in any efforts to avoid or limit the proposed announcement. The preceding sentence shall not apply with respect to Seller’s ad-hoc announcement in connection with the signing of the Transaction.

For the purpose of this Agreement, “Confidential Information” shall mean (i) this Agreement, all contents thereof and the content of the negotiations relating to it, (ii) any information relating to the Parties and their Affiliates (excluding the Target Group Companies) provided by or on behalf of a Party in connection with this Agreement, (iii) any information provided by or on behalf of a Party in connection with the performance of this Agreement and (iv) any information relating to the Target Group Companies, provided, however, that such last-mentioned information shall be Confidential Information for Purchaser only until the Closing Date.

The Parties shall keep any Confidential Information confidential and shall not disclose or use for any purpose (other than consummating the transactions contemplated hereby, enforcing their respective rights hereunder and, in the case of Seller, operating the Business prior to the Closing Date) any Confidential Information unless and to the extent the disclosure is

(i) made to a Party’s or any of the Target Group Companies’ directors, officers, employees, professional advisors or agents (including auditors, lenders, banks and insurance carriers) or the agents’ professional advisors, in each case having a need to know such information in connection with their function and/or engagement, (ii) required for the due fulfillment of the relevant Party’s obligations under this Agreement, or (iii) required for the fulfillment of any information or reporting obligations towards direct or indirect shareholders of the relevant Party, provided for all such cases ((i) through (iii)) that the receiving person/entity is bound to confidentiality obligations similar to those set forth by this Section 45 (either contractually or under statutory secrecy obligations), and further provided that the disclosing Party is responsible for any breach of the confidentiality obligations by any person to whom it has made available Confidential Information;

required by any applicable law, stock exchange regulation or public authority (in which case, the Parties shall, to the extent legally permissible, notify the respective other Party without undue delay (unverzüglich) of such requirement, consult on the scope of disclosure and cooperate reasonably in any efforts to avoid or limit disclosure proposed by either Party);

required for the purpose of any arbitral or judicial proceedings arising out of this Agreement;

limited to information that is generally known to the public other than as a result of a breach of a duty of confidentiality; or

explicitly agreed between the Parties.

The Parties agree that the non-disclosure agreement dated October 8/9, 2024, the amendment to the non-disclosure agreement dated May 21/27, 2025 and the clean team non-disclosure agreement dated July 25, 2025, copies of which are attached hereto as Exhibit 45.4, (together the “NDA”) shall remain in force and effect and shall expire on the Closing Date, provided that, after the Signing Date, the provisions of the NDA shall only continue to apply in addition to Sections 45.1 and 45.3 to the extent required to comply with applicable law.

Seller shall, upon Purchaser’s request, use commercially reasonable efforts to enforce any confidentiality and non-use provisions relating to confidential information regarding the Business or any of the Target Group Companies in any non-disclosure, confidentiality or similar agreement between any Seller Group Entity, on the one hand, and any potential acquiror of all or a majority of the Business, on the other hand, and Purchaser shall reimburse Seller for the reasonable and documented out-of-pocket costs incurred by Seller in connection with such efforts.

The provisions of this Section 45 shall be effective as from the Signing Date and shall expire three (3) years after the Closing Date.

Costs and Expenses

Subject to Sections 18.2 and 46.2, (i) the costs for the notarization of this Agreement and for the notarization of any agreements entered into in connection with this Agreement, (ii) the filing fees of the filings submitted to the Regulatory Clearance Authorities and other regulatory bodies and (iii) any insurance premiums for or in connection with the W&I Insurance shall be borne by Purchaser.

Each Party shall bear the costs and fees of its own advisors.

Notices; Agent for Service of Process

All notices, request and other communication hereunder (including, for the avoidance of doubt, the making of any claims under or in connection with this Agreement) shall be made in writing in the English language and delivered by hand, by courier or by transmission of a scan of a signed message by e-mail to the respective Party at the address set forth below, or to such other address as may be designated by the respective Party to the relevant other Party in the same manner with such change becoming effective only three (3) Business Days after receipt of a Notice of such change by the other Party:

Purchaser hereby appoints Hengeler Mueller Partnerschaft von Rechtsanwälten mbB as agent for service of process (Zustellungsbevollmächtigter) for all legal proceedings and disputes involving Purchaser under or in connection with this Agreement. Such appointment shall only terminate upon the appointment of another agent for service of process domiciled in Germany, provided that the agent’s appointment has been Notified to and approved by Seller, such approval not to be unreasonably withheld. Purchaser shall promptly after the Signing Date and upon the appointment of any new agent for service of process, as the case may be, issue to the agent for service of process a written power of attorney (Vollmachtsurkunde) and shall irrevocably instruct the agent for service of process to submit such written power of attorney in connection with any service of process under this Agreement.

General Provisions

No amendment, supplement or modification of this Agreement (including this Section 48.1) shall be binding unless executed in writing by the Parties. Stricter requirements under mandatory law shall remain unaffected.

This Agreement (including its Exhibits) constitutes the full understanding of the Parties and the complete and exclusive statements of the terms and conditions of the Parties’ agreements relating to the subject matter hereof and supersedes any and all prior agreements and understandings, whether written or oral, that may exist between the Parties with respect to the subject matter of this Agreement or parts thereof. Side agreements to this Agreement do not exist. All Exhibits to this Agreement are an integral part of the Agreement.

Unless explicitly provided otherwise herein, this Agreement shall not grant any rights to, and is not intended to operate for the benefit of, any Third Parties, including any Target Group Company (kein echter Vertrag zugunsten Dritter). To amend or revoke provisions of this Agreement that constitute a contract for the benefit of third parties (echter Vertrag zugunsten Dritter), the Parties do not require the third-party beneficiaries’ consent.

This Agreement shall be governed by, and construed in accordance with, the laws of Germany, excluding the German conflict of law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

All disputes arising out of or in connection with this Agreement (including the breach, termination or validity thereof) shall be finally settled, without recourse to the ordinary courts of law, by arbitration in accordance with the Arbitration Rules of the German Arbitration Institute (Deutsche Institution für Schiedsgerichtsbarkeit e.V.), as amended from time to time. The arbitral tribunal shall be comprised of three (3) arbitrators. The seat of the arbitration shall be Frankfurt a.M., Germany. The language of the arbitration shall be English. Documents originating in the German language may be submitted in the German language without an English translation. The right to obtain injunctive relief (vorläufigen Rechtsschutz) before state courts shall not be excluded.

Should any provision of this Agreement be or become invalid, ineffective or unenforceable as a whole or in part (including any provisions relating to Sanctions), the validity, effectiveness and enforceability of the remaining provisions shall not be affected thereby. Any such invalid, ineffective or unenforceable provision shall be deemed replaced by such valid, effective and enforceable provision as comes closest to the economic intent and the purpose of such invalid, ineffective or unenforceable provision as regards subject-matter, amount, time, place and extent. The aforesaid shall apply mutatis mutandis to any gap in this Agreement.

Definitions

of a person or entity means any person or entity that, at the relevant point in time, controls, is controlled by, or is under common control with, such person or entity. As used in this definition, “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a person or entity, whether through (i) ownership of voting securities or other interests, (ii) the ability to appoint a majority of the board of directors (or other similar body in respect of an entity that is not a corporate body), or (iii) contract or otherwise.

With respect to Seller, the term Affiliate does not include the Target Group Companies, unless expressly specified otherwise in a certain provision of this Agreement.

means any affiliated, consolidated, combined, unitary or similar group

(including any affiliated group of corporations as defined in Section 1504(a) of the Code electing to file consolidated U.S. federal income Tax Returns) of which Seller or any of its Affiliates is a member.

List of Definitions

2024 Financials

Acquiring Purchaser Affiliate

Additional Business Employees

Adjustment Amount

Affiliate

Agreement

Ancillary Agreements

Assignment Consent

Base Amount

Base Amount Allocation

Beneficiaries

BGB

Bring-Down Notice

Business

Business Day

Business Employee

Business Service Provider

Closing

Closing Actions

Closing Conditions

Closing Date

Closing Memorandum

Code

Combined Group

Companies

Competing Business

Competing Segment

Confidential Information

Continued Intragroup Contracts

Contract Manufacturing Agreement