Share Purchase Agreement Sample (Purchase this doc, Text: 08118887270 (Whatsapp))

1. SHARE PURCHASE AGREEMENT
relating to
all outstanding shares in
_____________________
dated ........... 20_,_,
between
__________________
(as Seller)
And
[______________________]
(as Purchaser)
And
PT __________________
(as Warrantor)
And
_____________________
(as the Company)

2. 2
CONTENTS
Clause Page
1. INTERPRETATIONS.................................................................................................. 5
2. SALE AND PURCHASE............................................................................................10
3. PURCHASEPRICE ...................................................................................................11
4. CONDITIONSPRECEDENT......................................................................................13
5. LOCKED BOX COVENANTS....................................................................................13
6. COMPLETION...........................................................................................................14
7. ACTION FOLLOWING COMPLETION.....................................................................15
8. TAX...........................................................................................................................15
9. DUE DILIGENCE INVESTIGATION.........................................................................16
10. SELLER’S WARRANTIES.........................................................................................17
11. PURCHASER’S WARRANTIES.................................................................................17
12. SELLER’S LIABILITY...............................................................................................18
13. NORD STREAM PROJECT........................................................................................21
14. NON COMPETITION / NON SOLICITATION ...........................................................22
15. __________ name.......................................................................................................22
16. ENTIRE AGREEMENT..............................................................................................22
17. NOTICES...................................................................................................................22
18. ANNOUNCEMENTS.................................................................................................24
19. CONFIDENTIALITY .................................................................................................24
20. COSTS AND EXPENSES...........................................................................................25
21. INVALIDITY AND WAIVER.....................................................................................25
22. COUNTERPARTS......................................................................................................25
23. GOVERNING LAW AND JURISDICTION.................................................................25
SCHEDULES
Schedule (A) ____________ Minority Interests
Schedule (B) Subsidiaries
Schedule 1.1.1
Schedule 1.1.2
Schedule 1.1.3
Annual Accounts .......
Material Pipecoating Projects
Seller’s Group’s Loans
Schedule 9.1(b) Data Room
Schedule 9.2(i) Disclosure Letter
Schedule 10.1 Warranties
Schedule 13.1 Nord Stream Guarantee
Schedule 10.1 Nord Stream Agreement

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THIS SHARE PURCHASE AGREEMENT (“Agreement”) is made on .............. by and
between:
PARTIES:
(1) __________________, a private company with limited liability incorporated and organized
under the laws of The Netherlands, having its statutory seat at ..........................,................,
hereinafter referred to as the “Seller”;
(2) _________________, a private company with limited liability incorporated and organised
under the laws of Germany, having its statutory seat at .............................................,
hereinafter referred to as the “Purchaser”.
The parties above are hereinafter also collectively referred to as “Parties” and each individually as
a “Party”.
AND
(3) PT __________________, a company incorporated and organized under the laws of
Indonesia, registered under “Deed of Company no ......” dated ..................,, having its
statutory seat at ...................................................................................., hereinafter referred
to as the “Warrantor”,
AND
(4) _____________________, a French joint stock company, having its statutory seat
........................................., registered with the Dunkirk Trade and Commerce registry under
number ........................., hereinafter referred to as the “Company”.
WHEREAS:
(A) The Seller is the owner of the entire issued and outstanding share capital, to the exception
of the ____________ Minority Interests, in the Company.
(B) The Company holds directly or indirectly the percentages of issued and outstanding shares
in companies in Spain, Finland, and Germany as set out in Schedule (B) (together: the
“Subsidiaries” and respectively the “Spanish Subsidiary”, the “Finnish Subsidiary”, and
the “German Subsidiary”).
(C) The Company and the German Subsidiary (together: the “Target Companies”) are active
in the field of providing pipe coating services, principally for large diameter oil and gas
pipelines and offer concrete weight and anti-corrosion coating, bends coatings and fittings,
thermal insulation solutions and field joint coating for onshore and offshore applications
(the “Business”).

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(D) The Seller has prepared the Data Room (as defined below) containing information
concerning the Shares, the Company and the Subsidiaries and their businesses. The
Purchaser and representatives of the Purchaser were given full access to the Data Room for
the purposes of reviewing such information, were allowed to submit questions and were
given the full opportunity to attend and participate in management presentations and
interviews and to make site visits. The latter were also provided with additional specific
information not included in the Data Room (the “Specific Information”).
(E) The Seller wishes to sell and the Purchaser wishes to purchase all of the issued and
outstanding shares in the capital of the Company, comprising of .......... (in words:
........................................................) paid-up ordinary shares with a par value of ...........
Euros (in words............................ Euros and ................. (........) Cents) (the “Shares”). In
this respect,the Seller hereby undertakes to buy back the ____________ Minority Interests
prior to Completion, as provided for in Clause 4.1.2 hereto.
(F) It is hereby specified that all issued shares in the share capital of the Spanish Subsidiary
and of the Finnish Subsidiary shall be transferred by the Company to any member of the
Seller’s Group prior to Completion, as provided for in Clause 4.1.3 hereto.
(G) The Parties have obtained all necessary internal and external advice, approvals and
consents and have complied with all notifications and consultations required and any
applicable legislation, acts and other legal requirements regarding any works’ councils
relating to the Business, as presently conducted in respect of the transaction contemplated
by this Agreement (the “Transaction”).
AGREED TERMS:
1. DEFINITION AND INTERPRETATIONS
1.1 In this Agreement, unless the context otherwise requires, the following words and
expressions shall bear the following meanings:
Accounting Principles: means general accepted accounting principles as
consistently applied during the last three years by the
Target Companies as further set out in the explanatory
notes in the annual accounts over the financial year .........
as attached as Schedule 1.1 from which follows, among
others, that the earnings relating to projects-in-progress
are reported on the basis of the percentage of completion
method;
Accounts Date: ............................;
Additional Purchase Price: has the meaning given in Clause 3.2;
Affiliates: means any direct or indirect subsidiaries of any person
and any direct or indirect holding person of such person

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and all other direct or indirect subsidiaries of any such
holding person and any other entity, incorporated or not
in which any such person holds a majority of voting
rights by law, articles or agreement, or holds control
otherwise (meaning having the power to appoint a
majority of the board of directors or other management
body) from time to time;
Agreement: means this agreement and the Schedules and Annexes
thereto;
Annual Accounts .......: means the financial statements of the Company, as well
as the IFRS audited consolidated accounts of the
Company and its subsidiaries, prepared in accordance
with the Accounting Principles and reflecting the assets,
liabilities and results of the Target Companies as at the
Accounts Date and for the twelve (12) month period
ended on the Accounts Date as set out in Schedule 1.1.1;
Breach: has the meaning given in Clause 9.2(b);
Business: has the meaning given in Recital (C);
Business Day: means a day (other than a Saturday or a Sunday) on
which banks are open for business in France;
Claim: means any claim by the Purchaser against the Seller
pursuant to a Breach or a Warranty Breach;
Company: has the meaning given in (4) of the front page of this
Agreement;
Completion: means the transfer of the Shares under the terms and
conditions of this Agreement;
Completion Date: means ultimately the fifth (5th
) Business Day after
fulfillment or, as the case may be, waiver of the
Conditions or such other date as Parties may agree in
writing;
Conditions: have the meaning given in Clause 4.1;
Data Room: means the virtual data room containing financial, tax,
legal, commercial and other information on the Target
Companies and their business as contained in the CD
Rom attached as Schedule 9.1(b);
Disclosed Information: means any and all information, including information
regarding the Business, the Target Companies or their

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business, or both, disclosed by the Seller to the Purchaser
or its advisers in this Agreement, the Disclosure Letter, or
as part of the Due Diligence Investigation in the
documents provided in the Data Room, as Specific
Information and during interviews, presentations or
otherwise;
Disclosure Letter: means the disclosure letter from the Seller to the
Purchaser;
Due Diligence Investigation: has the meaning given in Clause 9.1(a);
Earn Out Period: means twenty-four (24) months as from Completion
Date;
Effective Date: ...............................;
Encumbrance: means any mortgage, charge, pledge lien or any other
security interest of any kind;
Long Stop Date: has the meaning given in Clause 4.3;
Losses: means all losses, liabilities, costs (including reasonable
attorney and expert fees), charges, expenses, actions,
proceedings, claims and demands;
____________ Minority
Interests
Finnish Subsidiary:;
German Subsidiary:
means the six (6) _____________________ S.A. shares
held for regulatory compliance purposes by individuals as
set out in Schedule (A);
means ________________ ;
means ________________ ;
Initial Purchase Price: has the meaning given in Clause 3.1;
Material Pipecoating Project: means any of the following concrete weight pipeline
coating and/or thermal insulation markets: NSP III,
Shtokman, Arabiyah & Hasbah-Wasit and Shah Deniz II
as described in Schedule 1.1.2, and any other such
markets of a contract value exceeding EUR ....................
(in words: ....................... Euros) awarded within the Earn
Out Period
For the purposes of the definition of Material
Pipecoating Project,“a concrete weight pipeline coating
and/or thermal insulation market” shall mean: any
contract, public procurement, market, arrangement,

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agreement and undertaking, of any nature whatsoever,
relating to activities of concrete weight coating, and/or
thermal insulation, all or part of which is awarded during
the Earn Out Period.
For the purposes of the definition of Material
Pipecoating Project,“contract value” shall mean: any
direct and indirect turnover generated by the relevant
Material Pipecoating Project.
Minimum Additional
Purchase Price:
has the meaning set forth in Clause 3.2.3;
Nord Stream Agreement:
Nord Stream Company:
Nord Stream Guarantee:
Nord Stream Project:
Party or Parties:
has the meaning set forth in Clause 13.1.1;
means Nord Stream AG, a Swiss company, having its
registered office at Grafenauweg 2, Zug/Switzerland;
has the meaning set forth in Clause 13.1;
means the pipecoating project subject to the Nord Stream
Agreement;
means each of Seller, the Purchaser, the Warrantor and
the Company individually or, as the case may be, the
Seller, the Purchaser the Warrantor and the Company
collectively;
Performance Bonds: has the meaning set forth in Clause 13.5;
Pre-contractual Statement: means a draft, term sheet, agreement, undertaking,
representation, warranty, promise, assurance or
arrangement of any nature whatsoever, whether or not in
writing, relating to the subject matter of this Agreement
made or given by a Party at any time prior to the date of
this Agreement;
Purchase Price: means the addition of the Initial Purchase Price and the
Additional Purchase Price and the Supplemental Purchase
Price;
Purchaser:
Revenue:
mutares Holding AG;
means any payment made on account of a Material
Pipecoating Project (excluding VAT, and after French
corporate income tax payable thereon by the Company)

9. 9
Related Party:
including, without limitation, any downpayment, advance
payments, partial payments, milestone payments etc.;
means any party directly or indirectly contractually
related to the Purchaser or any of its Affiliates;
Seller’s Group: means the Seller and any direct or indirect holding person
and all other direct or indirect subsidiaries of any such
holding person and any other entity, incorporated or not
in which any such person holds a majority of voting
rights by law, articles or agreement, or holds control
otherwise (meaning having the power to appoint a
majority of the board of directors or other management
body) from time to time;
Seller: __________________;
Shares:
Seller’s Group’s Loans
has the meaning given in Recital (E);
means those amounts of moneys lent by the Seller or any
company of the Seller’s Group other than the Target
Companies, to the Target Companies, the amounts of
which at the date of this agreement are detailed in
Schedule 1.1.3.
Spanish Subsidiary
Specific Information
means ________________.;
means the information and documents provided to the
Purchaser in the framework of the Due Diligence
Investigation that are not contained in the Data Room, but
that are listed in the CD Rom attached as Schedule
9.1(b);
Subsidiaries:
Supplemental Purchase
Price:
________________, ________________. and
________________;
has the meaning given in Clause 3.3;
Target Companies:
Tax:
has the meaning given in Recital C;
all corporate or other income taxes, wage withholding
tax, social security contributions, value added and sales
tax, capital tax, real property transfer tax, including any
interest and penalties relating thereto, due, payable,
levied or accrued and/or imposed by any national,
federal, State, provincial, municipal and other

10. 10
governmental authority in any relevant jurisdiction;
Tax Authority: any taxing or other authority anywhere in the world
competent to impose any liability for Taxes or to
administer or collect any Tax;
Third Party Claims: any Claim pursuant to a Warranty Breach that arises as a
result of or in connection with a liability or alleged
liability to a third party (including, for the avoidance of
doubt, any Tax Authority);
Transaction: has the meaning given in Recital (G);
Warranties: has the meaning given in Clause 10.1;
Warranty Breach:
Warrantor:
any event or fact that causes a Warranty to be untrue at
the Effective Date;
means PT __________________.
1.2 In this Agreement, unless otherwise specified:
1.2.1 references to Clauses, Schedules and Annexes are to clauses, schedules and
annexes to this Agreement;
1.2.2 references to a “person” shall be construed so as to include any individual, firm,
company, government, state or agency of a state or any joint venture, association
or partnership (whether or not having separate legal personality);
1.2.3 headings to Clauses and Schedules are for convenience only and do not affect the
interpretation of this Agreement;
1.2.4 the Schedules form part of this Agreement and shall have the same force and effect
as if expressly set out in the body of this Agreement, and any reference to this
Agreement shall include the Schedules;
1.2.5 “to the best of Seller’s knowledge” or any similar expression used herein means
the knowledge, information or belief of the Seller after due inquiry with the
management of the relevant Target Company.
2. SALE AND PURCHASE
2.1 Subject to the terms and conditions of this Agreement, the Seller hereby sells and agrees to
transfer the Shares to the Purchaser and the Purchaser hereby purchases and agrees to
accept the transfer of the Shares from the Seller on the Completion Date.

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2.2 The Shares shall be transferred free of any Encumbrances.
2.3 Subject to Completion and the terms and conditions of this Agreement, the economic
benefits and risks, relating to the Shares will be deemed to be transferred to the Purchaser
with effect as from the Effective Date, irrespective of the fact that Completion takes place
at a later date than the Effective Date. As from the Effective Date, the Business is deemed
to have been conducted for the risk and account of the Purchaser, who shall be solely
entitled to receive any dividends on account of the period of time starting on the Effective
Date.
3. PURCHASE PRICE
3.1 Initial Purchase Price
The initial purchase price for the Shares shall be EUR ........ (in words: ...... Euro).
The Initial Purchase Price shall be paid in full in cash on Completion Date by the
Purchaser to the Seller, as detailed in Clause 6.2.
3.2 Additional Purchase Price
3.2.1 The Parties hereby agree that the Purchaser shall pay to the Seller an additional purchase
price which shall be calculated as follows:
Subject to either of the following conditions being met:
i. any of the Target Companies is awarded directly or indirectly, one or several
Material Pipecoating Projects; or,
ii. the Purchaser or any of its Affiliates, other than a Target Company, or a Related
Party is awarded directly or indirectly, one or several Material Pipecoating
Projects.
the Purchaser shall pay to the Seller an additional purchase price amounting to 10 % (ten
per cent) of the Revenue cashed in by a Target Company, the Purchaser, its Affiliates
and/or Related Parties for any such Material Pipecoating Project, up to a maximum amount
of [EUR............... (in words ............... euro] and thereafter 7.5% (seven point five percent)
of the Revenue cashed in by a Target Company, the Purchaser, its Affiliates and/or Related
Parties for any such Material Pipecoating Project, up to a total maximum cumulative
amount of EUR ................ (in words: ............... Euro) (the “Additional Purchase Price”).
The payment of the Additional Purchase Price shall be made by the Purchaser for each
Material Pipecoating Project within thirty (30) days of receipt of any payment to a Target
Company, the Purchaser, its Affiliates and/or Related Parties of sums of money
constituting a Revenue on account of any such Material Pipecoating Project.

12. 12
The Additional Purchase Price shall be paid by the Purchaser to the Seller, by wire transfer
to a bank account of the Seller, as instructed from time to time by the Seller.
3.2.2 The Purchaser shall provide, and shall procure that the Target Companies, its Affiliates or
Related Parties provide, all and any information and documents reasonably requested by
the Seller or any third party counsel that the Seller would discretionarily elect to appoint,
for the purpose of Clause 3.2. The Purchaser shall, and shall procure that the Target
Companies, its Affiliates and Related Parties shall, readily and spontaneously provide the
Seller or any appointed third party counsel, with a copy of any bid made by any of the
Target Companies, the Purchaser or its Affiliates or a Related Party on any and all potential
Material Pipecoating Projects and shall also keep the Seller readily informed of the award
of any Material Pipecoating Project.
3.2.3 The Purchaser undertakes to pay to the Seller a minimum Additional Purchase Price of
EUR................,(.......... ....... Euro) on ........................ (the “Minimum Additional
Purchase Price”), irrespective of whether any of the conditions provided in Clause 3.2.1
above has been met or not.
3.3 Supplemental Purchase Price in case of sale or mortgage of the Mukran assets.
3.3.1 The Purchaser further undertakes to pay to the Seller an amount of money equal to the net
proceeds for the German Subsidiary of the sale of any or all of the assets belonging to the
German Subsidiary on the Mukran site, reduced by the Minimum Additional Purchase
Price provided that such Minimum Additional Purchase Price has already been paid. This
shall also apply to the amount of any financial benefit gained by the German Subsidiary,
including loans, further to a mortgage, pledge or other lien being granted on the assets of
the German Subsidiary located in Mukran.
The payment of the Supplemental Purchase Price shall be made by the Purchaser within
thirty (30) days of receipt of any payment by the German Subsidiary of sums of money
further to any of the transactions provided in the previous paragraph, provided that such
transaction occurs within five (5) years of the Completion Date.
The Supplemental Purchase Price shall be paid by the Purchaser to the Seller, by wire
transfer to a bank account of the Seller, as instructed from time to time by the Seller.
3.3.2 The Purchaser shall provide, and shall procure that the Target Companies, provide, all and
any information and documents reasonably requested by the Seller or any third party
counsel that the Seller would discretionarily elect to appoint, for the purpose of Clause 3.3.
The Purchaser shall, and shall procure that the Target Companies, shall, readily and
spontaneously provide the Seller or any appointed third party counsel, with a copy of any
sale or mortgage made by the German Subsidiary of any of its assets located in Mukran.

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4. CONDITIONS PRECEDENT
4.1 The sale and purchase of the Shares and Completion is subject to the following conditions
precedent (the “Conditions”):
4.1.1 any Encumbrances affecting any of the Shares or the German Subsidiary shares,
shall have been released unconditionally, or subject to Completion only;
4.1.2 the transfer of all issued shares in the share capital of ________________ and
________________ by the Company to any member of the Seller’s Group shall
have been effected; and
4.1.3 the relevant Target Companies shall have been released from all security rights,
guarantees, indemnities, co-obligorships or other assurances given by any Target
Company to any person for the benefit of any member of the Seller’s Group as the
case may be.
4.1.4 the ____________ Minority Interests shall have been duly transferred to the Seller.
4.2 The Purchaser and the Seller shall use their best efforts to procure that the Conditions
contained in Clause 4.1 shall be satisfied as soon as possible.
4.3 If the Conditions are not fulfilled ultimately on ...................... (the “Long Stop Date”), the
Seller is entitled to dissolve this Agreement, save for the provisions of Clause 18, Clause
19 and Clause 23 which shall remain in force, without incurring any liability whatsoever
vis-à-vis the Purchaser.
5. LOCKED BOX COVENANTS
5.1 The Seller guarantees that in the period between the Effective Date and the Completion
Date:
5.1.1 the Target Companies have carried on their Business in all material respects in the
ordinary and usual course consistent with past practice;
5.1.2 the Target Companies have not, other than in the ordinary course of business,
disposed or encumbered any of their material assets or agreed to dispose or
encumber any of their material assets, with a book value exceeding EUR ............
(in words : ................. Euro);
5.1.3 no share capital of any of the Target Companies has been (agreed to be) allotted,
issued, redeemed or repurchased by the relevant Target Company and no option
over or right to subscribe for any share capital (including profit participation rights)
or other Encumbrances over the share capital of any Target Company has been
(agreed to be) granted by such Target Company;

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5.1.4 no dividend or other distribution or repayment of capital is paid or declared by the
Company and the Company has not been a party to any agreement to do so;
5.1.5 other than in the ordinary course of business, the Target Companies have not made
or agreed to make any payments to or on behalf of the Seller or any member of the
Seller’s Group or granted or agreed to grant any guarantee or security for any
obligations of the Seller or any member of the Seller’s;
5.1.6 the Accounting Principles have not been changed;
5.1.7 no Target Company has incurred any borrowings or any other indebtedness other
than in the ordinary course of business and in the same manner as in the past;
5.1.8 no Target Company has entered into any guarantee, indemnity, security or given
any other assurance for the benefit of a third party, other than in the ordinary
course of business;
5.1.9 no Target Company has entered into or incurred any capital commitments,
contingent liabilities or any other liability other than in the ordinary course of
business or in connection with bank guarantees, and
5.1.10 no Target Company has agreed or committed to do any of the foregoing.
5.1.11 The Target Company owns all required intellectual property rights to conduct its
business or has the license to use all required rights, in the same way as in the past.
6. COMPLETION
6.1 Completion shall take place on the Completion Date at .....................................
6.2 On the Completion Date, the following steps will be taken:
6.2.1 the Seller shall deliver to the Purchaser a signed certificate confirming that the
Conditions listed under Clauses 4.1.1, 4.1.2., 4.1.3, and 4.1.4 have been satisfied;
6.2.2 the Seller shall deliver to the Purchaser a certified copy of the minutes of the works
council of the Company, justifying that the latter has been duly consulted and
informed on the contemplated Transaction as provided for herein in accordance
with the provisions of Article L2323-19 of the French Code du Travail;
6.2.3 the Seller shall deliver to the Purchaser the shareholders register of the Company;
6.2.4 the Seller shall execute the share transfer order regarding the transfer of the Shares
to the benefit of the Purchaser, and both Parties shall execute the tax form N°2759
(Cerfa n°2759) for registration of the transfer of the Shares with the French tax
authorities;

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6.2.5 the Purchaser shall pay the Initial Purchase Price by remittance of cash money
6.2.6 the Purchaser, in its capacity as shareholder of the Company, shall accept the
resignation of each of Mr. ................. and Mr. ................. as directors of the
Company and of Mr. ................. as director of the German Subsidiary subject to
full and final discharge of their management of the Company or of the German
Subsidiary respectively up to, and including, the Completion Date.
7. ACTION FOLLOWING COMPLETION
7.1 If and when requested by the Purchaser or the Seller following Completion, the Seller or
the Purchaser shall take or procure the taking of all actions (or refrain and procure that their
group companies refrain from taking any actions) and execute or procure the execution of
all such further documents, forms, assignments, transfers, assurances and other things as
the Purchaser or the Seller, as the case may be, may reasonably consider necessary or
appropriate to give full effect to the transactions contemplated in this Agreement, or any
ancillary documents executed pursuant hereto.
7.2 The Purchaser shall procure that the Target Companies, shall make their best effort to
release the relevant member of Seller’s Group from all security rights, guarantees,
indemnities, co-obligorships or other assurances given by any member of the Seller’s
Group to any person for the benefit of any Target Company.
8. TAX
8.1 Following the Completion, the Purchaser (and the Company) shall control all audits or
administrative or judicial proceedings relating to Taxes of the Target Companies.
8.2 The Seller shall provide the Purchaser and the Target Companies, and the Purchaser shall
provide, and procure that the Target Companies shall provide, the Seller with all
information and assistance without any compensation being due for such assistance, as
they may reasonably request in connection with the preparation of any Tax return or related
document relating to any period prior to Completion.
8.3 In the case of an audit or administrative or judicial proceeding relating to Taxes of the
Target Companies that relates to periods ending on or before the Effective Date or for
which Purchaser may seek compensation for damages from the Seller on the basis of clause
10 of Schedule 10.1 of this Agreement, the Seller shall have the right, at its expense, to
control the conduct of such audit or proceeding, and the Purchaser shall have the right, at
its expense, to participate with the Seller in the conduct of such audit or proceeding. The
Seller may not settle any audit or administrative or judicial proceedings for which the
Seller may have an obligation to compensate under this Agreement without the Purchaser’s
written consent, which consent shall not be unreasonably withheld.
8.4 The Seller on the one hand, and the Purchaser and the Company on the other hand, shall
cooperate, as and to the extent reasonably requested by the other, in connection with any

16. 16
audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include
the retention and (upon any such other Party’s request) the provision of records and
information that are reasonably relevant to any such audit, litigation or other proceeding
and making employees available on a mutually convenient basis to provide additional
information and explanation of any material provided hereunder.
9. DUE DILIGENCE INVESTIGATION
9.1 The Purchaser acknowledges and agrees that:
(a) it has performed, with the assistance of professional advisers, full due diligence
investigation with respect to legal, financial, commercial and tax aspects relating to
the Shares,the Target Companies and the Business of the Target Companies on the
basis of the information provided by the Seller, the Target Companies and their
advisers (the “Due Diligence Investigation”);
(b) for the purpose of the Due Diligence Investigation, the Purchaser has had (and its
advisers have had) sufficient opportunity to review any and all information made
available to the Purchaser and its advisers, by having had, amongst others, (i)
access to all reports and financial, legal, tax, commercial and other information
provided in the Data Room prepared by the Seller, as contained in the CD Rom
enclosed to this Agreement as Schedule 9.1(b), (ii) the opportunity to submit
questions to and receive answers from the Seller on any matter that it deemed
proper and necessary for the purpose of entering into this Agreement, (iii) access to
the management and operating sites of the Company and the other Target
Companies, and (iv) raised with the Seller and the Company all issues which it
considered relevant in connection with the Transaction.
9.2 Notwithstanding any other provisions of this Agreement, the Seller:
(a) shall not be in Breach (as defined below); and
(b) shall not be liable in respect of any matter giving rise to a Warranty Breach or a
breach of any obligations of the Seller under this Agreement (a “Breach”);
to the extent that the facts or circumstances giving rise thereto:
(i) were known, or should have been known, to the Purchaser or its advisers on the
basis of the Disclosed Information, including the Disclosure Letter, as attached as
Schedule 9.2(i), or the Due Diligence Investigation; or
(ii) have been fairly disclosed, or excepted, in the Warranties themselves, the
Disclosure Letter or otherwise in the Agreement or in the Schedules hereto,
whereby ‘fairly disclosed’ refers to matters that are reasonably apparent from the
relevant documents in order for the Purchaser or its advisers to assess the issue at
hand; or

17. 17
(iii) could have been reasonably discovered prior to the Completion Date from records
which are in the public domain as at the Effective Date, the date of this Agreement
or the Completion Date (as the case may be).
10. SELLER’S WARRANTIES
10.1 The Seller hereby represents and warrants to the Purchaser that each and every one of the
warranties set out in Schedule 10.1 (the “Warranties”), in respect of itself, the Company,
the German Subsidiary, the Business or the Shares, is true on the Effective Date.
10.2 For the avoidance of any doubt, it is understood and accepted by the Purchaser that the
Seller is under no obligation to make any specific disclosures against individual
Warranties.
10.3 The Purchaser acknowledges and agrees that the Warranties are the only representations,
warranties or other assurances of any kind given by or on behalf of the Seller. In the event
of a Warranty Breach, the only remedy for the Purchaser in connection with such Warranty
Breach shall be a claim for performance or Losses subject to the limitations set out in
Clause 12 with exception of Schedule 10.1, Clause 12.
10.4 Any payment made by the Seller in respect of any Claim of the Purchaser, including any
Claim for any Warranty Breach, shall be deemed an adjustment of the Purchase Price for
Tax purposes.
10.5 The Purchaser acknowledges and agrees at the time of entering into this Agreement that:
10.5.1 it is not aware of any matter or event which is inconsistent with the Warranties or
constitutes or might constitute a breach of the Warranties or give rise to any Claim
in any other way at present or in the future;
10.5.2 the Seller has not made nor is making any representation or warranty, nor accepts
any duty of care in relation to the Purchaser as to the accuracy or completeness of
information, in particular without limitations, as it concerns projections, forecasts,
estimates, projects under tendering/bidding phase, statements of intent or
statements of opinion provided to the Purchaser or its advisers (whether in
presentations, information memoranda or otherwise).
10.6 The Seller acknowledges and agrees at the time of entering into this Agreement that it is
not aware of any fact, circumstance or event which is inconsistent with the Warranties or
which actually constitutes a breach of the Warranties at the time of signing of this
Agreement. The Seller agrees that this absence of knowledge shall be effective, and so
repeated, at Completion, unless indicated otherwise before Completion.
11. PURCHASER’S WARRANTIES

18. 18
11.1 The Purchaser hereby represents and warrants to the Seller that on the date of this
Agreement and on the Completion Date:
11.1.1 the Purchaser is duly incorporated and validly existing as a joint stock corporation
under the laws of Germany;
11.1.2 the Purchaser has not been declared bankrupt and no action or request is pending
or threatened to declare it bankrupt. Purchaser has not filed for nor has it been
granted a moratorium of payment and no similar action under any legislation has
been taken; and
11.1.3 the Purchaser has full right, power and authority to execute and deliver the
Agreement, to perform its obligations hereunder and to carry out the transactions
contemplated hereby. All corporate and other acts or proceedings required to be
taken by the Purchaser to authorize the execution, delivery and performance of the
Agreement and all transactions contemplated hereby have been duly and properly
taken. The Purchaser has available to it all funds necessary to consummate the
Transaction.
11.1.4 the entering into this Agreement and the consummation of the Transaction
contemplated thereby violate neither any existing agreements to which the
Purchaser is a party, nor any licenses, or permits issued to the Purchaser by any
governmental authorities.
11.2 The Purchaser undertakes to procure that the Target Companies pay back all amounts owed
by the Target Companies under Seller’s Group’s Loans, at the latest within five (5)
Business Days of the last payment made by Nord Stream Company on account of the Nord
Stream Agreement and at the latest on ...................... The Purchaser shall indemnify the
Seller in case of default of the Target Companies to perform their obligations under this
Clause 11.2.
12. SELLER’S LIABILITY
12.1 Subject to the limitations of this Clause 12 and any other limitations provided for in this
Agreement, in the event of a Warranty Breach, the Seller shall be liable towards the
Purchaser in respect of all Losses suffered or incurred by the Purchaser or the Target
Companies, or both, as a direct result of such Warranty Breach.
12.2 Any amounts payable to the Purchaser or, as the case may be, any other designated person,
for a Warranty Breach will include any costs and expenses incurred by the Purchaser and
the relevant Target Company to prevent, limit or access any damage resulting from a
Warranty Breach, including any reasonable legal fees and costs of litigation, and interest
equal to the statutory interest on the amount of each Claim from the Completion Date.
12.3 If the Purchaser considers making a Claim in respect of a Warranty Breach, it shall notify
the Seller of this as soon as reasonably practicable and in any event within ten (10)
Business Days after the Purchaser has or could have become aware of the facts and/or
circumstances that gave rise to the Claim, failing which the Seller’s liability in respect of

19. 19
such Warranty Breach shall lapse. The notice shall state in reasonable detail the nature of
the Claim, the facts on which the Claim is based and the amount claimed to the extent
known at such date.
12.4 The Seller shall not be liable for a Warranty Breach unless the Purchaser has served upon
the Seller written notice of such Warranty Breach in accordance with this Agreement:
12.4.1 with respect to the Warranties relating to Tax as set out in Clause 10 of Schedule
10.1, before ..................... ;
12.4.2 with respect to all other Warranties before ...........................
12.5 The Seller shall not be liable for any single Claim:
12.5.1 unless the amount of that single Claim exceeds EUR ............. (in words: ................
Euro); and
12.5.2 unless and to the extent the aggregate amount of the liability of the Seller for all
single Claims exceeding the threshold defined by Clause 12.5.1 above, exceeds
EUR ............ (in words: .......................... thousand Euro);
12.6 The maximum aggregate amount of the liability of the Seller for any and all Claims is
limited to an amount equal to 10% of the Purchase Price.
12.7 In calculating the Losses giving rise to a Claim, such Losses must be reduced by the
economic benefits if any, including without limitation:
12.7.1 any amount recoverable from insurers in respect of such Claim or the event or
circumstance giving rise to such Claim, or that would be so recoverable if the
policies of insurance of the Company were maintained on substantially similar
terms or otherwise affording the same degree of cover as those existing at the date
of signing the Agreement; or,
12.7.2 an allowance, provision or reserve that has been made in the Target Companies’
Accounts or,
12.7.3 any amount of Tax refund to which the Purchaser or any Target Company would
be entitled, or any possible reduction of liability for any Tax; or,
12.7.4 any amount recoverable by the Purchaser or any Target Company from any third
party including any Tax Authority in respect of such Claim.
12.8 The amount of the Losses for which the Seller may be liable will also be reduced by the
following amounts:
12.8.1 any tax adjustment which would have the sole effect of transferring an expense or
an income from one financial year to another and which does not entail an

20. 20
effective payment of taxes will only be taken into account in respect of interest and
late payment penalties with respect to the transfer of such expenses or income; and,
12.9 The Seller shall not be liable for a Claim if and to the extent that it relates to:
12.9.1 any act, omission, transaction, or arrangement carried out at the express request of
the Purchaser before Completion or in respect of which the Purchaser has given its
prior written consent;
12.9.2 any act, omission, transaction, or arrangement carried out by the Purchaser or by
any of the Target Companies (or its management) after the Completion Date,
where such Party was aware or ought to have been aware that it would give rise to,
or increase the amount of, the Seller’s liability;
12.9.3 a change in law or development in case law effective after Completion, including
any changes in the applicable tax rates;
12.9.4 a change in the accounting basis on which the Company values its assets or a
change in the tax structure or corporate structure of the Company or any of the
Target Companies;
12.9.5 a change to the date to which the Company sets up its accounts;
12.9.6 a liability which would not have arisen but for a cessation, or any change in the
nature of any trade carried out by a Target Company at or following Completion.
12.10 If any Claim arises as a result of or in connection with a Third Party Claim, then:
(a) the Purchaser or a Target Company becoming aware of such liability shall
immediately notify the Seller thereof in writing and the Purchaser shall, and shall
procure that the Target Company shall, make available to the Seller and its
advisers all such information as the Seller and its advisers may reasonably require
for assessing the Third Party Claim; and
(b) the Seller will be entitled to assume defense and control of such third Party Claim
without, by doing so, for the avoidance of doubt, accepting any liability towards
the Purchaser or any of the Target Companies for such Third Party Claim; and
(c) in the event the Purchaser or any of the Target Companies is defending the Third
Party Claim, the Purchaser shall, and shall procure that the relevant Target
Companies shall:
(i) consult with the Seller, or such person jointly nominated by the Seller
from time to time, in relation to the conduct of any appeal, dispute,
compromise or defense of the Third Party Claim;

21. 21
(ii) not accept any liability relating to the Third Party Claim nor enter into or
propose any settlement of the Third Party Claim without having obtained
the prior written approval of the Seller; and
(iii) promptly inform the Seller and keep the Seller informed of any progress
of the Third Party Claim.
12.11 Where the Seller is liable in respect of any Warranty Breach and elects to make payment to
the Purchaser and the Purchaser or any of the Target Companies has a right of
reimbursement (in whole or in part) against any person, to the extent the Seller is not
subrogated in the rights of the Purchaser or the relevant Target Company by operation of
law, the Purchaser shall or shall procure that the relevant Target Company shall assign and
transfer to the Seller the benefit of that right for no further consideration. Where a third
party's consent to such assignment is required, the Purchaser must use its best efforts to
obtain it.
12.12 The Purchaser shall not be entitled to recover from the Seller more than once in respect of
any one matter even if more than one Warranty is breached.
12.13 Without prejudice to any duty it may have otherwise, the Purchaser shall use its best
endeavours and procure that the Target Companies use their best endeavours to mitigate
any loss or damage which it, or the Target Companies, may suffer in consequence of any
Warranty Breach.
13. NORD STREAM PROJECT
13.1 The Seller and the Purchaser acknowledge that, by virtue of a separate agreement between
the Target Companies and the Warrantor in the form as attached to this Agreement as
Schedule 14.1 (the “Nord Stream Guarantee”), the content of which is known and
accepted by the Seller and the Purchaser, the Warrantor has accepted to bear the economic
and technical risks of the Nord Stream Project and guarantee the Target Companies against
any and all such risks pertaining to the Nord Stream Project. In consideration for this
guarantee, the Warrantor shall be entitled to all financial benefits of the Nord Stream
Project.
13.1.1 The Seller hereby represents and the Purchaser acknowledges that the Nord Stream Project,
is governed by an agreement between the Company and the Nord Stream Company dated
.................., a copy of which is appended in Schedule 13.1.1hereto (the “Nord Stream
Agreement”).
13.1.2 The Parties acknowledge that the Company’s obligations under the Nord Stream
Agreement should be completed by the end of ................., except with respect to the
continuation of Performance bonds and warranty bonds.
13.1.3 The Purchaser shall procure that between Completion Date and the date of full
performance of the Nord Stream Agreement, the Target Companies shall carry on their
business in respect of the Nord Stream Agreement in a manner consistent with past

22. 22
practices, and shall do their best efforts to comply with their obligations and liabilities
under the Nord Stream Agreement.
14. NON COMPETITION / NON SOLICITATION
14.1 The Seller shall not either directly or indirectly, during a period of four (4) years as from
the Completion Date, without having obtained the prior written permission of the
Purchaser, carry on any business in the countries members of the European Union that
directly competes with the Business carried on by the Target Companies as per the
Completion Date (including, for the sake of clarity : field joint offshore, field joint onshore,
customs coating (coatings on fittings), thermal coating (pipe in pipe), reel to reel coating,
bends coatings and fittings, and concrete weight coating), provided however that the Seller,
directly or indirectly, may hold the record or beneficial ownership of outstanding publicly
traded capital shares and/or stock of any company which engages in the same Business or
of a company which among others engages in the Business.
14.2 The Seller shall not, either directly or indirectly, during a period of four (4) years as from
the Completion Date, without having obtained the prior written permission of the
Purchaser, employ or actively solicit any person who is at the date of this Agreement an
employee of any of the Target Companies. This shall not apply to any such person seeking
employment at his own initiative.
15. __________ NAME
15.1 The Seller procures that ________________ and ________________ shall, within one
(1) year of Completion, cease using by any practicable means, “__________” brand name
and corporate name or denomination and __________ corporate logo, or of any variation
thereof in every document issued by such company including, without limitation, to every
correspondence, brochure, commercial paper, business cards, e-mail, web site, etc.
16. ENTIRE AGREEMENT
16.1 This Agreement constitutes the whole and only agreement between the Parties relating to
the subject matters of this Agreement.
16.2 This Agreement supersedes any Pre-contractual Statement. The Purchaser shall not have
any right of action against the Seller arising out of or in connection with any Pre-
contractual Statement.
17. NOTICES
17.1 A notice under this Agreement shall only be effective if it is made by fax or registered
letter with notice of receipt.

23. 23
17.2 Notices under this Agreement shall be sent to a Party at its address or fax number and for
the attention of the individual set out below:
The Seller: __________________
attention: ................
.......................................
.......................................
.......................................
[fax number < >]
With a copy to: Landwell & Associés
attention: ................
.......................................
.......................................
.......................................
[fax number < >]
The Purchaser: Mutares _____________AG
attention: ................
.......................................
.......................................
.......................................
[fax number < >]
The Company: _____________________
attention: ................
.......................................
.......................................
.......................................
[fax number < >]
With a copy to: ................
attention: ........................
[ADDRESS]
[fax number < >]
provided that a Party may change its notice details on giving written notice to the other
Party of the change in accordance with this Clause.
Any such notice or communication shall be deemed to have been served:

24. 24
(a) if posted by registered letter, at the expiration of three (3) Business Days after the
envelope containing the same shall have been put into the post; or
(b) if sent by fax, upon the receipt by the sender of the transmission report indicating
that the notice or communication has been sent in full to the recipient’s facsimile
machine, or such other similar medium of receipt.
18. ANNOUNCEMENTS
18.1 No announcement concerning the sale of the Shares or any ancillary matter shall be made
by any Party without the prior written approval of the Purchaser and the Seller, such
approval not to be unreasonably withheld or delayed. This Clause does not apply in the
circumstances described in Clause 18.2 below.
18.2 Either Party may, after consultation with the other Party make an announcement
concerning the sale of the Shares or any ancillary matter if, and only to the minimum
extent, required by: (a) law or (b) any securities exchange or regulatory or governmental
body to which that Party is subject or submits, wherever situated, whether or not the
requirement has the force of law, in which case the Party concerned shall take all such
steps as may be reasonable and practicable in the circumstances to agree the contents of
such announcement with the other Parties before making such announcement.
19. CONFIDENTIALITY
19.1 Each Party shall treat as confidential all information received or obtained as a result of
entering into or performing this Agreement which relates to the provisions of this
Agreement, the negotiations relating to this Agreement, the subject matter of this
Agreement or the other Party.
19.2 Notwithstanding the other provisions of this Clause, a Party may only disclose confidential
information as specified in Clause 19.1 above:
- if and to the extent required by the law of any relevant jurisdiction;
- if and to the extent required to vest the full benefit of this Agreement in that
Party;
- to its professional advisers, auditors and bankers;
- if and to the extent the information has come into the public domain through
no fault of that Party; or
- if and to the extent the other Party has given prior written consent to the
disclosure.

25. 25
19.3 Any information to be disclosed pursuant to Clause 19.2 shall be disclosed only after
consultation with the other Party and only the minimum amount of information required to
comply with such obligation shall be released.
20. COSTS AND EXPENSES
20.1 Each Party shall pay its own costs and expenses in relation to the negotiation, execution
and performance of this Agreement and all other documents referred to in it. The costs of
any and all subsequent registration, filing and other public recording costs on account of
the transfer of shares mentioned in Clause 2 above shall be borne by the Purchaser and the
Seller in equal parts.
21. INVALIDITY AND WAIVER
If at any time any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, that shall not affect or
impair:
- the legality, validity or enforceability in that jurisdiction of any other
provision of this Agreement; or
- the legality, validity or enforceability under the law of any other jurisdiction
of that or any other provision of this Agreement; and
the Parties shall replace the non-binding provision with another provision that is binding, in
such a way that the new provision differs as little as possible from the non-binding
provision, taking into account the object, the intent and the purpose of this Agreement.
22. COUNTERPARTS
22.1 This Agreement may be executed in any number of counterparts, and by the Parties on
separate counterparts, but shall not be effective until each Party has executed at least one
counterpart. Each counterpart shall constitute an original of this Agreement, but all the
counterparts together shall constitute one and the same instrument.
23. GOVERNING LAW AND JURISDICTION
23.1 This Agreement shall be governed and construed by and must be interpreted in accordance
with the laws of the French Republic.
23.2 Any dispute arising from or in connection with this Agreement is subject to the exclusive
jurisdiction of the competent courts in France, subject to appeal and appeal in the second
instance. The Parties irrevocably waive any rights that they may have or acquire to object
to the jurisdiction of these courts.

26. 26
THUS AGREED AND SIGNED on the date first above written:
The Seller The Purchaser
_______________________________________
__________________
by: ...........................
title: Managing director
The Warrantor
_______________________________________
PT Aspex Kumborg
by: ..............................
title: ............................
_______________________________________
Mutares [PURCHASER]AG
by: ...............................
title: .............................
The Company
_______________________________________
_____________________
by: ...........................
title: .........................

27. 27
SCHEDULE (B) ____________’S MINORITY INTEREST

28. 28
SCHEDULE (B) SUBSIDIARIES
Legal entity Shareholder(s) Percentage (%)
________________ , a company with limited
liability incorporated and organized under the laws
of Germany, with a share capital of DEM ..........,
having its registered office located at
...................................., registered with the
Commercial Register of the Local Court at
Duisburg under number ................
_____________________
S.A.
100%
________________., a company with limited
liability incorporated and organized under the laws
of Spain, with a share capital of ESP ..........,
having its registered office located ........................,
registered under number ..........
_____________________
S.A.
100%
________________ , a company with [limited
liability] incorporated and organized under the
laws of Finland, with a share capital of EUR
.........., having its registered office located at
..................... Finland, registered with the
Merituulentie .................. Kotka, Finland,
registered with the ................. Trade and
Commerce registry with the Business ID
........................
_____________________
S.A.
100%

29. 29
SCHEDULE 1.1.1 ANNUAL ACCOUNTS .......

30. 30
SCHEDULE 1.1.2 MATERIAL PIPECOATINGS PROJECTS

31. 31
SCHEDULE 1.1.3 SELLER’S GROUP’S LOANS

32. 32
SCHEDULE 9.1(b) DATA ROOM
[CD Rom to be inserted]

33. 33
SCHEDULE 9.2(i) DISCLOSURE LETTER
To [Purchaser]
[date] 20_,_,
Re: Disclosure Letter
Dear Gentlemen,
1. INTRODUCTION
1.1 This letter constitutes the disclosure letter (the “Disclosure Letter”) referred to in the share
purchase agreement (the “Agreement”) to be entered into between __________________
(as Seller) and ............... (as Purchaser) relating to the sale and purchase of the entire issued
and outstanding share capital of _____________________.
1.2 We refer, in particular, to the Warranties contained in Clause 10.1 of and set forth in
Schedule 10.1 to the Agreement.
1.3 The information and material contained in or referred to in this Disclosure Letter, the
Disclosed Information or the Agreement, and in any of the documents attached to or
delivered together with this Disclosure Letter, the Disclosed Information or the Agreement,
will constitute the disclosures (the “Disclosures”) made by us in respect of the Warranties.
The Disclosures are made in respect of all Warranties, and a Disclosure shall not be limited,
in any way, to a single Warranty.
1.4 The Disclosures pertain to the legal entities that are defined in the Agreement as the Target
Companies.
1.5 Except as otherwise provided for by the context, words and expressions used in this
Disclosure Letter shall have the same meanings given to them in the Agreement.
1.6 Reference in this Disclosure Letter to paragraph headings and numbers shall, unless the
context otherwise requires, be to those headings and numbered paragraphs in the
Warranties. Such headings and numbering have been included for the sake of convenience
only and shall not alter the construction of this Disclosure Letter, nor in any way limit the
effect of any of the Disclosures.
1.7 All Warranties are made and given subject to the Disclosures. No Warranty shall be
implied, in addition to the Warranties and none of the Warranties shall be extended by any
of the Disclosures.
1.8 The purpose of this Disclosure Letter is to limit the scope of the Warranties by disclosing
matters, which are exceptions to the Warranties.

34. 34
1.9 Without prejudice to the Agreement, the Purchaser unconditionally agree that the Seller
shall not be held liable in any way in the event of a breach of Warranty in respect of, or
arising out of, the facts and circumstances relating to the Disclosures.
2. GENERAL MATTERS
2.1 The Disclosures shall be deemed to include all the information contained in, revealed by or
made available to the Purchaser by virtue of:
2.1.1 the provisions of and all information contained in, referred to and disclosed in the
Agreement (including the recitals of, and Schedules and Annexes to it), any deeds
or documents to be entered into and all transactions to be implemented pursuant to
the Agreement;
2.1.2 all the statements of fact (rather than statements of opinion or belief) contained in
the annual accounts of the Target Companies (including the notes to those accounts
and the auditors’ and directors’ reports on those accounts);
2.1.3 all matters contained in the articles of association of the Company, each of the
Target Companies, and any other information which is recorded at the public
registries and the public offices, whether or not any investigation, searches,
enquiries or inspections have been made of any record in such registries or public
offices, and all matters which have been made public by the Company, the Target
Companies or the Seller;
2.1.4 all information and matters contained in or referred to in the documents included in
the Disclosed Information.
3. SPECIFIC MATTERS
3.1 Each of the following specific Disclosures, without prejudice of the information covered by
Clause 2 of this Disclosure Letter “General matters”, is numbered to correspond to the
paragraph number of the section or Warranty to which it is considered most likely to relates.
Each matter disclosed is a Disclosure in respect of all Warranties to which it is or may be
appropriate, and is not limited to any particular Warranty.
3.2 Without limiting the foregoing, this Disclosure Letter specifically discloses the following
matters against the Warranties:
Clause  [To be completed]
Yours Sincerely,
__________________ For approval:
by: ..................... ............................
title: ....................

35. 35
SCHEDULE 10.1 WARRANTIES SUBJECT TO DISCLOSURES BY SELLER
1. INTRODUCTION
1.1 A term or expression defined in the Agreement shall, unless the context requires otherwise
or unless specified otherwise in this Schedule, have the same meaning in this Schedule.
2. AUTHORITY AND CAPACITY OF THE SELLER
2.1 The Seller has been duly incorporated and validly exists under the laws of The Netherlands
and has the necessary corporate capacity and power to enter into the Agreement and to
perform its obligations under the Agreement.
2.2 All corporate and other action required to be taken by the Seller to authorise the execution
of the Agreement and the performance of its obligations under the Agreement has been duly
taken or will have been duly taken by Completion.
2.3 The Agreement has been duly executed on behalf of the Seller and constitutes legal, valid
and binding obligations of the Seller, enforceable in accordance with its terms, subject as to
enforceability, to bankruptcy, insolvency, reorganization and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity principles.
3. THE TARGET COMPANIES
3.1 The Target Companies have been duly incorporated and validly exists under the laws
governing their constitution. The Target Companies have the requisite powers to own their
assets and to carry on their business as presently conducted.
3.2 No proposal has been made or resolution adopted for the dissolution or liquidation of the
Target Companies, no circumstances exist which may result in the dissolution or liquidation
of Target Companies, and no proposal has been made or resolution adopted for a statutory
merger or division, or a similar arrangement under the laws of any applicable jurisdiction,
of the Target Companies.
3.3 None of the Target Companies has been (i) declared bankrupt or (ii) granted a temporary or
definitive moratorium of payments or (iii) made subject to any insolvency or reorganisation
proceedings or (iv) involved in negotiations with one or more of its creditors or taken any
other step with a view to the readjustment or rescheduling of all or part of its debts, nor has,
to the best knowledge of the Seller, any third party applied for a declaration of bankruptcy
or any such similar arrangement for the Target Companies under the laws of any applicable
jurisdiction.
3.4 The Target Companies are duly registered in the respective relevant Trade Registers of the
Commercial Court.

36. 36
4. THE TARGET COMPANY SHARES
4.1 The Shares are fully paid-up and have been properly and validly issued. The Shares are free
and clear of any Encumbrances and no commitment to give or create any Encumbrance has
been made.
4.2 The Shares represent the entire issued and outstanding shares in the capital of the Company.
4.3 The Shares of the German Subsidiary are fully paid up and represent the outstanding shares
in the capital of the German Subsidiary. The Shares of the German Subsidiary have been
properly and validly issued and are free and clear of any Encumbrances and no commitment
to give or create any Encumbrance has been made.
4.4 None of the Target Companies has given to any third party any right to acquire or subscribe
for its shares. No rights, including but not limited to option rights, warrants, convertibles
and similar rights, have been granted or issued by the Target Companies relating to any
shares (whether already issued or not) in the share capital of the Target Companies. No
depository receipts have been issued for any of the Shares or the Shares of the German
Subsidiary.
4.5 The Seller has full right and title to the Shares. Apart from the obligations resulting from
the Agreement, there are no obligations with respect to any of the Shares or the German
Subsidiary Shares, for example pursuant to trust, shareholders' or voting agreements or
agreements restricting the transfer of such shares or the payment of dividends, or
agreements pursuant to which approval therefore is required. No restrictions on the transfer
of the Shares or the German Subsidiary Shares are in effect other than those set forth in the
articles of association or similar constitutional documents of the Company or of the German
Subsidiary.
4.6 The Company has not issued any profit sharing certificates or granted any other rights to
share in its profits, nor granted any other rights to third parties (including but not limited to
Employees) entitling such third parties to share in its profits.
4.7 The shareholders' registers of the Target Companies are accurate in all material aspects and
contains all information that should be recorded in such register as required by the relevant
laws and the articles of association of such Target Company.
5. ANNUAL ACCOUNTS .......
5.1 The Annual Accounts .......:
5.1.1 have been prepared in accordance with the relevant and applicable Accounting
Principles;
5.1.2 are complete and correct, and give a true and fair view of the assets, liabilities and
financial position of the Target Companies as at the Accounts Date and of the
profit or loss of the Target Companies for the period ended on the Accounts Date.

37. 37
5.2 On the Accounts Date, none of the Target Companies had any obligations, liabilities or
commitments, contingent or otherwise, matured or unmatured, directly or indirectly, which
were not included in the Annual Accounts ....... or for which no adequate provisions have
been made therein.
5.3 None of the Target Companies has incurred any liabilities, obligations or claims of any
kind, whether actual or contingent, directly or indirectly, relating to any event or
circumstance on or prior to the date hereof other than liabilities that are (i) adequately
recognized in the Annual Accounts ......., or (ii) incurred in the ordinary course of business
and on arm’s length terms after the Accounts Date, or (iii) for agreements and commitments
that can be duly performed by the relevant Target Company without involving losses or
other detriment of an unusual or exceptional nature for the relevant Target Company.
5.4 Each of the Target Companies has kept its books and records in accordance with the
applicable statutory requirements. The administration of each of the Target Companies is
accurate, has been maintained properly and is capable of providing adequately detailed
information as to such Target Company’s financial position.
6. CONDUCT OF BUSINESS, APPROVALS AND COMPLIANCE
6.1 To the best of Seller’s knowledge, each Target Company has obtained the licences,
permissions, authorisations and consents (together “Approvals”) required for carrying on
its business effectively in the places and in the manner in which it is carried on at the date
of this Agreement. So far as the Seller is aware, there are no circumstances which indicate
that any of the Approvals will or are likely to be revoked or not renewed.
6.2 Each Target Company has conducted its business and corporate affairs in accordance with
its articles of association.
7. INSURANCE
7.1 The Target Companies are and the Business has been adequately insured against all risks
normally insured against by companies carrying on a similar business as the Company and
the Target Companies and have timely paid all premiums due under the relevant insurance
policies.
8. EMPLOYEES
8.1 No proposal, assurance or commitment has been communicated to any of the employees of
the Target Companies as per the Effective Date (the “Employees”) regarding any material
change to his terms of employment other than in the ordinary course of business or based on
any collective labour agreement, mandatory law or regulation.
8.2 There is no material dispute pending between any of the Target Companies and any
Employee. During the past 2 (two) years there have been no material labour disputes
between a Target Company and any trade union.

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8.3 To the best of Seller’s knowledge, no Employee has asserted in writing any material claim,
meaning a claim which exceeds an amount of EUR ........., against any of the Target
Companies whether for payment of salary or otherwise.
9. LITIGATION
The Target Companies are not engaged in, subject to or affected by any criminal, civil or
administrative proceedings or investigation and, to the best of Seller’s knowledge, there are no
claims or investigations threatened against the Company or a Target Company that would
reasonably be expected to exceed an amount of EUR ..........
10. TAXATION
10.1 The Target Companies have, in accordance with the legislation regulations and policy of
their respective jurisdiction, duly, timely and correctly paid or accrued for all Tax for which
they have been assessed, or which have become due or will become due, or which have
arisen or accrued or will arise or accrue with regard to the period up to and including the
Effective Date.
10.2 No objection, appeal or Supreme Court appeal is pending with any Tax Authority, social
security authority or any court having jurisdiction, having a material effect on the Target
Companies and/or Business.
10.3 The records and accounts of each Target Company are sufficient and in compliance with the
Tax and social security laws of the French Republic and to the best of Seller’s knowledge
every other jurisdiction in which the Business is conducted.
10.4 No Target Company has entered into any agreement, ruling or compromise with any Tax
Authority that materially and negatively affects any Target Company’s respective Tax
position.
10.5 No Target Company and no statutory director (acting in the capacity of statutory director)
of any Target Company is to the best of Seller’s knowledge subject of a criminal
investigation relating to or involving Tax.
10.6 No collection process or proceeding relating to Tax has to the best of Seller’s knowledge
been initiated against a Target Company or with regard to any property, asset or income of
the Target Companies having a material effect. No Target Company has received any writ
of execution relating to Tax having a material effect.
10.7 The Target Companies have, in accordance with the legislation regulations and policy of
their respective jurisdiction, duly, timely and correctly made all filings, returns, payments
and withholdings, given all notices, maintained all records and supplied all other
information in relation to Tax which it was required to make, give, maintain or supply and
all such returns, payments, withholdings, notices, records and information were accurate.
10.8 The Target Companies have not been, nor are liable to pay any penalty, fine, interest or
similar amount in relation to Tax and to the best knowledge of the Seller there are no facts

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or circumstances which are likely to cause the Company or a Target Company to become
liable to pay any such penalty, fine, surcharge or interest.
10.9 There neither is nor has been any material dispute, including but not limited to litigation,
between the Target Companies and any Tax Authority, nor have the Target Companies been
the subject of any extraordinary investigation by any Tax Authority, and to the best knowledge
of the Seller, there are no facts which are likely to give rise to any such dispute or
investigation.
11. INTELLECTUAL AND INDUSTRIAL PROPERTY
11.1 The intellectual and/or industrial property rights, including the patents and trade marks,
both registered and unregistered, which are being used in the Business by the Target
Companies are either owned by the Target Companies or are the subject of a valid licence
agreement for the benefit of the Target Companies.
11.2 All intellectual and industrial property rights to which the Target Companies are entitled are
to the best of Seller’s knowledge valid and registered in the name of the Target Companies.
11.3 The Target Companies have to the best of Seller’s knowledge properly and in good time
performed the acts that are required for renewal of the required registrations.
11.4 None of the intellectual and industrial property owned by the Target Companies is subject
to infringements by third parties as to the best of Seller’s knowledge.
11.5 The Target Companies do not, to the best of Seller’s knowledge, make unauthorised use of
any patents, trade mark or any other intellectual or industrial property right of third parties
(except pursuant to valid licence agreement for the benefit of the Target Companies).

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SCHEDULE 13.1 NORD STREAM GUARANTEE

42. 42
SCHEDULE 13.1.1 NORD STREAM AGREEMENT DATED ....................