1.

Interpretation

2.

Sale and Purchase

3.

Shares Consideration

4.

Completion Loans

5.

Conditions

6.

Indebtedness Schedule

7.

Pre-Completion

8.

Completion

9.

Seller’s Fundamental Warranties

10.

Seller Parent’s Fundamental Warranties

11.

Seller’s Business Warranties

12.

Tax Covenant

13.

Limitations of Liability

14.

Purchaser’s Warranties and Undertakings

15.

Seller Parent Guarantee

16.

Employee Matters

17.

Confidentiality and Announcements

18.

Access to Information

19.

Costs and Expenses

20.

Stamp Duty, Fees and Taxes

21.

Further Assurance

22.

Effect of Completion

23.

Assignment

24.

Payment

25.

Notices

26.

Invalidity

27.

Entire Agreement

28.

Agreement Prevails

29.

Variation

30.

No Waiver

31.

Third-Party Rights and No-Recourse

32.

Counterparts

33.

Governing Law and Dispute Resolution

Schedule 1 Signing Arrangements

Part 1 Seller’s Obligations

Part 2 Purchaser’s Obligations

Schedule 2 Completion Arrangements

Part 1 Seller’s Obligations

Part 2 Purchaser’s Obligations

Schedule 3 Completion Accounts

Part 1 Rules for Preparation of Completion Accounts

Part 2 Specific Accounting Treatments

Part 3 Preparation, Delivery and Agreement

Part 4 Completion Accounts Format

Schedule 4 Consent Matters

Schedule 5 Seller’s Business Warranties

Schedule 6 Tax Covenant

Schedule 7 Regulatory Authorities

Schedule 8 One-off Cost Principles

Schedule 9 Macro Allocation Methodology

Schedule 10 Micro Allocation Methodology

Schedule 11 Settlement of Inter-Company Loan Amounts

Coty Inc., a Delaware corporation whose registered office is at 350 Fifth Avenue, New York, NY 10118 (the “Seller Parent”);

Coty International Holding, B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its official seat in Amsterdam and its registered office address at Buitenveldertselaan 3, 1082 VA Amsterdam, the Netherlands and is registered with the trade register of the Dutch Chamber of Commerce under number 75585707 (the “Seller”); and

Rainbow UK Bidco limited, a company incorporated in England & Wales with registered number 12628284 and whose registered office is at 11th Floor, 200 Aldersgate Street, London EC1A 4HD (the “Purchaser”).

The Seller is, at the date of this Agreement, the beneficial owner and registered holder of the Sale Securities.

The Seller has agreed to sell, and the Purchaser has agreed to purchase, all of the Sale Securities, on the terms and subject to the conditions of this Agreement. In addition, the Purchaser has agreed to procure the repayment of certain loan notes at Completion in the amounts set out in the Indebtedness Schedule.

The Parties have agreed that the Purchaser shall arrange for warranty and indemnity insurance in the name and for the benefit of the Purchaser and, to the extent any loss or liability arises solely as a result of fraud or wilful concealment on the part of the Seller in respect of a breach of the Warranties, the KKR Investor (in proportion to the KKR Investor’s direct or indirect percentage holding in the entire issued share capital of the Company immediately following Completion), which shall become effective no later than the date of this Agreement.

The Seller Parent will benefit from the execution, delivery and performance of this Agreement and the other Transaction Documents and therefore has agreed to guarantee the performance of the obligations of the Seller under this Agreement.

The Parties intend to proceed to Completion, if possible, by 30 November 2020.

INTERPRETATION

In this Agreement:

its cash (or cash equivalents) in hand, bank deposits or credited to any account with any banking, financial, acceptance credit, lending or other similar institution or organisation for spending or lending in the ordinary course of business (and any accrued and outstanding interest thereon) in each case as shown by the reconciled cash book of the DivestCo Group;

any corporate income Tax assets in accordance with the Applicable Accounting Standards to the extent a DivestCo Group Company is due to receive an actual repayment of such corporate income Tax from a Taxation Authority under applicable law or there is an offset to reduce the corporate income Tax liability; and

any other items mapped under the heading “Cash” as set out in Part 4 of Schedule 3 (Completion Accounts);

all borrowings, and indebtedness in the nature of borrowings owed to any banking, financial, acceptance credit, lending or other similar institution or organisation or other person, whether secured or unsecured (and any accrued and outstanding interest thereon), including any payment obligations with respect to letters of credit, bills, bonds, notes debentures, loan stock or similar instruments;

any obligations under capital leases in accordance with the Applicable Accounting Standards classified as a capital lease;

any obligations for corporate income Tax in accordance with the Applicable Accounting Standards to the extent a DivestCo Group Company is liable to make an actual payment of such corporate income Tax to a Taxation Authority under applicable law. For the avoidance of doubt, such obligations shall also include any Taxes which become payable as a result of any of the steps taken in connection with the Separation Agreement, Separation Materials or any documents entered into thereto;

unfunded obligations for deferred compensation for any officer, director or employee of the DivestCo Group that are required to be accrued for as a pension liability in accordance with ASC 715 as it pertains to single employer plans;

all recourse and non-recourse liabilities and other liabilities (whether conditional or unconditional, present or future) arising from any transactions related to the assignment or securitisation of assets for financing purposes to any third party, including all factoring agreements and similar agreements executed for the purpose of obtaining financing;

the redemption value (asset or liability) of all swaps, options derivatives and other hedging agreements or arrangements (to the extent associated with the DivestCo Business) regardless of whether such redemption has occurred by the Completion Accounts Effective Time;

any obligations in respect of dividends declared and not paid or other distributions payable to anyone other than another DivestCo Group Company or the Purchaser;

any other items mapped under the heading “Debt” as set out in Part 4 of Schedule 3 (Completion Accounts);

any obligations in respect of guarantees and other similar instruments to the extent such obligations would be recognised on balance sheet as liabilities under the Applicable Accounting Standards or any such obligations which have been called by the Cut-Off Time,

the pollution or protection of or compensation of damage or harm to, the Environment;

occupational or public health and safety;

emissions, discharges or releases into, or the presence in, the Environment of Hazardous Substances; and

the use, treatment, storage, disposal, transportation or handling of Hazardous Substances;

the pollution or protection of, or compensation of damage or harm to, the Environment;

occupational or public health and occupational and process safety;

environmental or health and safety compliance matters including without limitation with regard to the placing on the market of products, chemicals or other substances;

emissions, discharges or releases into, or the presence in the Environment of Hazardous Substances or any nuisance; and

the control, use, treatment, storage, disposal, transportation or handling of Hazardous Substances;

licences and other grants of rights with respect to Intellectual Property Rights in the ordinary course of the DivestCo Business and consistent with past practice;

Tax or governmental charges not yet due and payable or the amount or validity of which is being contested in good faith;

mechanics’, carriers’, workers’, repairers’, landlords’ and similar statutory liens incurred in the ordinary course of business;

easements, rights of way, zoning ordinances and other similar encumbrances affecting the Properties;

title defects which do not materially interfere with the conduct of the DivestCo Business nor restrict the transfer of the asset;

liens that would be released prior to or as of Completion; and

rights, interest, liens or titles of, or through, a licensor, sublicensor, licensee, sublicensee, lessor or sublessor under any licence, lease or other similar agreement or in the property being leased or licensed other than with respect to Intellectual Property Rights;

the Purchaser Debt Commitment Letter; and

following entry into the relevant documentation in accordance with the Purchaser Debt Commitment Letter, the facilities agreements and other finance documents contemplated in the Purchaser Debt Commitment Letter or any Replacement Financing;

the ABC/Sanctions Warranties Claims;

Excluded Tax Covenant Claims other than Secondary Tax Covenant Claims and Separation Tax Covenant Claims; and

each indemnity set out in Clauses 7.6(b) (Restricted Countries) and 7.7 (Indemnities);

the Sellside Reports;

the Separation Blueprint Part 1 dated 13 March 2020; Part 2 dated 26 March 2020; and Part 3 dated 27 May 2020 prepared by the Seller;

the Information Memoranda; and

the Management Presentations;

the draft vendor due diligence report on the financial and business affairs prepared by PricewaterhouseCoopers Advisory NV dated 6 March 2020;

the tax fact books prepared by PricewaterhouseCoopers Advisory NV dated 6 March 2020;

the tax structure & benefits prepared by PricewaterhouseCoopers Advisory NV dated 9 April 2020;

the tax model prepared by PricewaterhouseCoopers Advisory NV dated 14 April 2020;

the tax strawman plans prepared by PricewaterhouseCoopers dated 27 May 2020, including the “PwC Tax Strawman Plans, Brazil Addendum” dated 29 May 2020;

Virtual Site Visit Deliverables, accessible at https://geospatialapp.pwc.pl/, dated 2 March 2020;

the HR fact book relating to the Brazil Business prepared by PricewaterhouseCoopers Contadores Públicos Ltda dated 28 May 2020;

the labour due diligence report relating to the Brazil Business prepared by PricewaterhouseCoopers Contadores Públicos Ltda dated 28 May 2020; and

the legal vendor due diligence report prepared by Skadden, Arps, Slate, Meagher & Flom (UK) LLP dated 8 March 2020 (including Appendix 5 thereof prepared by Lefosse Advogados dated 10 March 2020);

Coty Separation Vendor Loan Notes;

US Vendor Loan Notes; and

German Vendor Loan Notes, and

is not capable of being lawfully paid, distributed or released by a DivestCo Group Company from the jurisdiction in which it is situated within a period of ten (10) Business Days, any cash securing rent deposits or any other cash held as collateral in respect of any obligations of any party (and including any cash trapped at Ulster Bank due to signatory access issues);

is cash-in transit which is not available in cleared funds within a period of one (1) Business Day, to the extent this relates to credit card transmission from direct-to-consumer credit card sales; or

is accessible in such manner as described in (a) but only subject to deduction or withholding or an actual tax payment (where, in respect of a withholding charge, such withholding is not received as an actual tax credit or refund within 365 days), in which case the amount of such deduction, withholding or tax charge shall be deemed Trapped Cash;

In this Agreement, unless the context otherwise requires:

the expression “in the agreed terms” means in the form agreed between the Purchaser and the Seller and initialled for the purposes of identification by them or on their behalf, or exchanged by email and confirmed as agreed for these purposes, on or before the date of this Agreement; and

any reference to “writing” or “written” means any method of reproducing words in a legible and non-transitory form (excluding email unless expressly permitted).

References to:

“include” or “including” are to be construed without limitation;

a “company”, “holding company”, “subsidiary”, “parent undertaking” and “subsidiary undertaking” shall have the same meaning in this Agreement as their respective definitions in the Companies Act (provided that where a holding company creates security over the shares of a subsidiary, that subsidiary shall be deemed not to cease being a subsidiary of the holding company solely as a result of the creation of that security);

a “person” includes any individual, company, partnership, joint venture, firm, association, trust, governmental or regulatory authority or other body or entity (whether or not having separate legal personality);

recitals, Clauses, paragraphs and Schedules are (unless the context otherwise requires) to recitals, clauses and paragraphs of and schedules to, this Agreement. The Schedules form part of this Agreement;

any document are to such document as amended or restated from time to time;

any statute or statutory provision include a reference to that statute or statutory provision as amended, consolidated or replaced from time to time (whether before or after the date of this Agreement) and include any subordinate legislation made under the relevant statute or statutory provision, except to the extent that any amendment, consolidation or replacement would (i) increase or extend the liability of a Party under this Agreement; or (ii) restrict any rights of, or result in any direct or indirect loss to, a Party under this Agreement;

any English legal term for any action, remedy, method of financial proceedings, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, are deemed to include what most nearly approximates in that jurisdiction to the English legal term; and

to times of day are to London time unless otherwise stated.

Unless the context otherwise requires, words in the singular include the plural and vice versa and a reference to any gender includes all other genders.

The table of contents and headings are inserted for convenience only and do not affect the construction of this Agreement.

SALE AND PURCHASE

Upon the terms and subject to the conditions of this Agreement, at Completion, the Seller agrees to sell and the Purchaser agrees to purchase all of the Sale Securities with all rights which are at Completion attached to them (including, without limitation, the right to receive all dividends (including where declared and, on Completion, unpaid), distributions and interest declared, made, accrued or paid on or at any time after Completion), and the Sale Securities shall be sold by the Seller free from all Encumbrances, on the terms of this Agreement and the Purchaser shall acquire such Sale Securities on and subject to the terms of this Agreement.

The Seller hereby waives any rights which may have been conferred on it under the Articles, applicable law, or otherwise as may affect the transactions contemplated by this Agreement (other than its rights pursuant to this Agreement) including, without limitation:

any rights of redemption, pre-emption, first refusal or transfer it may have with respect to the Sale Securities; and

any rights to acquire any Sale Securities,

The Purchaser shall not be obliged to complete the acquisition of the Sale Securities unless the purchase of all of the Sale Securities is completed simultaneously.

On the date of this Agreement, the Purchaser and the Seller shall comply with their respective obligations as set out in Schedule 1.

SHARES CONSIDERATION

The overall consideration for the sale of the Sale Securities shall be the payment by the Purchaser to the Seller in accordance with the terms of this Agreement of US$ 150,000,000 (one hundred and fifty million United States dollars) (the “Shares Consideration”).

The Purchaser’s obligation to pay the Shares Consideration shall be satisfied at Completion by the Purchaser issuing such number of Shares Consideration Loan Notes to the Seller, which are in aggregate equal to the Shares Consideration Amount.

If any payment is made by any Party for any breach of this Agreement (including any breach of warranty) or under any indemnity in this Agreement, the payment shall be treated as an adjustment to the Shares Consideration and, in such circumstances, the Shares Consideration shall be deemed to have been adjusted by the amount of such payment. Subject always to Clause 13, this Clause 3.3 shall not limit any Party’s obligations to pay any amount under or pursuant to this Agreement, including where such payment exceeds the Shares Consideration.

COMPLETION LOANS

At Completion:

the Purchaser shall subscribe for such number of Company Loan Notes (or for such combination of Company Loan Notes and shares in the Company) which have an aggregate value equal to the Initial Principal Amount pursuant to paragraph 1(b) of Part 2 of Schedule 2; and

the Seller shall contribute the Rollover Loan Notes to JVCo in consideration for 40% of the securities in JVCo (calculated prior to any dilution which may occur as a result of any management equity plan adopted in accordance with the terms of the Shareholders’ Agreement) and, immediately following such contribution, each of the Parties shall procure that such Rollover Loan Notes are contributed by JVCo to Rainbow Midco 2 Limited, by Rainbow Midco 2 Limited to Rainbow UK Midco Limited and by Rainbow UK Midco Limited to the Purchaser, where they shall be extinguished.

The “Initial Principal Amount” shall be calculated as follows:

an amount with principal value of US$ 4,150,000,000 (the “Base Principal Amount”).

plus the Estimated Cash;

less the Estimated Debt; and

either plus the difference between Estimated Working Capital and the Target Working Capital where the amount of Estimated Working Capital is the higher of the two amounts (provided that the difference shall not exceed US$ 50,000,000), or less the difference between Estimated Working Capital and Target Working Capital where the amount of Estimated Working Capital is the lower of the two amounts (provided that the difference will always be a positive number);

less the total principal and accrued interest on the Rollover Loan Notes and the US DivestCo Debt as at the Completion Accounts Effective Time, as calculated in accordance with the Indebtedness Schedule; and

plus the Shares Consideration Amount.

The “Final Principal Amount” shall be calculated as follows:

the Base Principal Amount;

plus the Actual Cash;

less the Actual Debt; and

either plus the difference between Actual Working Capital and the Target Working Capital where the amount of Actual Working Capital is the higher of the two amounts, or less the difference between Actual Working Capital and Target Working Capital where the amount of the Actual Working Capital is the lower of the two amounts (provided that the difference will always be a positive number);

less the total principal and accrued interest on the Rollover Loan Notes and the US DivestCo Debt as at the Completion Accounts Effective Time, as calculated in accordance with the Indebtedness Schedule; and

plus the Shares Consideration Amount.

The estimated amounts to be used for the purpose of Clause 4.2 shall be delivered to the Purchaser in the Indebtedness Schedule pursuant to Clause 6.

When the Completion Accounts have been finally agreed or determined in accordance with the terms of this Agreement, the Final Principal Amount shall be determined. If the Final Principal Amount is greater than the Initial Principal Amount, the Purchaser shall pay an amount equal to the difference to the Seller within fifteen (15) Business Days after the date of such determination. If the Final Principal Amount is less than the Initial Principal Amount, the Seller shall pay an amount equal to the difference to the Purchaser within fifteen (15) Business Days after the date of such determination.

Any amount that is payable pursuant to Clause 4.1 or Clause 4.5 (or any loan entered into thereunder) shall be paid in cash in immediately available funds in US$ (or, where specified in this Agreement, be settled by the issue of a loan note) and shall carry interest from and including the date on which any payment default is made in accordance with Clause 20.2.

The Parties shall use reasonable endeavours to ensure that any amount that is payable pursuant to this Clause 4 shall be paid in such a way as the payments received by the Seller pursuant to the terms of this Agreement shall not result in a lower cash/equity ratio for the Seller than contemplated on the date of this Agreement.

CONDITIONS

Conditions Precedent

in so far as the Transaction constitutes a concentration subject to appraisal by the European Commission under Council Regulation (EC) No 139/2004 (the “EU Merger Regulation”):

the European Commission adopting, or having been deemed under the EU Merger Regulation to have adopted, a decision allowing Completion; or

in the event that all or any part of the Transaction is referred, or is deemed under the EU Merger Regulation or Protocol 24 of the EEA Agreement to have been referred, by the European Commission to the competent authorities of one (1) or more European Union Member States or an EFTA Member States, all such competent authorities whose approval is necessary for completion of all or part of the Transaction to occur adopting, or having been deemed under relevant laws to have adopted, decisions allowing Completion; and

for any part of the Transaction that is not referred as described in Clause 5.1(a)(ii), Clause 5.1(a)(i) being satisfied;

in so far as the Transaction requires approval or the termination of any applicable waiting period pursuant to the competition laws in any of the countries listed in Schedule 7, without which Completion would be unlawful or otherwise prohibited or restricted:

each of the relevant competition authorities having either declined jurisdiction over the Transaction or approved the Transaction; or

any applicable waiting periods in respect thereof having expired or been terminated;

in so far as approval is sought or is required to be obtained from the Australian Treasurer under Australian foreign investment laws in connection with the transactions contemplated by the Transaction Documents:

receipt of a written notice under FATA from the Australian Treasurer (or the Australian Treasurer’s delegate) stating that, or to the effect that, the Government of the Commonwealth of Australia does not object to the transactions contemplated by the Transaction Documents, either without condition (other than the Standard Tax Conditions) or otherwise on terms acceptable to the Parties acting reasonably; or

following receipt of notice of the transactions contemplated by the Transaction Documents to the Treasurer under FATA, the Treasurer ceases to be empowered to make any order under part 3 of FATA;

in so far as the Transaction requires approval or termination of any applicable waiting period pursuant to the foreign investment laws of any country (other than Australia), without which Completion would be unlawful or otherwise prohibited or restricted:

each such foreign investment authority having either declined jurisdiction over the Transaction or approved the Transaction; or

any applicable waiting periods in respect thereof having expired or been terminated,

subject to the conditions precedent (aufschiebende Bedingungen des schuldrechtlichen Anspruchs) which apply for Completion, the due execution of a sale and transfer agreement pursuant to which the respective member of the Seller’s Group sells and transfers the legal title in the German Real Estate to the respective member of the DivestCo Group, it being understood for the avoidance of doubt and notwithstanding any other provision in this Agreement, that this Agreement shall not constitute, or stipulate, a legal claim by any member of the Purchaser’s Group to claim or request the transfer of the legal title in the German Real Estate; and

receipt by the Purchaser (in accordance with Clause 24.6 (Notices)) of the Separation Notice.

Responsibility for Satisfaction

Purchaser Obligations

The Purchaser undertakes, to the extent permitted by law, to use its reasonable best efforts to ensure satisfaction of the Regulatory Conditions (as applicable) as soon as reasonably practicable and, in any event, prior to the Long Stop Date.

The Purchaser undertakes to use its reasonable best efforts to:

submit the draft EU Merger Regulation filing within fifteen (15) Business Days following the date of this Agreement and, as appropriate, formal filings to those Regulatory Authorities without pre-notification procedures promptly following the date of this Agreement;

avoid any declaration of incompleteness by any of the Regulatory Authorities or any other suspension for the time periods of clearance;

take steps to ensure satisfaction of the Regulatory Conditions (as applicable), including proposing, negotiating, offering to commit and agreeing, in each case where necessary to ensure that the Regulatory Conditions (as applicable) are satisfied as soon as possible, and in any case, prior to the Long Stop Date, with the relevant Regulatory Authority or Regulatory Authorities to effect, by agreement, order or otherwise, the sale, divestiture, licence, disposition, or any other restriction or limitation of any assets or businesses of the DivestCo Group;

procure that the Seller and the Seller Parent are given a reasonable opportunity to review and comment on drafts of any filings or other material documentation prior to their submission to any Regulatory Authority (it being acknowledged that certain such drafts and/or documents may be shared in redacted form or on a confidential outside counsel-to-counsel basis only) and to take account of any reasonable comments where such comments are not detrimental to the commercial interests of the Purchaser;

respond as soon as reasonably practicable to all inquiries received from any Regulatory Authority to which a filing has been made for additional information or documentation and to supplement such filings as requested by the relevant Regulatory Authority. The Purchaser undertakes to use its reasonable best efforts to keep the Seller and the Seller Parent informed of material contact with such Regulatory Authorities and to the extent permitted by law and reasonably practicable, provide the Seller and the Seller Parent with copies of all material relevant documentation in relation thereto (to the extent such information relates to the Company) and allow the Seller and the Seller Parent the opportunity to participate in any calls or meetings of a non-administrative nature with any Regulatory Authority;

allow persons nominated by the Seller and the Seller Parent to attend, where permitted by the relevant Regulatory Authority, all in-person (or, if applicable, video or telephone conference) meetings with any Regulatory Authority and, where appropriate, to make oral submissions at such meetings; and

notify the Seller and the Seller Parent promptly and in any event within one (1) Business Day after receipt of each clearance or approval required to satisfy the Regulatory Conditions.

For the avoidance of doubt and notwithstanding any other provision of this Agreement (including Clause 5.2(a)(ii)(C)), nothing shall require the Purchaser or any of its Affiliates (including KKR & Co. Inc. and Kolhberg Kravis Roberts & Co. L.P. (each, “KKR”) and their respective Affiliates and any investment funds or investment vehicles affiliated with, or managed or advised by, KKR or any portfolio company or portfolio investment (as such terms are commonly understood in the private equity industry) of KKR or of any such investment fund or investment vehicle) to take, or agree to take, any action with respect to itself or its Affiliates.

Seller and Seller Parent Obligations

The Seller and the Seller Parent each undertakes, to the extent permitted by law, to co-operate with the Purchaser in good faith and to use its reasonable best efforts to procure co-operation by the Seller’s Group to satisfy the Regulatory Conditions (as applicable), including, to the extent necessary and on a confidential basis, providing all information required by the Purchaser in relation to the DivestCo Business or reasonably required by the Purchaser in relation to the Seller’s Group and providing all information required by the applicable Regulatory Authority in relation to the DivestCo Business or in relation to the Seller’s Group, provided that any information provided in relation to the Seller’s Group shall be provided only to the applicable Regulatory Authority and/or, if necessary, the Purchaser’s Solicitors on a strictly confidential basis and shall not be provided to the Purchaser.

The Seller and the Seller Parent shall use, and procure that the members of the Seller’s Group use, their reasonable best efforts to ensure satisfaction of the Regulatory Conditions (as applicable) as soon as reasonably practicable.

The Seller and the Seller Parent each undertakes to use its reasonable best efforts to ensure that as soon as reasonably practicable (but in any event, no earlier than the Inside Date, and no later than the Long Stop Date), (i) Pre-Completion Separation Steps Completion occurs, and (ii) the Separation Notice is delivered to the Purchaser, in each case in compliance with the Separation Agreement. For the avoidance of doubt, the Parties agree that the Seller shall not be entitled to deliver the Separation Notice prior to the Inside Date without the Purchaser’s consent.

The Seller and the Seller Parent each undertakes to use its reasonable best efforts to ensure that as soon as reasonably practicable after the date of this Agreement, the Condition in Clause 5.1(e) is satisfied.

Joint Obligations

Each of the Seller and the Purchaser severally undertakes to submit the form of notification required under FATA in connection with any approval sought or required to be obtained pursuant to Clause 5.1(c) promptly following the date of this Agreement and in any event within fifteen (15) Business Days following the date of this Agreement.

Each of the Parties severally undertakes to the extent permitted by law to notify in writing to the other anything which will or is likely to prevent the Conditions from being satisfied on or before the Long Stop Date promptly after it comes to its notice.

Commercially Sensitive Information

Non-Satisfaction

If the Conditions set out in Clause 5.1 are not fulfilled on or before the Long Stop Date, this Agreement shall automatically terminate.

If this Agreement terminates in accordance with Clause 5.3(a), and without limiting the right of any Party to claim damages, all obligations of the Parties shall end (except for the Continuing Provisions) but (for the avoidance of doubt) all rights and liabilities of the Parties which have accrued before termination shall continue to exist.

No Acquisition of a Competing Business

Evidence of Satisfaction

INDEBTEDNESS SCHEDULE

Within ten (10) Business Days after the Unconditional Date, the Seller Parent shall provide the Purchaser with a schedule in the agreed terms (the “Indebtedness Schedule”) setting out, together with the underlying calculations:

an estimated unaudited consolidated balance sheet of the DivestCo Group; an estimated working capital statement showing the calculation of the Working Capital; and an estimated completion statement, substantially in the form set out in Part 4 of Schedule 3, each calculated in good faith, specifying:

the Base Principal Amount (and each of its constituent parts);

the amount of the Estimated Cash;

the amount of the Estimated Debt;

the amount of the Estimated Working Capital;

the Initial Principal Amount;

a schedule (the “Loan Notes Repayment Schedule”) setting out the principal and any accrued but unpaid interest in respect of each of:

the Separation Loan Notes (on an individual and aggregate basis); and

the Rollover Loan Notes,

a certificate signed by the chief financial officer of the Seller Parent (on a no-liability basis) confirming that such amounts have been calculated in good faith and are in his opinion, reasonable;

the Seller’s Nominated Accounts; and

the Completion Date, as determined in accordance with this Agreement.

PRE-COMPLETION

Seller Parent and Seller’s Obligations in Relation to the Conduct of Business

Subject to Clause 7.2, each of the Seller Parent and the Seller shall, to the extent permissible under applicable law and in order to preserve the value of the DivestCo Business, procure that from the date of this Agreement until Completion:

each Seller Group Company shall conduct the DivestCo Business in the ordinary course as conducted prior to the date of this Agreement and no Seller Group Company shall, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed, provided that each of the Seller Parent and the Seller shall provide the Purchaser with any information reasonably requested by the Purchaser in order to consider such request for consent), do or agree to do anything which is outside the ordinary course of the DivestCo Business as conducted prior to the date of this Agreement; and

each Seller Group Company shall maintain in force all Insurance Policies that such member of the Seller’s Group maintains as at the date of this Agreement in all material respects on the same terms and at substantially the same levels of cover as prevail at the date of this Agreement.

From the date of this Agreement until Completion and without prejudice to the generality of Clause 7.1(a), each of the Seller Parent and the Seller shall ensure that none of the acts or matters listed in Schedule 4 (Consent Matters) shall take place without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed, provided that each of the Seller Parent and the Seller shall provide the Purchaser with any information reasonably requested by the Purchaser in order to consider such request for consent) because the Parties agree that the occurrence of any of the acts or matters listed in Schedule 4 (Consent Matters) will adversely impact the value of the DivestCo Business.

Each of the Seller Parent and the Seller shall consult with the Purchaser in good faith as soon as reasonably practicable and, if and to the extent reasonably practicable, in any event prior to the Seller Parent, the Seller or any other member of the Seller’s Group taking any material steps in respect of the DivestCo Business, in connection with or in response to the presence, transmission or threat of COVID-19 or any evolution thereof, and/or any mandatory or advisory restriction issued, or action ordered or threatened by, any public authority, regulatory body or government in connection therewith.

Each of the Seller Parent and the Seller shall afford the Purchaser such access and information as it reasonably requires in connection with the evaluation, negotiation, financing, implementation and/or consummation of the Transaction (including, to the extent legally permissible, by providing financial data about the DivestCo Business) and, to the extent legally permissible, its preparations for any projects to be carried out in relation to the DivestCo Business following Completion (including the adoption of any new policies or contractual arrangements). Each of the Parties acknowledge that access to and provision of information may be delayed or limited in the circumstances, having regard to the impact of COVID-19, provided that any such delays and limitations shall be mitigated by the

Exceptions to Seller Parent and Seller’s Obligations

any matter reasonably undertaken by any member of the Seller’s Group with respect to the DivestCo Business in an emergency or disaster situation (other than with respect to any financial emergency or disaster situation, including in connection with any breach or likely breach by any member of the Seller’s Group of a financial covenant or any urgent funding requirement of any member of the Seller’s Group), with the intention of and to the extent only of those matters strictly required with a view to minimising any adverse effect thereof (provided that the Seller Parent shall (i) notify the Purchaser as soon as reasonably practicable of any action taken, or proposed to be taken, as described in this Clause 7.2(a); (ii) provide to the Purchaser all material information as the Purchaser may reasonably request; and (iii) use reasonable endeavours to consult with the Purchaser in respect of any such action and emergency or disaster situation);

any matter expressly permitted by, or necessary for the performance of, this Agreement or the Transaction Documents;

any matter, to the extent undertaken at the written request or with the prior written consent of the Purchaser;

provision of any information to any regulatory body or government agency or commissioning body in the ordinary course of business, provided that only the information necessary to complete the Separation and the Transaction or actually requested by such regulatory body or government agency or commissioning body be provided; and

any matter to the extent required by law, provided that the Seller Parent shall consult with the Purchaser, to the extent legally permissible and as soon as reasonably practicable, in respect of such matter.

Insurance Policies

The Purchaser acknowledges that, other than in respect of any Relevant Insurance Claims and any benefits received in connection therewith or any Transferred Policies, neither it nor any member of the Purchaser’s Group has any rights to or obligations (including the obligations to pay any deductibles, excesses or other amounts) under any Insurance Policies taken out by or in favour of the Seller’s Group with respect to the DivestCo Business.

The Purchaser acknowledges that on and from Completion:

the DivestCo Business will cease to be covered under any policy of insurance taken out by or in favour of any member of the Seller’s Group, other than in respect of Relevant Insurance Claims, provided that the Seller shall not, and shall procure that no member of the Seller’s Group shall, cancel with retrospective effect any “occurrence based” Insurance Policies which relate to the DivestCo Business; and

it will be responsible for implementing, with effect on and from Completion, all insurances it is required to maintain by applicable law.

The Purchaser shall use reasonable endeavours to provide such information, co-operation and assistance (including the making available of employees as witnesses) following Completion as the Seller Parent may reasonably require in order to bring or defend any claim or proceedings relating to the DivestCo Business as conducted by the Seller’s Group prior to Completion, and the Seller Parent shall promptly reimburse the Purchaser and any member of the Purchaser’s Group for any reasonable and properly documented expenditure or costs incurred by them in complying with this Clause 7.3(c).

In the event of a Relevant Insurance Claim, the Seller Parent shall take such steps, or procure that a Seller Group Company takes such steps, as are reasonably requested by the Purchaser in writing to notify the relevant Seller’s Group insurance providers and pursue a claim under the relevant Insurance Policy in respect of the Relevant Insurance Claim, subject to the Purchaser providing such information, co-operation and assistance as the Seller Parent may reasonably require in order to pursue such Relevant Insurance Claim, and promptly reimbursing the Seller Parent and any Seller Group Company for any reasonable and properly documented expenditure or costs incurred by them in complying with this Clause 7.3(d).

The Seller Parent shall promptly pay to the Purchaser (or an entity nominated by it) any cash received by it or a Seller Group Company following a successful claim under its Insurance Policies in respect of a Relevant Insurance Claim, net of any reasonable costs incurred that are yet to be reimbursed pursuant to Clause 7.3(d).

The Seller Parent shall notify the Purchaser, as soon as reasonably practicable, if it or any member of the Seller’s Group is entitled to receive any refund or return of premium in whatever form (including credit against premiums for new policies) to the extent in connection with insurance policies (or part thereof) relating to the DivestCo Business for which a DivestCo Group Company has been allocated premium amounts by any member of the Seller’s Group, and the Seller Parent shall procure as soon as reasonably practicable following Completion that such amounts are paid to the Purchaser (or an entity nominated by it) on a pro rata basis.

From Completion, the Seller Parent shall procure (at its cost) that the Company maintains tail director and officers’ liability insurance coverage, which covers each person currently covered by any director and officers’ liability insurance policy of the Seller’s Group in

The Seller Parent shall, and shall procure that the Seller’s Group shall, cooperate with the Purchaser and the Purchaser’s Group to provide it with access to any historical insurance data that relates to the DivestCo Business (including claims, risk exposures, coverage and related information).

Anti-Money Laundering Laws

Financing Assistance

unreasonably interfere with the ongoing operations of the Seller or the Seller Parent, or any member of the Seller’s Group, or with the Seller or the Seller Parent’s ability to fulfil its obligations under the Transaction Documents; or

involve the Seller or the Seller Parent or any member of the Seller’s Group entering into any agreement or other document, including any document creating any Encumbrances over the assets of the Seller or the Seller Parent or any member of the Seller’s Group (other than, with effect from Completion, any member of the DivestCo Group).

Restricted Countries

Between the date of this Agreement until Completion, the Seller and the Seller Parent shall procure that the DivestCo Business takes actions to terminate (or divest, as appropriate) any and all sales, subscriptions, negotiations, contractual relationships, obligations, bank accounts, debts, purchase orders and accounts payable that involve (directly or indirectly) any party located, organised, or ordinarily resident in any Restricted Country of which it is or becomes aware (exercising reasonable diligence in the ordinary course of business).

Notwithstanding any other provision of this Agreement (other than Clause 13.1(c)), each of the Seller and the Seller Parent agrees to indemnify and hold harmless the Purchaser from and against any and all claims, costs, expenses, damages and losses incurred or suffered by any member of the Purchaser’s Group, directly or indirectly, as a result of, arising from, in connection with or relating to any sales, subscriptions, negotiations, contractual relationships, obligations, bank accounts, debts, purchase orders and accounts payable relating to the DivestCo Business since 1 January 2017 that involve (directly or indirectly) any (i) Sanctioned Person or (ii) party located, organised, or ordinarily resident in any Restricted Country.

Indemnities

the claim brought against Galería Productora de Cosméticos, S. de R.L. de C.V. by the Ejido Caleras de Obrajuelo in connection with the Seller’s Group’s manufacturing plant and surrounding property in Mariscala, Mexico, as referenced in item 5.1(c) of the Disclosure Letter;

the claim brought against OPI Products Inc and the Seller Parent by a former distributor of the OPI Business in Uruguay, as referenced in item 13.1 of the Disclosure Letter;

the personal injury dispute relating to the use of Sebastian Laminates Gel, as referenced in item 13.1 of the Disclosure Letter;

the alleged breach of a distribution agreement with a distributor in Palestine, as referenced in item 13.1 of the Disclosure Letter;

the alleged breach of a distribution agreement with a distributor in Cyprus, as referenced in item 13.1 of the Disclosure Letter;

the Vieler lawsuit against Ghd Deutschland GmbH for alleged violations of competition law in Germany;

OPI Products Inc’s former occupation or tenancy at 13034-13056 Saticoy Street, North Hollywood, California, including any environmental, regulatory or administrative proceeding, suit or action in respect of any material or substance present at, such property (including in groundwater) or originating from it; and

any employee or any member of the Seller’s Group or the DivestCo Business, insofar as such claim relates to the matters identified in item (h) of the definition of Sellside Reports that (i) had not previously been disclosed in the Data Room or (ii) are not the ordinary course costs (including any pay and benefits) of employing any such person, in each case that relate to the period prior to the Completion Accounts Effective Date irrespective of whether any Employment Liabilities in respect of such matters arise prior to, on or after the Completion Accounts Effective Time.

Strike off Applications

REACH Compliance

Data Room USB

Release of Security

Danish Registration

Salon Financing Arrangements

COMPLETION

Subject to Clause 5, Completion shall take place at the offices of the Seller’s Solicitors (or such other location as the Parties may agree) on the Completion Date.

At Completion:

the Seller shall comply with its obligations as specified in Part 1 of Schedule 2; and

the Purchaser shall comply with its obligations as specified in Part 2 of Schedule 2.

Breach of Completion Obligations

to defer Completion for a period of up to ten (10) Business Days after the date that Completion would have otherwise occurred (so that the provisions of this Clause 7.3 shall apply to Completion as so deferred), provided that the Parties shall not be entitled to defer Completion to any date falling after the first anniversary of the date of this Agreement;

to require the Parties to proceed to Completion as far as practicable, having regard to the defaults which have occurred (and without limiting the rights under this Agreement); or

subject to Completion having first been deferred for a period of at least ten (10) Business Days under Clause 8.3(a) and the Parties having used reasonable endeavours to effect Completion during that period, to terminate this Agreement by Notice to the Purchaser or the Seller as the case may be.

Termination

Payments

All amounts expressed to be payable to the Seller in cash pursuant to any provision of this Agreement shall be paid to the Seller’s Nominated Accounts and the receipt of each such amount in the Seller’s Nominated Accounts shall be an absolute discharge to the Purchaser of the obligation to pay such amount and the Purchaser shall not be concerned to see to the application of any such amount thereafter.

All amounts expressed to be payable to the Purchaser in cash pursuant to any provision of this Agreement shall be paid to an account nominated by the Purchaser to the Seller in writing prior to such payment and the receipt of each such amount in such account shall be an absolute discharge to the Seller of the obligation to pay such amount and the Seller shall not be concerned to see to the application of any such amount thereafter.

Repayment of Separation Loan Notes

Settlement of Inter-Company Loan Amounts

SELLER’S FUNDAMENTAL WARRANTIES

The Seller warrants to the Purchaser that the statements set out below are true and accurate as at the date of this Agreement and undertakes that they will be true and accurate at Completion as if they had been repeated at Completion:

the Seller is the sole legal and beneficial owner of, and has the right to exercise all voting and other rights over, and is entitled to sell and transfer the full legal and beneficial ownership of, the Sale Securities;

save in respect of any Encumbrances which are to be discharged on Completion, there is no Encumbrance on any of the Sale Securities being sold by the Seller;

the Sale Securities comprise the entire issued and allotted share capital of the Company, have been properly and validly issued and allotted and are each fully paid;

the Seller has the full legal right, power and authority to execute, deliver and perform the Transaction Documents to which the Seller is a party (the “Seller’s Completion Documents”);

the Seller’s Completion Documents will, when executed by the Seller, constitute legal, valid and binding obligations of the Seller in accordance with their respective terms;

the execution, delivery and performance by the Seller of its obligations under the Seller’s Completion Documents will not:

result in a breach of any provision of the memorandum or articles of association, by-laws or equivalent constitutional document of the Seller;

result in a breach of, or constitute a default under, any agreement or instrument to which the Seller is a party or by which the Seller is bound and which is material in the context of the Transaction; or

result in a breach of any order, judgment or decree of any court or governmental agency to which the Seller is a party or by which it is bound and which is material in the context of the Transaction;

the Seller is validly existing and is duly incorporated and registered under the law of its jurisdiction of incorporation;

the Seller is not insolvent or bankrupt under the laws of its jurisdiction of incorporation, is not unable to pay its debts as they fall due and has not proposed or is not liable to effect any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to them;

there is no injunction that might prevent or delay the transfer of any part of the DivestCo Business on Completion in the manner contemplated by the Transaction Documents;

at Completion, the DivestCo Group shall legally and beneficially own or otherwise have a valid right to use (including pursuant to any Transitional Services Agreement) all rights, properties, assets, facilities and services which are necessary for the Purchaser’s Group to

access to, and the economic benefit of, the Excluded Transacting Assets in respect of each DivestCo Group Transitional Transaction Entity on and subject to the terms of clause 3 of the Separation Agreement; and/or

at the Delayed Transfer Time, the legal and beneficial title to such Excluded Transacting Assets, on and subject to the terms of clause 3 of the Separation Agreement; and

no member of the DivestCo Group nor the DivestCo Business depends in any material respect on the use of assets owned, or facilities and services provided by, any member of the Seller’s Group (or any third party) which will not be transferred to a member of the Purchaser’s Group on Completion or provided to them pursuant to the Separation Agreement and the documents entered into thereto (save for the Excluded Services (as such term is defined in the Separation Agreement) and any services which are otherwise expressly excluded (or will not be transferred or provided to the Purchaser’s Group on Completion) in the Separation Blueprint or pursuant to the Separation Agreement and the documents entered into thereto (including the Transitional Services Agreement, the Manufacturing Agreements and the IP Cross-Licence)).

Unless expressly provided in this Agreement, each of the Seller’s Fundamental Warranties shall be separate and independent and shall not be limited by reference to any other provision in in this Agreement.

SELLER PARENT’S FUNDAMENTAL WARRANTIES

The Seller Parent warrants to the Purchaser that the statements set out below are true and accurate as at the date of this Agreement and undertakes that they will be true and accurate at Completion as if they had been repeated at Completion:

the Seller Parent has the full legal right, power and authority to execute, deliver and perform the Transaction Documents to which the Seller Parent is a party (the “Seller Parent’s Completion Documents”);

the Seller Parent’s Completion Documents will, when executed by the Seller Parent, constitute legal, valid and binding obligations of the Seller Parent in accordance with their respective terms;

the execution, delivery and performance by the Seller Parent of its obligations under the Seller Parent’s Completion Documents will not:

result in a breach of any provision of the memorandum or articles of association, by-laws or equivalent constitutional document of the Seller Parent;

result in a breach of, or constitute a default under, any agreement or instrument to which the Seller Parent is a party or by which the Seller Parent is bound and which is material in the context of the Transaction; or

result in a breach of any order, judgment or decree of any court or governmental agency to which the Seller Parent is a party or by which it is bound and which is material in the context of the Transaction;

the Seller Parent is validly existing and is duly incorporated and registered under the law of its jurisdiction of incorporation;

the Seller Parent is not insolvent or bankrupt under the laws of its jurisdiction of incorporation, is not unable to pay its debts as they fall due and has not proposed or is not liable to effect any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to them; and

the board of the Seller Parent has taken all necessary actions to ensure that no restrictions included in any “control share acquisition,” “fair price,” “moratorium,” “business combination” or other state anti-takeover law (including Section 203 of the Delaware General Corporation Law, as amended, supplemented or restated from time to time) is, or at Completion will be, applicable to the Transaction.

Unless expressly provided in this Agreement, each of the Seller Parent’s Fundamental Warranties shall be separate and independent and shall not be limited by reference to any other provision in in this Agreement.

SELLER’S BUSINESS WARRANTIES

The Seller warrants to the Purchaser that each of the Seller’s Business Warranties and the ABC/Sanctions Warranties are true and accurate as at the date of this Agreement.

Each of the Seller’s Business Warranties and the ABC/Sanctions Warranties is given subject to:

the matters being Disclosed in the Disclosure Documents; and

any limitations, exceptions or exclusions expressly provided for in Clause 12.

Where the expression “so far as the Seller is aware” or any similar expression is used in any of the Seller’s Business Warranties or the ABC/Sanctions Warranties, such expression shall mean the knowledge and belief of the Seller, which knowledge and belief shall be interpreted to extend to those facts, matters and circumstances of which the following individuals are actually aware (and, in respect of the warranties set out in paragraphs 9.8 to 9.12 (inclusive) of Schedule 5, having made reasonable enquiries of Michelle Levin (Associate GC Digital and Privacy)

Each of the Seller’s Business Warranties and ABC/Sanctions Warranties shall be construed as separate and independent and (unless expressly provided to the contrary) shall not be limited by the terms of or by reference to any of the other Seller’s Business Warranties and ABC/Sanctions Warranties.

In respect only of the ABC/Sanctions Warranties which are not covered, recoverable or likely to be recovered by the Purchaser under the Warranty Insurance Policy (having used commercially reasonable endeavours to so recover under the Warranty Insurance Policy and according to an opinion given by external counsel), the Purchaser confirms that as at the date of this Agreement, save for any matters being Disclosed, the Purchaser is not actually aware of any fact or circumstance which would constitute a breach of any ABC/Sanctions Warranties as at the date of this Agreement. For the purposes of this Clause 11.5, the Purchaser’s awareness or the awareness of the Purchaser shall be deemed to be references to the actual awareness of Justin Lewis-Oakes, Aileen Yan and Simon Bouchard.

TAX COVENANT

LIMITATIONS OF LIABILITY

Maximum Liability

Notwithstanding any other provisions of this Agreement:

the aggregate liability of the Seller in respect of all Business Warranty Claims and Tax Covenant Claims (save for any Excluded Tax Covenant Claims), together with all legal and other professional fees and expenses payable in respect of such Claims, shall be US$ 1;

the aggregate liability of the Seller in respect of all Seller Recourse Claims, together with all legal and other professional fees and expenses payable in respect of such Claims, shall be US$ 500,000,000; and

the Purchaser confirms that its sole recourse for any Business Warranty Claim and Tax Covenant Claim (save for any Excluded Tax Covenant Claims) shall be against the Warranty Insurance Policy and accordingly, the Purchaser shall have no right to, and

Notwithstanding anything to the contrary in this Agreement, the Purchaser confirms that any and all Fundamental Warranty Claims and ABC/Sanctions Warranties (other than any Sufficiency of Assets Warranty Claim) shall be against the Warranty Insurance Policy (and not against the Seller or the Seller Parent) save to the extent not covered, recoverable or (having used commercially reasonable endeavours to so recover under the Warranty Insurance Policy and according to an opinion given by external counsel) likely to be recovered by the Purchaser under the Warranty Insurance Policy, including:

any individual Fundamental Warranty Claim (other than any Sufficiency of Assets Warranty Claim) or ABC/Sanctions Warranty Claim where the loss or liability in respect of such Fundamental Warranty Claim (other than any Sufficiency of Assets Warranty Claim) (or series of such claims), ABC/Sanctions Warranty Claim (or series of such claims) is equal to or less than the relevant de minimis claim amount prescribed in the Warranty Insurance Policy (the “De Minimis Claim Amount” and any such Fundamental Warranty Claim, ABC/Sanctions Warranty Claim or Sufficiency of Assets Warranty Claim a “De Minimis Claim”) and therefore cannot be recovered under the insurance coverage under the Warranty Insurance Policy; and

any Fundamental Warranty Claim (other than any Sufficiency of Assets Warranty Claim) or ABC/Sanctions Warranty Claim to the extent that the aggregate liability for all Fundamental Warranty Claims (other than any Sufficiency of Assets Warranty Claim) or ABC/Sanctions Warranty Claims exceeds the total liability cap under the Warranty Insurance Policy and therefore cannot be fully recovered under the insurance coverage under the Warranty Insurance Policy (“Exceeding Fundamental Warranty Claim”),

Without prejudice to Clause 31.3, the aggregate liability of the Seller and the Seller Parent (and other members of the Seller’s Group) in respect of all Claims and any breach of or under any Relevant Transaction Document for which the Seller or the Seller Parent (or any other member of the Seller’s Group) is liable (including all legal and other professional fees and expenses payable by the Seller and the Seller Parent (and other members of the Seller’s Group as applicable) in respect of all such Claims and breaches) shall not exceed an amount, in aggregate, equal to the Aggregate Amount.

Without prejudice to Clause 31.3, the aggregate liability of the Purchaser (and other members of the Purchaser’s Group) in respect of all Claims (including any Counter Covenant Claims) and any breach of or under any Relevant Transaction Document for which the Purchaser (or any other member of the Purchaser’s Group) is liable (including all legal and other professional fees and expenses payable by the Purchaser (and other members of the Purchaser’s Group as applicable) in respect of all such Claims and breaches) shall not exceed an amount, in aggregate, equal to the Aggregate Amount.

Time Limitations

Neither the Seller nor the Seller Parent, as applicable, shall be liable in respect of any Claim unless a Notice specifying (in reasonable detail, to the extent available) the matter(s) which gives rise to the Claim, the nature of the claim and (if practicable) the amount claimed in respect thereof is given by or on behalf of the Purchaser to the Seller or the Seller Parent, as the case may be, as soon as reasonably practicable after the Purchaser becomes aware of the Claim (provided that any delay by the Purchaser in giving such Notice after the Purchaser becomes aware of a Claim shall only exculpate the Seller or the Seller Parent, as the case may be, from any liability for such Claim to the extent such delay increases the Seller’s liability for such Claim) and in any event:

in the case of a claim for breach of Clause 7, by no later than nine (9) months from the end of the financial year in which the Completion Date occurs;

in the case of a Fundamental Warranty Claim, Tax Warranty Claim or Tax Covenant Claim, by no later than seven (7) years from the Completion Date; and

in the case of a Business Warranty Claim, an ABC/Sanctions Warranty Claim or a Sufficiency of Assets Warranty Claim (other than a Tax Warranty Claim), by no later than three (3) years from the Completion Date.

The Purchaser shall not be liable in respect of any Counter Covenant Claim unless a Notice specifying (in reasonable detail, to the extent available) the matter(s) which gives rise to the Claim, the nature of the claim and (if practicable) the amount claimed in respect

Any Claim notified pursuant to Clause 13.2(a) or Clause 13.2(b) shall (if not previously satisfied, settled or withdrawn) be deemed to have been withdrawn unless legal proceedings in respect of it have been properly issued and validly served within six (6) months of such Notice being given to the Seller, the Seller Parent or Purchaser as the case may be (as required by Clause 13.2(a) or Clause 13.2(b)) or, in the case of any contingent liability, within six (6) months after such contingent liability becomes an actual liability and is due and payable.

Remedy

Duty To Mitigate

Contingent Liabilities

Other Compensation

Neither the Seller nor the Seller Parent shall be liable in respect of any Claim to the extent that the subject of such Claim has been made or is made good or is otherwise compensated for without cost to any member of the Purchaser’s Group.

The Purchaser shall not be liable in respect of any Claim to the extent that the subject of such Claim has been made or is made good or is otherwise compensated for without cost to any member of the Seller’s Group (excluding, for the avoidance of doubt, any DivestCo Group Company).

Losses

Provisions

Acts of the Purchaser

any voluntary act, omission or transaction of the Purchaser’s Group after Completion, otherwise than in the ordinary course of business and excluding voluntary acts, omissions or transactions contemplated by the Transaction Documents or carried out pursuant to a legally binding commitment entered into before Completion;

any voluntary act, omission or transaction of the Seller or the Seller Parent taken prior to Completion with the prior written consent, or at the written direction of the Purchaser (including any consent sought and received pursuant to Clause 7.2, provided that the Purchaser is given sufficient details to enable a reasonable purchaser to identify the nature, scope and order of magnitude of the potential loss or liability that may arise as a result of giving such consent);

the Purchaser’s failure to comply with the terms of Clause 13.4; or

any change in the accounting and/or tax principles or practices of the Purchaser’s Group introduced after Completion (save for any such change required or necessitated by a change in law, regulation, generally accepted accounting principles or a change in the published practice of any Taxation Authority or other fiscal, monetary or regulatory authority or a change required to remedy a position which previously was incorrectly taken).

Changes in Law

any change in law or regulation or in its interpretation or administration by the courts in any jurisdiction, by a Taxation Authority or by any other fiscal monetary or regulatory authority;

any change in the published practice of a Taxation Authority; or

any increase in the rates of Taxation,

No Double Recovery

Sufficiency of Assets Warranties Cure Period

Waiver of Rights of Rescission

has been a breach of any provision of this Agreement; or

may be a claim against the Seller, the Seller Parent or the Purchaser in connection with this Agreement or any other Transaction Document,

Waiver of Rights

The supply of information by any member of the Purchaser’s Group (including any of their employees, directors, agents, officers, representatives, members, partners or advisers) to the Seller or any of its agents, representatives or advisers in connection with the Seller’s Fundamental Warranties, the Business Warranties or the Tax Covenant, save in the case of fraud, shall not be treated as a

The Seller, for itself and as agent and trustee for each member of the Seller’s Group, hereby warrants and undertakes to the Purchaser and each Purchaser Group Company and their respective employees, directors, agents, officers, representatives, members, partners and advisers (each a “Purchaser Relevant Person”) that other than as set out in the Transaction Documents or any other direct contractual obligation existing between the Seller and the Purchaser Relevant Person, and in the absence of fraud, it (and each member of the Seller’s Group):

has no rights against (and waives any such rights it may have against); and

may not make a claim (whether in equity, contract or tort (including negligence), under the Misrepresentation Act 1967 or in any other way) against (and waives any claim it may have against),

PURCHASER’S WARRANTIES AND UNDERTAKINGS

The Purchaser warrants to the Seller and the Seller Parent that the statements set out below are true and accurate as at the date of this Agreement and undertakes that they will be true and accurate at Completion as if they had been repeated at Completion:

the Purchaser is a company validly existing and duly incorporated under the laws of its jurisdiction of incorporation;

the Purchaser has the full legal right, power and authority to execute, deliver and perform the Transaction Documents to which it is a party (the “Purchaser’s Completion Documents”);

the Purchaser’s Completion Documents will, when executed by the Purchaser, constitute lawful, valid and binding obligations of the Purchaser in accordance with their respective terms;

the Purchaser is not insolvent or bankrupt under the laws of its jurisdiction of incorporation, is not unable to pay its debts as they fall due and has not proposed or is not liable to effect any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to them;

the execution, delivery, and performance by the Purchaser of its obligations under the Purchaser’s Completion Documents will not:

result in a breach of any provision of the memorandum or articles of association, by-laws or equivalent constitutional document of the Purchaser;

result in a breach of, or constitute a default under, any instrument to which the Purchaser is a party or by which the Purchaser is bound and which is material in the context of the Transaction;

result in a breach of any order, judgment or decree of any court or governmental agency to which the Purchaser is a party or by which the Purchaser is bound and which is material in the context of the Transaction; or

require the Purchaser to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date of this Agreement both on an unconditional basis and on a basis which cannot be revoked (provided that this Clause 14.1(e)(iv) shall not extend to those consents or approvals from anti-trust, governmental or regulatory authorities referred to in Clause 5.1);

the Purchaser is acting as principal and not as agent or broker for any other person and no person other than the Purchaser will be interested in the Sale Securities. For the purposes of this paragraph the word “interested” shall bear the same meaning as in part 22 of the Companies Act;

the Purchaser has (and at Completion will have) on an unconditional basis the necessary cash resources, equity commitments, debt financing commitments and/or definitive fundable loan agreements from its financing sources which together are sufficient to meet its payment obligations under this Agreement and the Purchaser’s Completion Documents;

the Purchaser Debt Finance Documents are in full force and effect and are the legal, valid, binding and enforceable obligations of each of the other Parties thereto; and

no default or event preventing the Purchaser to draw down financing under the Purchaser Debt Finance Documents has occurred and there is no condition precedent not able to be satisfied nor any event or circumstance in existence which could reasonably be expected to constitute such a default or draw stop event or result in any condition precedent not being satisfied which would enable the financing entities party to the Purchaser Debt Finance Documents to refuse to advance funds under such documents on Completion.

Purchaser Financing Undertakings

The Purchaser undertakes to the Seller and the Seller Parent that it will not (and will procure that no member of the Purchaser’s Group will), without the prior written consent of the Seller and the Seller Parent, change, vary or amend the provisions of the Purchaser Debt Finance Documents or allow the commitments of the Credit Parties (as defined in the Purchaser Debt Commitment Letters) under the Purchaser Debt Commitment Letters to lapse, in each case, in any manner which would adversely affect the Purchaser’s ability to fulfil its payment obligations pursuant to this Agreement (provided that the foregoing shall not restrict the Purchaser from arranging

As promptly as practicable following entry into any Replacement Financing, the Purchaser shall deliver to the Seller a copy of the duly executed Purchaser Debt Finance Document (including a copy of any duly executed facilities agreement (or equivalent document) and any related condition precedent satisfaction letters.

The Purchaser undertakes to the Seller that between the date of this Agreement and the date of Completion, it shall exercise its rights pursuant to the Purchase Debt Finance Documents to draw down all funds thereunder as may be required by the Purchaser to fulfil its payment obligations pursuant to this Agreement.

Waiver of Rights

has no rights against (and waives any rights it may have against); and

may not make a claim (whether in equity, contract or tort (including negligence), under the Misrepresentation Act 1967 or in any other way) against (and waives any claim it may have against),

No Representation

The Purchaser acknowledges that, except where specifically otherwise provided, no representation or warranty has been made as to the accuracy or completeness of any of the information provided in relation to the DivestCo Business by the Seller or the Seller Parent, each of their respective Affiliates, nor any of their respective representatives and agents.

The Purchaser undertakes, during the term of the Warranty Insurance Policy: (i) not to rescind or terminate the Warranty Insurance Policy; (ii) not to agree to amend the Warranty Insurance Policy in a manner which would increase the liability of the Seller or the

SELLER PARENT GUARANTEE

The Seller Parent as primary obligor (and not as a surety) unconditionally and irrevocably:

guarantees by way of continuing guarantee to the Purchaser the due and punctual performance by the Seller of its obligations under or pursuant to this Agreement;

agrees that if the Seller fails to make any payment when it is due under or pursuant to this Agreement, the Seller Parent shall on demand pay (or procure the payment of) that amount to the Purchaser.

The Seller Parent unconditionally and irrevocably agrees to indemnify (and keep indemnified) the Purchaser on demand against any loss, liability or cost incurred by the Purchaser as a result of any obligation of the Seller referred to in Clause 15.1(a) being or becoming void, voidable or unenforceable as against the Seller. The amount of the loss, liability or cost shall be equal to the amount which the Purchaser would otherwise have been entitled to recover from the Seller.

Each payment to be made by the Seller Parent under this Clause 15 shall be made in the currency in which the relevant amount is payable by the Seller, and shall be made in full without any set-off, restriction, condition or counterclaim.

The Seller Parent’s obligations under this Clause 15 shall not be affected by:

the dissolution, amalgamation, reconstruction or insolvency (including any inability to pay debts) of, any creditors’ voluntary arrangement in respect of or analogous proceedings, change in the constitution or control, merger or consolidation with any person of, the Seller; or

any disability, incapacity, or other impediment to the Seller’s capacity to contract or perform.

The Seller Parent’s obligations under this Clause 15 shall not be affected by any matter or thing which, but for this provision, might operate to affect or prejudice those obligations, including without limitation:

any time, waiver, consent or indulgence granted to, or composition with, the Seller or any other person;

the taking, variation, renewal or release of, or neglect to perfect or enforce this Agreement or any right, guarantee, remedy or security from or against the Seller or any other person; or

any unenforceability or invalidity of any obligation of the Seller, so that this Clause 15 shall be construed as if there were no such unenforceability or invalidity,

Subject to Clause 13.1(a)(iii) and Clause 13.1(b), the Seller Parent waives any right it may have of first requiring the Purchaser (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from the Seller before claiming from the Seller Parent under this Clause 15. This waiver applies irrespective of any law or any provision of this Agreement or other Transaction Document.

EMPLOYEE MATTERS

Employee Notice and Consultation Jurisdictions

The Parties acknowledge that under:

French labor laws the works council (comité social et economique) of Coty France S.A.S. will need to be informed and consulted with respect to the proposed separation and sale of the French Business; and

Dutch labor laws, the works council of Coty Netherlands B.V. will need to be informed and consulted with respect to the proposed separation and sale of the Dutch Business, and the provisions of the Social and Economic Council Merger Regulation for the protection of employees (SER-Besluit Fusiegedragsregels 2015) will need to be complied with,

Notwithstanding anything to the contrary in this Agreement unless and until:

the Seller has executed and delivered to the Purchaser the French Acceptance Notice, the French Business will not be subject to the Separation Agreement and will be excluded from the DivestCo Business in the manner provided for in clause 3 of the Separation Agreement; and

the Seller has executed and delivered to the Purchaser the Dutch Acceptance Notice, the Dutch Business will not be subject to the Separation Agreement and will be excluded from the DivestCo Business in the manner provided for in clause 3 of the Separation Agreement.

The Purchaser has irrevocably offered to acquire the French Business as contemplated by this Agreement and the Separation Agreement on the terms and conditions set forth in the French Offer Letter, and to have the provisions of the Transaction Documents apply to the French Business following completion of the consultation process described in Clause 16.1(a)(i) (the “Completion of the French Consultation”). Conditional upon and following the Completion of the French Consultation, and subject to Clause 14.1(e), Seller shall promptly deliver to the Purchaser the executed French Acceptance Notice and, upon receipt by the Purchaser of the French Acceptance Notice, the French Business will be subject to the Separation Agreement and included in the DivestCo Business in the manner provided for in clause 3 of the Separation Agreement. The Parties agree that the payment by the Purchaser or any member of the Purchaser’s Group of any amounts to the Seller or any Seller’s Group Company under or pursuant to the French Offer Letter and French Acceptance Notice (including any sale and purchase agreement entered into thereto) shall reduce the Purchaser’s obligation to pay the Initial Principal Amount to the Seller under this Agreement on a US$ for US$ basis.

The Purchaser has irrevocably offered to acquire the Dutch Business as contemplated by this Agreement and the Separation Agreement on the terms and conditions set forth in the Dutch Offer Letter, and to have the provisions of the Transaction Documents apply to the Dutch Business following completion of the consultation process described in Clause 16.1(a)(ii) (the “Completion of the Dutch Consultation”). Conditional upon and following the Completion of the Dutch Consultation, and subject to Clause 14.1(e), Seller shall promptly deliver to the Purchaser the executed Dutch Acceptance Notice and, upon receipt by the Purchaser of the Dutch Acceptance Notice, the Dutch Business will be subject to the Separation Agreement and included in the DivestCo Business in the manner provided for in clause 3 of the Separation Agreement. The Parties agree that the payment by the Purchaser or any member of the Purchaser’s Group of any amounts to the Seller or any Seller’s Group Company under or pursuant to the Dutch Offer Letter and Dutch Acceptance Notice (including any sale and purchase agreement entered into thereto) shall reduce the Purchaser’s obligation to pay the Initial Principal Amount to the Seller under this Agreement on a US$ for US$ basis.

If, as a result of the Applicable Consultation Processes, changes to this Agreement, the Separation Agreement, any other Transaction Document, the French Acceptance Notice, the Dutch Acceptance Notice or the applicable Local Implementation Agreement(s), or further arrangements in connection with the Transaction, are considered necessary by either Party, the Seller, the Seller Parent and the Purchaser shall consult with the other Party in relation to (i) any such changes; or (ii) any such further arrangements (if any) that are appropriate, in each case in accordance with the terms and conditions set forth in the French Offer Letter and/or Dutch Offer Letter (as applicable).

The Seller and the Purchaser shall reasonably cooperate with each other in connection with the Applicable Consultation Processes and any other Employee Consultation Process that applies in respect of the Separation and the Transaction and, subject to Clause 16.1(g)

the Purchaser providing its response to a request for any Employee Consultation Information as soon as reasonably practicable following receipt of a request in writing from the Seller, but in any event, in the case of its response to the Request for Initial Employee Consultation Information no later than ten (10) Business Days after the date of this Agreement;

the Purchaser providing as soon as reasonably practicable after receipt of a request from the Seller, any other information and documentation:

that the Seller reasonably requires relating to the Purchaser or the Purchaser’s Group, the expected consequences for employees working in the DivestCo Business, and the measures envisaged by the Purchaser for dealing with such consequences; or

which is otherwise reasonably requested by the Seller in respect of or for the purpose of the Employee Consultation Process;

the Purchaser’s participation in such meetings with any Employee Representatives in the course of the Employee Consultation Process as may be reasonably required to comply with the Transfer Regulations or any other applicable law or as the Seller might reasonably require;

the Purchaser nominating a key contact (the “Purchaser’s Global Representative”) who will be supported by one or more representative(s) to be the main contact(s) in key jurisdictions for the purposes of such Employee Consultation Processes (the “Purchaser’s Representatives”);

the Seller keeping the Purchaser’s Global Representative reasonably informed of the status of such consultation and any material developments with respect to or that might affect the Employee Consultation Process so far as they relate to the applicable part of the DivestCo Business or in respect of which the Purchaser may have any liability pursuant to this Agreement or any other Transaction Document, and affording the Purchaser the opportunity to review all material communications forming part of such processes, and to participate in all meetings where it would be appropriate to do so, with the Seller and the Seller Parent acting reasonably and in good faith to consider any representations which Purchaser may have in relation to such material developments and material communications;

the Seller making all necessary and appropriate arrangements to inform and consult, or to procure that relevant members of the Seller’s Group inform and consult, with employees and/or Employee Representatives of the DivestCo Business, to the extent required by and in accordance with applicable law or under any applicable Collective Agreement, as soon as reasonably

the Parties agreeing not to take, or agreeing to take, any action that would be reasonably likely to prejudice a favourable and expeditious outcome of such processes and the Seller and the Seller Parent shall not, without the prior written consent of the Purchaser, which shall not be unreasonably withheld or delayed, enter into any material agreement or understanding with, or make any material commitment to, any employees or Employee Representatives.

Where the Seller makes any request for Employee Consultation Information or other information and documentation, or a request for the Purchaser’s participation in applicable processes, under Clause 16.1(f), the Seller shall make such request to the Purchaser’s Global Representative (or such other Purchaser’s Representative as he or she may nominate) in writing and such request shall (i) be made in good time to allow the Purchaser a reasonable opportunity to respond and/or prepare as the case may be and (ii) identify the context of the request and Applicable Consultation Process or other Employee Consultation Process to which the request relates.

Notwithstanding Clause 16.1(e), if, as a result of any Employee Consultation Process, changes to this Agreement, the Separation Agreement, any other Transaction Document, or the applicable Local Implementation Agreement(s), or further arrangements in connection with the Transaction, are considered necessary by either Party, the Seller, the Seller Parent and the Purchaser shall discuss with the other Party in relation to:

any such changes to this Agreement, the Separation Agreement, any other Transaction Document, or the applicable Local Implementation Agreement(s); or

any such further arrangements (if any) that are appropriate, in each case.

Without the Purchaser’s prior written consent, which shall not be unreasonably withheld or delayed, the Seller and the Seller Parent shall not enter into any agreement with, or make any commitment to, the relevant Employee Representative which would bind, or impose any obligation on, the Purchaser or any member of the Purchaser’s Group after Completion; provided however that the Purchaser’s consent shall not be required with respect to any matter affecting only the RemainCo Employees or any immaterial matters.

Certain Pensions

CONFIDENTIALITY AND ANNOUNCEMENTS

Announcements

With the exception of the Announcement which shall be made on the date of this Agreement (or on such other date as may be agreed), no announcement, communication or circular concerning the existence or provisions of this Agreement or any other Transaction Document shall be made or issued to be made by any Party or any Seller Parent’s Affiliate or the Purchaser’s Group (as applicable) without the prior written approval of the Purchaser (in the case of any announcement to be made by the Seller, the Seller Parent or any Seller’s or Seller Parent’s Affiliate) or the Seller Parent (in the case of any announcement to be made by the Purchaser or the Purchaser’s Group) (such consent not to be unreasonably withheld or delayed).

Clause 17.1(a) shall not prohibit:

any announcement, communication or circular required to be made by any Party or Seller Parent’s Affiliate or the Purchaser’s Group (as applicable) by any law or any governmental or regulatory body, court order, by the rules of the New York Stock Exchange or the rules of any other relevant stock exchange or by any listing agreement with or rules of any applicable national securities exchange, trading market or listing authority or any contractual obligation, but then only to the extent so required and the Party with an obligation (or whose Affiliate has an obligation) to make an announcement or communication or issue a circular shall consult with the other Parties and take into account the other Parties’ reasonable requests or comments insofar as is reasonably practicable before complying with such obligation; or

any communication regarding the Transaction between the Purchaser and its Affiliates and its Affiliates’ investors and proposed investors (including any actual or prospective limited partners or potential equity financing sources) or disclosure of information regarding the Transaction on such person’s website in the ordinary course of business and consistent with past practice.

Confidentiality

The Confidentiality Undertaking shall cease to have any force or effect from the date of this Agreement, but without prejudice to any prior breaches of the Confidentiality Undertaking.

Subject to Clause 17.1 and Clause 17.2(c), from the date of this Agreement to the date falling two (2) years following the date of this Agreement:

each of the Parties shall treat as strictly confidential and not disclose or use any information received or obtained as a result of entering into any Transaction Document which relates to:

the existence or the provisions of any Transaction Documents; or

the negotiations relating to any Transaction Documents;

the Seller and the Seller Parent shall, and shall procure that each member of the Seller’s Group shall, following Completion, treat as strictly confidential and not disclose or use any information relating to the DivestCo Business following Completion and any other information relating to the business, financial or other affairs (including future plans and targets) of the Purchaser’s Group; and

the Purchaser shall, and shall procure that each member of the Purchaser’s Group shall, treat as strictly confidential and not disclose or use any information relating to the business, financial or other affairs (including future plans and targets) of the Seller, the Seller Parent or the Seller’s or Seller Parent’s Affiliates (excluding, from Completion, any matter in connection with the DivestCo Business); and

the Purchaser shall not, and shall procure that each member of the Purchaser’s Group shall not, disclose any information relating to the business, financial or other affairs (including future plans and targets) of the DivestCo Business to The Hut Group or otherwise use any such information for the benefit of The Hut Group.

Clause 17.2(b) shall not prohibit disclosure or use of any information if and to the extent:

the disclosure or use is required to vest the full benefit of this Agreement in a Party;

the information is or becomes publicly available (other than by breach of the Confidentiality Undertaking prior to the date of this Agreement or any Transaction Document);

the Purchaser and the Seller Parent have given prior written approval to the disclosure or use;

the information is independently developed after Completion;

the information was already in the possession of the Purchaser or any its Affiliates or any of their respective shareholders, partners, managers, investors, potential investors or professional advisors, from a source that, to the Purchaser’s knowledge, does not owe a duty of confidentiality to the Seller or the Seller Parent with respect to such information;

the disclosure or use is required by law, any governmental or regulatory body (including HM Treasury and the UK Financial Investments Limited) or any recognised stock exchange on which the shares of any Party or any member of the Seller’s Group or the Purchaser’s Group are listed (including where this is required as part of any actual or potential offering, placing and/or sale of securities of that Party or any member of the Seller’s Group or the Purchaser’s Group);

the disclosure is made by the Seller, the Seller Parent or any of the Seller’s or Seller Parent’s Affiliates to current and/or prospective fund investors, trade press, industry bodies, professional intermediaries and otherwise as part of its normal internal or external reporting processes and communication processes and policies, provided such recipient undertakes to comply with the provisions of this Clause 17.2 in respect of such information as if it were a Party;

the disclosure or use is required for the purpose of any judicial or arbitral proceedings arising out of any Transaction Document;

the disclosure is made to a Taxation Authority in connection with the Tax affairs of the disclosing Party or its Affiliates;

the disclosure is made to any of the Seller’s or Seller Parent’s Affiliates provided such person undertakes to comply with the provisions of this Clause 17.2 in respect of such information as if it were a Party;

the disclosure is made by the Purchaser to any member of the Purchaser’s Group or to any of their respective shareholders, partners, managers, investors, potential investors in any connected fund provided such person undertakes to comply with the provisions of this Clause 17.2 in respect of such information as if it were a Party or is otherwise subject to confidentiality obligations in respect of such information;

the disclosure is made by or on behalf of the Purchaser to any bank, financial institution or other actual or potential financier (or professional advisers of any such person) in connection with the financing or refinancing (whether in whole or in part) by the Purchaser of the acquisition of the Sale Securities, provided such person is subject to confidentiality obligations in respect of such information;

the disclosure is made to any rating agency, provided that such person is subject to customary confidentiality obligations in respect of such information;

the disclosure is made to advisers, insurance providers, auditors, hedging counterparties or actual or potential debt or equity financiers of any Party or of any of the Seller’s or Seller Parent’s Affiliates on a need to know basis provided that such person is subject to confidentiality obligations in respect of such information; or

the disclosure is made on a confidential basis to potential purchasers of all or part of the Seller’s Group or the Purchaser’s Group or to their advisers or actual or potential financiers provided that any such persons need to know the information for the purposes of considering, evaluating, advising on or furthering the potential purchase and the disclosing Party remains liable for any breach of the confidentiality obligations set out in this Clause 17.2 by such person,

ACCESS TO INFORMATION

For a period of seven (7) years following Completion, the Purchaser shall, and shall procure that the relevant members of the Purchaser’s Group shall, if reasonably requested by the Seller or the Seller Parent, allow the Seller, the Seller Parent or such other member of the Seller’s Group as it shall nominate, access (including the right to take copies at the Seller Parent’s expense) to the Books and Records which are reasonably required by the Seller, the Seller Parent or such other Seller’s or Seller Parent’s Affiliate for the purpose of dealing with its Tax and accounting affairs (including such information as is reasonably required by the Seller or the Seller Parent in order to negotiate, refute, settle, compromise or otherwise deal with any claim, investigation or enquiry by a Taxation Authority regarding the Seller, the Seller Parent or a Seller’s or Seller Parent’s Affiliate relating to income, profits or gains earned, accrued or received (or treated for Tax purposes as earned, accrued or received) or any event occurring (or treated for Tax purposes as occurring) on or before Completion).

Following Completion, the Seller Parent shall, and shall procure that the relevant members of the Seller’s Group shall, if reasonably requested by the Purchaser, allow the Purchaser, or such other member of the Purchaser’s Group as it shall nominate, access (including the right to take copies at the Purchaser’s expense) to the Books and Records which are reasonably required by the Purchaser, such other member of the Purchaser’s Group for the purpose of dealing with its (or their) Tax and accounting affairs (including such information as is reasonably required in order to negotiate, refute, settle, compromise or otherwise deal with any claim, investigation or enquiry by a Taxation Authority regarding the Purchaser, any other member of the Purchaser’s Group relating to income, profits or gains earned, accrued or received (or treated for Tax purposes as earned, accrued or received) or any event occurring (or treated for Tax purposes as occurring) on or before Completion).

COSTS AND EXPENSES

Except where this Agreement or other Transaction Documents expressly provide otherwise, and other than in connection with Clause 19.3:

the Seller shall pay its own costs and expenses; and

the KKR Investor shall pay the Purchaser’s costs and expenses,

The Company shall bear all of the fees, expenses or other costs (and any insurance premium tax and other Taxes) properly incurred in connection with the Warranty Insurance Policy (including the evaluation, negotiation and procurement thereof).

Subject to Completion occurring:

any costs, fees and expenses (which for the avoidance of doubt shall not include any Taxation) incurred in connection with the Separation (other than any advisory costs and expenses) (“Separation Costs”) incurred by each Party in connection with the evaluation, negotiation, preparation, implementation and performance of the Separation shall be borne:

by the Parties in accordance with the principles set out in Schedule 8; and

in respect of any type or category of Separation Cost not set out in Schedule 8, the Parties shall agree the allocation of such Separation Cost in good faith; and

The Seller shall bear 40% and the KKR Investor shall bear 60% of an amount equal (or reimburse the Purchaser for) to any costs, fees and expenses (other than any legal or advisory fees) incurred on or prior to Completion pursuant to or in connection with the Purchaser Debt Finance Documents, any registration or filing fees or other transaction duties incurred in connection with the satisfaction of the Conditions, and the amounts payable by the Purchaser under Clause 20 (the “Shared Costs”), which shall be paid by the relevant Persons to the Purchaser in cash pursuant to a payment direction letter.

The Purchaser hereby agrees to reimburse the Seller for any costs, fees or expenses borne by the Seller as a consequence of the Purchaser paying any Shared Costs which should have been for the account of the KKR Investor pursuant to this Clause 19.

For the avoidance of doubt, if this Agreement terminates without Completion occurring, the Purchaser shall not be obliged to pay any Separation Costs and the Seller shall not be obliged to pay any Shared Costs.

To the extent that:

the Seller or any member of the Seller’s Group incurs any Separation Costs which are for the account of the Company pursuant to Clause 19.3 above, the Seller shall give written notice to the Company of such amounts, and the Parties shall procure that the Company reimburses such amounts to the Seller within 20 Business Days of receipt of such notice;

the Company or any member of the DivestCo Group incurs any Separation Costs which are for the account of the Seller pursuant to Clause 19.3 above, the Purchaser shall give, or the Parties shall procure that the Company gives, written notice to the Seller of such amounts, and the Seller shall reimburse such amounts to the Company or the relevant member of the DivestCo Group (as the case may be) within 20 Business Days of receipt of such notice; and

any Costs are allocated to the Purchaser pursuant to Clause 19.3 above, the Seller shall, or the Parties shall procure that the Company shall, give written notice to the Purchaser of such amounts, and the Purchaser shall reimburse such amounts to the Seller or the Company (as the case may be) within 20 Business Days of receipt of such notice,

Where a party is required by the terms of this Agreement to reimburse another person for any costs or expenses, that party shall reimburse the other person for the full amount of such costs or expenses, including any part thereof that comprises VAT, except to the extent that the other person (or a member of that other person’s group for VAT purposes) is entitled to recover such VAT (whether by credit, repayment or otherwise).

STAMP DUTY, FEES AND TAXES

The Purchaser shall pay all United Kingdom stamp duty and stamp duty reserve tax which is payable solely in respect of the transfer of the Sale Securities pursuant to this Agreement. The Purchaser shall be responsible for arranging the payment of such stamp duty and stamp duty reserve tax.

If any Party defaults in the payment when due of any sum payable under any Transaction Document, its liability shall be increased to include interest on such sum from the date when such payment is due until the date of actual payment (after as well as before judgement) at a rate per annum of five per cent (5%) above the base rate from time to time of JPMorgan Chase & Co. Such interest shall accrue from day to day.

FURTHER ASSURANCE

The Seller and the Seller Parent undertake to execute and deliver (at their own cost) all such instruments and other documents and take all such actions as the Purchaser may from time to time reasonably require in order to effect the transfer of the Sale Securities to the Purchaser and the Transaction and otherwise to secure to the Purchaser the full benefit of this Agreement and the Transaction Documents.

Each of the Parties severally undertakes to take all reasonable steps within their powers as any other Party may from time to time reasonably require in order to secure to the other Parties the full benefit of this Agreement and the Transaction Documents.

EFFECT OF COMPLETION

ASSIGNMENT

the Seller may assign (in whole or in part) the benefit of this Agreement to any member of the Seller’s Group provided that the Seller gives the Purchaser prior written notice of such assignment and provided further that if such assignee ceases to be a member of the Seller’s Group all benefits relating to this Agreement assigned to such assignee shall be deemed automatically by that fact to be re-assigned to the Seller immediately before such cessation;

the Seller Parent may assign (in whole or in part) the benefit of this Agreement to any member of the Seller’s Group provided that the Seller Parent gives the Purchaser prior written notice of such assignment and provided further that if such assignee ceases to be a member of the Seller’s Group all benefits relating to this Agreement assigned to such assignee shall be deemed automatically by that fact to be re-assigned to the Seller Parent immediately before such cessation;

the Purchaser may assign (in whole or in part) the benefit of this Agreement to any other member of the Purchaser’s Group provided that the Purchaser gives the Seller prior written notice of such assignment and provided further that if such assignee ceases to be a member of the Purchaser’s Group all benefits relating to this Agreement assigned to such assignee shall be deemed automatically by that fact to be re-assigned to the Purchaser immediately before such cessation; and

the Purchaser or any member of the Purchaser’s Group may charge, assign and/or otherwise grant any security interest over the benefit of this Agreement and/or any of its right under this Agreement to any bank or financial institution or other person by way of security

PAYMENT

Any payments pursuant to this Agreement shall be made in full, without any set off, counterclaim and without any deduction or withholding (save as may be required by law).

If any Party is required by law to make a deduction or withholding from any payment made pursuant to this Agreement (other than a payment to the Seller of any part of the consideration for the Sale Securities and other than a payment of interest) or if any payment made pursuant to this Agreement (other than a payment to the Seller of any part of the consideration for the Sale Securities and other than a payment of or interest) is subject to Tax in the hands of the payee (ignoring for these purposes the availability of any Relief), the payor shall pay an additional amount (“Gross up Amount”) as shall, after the making of such deduction or withholding or after such Tax, leave the payee with the same amount as it would have received had no deduction or withholding been made or had the payment not been subject to Tax.

Where a payor has made an increased payment under Clause 24.2 in respect of a deduction or withholding and the payee subsequently receives and retains a Relief in respect of the amount withheld or deducted, the payee shall account to payor for such portion of any such Relief as does not exceed the Gross up Amount and as shall leave the payee in no better or worse position than if no such deduction or withholding had been required to be made.

Any payments pursuant to this Agreement shall be effected by crediting for same day value the account specified by each Party (as the case may be) on behalf of the Party entitled to the payment (reasonably in advance and in sufficient details to enable payment by telegraphic or other electronic means to be effected) on or before the due date for payment.

Payment of a sum in accordance with this Clause 24 shall constitute a payment in full of the sum payable and shall be a good discharge to the payer (and those on whose behalf such payment is made) of the payer’s obligation to make such payment and the payer (and those on whose behalf such payment is made) shall not be obliged to see to the application of the payment as between those on whose behalf the payment is received.

The Seller shall not, and shall procure that no Seller Group Company shall, use the proceeds transferred pursuant to this Agreement, directly or knowingly indirectly, in any manner that would cause the Purchaser to be in violation of applicable Anti-Corruption Laws, Anti-Money Laundering Laws, or Sanctions.

NOTICES

Any notice or other communication to be given under or in connection with this Agreement (“Notice”) shall be in the English language in writing and signed by or on behalf of the Party giving it. A Notice may be delivered personally or sent by email, pre-paid recorded delivery or international courier to the address or email address provided in Clause 25.3, and marked for the attention of the person specified in that Clause.

A Notice shall be deemed to have been received:

at the time of delivery if delivered personally or by courier;

at the time of sending if sent by email; provided that receipt shall not occur if the sender receives an automated message indicating that the message has not been delivered to the recipients;

9.00 a.m. two (2) Business Days after the time and date of posting if sent by pre-paid recorded delivery; or

9.00 a.m. three (3) Business Days after the time and date of posting if sent by international courier,

The addresses and emails for service of Notice are:

A Party shall notify the other Parties of any change to its details in Clause 25.3 in accordance with the provisions of this Clause 25.4 provided that such notification shall only be effective on the later of the date specified in the notification and five (5) Business Days after deemed receipt.

INVALIDITY

If any provision in this Agreement is held to be or becomes illegal, invalid or unenforceable, in whole or in part, under the law of any jurisdiction the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties.

To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 26.1 then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed severed from this Agreement. The remaining provisions will, subject to any deletion or modification made under Clause 26.1, not be affected, remain in full force in that jurisdiction and all provisions shall continue in full force in any other jurisdiction.

ENTIRE AGREEMENT

This Agreement together with any other documents and schedules referred to in it, constitutes the whole agreement between the Parties relating to the subject matter of this Agreement at the date of this Agreement to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous agreements, understandings and arrangements (whether written or oral) between the Parties in relation to the matters dealt with in this Agreement.

Each Party acknowledges that, in entering into this Agreement, it is not relying on any representation, warranty or undertaking not expressly incorporated into it.

A Party’s only right or remedy in relation to any provision of this Agreement shall be for breach of this Agreement and no Party shall have any right or remedy in respect of misrepresentation (whether negligent or innocent and whether made prior to and/or in this Agreement).

Nothing in this Clause 27 limits or excludes any liability for fraud.

AGREEMENT PREVAILS

VARIATION

NO WAIVER

No waiver of any right under this Agreement or any other Transaction Document shall be effective unless in writing. Unless expressly stated otherwise, a waiver shall be effective only in the circumstances for which it is given.

No delay or omission by any Party in exercising any right or remedy provided by law or under this Agreement shall constitute a waiver of such right or remedy.

The single or partial exercise of a right or remedy under this Agreement shall not preclude any other nor restrict any further exercise of any such right or remedy.

THIRD-PARTY RIGHTS AND NO-RECOURSE

This Agreement is made for the benefit of the Parties and their successors and is not intended to benefit any other person, and no other person shall have any right to enforce any of its terms, except that Clauses 13.8, 13.14 and 14.3 and are intended to benefit the third parties mentioned therein and each such Clause shall be enforceable by any of them to the full extent permitted by law, subject to the other terms and conditions of this Agreement.

The Parties may amend or vary this Agreement in accordance with its terms without the consent of any other person.

No provision of this Agreement shall confer upon any person other than the Parties hereto and their permitted assigns any rights or remedies hereunder. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as Parties hereto and no former, current or future equityholders, controlling persons, directors, officers, employees, general or limited partner, member, manager, advisor, agents, successors, assigns or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent successors, assigns or Affiliate of

COUNTERPARTS

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by and shall be construed in accordance with the laws of England and Wales.

Excluding any dispute in respect of the Completion Accounts (which shall be settled as set out in paragraph 2 of Part 3 of Schedule 3), all disputes arising out of or in connection with this Agreement or the Separation Agreement (which incorporates this same arbitration agreement by repetition in full) shall be finally settled under the Rules of Arbitration of the London Court of International Arbitration (“LCIA”) by three arbitrators. The claimant(s) shall nominate one arbitrator to be approved by the LCIA Court in accordance with the LCIA Rules. The respondent(s) shall nominate one arbitrator to be approved by the LCIA Court in accordance with the LCIA Rules. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the two party-appointed arbitrators, reached in consultation with the parties, within twenty (20) days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA Court. In the event that any party fails to nominate an arbitrator in accordance with the foregoing, then the LCIA Court shall nominate an arbitrator on behalf of the party that has failed to nominate an arbitrator. The place of arbitration shall be London, England. The language of the arbitration shall be English.

If for any reason more than one arbitration is commenced pursuant to this arbitration agreement, such separate arbitration proceedings may be consolidated into a single proceeding before one Tribunal appointed in accordance with this arbitration agreement, where no significant prejudice would result, as determined in the sole discretion of the Tribunal first appointed in any such several proceedings. This clause is expressly intended to afford the Tribunal so appointed with greater flexibility and discretion to consolidate related arbitration claims and

/s/ Pierré-Andre Terisse

SIGNED for and on behalf of
Coty International Holding, B.V. by

/s/ Dirk Van Hilten

/s/ Justin Lewis-Oakes

On the date of this Agreement, the Seller shall deliver or make available to the Purchaser (and in the case of paragraph (h), to the Insurer):

a copy of the Separation Agreement duly executed by the Seller and the Company;

a copy of the Disclosure Letter duly executed by the Seller;

a copy of the Equity Commitment Letter duly executed by the Seller and the Seller Parent;

a copy of the resolution in the agreed terms of the directors of the Seller Parent authorising the execution by the Seller Parent of each of the Transaction Documents to which the Seller Parent is a party;

a copy of the resolution in the agreed terms of the directors of the Seller authorising the execution by the Seller of each of the Transaction Documents to which the Seller is a party;

a copy of the French Offer Letter duly executed by the Seller Parent;

a copy of the Dutch Offer Letter duly executed by the Seller Parent; and

the File Transfer Protocol containing the Data Room Information as set out in the Data Room Index, together with a certificate from Merrill confirming that the File Transfer Protocol contains such information.

On the date of this Agreement, the Purchaser shall deliver to the Seller:

a duly executed acknowledgement of receipt by the Purchaser of the Disclosure Letter;

a copy of the Separation Agreement duly executed by the Purchaser;

a duly executed copy of the Warranty Insurance Policy;

a copy of the Equity Commitment Letter duly executed by the Purchaser, Rainbow UK Holdco Limited, KKR European Fund V (USD) SCSp and KKR European Fund V (EUR) SCSp;

a copy of the Purchaser Debt Commitment Letters duly executed by the Credit Parties (as defined therein);

a copy of the French Offer Letter duly executed by the Purchaser;

a copy of the Dutch Offer Letter duly executed by the Purchaser; and

a copy of the resolution in the agreed terms of the directors of the Purchaser authorising the execution by the Purchaser of each of the Transaction Documents to which the Purchaser is a party.

On Completion the Seller shall procure that a board meeting is held of the Company no less than three (3) Business Days prior to Completion to be duly convened and held at which:

the transfers of the Sale Securities pursuant to this Agreement shall be approved for registration, subject to the relevant instrument of transfer of the Sale Securities being stamped;

the appointment of such individuals to the board of the Company as shall be nominated by the Purchaser in writing no less than three (3) Business Days prior to Completion are duly approved.

On Completion, the Seller shall deliver or make available to the Purchaser:

duly executed share transfer forms in respect of the Sale Securities in favour of the Purchaser together with the share certificates issued by the Company relating to such Sale Securities (or an indemnity in respect of any lost or unavailable share certificates, if applicable);

a voting power of attorney, in the agreed terms, permitting the Purchaser to exercise all voting and other rights over the Sale Securities until such time as the Purchaser has been duly registered in the register of members of the Company as the legal owner of the Sale Securities; and

any Separation Deliverables required to be delivered pursuant to the Separation Agreement duly executed by the relevant members of the Seller’s Group and the Company;

the Shareholders’ Agreement duly executed by the Seller and the Seller Parent;

each Company Loan Note Instrument duly executed by the Company and each other DivestCo Group Company which is an issuer under any of the Separation Loan Notes at Completion;

the certificates representing the Company Loan Notes issued to the Purchaser and the duly updated loan note registers of each DivestCo Group Company which issues such Company Loan Notes to the Purchaser at Completion;

the Shares Consideration Loan Note Instrument duly executed by the Seller and the loan note register in respect thereof;

the Company Loan Note Instruments duly executed by the DivestCo Group Companies that are lenders under the Separation Loan Notes and the loan note registers in respect thereof;

a subscription agreement in respect of the subscription by the Seller for shares in JVCo on terms acceptable to the Seller and the Purchaser (acting reasonably), duly executed by the Seller, whereby the Rollover Loan Notes shall be contributed to JVCo in exchange for the issue

a “Completion No Claims Declaration” from each “Excluded Rollover Seller’s Representative” (in each case as defined in the Warranty Insurance Policy).

On Completion, the Seller shall:

make the statutory books of the Company available to the Purchaser at the offices of the Company; and

procure the delivery to the Purchaser of reliance letters in the agreed terms duly executed by each relevant Seller Transaction Adviser in respect of each of their respective Sellside Reports.

On Completion, the Purchaser shall:

deliver or make available to the Seller:

any Separation Deliverables duly executed by the Purchaser required to be delivered pursuant to the Separation Agreement;

the Shareholders’ Agreement duly executed by the Purchaser and the KKR Investor;

a subscription agreement in respect of the subscription by the Seller for 40% of the securities in JVCo on terms acceptable to the Seller and the Purchaser (acting reasonably), duly executed by JVCo, together with share certificates in respect of such securities and a copy of the updated share register of JVCo reflecting the Seller as a shareholder;

the Shares Consideration Loan Note Instrument duly executed by the Purchaser; and

the certificates representing the Shares Consideration Loan Notes issued to the Seller, and the duly updated loan note registers of the Purchaser reflecting the issue of the Shares Consideration Loan Notes to the Seller;

subscribe for the Company Loan Notes in an amount equal to Initial Principal Amount.

The Completion Accounts shall:

be prepared:

for the DivestCo Group on a consolidated basis as at the Completion Accounts Effective Time; and

in accordance with this Part 1 of this Schedule 3;

comprise an unaudited consolidated balance sheet of the DivestCo Group; a working capital statement showing the calculation of the Working Capital; and a completion statement, substantially in the form set out in Part 4 of this Schedule 3, specifying:

Actual Cash;

Actual Debt;

Actual Working Capital; and

the Final Consideration;

subject, where applicable, to the remaining provisions of this Part 1 of this Schedule 3, be prepared and determined, and the items and amounts to be included in them shall be identified and calculated, by applying the relevant definition in this Schedule 3 and:

by applying the specific accounting principles, policies, procedures, practices and treatments set out in Part 2 of this Schedule 3;

subject to paragraph 1.1(c)(i), by applying the accounting principles, policies, procedures, practices and categorisations as they were applied in the preparation of the Accounts (including in relation to the exercise of accounting discretion or judgment), but to the extent that the Accounts included allocations of relevant categories of assets and liabilities between DivestCo Group and the Seller’s Group businesses, those bases of allocation shall be ignored and, in all cases, to the extent not incompliant with any reasonable interpretation of Applicable Accounting Standards; and

subject to paragraphs 1.1(c)(i) and (ii), by applying the Applicable Accounting Standards.

the Completion Accounts shall be prepared on an consolidated basis from the nominal ledgers of the DivestCo Group as if the Completion Accounts Effective Time was the end of the financial year, including performance of all normal year-end ‘close the books’ processes and accounting procedures, including (but not limited to) detailed analysis of prepayments, rebates and accruals and appropriate cut-off procedure, and verification of inventory through inventory counts based on a sample of such inventory consistent with past practice. The Purchaser shall have the right to attend the aforementioned inventory counts at such key locations as reasonably requested by the Purchaser;

all intercompany balances owed between the members of the DivestCo Group shall be fully reconciled at the Completion Accounts Effective Time and any unreconciled assets shall be written off in the books of the recipient;

save to the extent addressed elsewhere in this Part 2 of Schedule 3 any intercompany balances between the members of the DivestCo Group and the Seller Croup shall be addressed in accordance with the terms of clause 7.2 of the Separation Agreement. To the extent that any intercompany balances are owed between the members of the DivestCo Group and the Seller’s Group at the Completion Accounts Effective Time and are to be settled in cash after the Completion Accounts Effective Time, such balances shall be included in Cash or Debt, including any accrued and outstanding interest and any additional withholding tax liabilities (where, in respect of a withholding charge, such withholding is not received as an actual tax credit or refund within 365 days) thereon;

the Completion Accounts shall be prepared so that the Completion Accounts Effective Time is treated as the end of an accounting period for Tax purposes;

the Completion Accounts shall be prepared on a going concern basis and save as specifically required elsewhere in this Agreement shall exclude the effect of change of control or ownership of the DivestCo Group and will not take into account the effects of any post-Completion reorganisations or the post-Completion intentions or obligations of the Purchaser. The Completion Accounts shall be prepared on the basis that the Separation Effective Time has occurred and that the Post-Completion Transfers have occurred to or from the DivestCo Group as at the Separation Effective Time;

In preparing the Completion Accounts, liabilities shall not be excluded purely by virtue of their exclusion causing them to be defined as DivestCo Excluded Liabilities pursuant to paragraph 1.1(j) of schedule 1 to the Separation Agreement.

the Completion Accounts shall be prepared so that there is no double counting (whether positive or negative) of any item in the Completion Accounts;

the Completion Accounts shall be prepared so that no item is excluded solely on the grounds of immateriality and no minimum materiality threshold shall be applied in the preparation or review of the Completion Accounts;

the Completion Accounts shall be prepared so as to only take account of events taking place after the Completion Accounts Effective Time if they are “recognised subsequent events” (as defined in FASB Accounting Standards Codification Topic 855) and only having regard to information available to the Parties up until the Cut-Off Time and only where such information provides evidence of conditions existing at the Completion Accounts Effective Time;

the Completion Accounts shall be prepared so as to be drawn up in USD. Assets and liabilities in the Completion Accounts denominated in a currency other than USD shall be converted into USD using the exchange rates prevailing at the Completion Accounts Effective Time based on the same accounting principles, practices and methodology for translational and transactional amounts as were used in the Accounts;

the Completion Accounts shall be prepared in a format consistent with that shown in Part 4 of Schedule 3, the balance sheet mapping being an illustrative presentation of the provisions of Part 1 and this Part 2 of Schedule 3 and the definition of Cash, Debt and Working Capital. Where an account balance classification is specified within the accounting policies set out in this Part 2 of Schedule 3 or the definition of Cash, Debt or Working Capital, such classification shall override the classification (or omission) of that account number in Part 4 of Schedule 3;

there will be no additional categories of assets or liabilities other than those included in the definition of Cash, Debt and Working Capital or specified within the accounting policies set out in this Part 2 of Schedule 3, provided that, in the event of any clear omission of a category of asset or liability, the Parties shall co-operate in good faith to agree on the appropriate categorisation of such omitted category of asset or liability which should apply for the purposes of the Completion Accounts (such categorisation being consistent with the categorisation of similar assets and liabilities in the Completion Accounts);

items mapped under the heading “Other” in the mapping as set out in Part 4 of Schedule 3, will be excluded from Cash, Debt and Working Capital in the Completion Accounts;

the Completion Accounts shall be prepared so that no leases that were classified in the Accounts as operating leases will be reclassified as finance leases and no leases that were classified as finance leases in the Accounts will be reclassified as operating leases. Any leases entered into after the Accounts Date shall be categorised as a finance lease or operating lease using the same principles as were actually used in the Accounts consistently applied. For the avoidance of doubt, ASC 842 will not be applied, the determination of operating leases or capital leases will be in accordance with ASC 840 as applied in the Applicable Accounting Standards;

the Completion Accounts will include DivestCo Specified Accounts Receivable in Working Capital where the economic risks and benefits have transferred to the DivestCo Group. No value shall be given in Working Capital for (i) any inventory where legal title has not transferred to the DivestCo Group, including TSA Inventory; (ii) any inventory amounts that do not relate to the DivestCo Business or (iii) any inventory or receivables where DivestCo Group holds legal title but the economic risks and benefits have been transferred to any entity other than DivestCo Group;

the Completion Accounts shall be prepared so as to exclude any amounts in relation to deferred tax;

the value of liabilities related to pension and other long term employee benefits as of the Completion Accounts Effective Time included in the Completion Accounts shall be determined in accordance with the Pension Valuations, as defined in the terms of schedule 10 of the Separation Agreement. For the avoidance of doubt this provision shall apply to all Relevant Pensions and they will be categorised as follows:

all Relevant Pensions except for those specified under (b) and (c) below will be mapped to Debt. Where the net liability value of any Relevant Pension under the Pension Valuations (as defined in schedule 10 of the Separation Agreement) for these purposes is negative, the value of that individual arrangement for the purposes of this definition shall be treated as being zero;

the statutory retirement indemnity in France (P&G RIP), Greece (P&G RIP) and Thailand Legal Severance Payment Plan will be mapped to Working Capital;

the defined contribution-like plans accounted for as defined benefit in Switzerland will be mapped to “Other”;

any amounts payable to, or receivable from, a member of the Seller’s Group by any member of the DivestCo Group, arising pursuant to the Continuing Trade Agreements (as defined in the Separation Agreement), shall be included in the Completion Accounts as Working Capital;

to the extent payable by and for the account of the DivestCo Group after the Completion Accounts Effective Time, the Completion Accounts shall include an accrual in respect of unpaid salaries and wages, including with respect to any unused holiday pay to which employees are contractually entitled, and including ordinary course bonuses which will reflect a pro-rata apportionment of the cost based on the DivestCo Group management’s full year expected results, and in each case including Tax and employer social security costs, as at the Completion Accounts Effective Time provided that no accrual shall be included with respect to the Seller LAPP (as such term is defined in the Separation Agreement) to the extent that an indemnity has been provided by the Seller in respect of such amounts pursuant to the terms of the Separation Agreement;

full provision shall be made in the Completion Accounts in Debt in respect of transaction costs and bonuses (excluding Retention Bonus Payments (as defined in the Separation Agreement)) or similar which are payable by any member of the DivestCo Group as at or after the Completion Accounts Effective Time;

a liability shall be included in the Completion Accounts in Debt in respect of Tax due as a result of settlement of the Italian transfer pricing audit regarding FY13-FY17;

no amounts shall be included in the Completion Accounts in respect of any uncertain tax exposures except for tax exposures recognised under FIN 48 and FAS5, unless such tax exposures are covered under a covenant from the Seller as included in paragraph 2.2(b) to (g) and paragraph 3 (inclusive) of Schedule 6.

the Completion Accounts shall exclude any provision, accrual or reserve in relation to any matter to the extent it is the subject of a specific indemnity in this Agreement or the Separation Agreement;

any Separation Costs incurred:

by the DivestCo Group or Seller’s Group prior to the Completion Accounts Effective Time paid prior to the Completion Accounts Effective Time), and which are for the Company’s account in accordance with Clause 19 of this Agreement shall be included in the Completion Accounts as an asset;

by the DivestCo Group prior to the Completion Accounts Effective Time, and which are for the Seller’s account in accordance with Clause 19 of this Agreement, shall be included in the Completion Accounts as a liability to the extent incurred by the DivestCo Group but unpaid as at the Effective Time;

by the DivestCo Group prior to the Completion Accounts Effective Time, and which are for the Company’s account in accordance with Clause 19 of this Agreement, shall be included in the Completion Accounts as “Other” to the extent incurred by the DivestCo Group but unpaid as at the Effective Time; and

any such amounts shall not be deemed to be intercompany balances owed between DivestCo Group and RemainCo Group;

the Completion Accounts shall be prepared so as to exclude any amounts in relation to any contingent liabilities or off balance sheet arrangements or commitments (including, for these purposes, capital commitments);

the Completion Accounts shall include an amount for any VAT receivable arising in the DivestCo Group as a result of any transfer between a member of DivestCo Group and a member of Seller’s Group conducted prior to the Completion Accounts Effective Time, to the extent such VAT receivable has not been settled by the Completion Accounts Effective Time and is reasonably expected to be recoverable by any member of the DivestCo Group within a period of 12 months after the Completion Date;

no assets will be included in the Completion Accounts in relation to the Hünfeld Receivable which amounted to approximately US$ 7 million as at 30 June 2019 or any associated restructuring liabilities, to the extent subject to a specific indemnity or treated as DivestCo Excluded Liabilities;

prepayments shall be included, within the Completion Accounts, in respect of advance payments made before or at the Completion Accounts Effective Time in respect of goods and services only to the extent that the benefit of such goods and services or a refund are received or receivable by the DivestCo Group Companies after the Completion Accounts Effective Time;

no value shall be given to the long term security deposits or other non-current assets in Cash, Debt or Working Capital (other than as set out in this Schedule 3). A liability shall be included in Debt in respect of security deposits which have been collected in cash by the DivestCo Group in the period from the Accounts Date to the Completion Accounts Effective Time but only to the extent it has been reinstated by the Cut-Off Time;

any obligations in respect of the repayment of government support schemes in any territory as a result of COVID-19 support schemes shall be included in Debt, to the extent required to be recognised as a liability on a balance sheet in accordance with the Applicable Accounting Standards;

salon listing fees and salon loans (whether current or long term) shall be included in Working Capital;

the Completion Accounts shall not include any assets held for sale or any receivable balances in respect of the sale of fixed assets, except to the extent the cash proceeds of the sale have been received by any member of the DivestCo Group after the Completion Accounts Effective Time and before the Cut-Off Time;

the Completion Accounts shall include a full provision in Debt for the cost of long term incentive plans (or share plans or similar incentive plans or substitute allowance or alternative compensation) payable to employees after the Completion Accounts Effective Time in relation to any plans existing as at or prior to the Completion Accounts Effective Time (including employer social security tax, wage taxes and any other related Taxes thereon) to the extent that the liability is payable by any member of the DivestCo Group after the Completion Accounts Effective Time provided that no provision shall be made in the Completion Accounts to the extent that an indemnity has been provided by the Seller in respect of such amounts pursuant to the terms of the Separation Agreement;

the Completion Accounts shall include a provision in Working Capital for the proportional amount of customer rebates and discounts based on DivestCo Group management’s view (acting reasonably) of which contractual criteria for such rebates and discounts will be met;

a liability shall be included in the Completion Accounts in Debt with respect to any severance and restructuring costs, to the extent not settled prior to the Completion Accounts Effective Time and which are payable by any member of the DivestCo Group after the Completion Accounts Effective Time provided that no provision shall be made in the Completion Accounts to the extent that an indemnity has been provided by the Seller in respect of such amounts pursuant to the terms of the Separation Agreement; and

no amount shall be included in the Completion Accounts in Working Capital or Debt in respect of dilapidation provisions in respect of leased facilities.

Working Capital shall include full provision for accounts receivable (including in relation to salon financing receivables) in respect of balances owed by counterparties that were bankrupt, in liquidation or administration as at the Completion Accounts Effective Time;

for the purposes of paragraph 1.1(c)(ii) of Part 1 of this Schedule, the exercise of accounting discretion or judgement shall specifically take account of the adverse effect on recoverability of receivables (including in relation to salon financing receivables) as a result of COVID-19;

any insurance claims receivables shall be valued at zero except to the extent that (i) the matter giving rise to the claim has been remedied in full prior to the Completion Accounts Effective Time; or (ii) DivestCo Group has recognised a payable in Debt or Working Capital at the Completion Accounts Effective Time in respect of the issue to which the insurance claim receivable relates, in which case such insurance claim receivable shall be valued at the lower of the amounts receivable and the amount of the payments made or payable recognised;

the following fixed liabilities shall be included in Debt:

US$ 100 million for the Brazil value adjustment; and

US$ 1.7 million for insurance collateral;

full provision shall be made in Debt for any insurance-related liabilities payable by the DivestCo Group, excluding liabilities for the DivestCo Business claims retained within the Seller’s Group, including deductibles arising from pre-Completion Accounts Effective Time occurrences, acts, losses, or incidents in accordance with Clause 7.3(a) of this Agreement;

liabilities included in account (7440 – other long term liabilities) shall exclude those specific matters included within this line item in the Accounts (which, for the avoidance of doubt totaled US$ 5 million in the Accounts);

no amounts shall be included in Cash, Debt or Working Capital in relation to the Separation Loan Notes.

PROCESS

As soon as reasonably practicable following Completion and in any event within sixty (60) Business Days of the Completion Date, the Seller shall prepare the draft Completion Accounts in accordance with the provisions of Part 1 of this Schedule 3 (Rules for Preparation of Completion Accounts) (the “Draft Completion Accounts”) and deliver the same to the Purchaser.

Within sixty (60) Business Days of receipt from the Seller of the Draft Completion Accounts, the Purchaser shall either:

confirm to the Seller in writing its acceptance of the Draft Completion Accounts; or

notify the Seller in writing of its non-acceptance of the Draft Completion Accounts (such notice, a “Non-Acceptance Notice”), together with full written details of each matter disputed and of its proposed modifications.

If the Purchaser serves a Non-Acceptance Notice pursuant to paragraph 1.2(b), the Seller and the Purchaser shall use all reasonable endeavours to meet and discuss the objections of the Purchaser and to agree the adjustments (if any) required to be made to the Draft Completion Accounts within fifteen (15) Business Days (or such other time period as may be mutually agreed between the Purchaser and the Seller) after the Seller receives the Non-Acceptance Notice.

If the Purchaser confirms its acceptance of the Draft Completion Accounts (either as originally submitted to it or with such modifications as the Parties agree) or fails to notify the Seller of its acceptance or non-acceptance in accordance with paragraph 1.2 of this Part 3 of this Schedule 3, the Draft Completion Accounts (incorporating any modifications agreed in writing) shall constitute the Completion Accounts for the purposes of this Agreement, which shall be final and binding on the Parties in the absence of manifest error or fraud.

DISPUTES

If the Purchaser and the Seller are unable to agree the Draft Completion Accounts within fifteen (15) Business Days (or such other time period as may be mutually agreed between the Purchaser and the Seller) of the Seller’s receipt of the Purchaser’s Non-Acceptance Notice, the disputed matters remaining outstanding may be referred for determination by either Party to an independent reputable firm of accountants of international standing to be agreed by the Purchaser and the Seller in writing within five (5) Business Days or, failing such agreement, to be nominated on the application of either of them by or on behalf of, the President for the time being of the Institute of Chartered Accountants in England and Wales (the “Expert”), provided that to the extent any disputed matter relates to the determination of the applicable Pension Valuation (as such term is defined in the Separation Agreement) of any Relevant Pension, such disputed Pension Valuation shall be determined by an actuary in accordance with the terms of paragraph 2 of schedule 10 of the Separation Agreement and shall be taken into account by the Expert accordingly.

The following provisions shall apply in relation to the Expert:

within ten (10) Business Days of the Expert’s appointment, the Seller and the Purchaser shall each prepare a statement in writing on the disputed matters which (together with the relevant supporting documents) shall be submitted to the Expert and the Expert will then share these submissions with the other Party once both submissions have been received;

each of the Seller and the Purchaser shall be entitled to comment in writing once only on the other’s submission by written notice to the Expert no later than five (5) Business Days after receiving that submission, following which neither Party shall be entitled to make further statements or submissions other than in response to a request from the Expert;

in making its decision in relation to the dispute, the Expert shall be directed to apply:

in giving its determination, the Expert shall state what adjustments (if any) are necessary to the Draft Completion Accounts in relation to the disputed matters for the purposes of this Agreement, provided that any adjustment shall not exceed the higher of any adjustment proposed by the Seller or the Purchaser, or less than the lower of any adjustment proposed by the Seller or the Purchaser;

the Expert shall be requested to notify the Purchaser and the Seller of its decision within thirty (30) Business Days of its appointment pursuant to this Schedule 3 (Completion Accounts), or such longer reasonable period as it may determine;

the Expert shall act as an expert (and not as an arbitrator) in making its determination; and

the Expert’s determination shall be final and binding on the Parties in the absence of manifest error or fraud and shall be applied to the Draft Completion Accounts which, as adjusted in the manner which the Expert has determined is necessary, shall constitute the Completion Accounts for the purposes of this Agreement.

ACCESS TO INFORMATION AND COSTS

Each Party shall bear its own costs in connection with the Completion Accounts, save that the fees and costs of any Expert shall be borne as determined by the Expert or otherwise equally by the Seller and the Purchaser.

The Purchaser and the Seller shall provide each other, their respective advisers and any Expert appointed pursuant to paragraph 2.1 of this Part 3 of this Schedule 3, with reasonable access (at reasonable times) to all information relating to the operations of the Seller’s Group and the Purchaser’s Group in their respective possession or control,

in USD

5000 - Investment in Affiliates

5060 - I/Co Investment Valuation Adjustment

5100 - Property, Plant & Equipment

5200 - Intangibles

5210 - Goodwill

5300 - Long Term Deferred Tax Asset

5405 - Deferred Debt Issuance Costs - LT

5410 - Fx Derivative Asset LT - Non-Designated Hedges

5415 - ST Foreign Currency Swap Asset - INACTIVE

5416 - Fx Derivative Asset LT - Designated Hedges

5420 - Interest Rate Swap Asset - LT

5425 - Accounts Receivable Long Term Listing Fee - Manual

5430 - Pension Asset

5430 - Pension Asset relating to Relevant Pensions

5440 - Security Deposits - LT

5441 - Escrow - LT

5450 - Misc Investments

5460 - Equity Investments

5470 - Third Party Prepaid Royalties - LT

5480 - Customer Permanent Fixtures_Asset

5486 - Customer Loan Receivable - LT - (Allowance)

5487 - Customer Loan Receivable - LT (Fair Value Adjust)

5488 - Suspense Account

5489 - Customer Loan Receivable - LT

5495 - Other Assets - LT

5400 - Other Long Term Assets (subtotal)

5510 - I/Co Receivable - Interest Free

5510 - I/Co Receivable - Interest Free

in USD

5520 - I/Co Receivable - Interest Bearing

5530 - Service Charges - Receivable

5540 - I/Co Receivable - Hedging

5500 - I/Co Receivable (subtotal)

5710 - Operating Lease Right of Use Asset - Real Estate

Non current assets (subtotal)

4010 - Cash

4020 - Cash Equivalents

4030 - Cash in Transit

4000 - Cash & Cash Equivalents (subtotal)

4040 - Restricted Cash

4110 - Gross Trade Receivable

4120 - Allowance for Cash Discounts

4130 - Bad Debt Reserve

4100 - Trade Receivable (subtotal)