MEMORANDUM OF UNDERSTANDING
Alber & Berger GmbH [---] hereinafter the „Shareholder“, and „ELDORADO“ Beteiligungen GmbH [---] agree to proceed with the acquisition of ABC-Industriebetriebe GmbH by „ELDORADO“ Beteiligungen GmbH in good faith and based on the following mutual understanding:
Subject to all approval requirements, if any, in particular, but not restricted to, merger control law, „ELDORADO“ Beteiligungen GmbH intends to enter into a contract for the acquisition of [---] % of the shares in ABC-Industriebetriebe GmbH from the Shareholder for a price of [---], after receipt of a copy of this letter duly signed by the Shareholder and subject to a satisfactory audit result under the following terms and conditions:
1.	Within [---], the Shareholder will enable „ELDORADO“ Beteiligungen GmbH an audit of ABC-Industriebetriebe GmbH, focusing on the financial, business and legal situation of ABC-Industriebetriebe GmbH, and will co-operate in answering all questions and providing all necessary information to „ELDORADO“ Beteiligungen GmbH and its counsel. For this purpose a Document Request List will be delivered to ABC-Industriebetriebe GmbH within [---] days after signing of this Memorandum of Understanding which will contain the specific disclosure requests.
2.	The financial audit shall inter alia encompass the review of all financial records of ABC-Industriebetriebe GmbH, the development of the sales volume and the costs for material for the period of [---], the valuation of stocks and inventory.
3.	A business audit shall inter alia deal with an analysis of the customer structure, the ways of distribution, the allocation of market and so forth.
4.	The legal audit shall alia deal with the legal basis of ABC-Industriebetriebe GmbH, its corporate structure and group relations, the contractual relationships of ABC-Industriebetriebe GmbH, the public law permits, legal proceedings, insurance issues, intellectual property rights and licenses, as well as all employment issues.
5.	It is mutually understood that the purchase price presently contemplated is subject to the results of the financial, business, and legal audit of ABC-Industriebetriebe GmbH, and will be [increased or] decreased by any finding in the course of such audit that can be valorised with an amount equal or exceeding € [---].
6.	The Shareholder will not enter into negotiations concerning a sale of their shares in ABC-Industriebetriebe GmbH, the assets and business of ABC-Industriebetriebe GmbH, or otherwise dispose of their control of ABC-Industriebetriebe GmbH within the period stated above for the duration of the audit and a [---] weeks’ negotiation period. In case of a violation of this duty, the Shareholder will hold „ELDORADO“ Beteiligungen GmbH liable for all audit costs, and will in addition pay a penalty amounting to € [---] that is not subject to a judicial right of diminishment.
7.	The Shareholder and „ELDORADO“ Beteiligungen GmbH will keep all matters related to their negotiations and all information exchanged in the course thereof strictly confidential and secret with regard to third persons, and will exclusively use them for the transaction contemplated herein. For any breach of confidentiality, a contractual penalty amounting to € [---] is agreed upon, regardless whether the breach of these obligations has been committed by the Shareholder, ABC-Industriebetriebe GmbH/“ELDORADO“ Beteiligungen GmbH or any of their affiliated companies.
8.	This Memorandum of Understanding is subject to the laws of Austria in its entirety. The competent commercial court in the City of [---] is agreed to be the forum for all disputes hereunder.
9.	In any case, the purchase contract of purchase will contain certain protective provisions with regard to the purchase of shares, in particular sufficient warranties and guarantees for „ELDORADO“ Beteiligungen GmbH with respect to the accuracy and completeness of the information and documents disclosed in the due diligence investigation, with regard to the disclosed balance sheets, the continuance of all relevant contracts, the intellectual property rights, and the non-existence of any environmental encumbrances of the real estate of ABC-Industriebetriebe GmbH.
10.	[---] % of the purchase price will be kept in escrow by a trustee appointed under the share purchase agreement for a period of L J in order to cover possible claims under the guarantees and warranties.
11.	The purchase will be effective as per [---]. ABC-Industriebetriebe GmbH profit of [---] will not be distributed, until the ultimate information that the purchase will not be carried out is given.
12.	Each party will bear the costs that arise from and in connection with the conclusion of this letter of intent and the contract negotiations as well as all costs arising from mandates to auditors or attorneys.
13.	This Memorandum of Understanding
●	is subject to the law of Austria.
●	shall with the exception of clauses [---] not constitute a binding obligation for any of the parties.
14.	Modifications and amendments to this Memorandum of Understanding require written form.
15.	In the following days, Mr./Ms. [---] of „ELDORADO“ Beteiligungen GmbH will contact Mr./Ms. [---] of ABC-Industriebetriebe GmbH to confirm the time and place of the next round of negotiations. We are looking forward to further co-operating with you and are certain, that the negotiations will proceed smoothly and will be concluded in mutual success and satisfaction.
[Place, Date, Signature]