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WHEREAS, NCH owns certain assets set forth on To those of NCS (collectively, whether owned by NCH or by NCB, but excludingĪny Excluded Companies, the “ Related Companies”) NCB, all of which companies have businesses or assets related and complementary The companies set forth on Schedule I and identified as being owned by Wholly-owned subsidiary NCB owns the issued and outstanding shares of each of (or, where applicable, partnership interests) of each of the companies setįorth on Schedule I and identified as being owned by NCH, and NCH’s WHEREAS, NCH owns the issued and outstanding shares WHEREAS, NCS operates one of Japan’s leading Japanese corporation with its head office at 1-2, Yurakuchoġ-chome, Chiyoda-ku, Tokyo 100-0006, Japan (the “ Purchaser”Īnd, together with the Sellers, the “ Parties”). Its head office at 5-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-6520, Japan (“ NCL” and, together with NCH, NCS and NCB, the “ Sellers”), and Sumitomo Mitsui Banking Corporation, a Higashi-Shinagawa 2-chome, Shinagawa-ku, Tokyo 140-8639, Japan (“ NCB”), Nikko Citigroup Limited, a Japanese corporation with Nikko Cordial Securities Inc., a Japanese corporation with its head office atģ-1, Marunouchi 3-chome, Chiyoda-ku, Tokyo 100-8325, Japan (“ NCS”), Nikko Citi Business Services Inc., a JapaneseĬorporation with its head office at 3-14 ,

Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-6520, Japan (“ NCH”),

Nikko Citi Holdings Inc., a Japanese corporation with its head office at 5-1, This SHARE PURCHASE AGREEMENT (this “ Agreement”) is made as of 1 May 2009, by and between