10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________________________________________________ 

FORM 10-Q

______________________________________________________  

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2018

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-21964

______________________________________________________ 

SHILOH INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

______________________________________________________ 

Delaware	51-0347683
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

880 Steel Drive, Valley City, Ohio 44280

(Address of principal executive offices—zip code)

(330) 558-2600

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

______________________________________________________ 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YesxNo¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesxNo¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨ Accelerated filer x Non-accelerated filer ¨ Smaller Reporting Company ¨ Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected no to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨Nox

Number of shares of Common Stock outstanding as of March 6, 2018 was 23,344,161.

INDEX

			Page
PART I. FINANCIAL INFORMATION
	Item 1. Condensed Consolidated Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Operations	4
		Condensed Consolidated Statements of Comprehensive Income (Loss)	5
		Condensed Consolidated Statements of Cash Flows	6
		Notes to Condensed Consolidated Financial Statements	7
	Forward-Looking Statements		23
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
	Item 3. Qualitative and Quantitative Disclosures About Market Risk		30
	Item 4. Controls and Procedures		31
PART II. OTHER INFORMATION
	Item 1. Legal Proceedings		32
	Item 1A. Risk Factors		32
	Item 6. Exhibits		33

2

PART I— FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

SHILOH INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands)

	January 31, 2018			October 31, 2017
	(Unaudited)
ASSETS
Cash and cash equivalents	$	11,066		$	8,736
Investments in marketable securities	49			194
Accounts receivable, net	162,849			188,664
Related-party accounts receivable	1,049			759
Prepaid income taxes	509			338
Inventories, net	64,730			61,812
Prepaid expenses and other assets	41,306			34,018
Total current assets	281,558			294,521
Property, plant and equipment, net	274,047			266,891
Goodwill	28,337			27,859
Intangible assets, net	14,465			15,025
Deferred income taxes	6,509			6,338
Other assets	8,043			7,949
Total assets	$	612,959		$	618,583
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current debt	$	1,630		$	2,027
Accounts payable	159,246			166,059
Other accrued expenses	37,659			46,171
Accrued income taxes	379			1,628
Total current liabilities	198,914			215,885
Long-term debt	182,416			181,065
Long-term benefit liabilities	21,208			21,106
Deferred income taxes	6,129			9,166
Interest rate swap agreement	943			2,088
Other liabilities	952			952
Total liabilities	410,562			430,262
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $.01 per share; 5,000,000 shares authorized; no shares issued and outstanding at January 31, 2018 and October 31, 2017, respectively	—			—
Common stock, par value $.01 per share; 50,000,000 shares authorized; 23,347,545 and 23,121,957 shares issued and outstanding at January 31, 2018 and October 31, 2017, respectively	233			231
Paid-in capital	112,865			112,351
Retained earnings	122,834			117,976
Accumulated other comprehensive loss, net	(33,535		)	(42,237		)
Total stockholders’ equity	202,397			188,321
Total liabilities and stockholders’ equity	$	612,959		$	618,583

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

SHILOH INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data)

(Unaudited)

	Three Months Ended January 31,
	2018			2017
Net revenues	$	247,666		$	247,938
Cost of sales	219,776			223,834
Gross profit	27,890			24,104
Selling, general & administrative expenses	21,240			20,170
Amortization of intangible assets	565			565
Asset impairment, net	—			41
Restructuring	1,514			—
Operating income	4,571			3,328
Interest expense	2,340			4,812
Interest income	(5		)	(2		)
Other expense, net	436			612
Income (loss) before income taxes	1,800			(2,094		)
Benefit for income taxes	(3,058		)	(76		)
Net income (loss)	$	4,858		$	(2,018	)
Income (loss) per share:
Basic earnings (loss) per share	$	0.21		$	(0.11	)
Basic weighted average number of common shares	23,107			17,720
Diluted earnings (loss) per share	$	0.21		$	(0.11	)
Diluted weighted average number of common shares	23,287			17,720

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

SHILOH INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollar amounts in thousands)

(Unaudited)

				Three Months Ended January 31,
				2018			2017
Net income (loss)				$	4,858		$	(2,018	)
Other comprehensive income (loss)
	Defined benefit pension plans & other postretirement benefits
			Amortization of net actuarial loss	328			377
			Income tax provision	(107		)	(140		)
		Total defined benefit pension plans & other post retirement benefits, net of tax		221			237
	Marketable securities
			Unrealized gain (loss) on marketable securities	(144		)	176
			Income tax benefit (provision)	37			(62		)
		Total marketable securities, net of tax		(107		)	114
	Derivatives and hedging
			Unrealized gain on interest rate swap agreements	866			1,446
			Income tax provision	(341		)	(745		)
			Reclassification adjustments for settlement of derivatives included in net income (loss)	280			418
		Change in fair value of derivative instruments, net of tax		805			1,119
	Foreign currency translation adjustments
			Foreign currency translation gain (loss)	7,783			(558		)
		Unrealized gain (loss) on foreign currency translation		7,783			(558		)
Comprehensive income (loss), net				$	13,560		$	(1,106	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

SHILOH INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in thousands)

(Unaudited)

	Three Months Ended January 31,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	4,858		$	(2,018	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	10,117			9,718
Asset impairment, net	—			41
Amortization of deferred financing costs	309			832
Deferred income taxes	(3,551		)	(1,285		)
Stock-based compensation expense	516			397
(Gain) loss on sale of assets	(12		)	37
Changes in operating assets and liabilities:
Accounts receivable	32,313			15,448
Inventories	(671		)	(1,502		)
Prepaids and other assets	(6,044		)	2,008
Payables and other liabilities	(23,245		)	4,112
Accrued income taxes	(2,950		)	(1,164		)
Net cash provided by operating activities	11,640			26,624
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(9,885		)	(9,077		)
Proceeds from sale of assets	—			4
Net cash used in investing activities	(9,885		)	(9,073		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of capital leases	(223		)	(208		)
Proceeds from long-term borrowings	46,900			33,200
Repayments of long-term borrowings	(45,370		)	(53,327		)
Payment of deferred financing costs	(57		)	(221		)
Net cash provided by (used in) financing activities	1,250			(20,556		)
Effect of foreign currency exchange rate fluctuations on cash	(675		)	329
Net increase (decrease) in cash and cash equivalents	2,330			(2,676		)
Cash and cash equivalents at beginning of period	8,736			8,696
Cash and cash equivalents at end of period	$	11,066		$	6,020
Supplemental Cash Flow Information:
Cash paid for interest	$	2,260		$	3,954
Cash paid for income taxes	$	1,593		$	924
Non-cash Activities:
Capital equipment included in accounts payable	$	3,398		$	2,251

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts and number of shares in thousands except per share data)

Note 1—Basis of Presentation

The condensed consolidated financial statements have been prepared by Shiloh Industries, Inc. and its subsidiaries (collectively referred to as the "Company," "Shiloh Industries," "us," "our" or "we"), without audit, and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). The information furnished in the condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of such financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been condensed or omitted pursuant to the rules and regulations of the SEC. Although we believe that the disclosures are adequate to make the information presented not misleading, these condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2017.

Revenues and operating results for the three months ended January 31, 2018 are not necessarily indicative of the results to be expected for the full year.

Prior Year Reclassification

In the first quarter of fiscal 2018, we early adoptedthe provisions of Accounting Standards Update ("ASU") 2017-07 "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost". The reclassification of certain prior year amounts as a result of early adopting ASU 2017-07 is detailed in Note 2 - Recent Accounting Standards.

Note 2—Recent Accounting Standards

Recently Issued Accounting Standards:

Standard	Description	Effective Date	Effect on our financial statements and other significant matters
ASU 2018-02 Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income	This amendment allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The amendments eliminate the stranded tax effects resulting from the Tax Cuts and Job Act and will improve the usefulness of information reported to financial statement users.	November 1, 2019 with early adoption permitted.	We do not expect the adoption of these provisions to have a significant impact on the Company's condensed consolidated financial statements or financial statement disclosures.
ASU 2017-09 Compensation - Stock Compensation (Topic 718)	This amendment clarifies when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the fair value, vesting condition or the classification of the award is not the same immediately before and after a change to the terms and conditions of the award. The amendment should be adopted on a prospective basis.	November 1, 2018 with early adoption permitted.	We do not expect the adoption of these provisions to have a significant impact on the Company's condensed consolidated financial statements as it is not our practice to change either the terms or conditions of share-based payment awards once they are granted.

7

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

ASU 2014-09 Revenue from Contracts with Customers The amendments require companies to recognize revenue when there is a transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. The amendments should be applied on either a full or modified retrospective basis, which clarifies existing accounting literature relating to how and when a company recognizes revenue. The FASB, through the issuance of ASU No. 2015-14, "Revenue from Contracts with Customers," approved a one year delay of the effective date and permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. During fiscal 2016, the FASB issued ASUs 2016-10, 2016-11 and 2016-12. Finally, ASU 2016-20 makes minor corrections or minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. November 1, 2018. We are planning a bottom up approach to analyze the standard's impact on our revenues by looking at historical policies and practices and identifying the differences from applying the new standard to our revenue stream. While we have not yet identified any material changes in the timing of revenue recognition, our evaluation is ongoing and not complete. We have established a cross-functional coordinated team to implement the guidance related to the recognition of revenue from contracts with customers. We are in the process of assessing our customer contracts, identifying contractual provisions that may result in a change in the timing or the amount of revenue recognized in comparison with current guidance, as well as assessing the enhanced disclosure requirements of the new guidance. In addition, we have selected the modified retrospective approach but have not yet selected a transition date nor have we determined the effect of the standard to our condensed consolidated financial statements.

8

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

ASU 2016-02 Leases	This amendment requires lessees to recognize a lease liability and a right-of-use asset on the balance sheet and aligns many of the underlying principles of the new lessor model with those in Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. The standard requires a modified retrospective transition for capital and operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements, but it does not require transition accounting for leases that expire prior to the date of initial adoption. In January 2018, the FASB issued an amendment to ASC Topic 842 which permits companies to elect an optional transition practical expedient to not evaluate existing land easements under the new standard if the land easements were not previously accounted for under existing lease guidance. In November 2017, the FASB voted to amend ASC Topic 842 to allow companies to elect not to restate their comparative periods in the period of adoption when transitioning to the standard. The amendment is expected to be finalized in the first quarter of 2018.	November 1, 2019 with early adoption permitted.	We are in the process of evaluating the impact of adoption of this standard on our financial statements and disclosures. We are in the beginning stages of developing a project plan with key stakeholders throughout the organization and gathering and analyzing detailed information on existing lease arrangements. This includes evaluating the available practical expedients, calculating the lease asset and liability balances associated with individual contractual arrangements and assessing the disclosure requirements. In addition, we continue to monitor FASB amendments to ASC Topic 842.
ASU 2016-01 Recognition and Measurement of Financial Assets and Financial Liabilities	This amendment addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. Most prominent among the amendments is the requirement for changes in the fair value of the Company's equity investments, with certain exceptions, to be recognized through net income rather than other comprehensive income ("OCI"). The amendments should be applied by means of a cumulative-effect adjustment to the balance sheet in year of adoption.	November 1, 2018 with early adoption permitted.	We do not expect the adoption of these provisions to have a significant impact on the Company's condensed consolidated statement of financial position or financial statement disclosures.

9

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Recently Adopted Accounting Standards:

Standard	Description	Adoption Date	Effect on our financial statements and other significant matters
ASU 2017-07 Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost	This amendment requires the presentation of the service cost component of net benefit cost to be in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. All other components of net benefit cost should be presented separately from the service cost component and outside of a subtotal of earnings from operations, or separately disclosed. The amendments should be adopted on a retrospective basis.	November 1, 2017.	Prior to the adoption of ASU 2017-07, pension costs were reported as cost of sales and selling, general and administrative expenses on the Company's condensed consolidated statements of income. As a result of the early adoption of ASU 2017-07, we reclassified $322 from cost of sales and selling, general and administrative expenses to other expense, net on the condensed consolidated statements of operations for the three months ended January 31, 2017.
ASU 2015-11 Inventory	This amendment simplifies the measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. The amendment should be applied on a prospective basis.	November 1, 2017.	The adoption of these provisions did not have a significant impact on the Company's condensed consolidated statement of financial position or financial statement disclosures.

Note 3—Accounts Receivable

Accounts receivable are expected to be collected within one year and are net of an allowance for doubtful accounts in the amount of $639 and $1,271 at January 31, 2018 and October 31, 2017, respectively. We recognized a benefit of $120 and $13 from recoveries of receivables previously expensed during the three months ended January 31, 2018 and 2017, respectively, in the condensed consolidated statements of operations.

We continually monitor our exposure with our customers and additional consideration is given to individual accounts in light of the market conditions in the automotive, commercial vehicle and industrial markets.

As a part of our working capital management, the Company entered into a factoring agreement with a third party financial institution ("institution") for the sale of certain accounts receivable with recourse. The activity under this agreement is accounted for as a sale of accounts receivable under ASC Topic 860 "Transfers and Servicing." This agreement relates exclusively to the accounts receivable of certain Swedish customers. The amount sold varies each month based on the amount of underlying receivables and cash flow requirements of the Company. In addition, the agreement addresses events and conditions which may obligate us to immediately repay the institution the purchase price of the receivables sold.

The total amount of accounts receivable factored was $8,714 and $7,567 as of January 31, 2018 and October 31, 2017, respectively. As these sales of accounts receivable are with recourse, $9,223 and $8,072 was recorded in accounts payable as of January 31, 2018 and October 31, 2017, respectively. The cost of selling these receivables is dependent upon the number of days between the sale date of the receivables and the date the client’s invoice is due and the interest rate. The expense associated with the sale of these receivables is recorded as a component of selling, general and administrative expense in the accompanying condensed consolidated statements of operations.

10

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Note 4—Related Party Receivables

We had sales to MTD Products Inc. and its affiliates of $1,042 and $1,598 for the three months ended January 31,2018 and 2017, respectively. At January 31, 2018 and October 31, 2017, we had related party receivable balances of $1,049 and $759, respectively, due from MTD Products Inc. and its affiliates.

Note 5—Inventories

Inventories consist of the following:

	January 31, 2018		October 31, 2017
Raw materials	$	25,467	$	23,389
Work-in-process	18,693		18,653
Finished goods	20,570		19,770
Total inventory	$	64,730	$	61,812

Total cost of inventory is net of reserves to reduce certain inventory from cost to net realizable value by an allowance for excess and obsolete inventories based on management’s review of on-hand inventories compared to historical and estimated future sales and usage. Such reserves aggregated $5,397 and $5,535 at January 31, 2018 and October 31, 2017, respectively.

Note 6—Prepaid Expenses and Other Assets

Prepaid expenses and other assets consist of the following:

		January 31, 2018		October 31, 2017
Tooling (1)		$	19,732	$	13,629
Prepaid expenses and other assets		15,274		14,089
Assets held for sale (2)		6,300		6,300
	Total	$	41,306	$	34,018

(1) Development of molds, dies and tools (collectively, "tooling") related to new program awards that go into production over the next twelve months and are reimbursable by the customer upon successful delivery and approval of an engineered part.

(2) During the fourth quarter of fiscal 2016, we determined that a need no longer existed for certain equipment and is currently recorded as a current asset held for sale. We are actively working with the supplier to identify a buyer.

Note 7—Property, Plant and Equipment

Property, plant and equipment consist of the following:        

	January 31, 2018		October 31, 2017
Land and improvements	$	11,374	$	11,416
Buildings and improvements	120,395		124,406
Machinery and equipment	508,785		504,785
Furniture and fixtures	23,383		22,209
Construction in progress	46,794		40,356
Total, at cost	710,731		703,172
Less: Accumulated depreciation	436,684		436,281
Property, plant and equipment, net	$	274,047	$	266,891

Depreciation expense was $9,552 and $9,153 for the three months ended January 31,2018 and 2017, respectively.

11

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Capital Leases:

	January 31, 2018		October 31, 2017
Leased Property:
Machinery and equipment	$	7,394	$	7,099
Less: Accumulated depreciation	2,586		2,420
Leased property, net	$	4,808	$	4,679

Total obligations under capital leases and future minimum rental payments to be made under capital leases at January 31, 2018 are as follows:

Twelve Months Ended January 31,
2019	$	906
2020	541
2021	2,275
	3,722
Plus amount representing interest ranging from 3.05% to 3.77%	358
Future minimum rental payments	$	4,080

Note 8—Goodwill and Intangible Assets

Goodwill:

The changes in the carrying amount of goodwill for the three months ended January 31, 2018 are as follows:

Balance October 31, 2017		$	27,859
	Foreign currency translation	478
Balance January 31, 2018		$	28,337

Intangible Assets

The changes in the carrying amount of finite-lived intangible assets for the three months ended January 31, 2018 are as follows:

		Customer Relationships			Developed Technology			Non-Compete			Trade Name			Trademark			Total
Balance October 31, 2017		$	11,648		$	1,997		$	31		$	1,254		$	95		$	15,025
	Amortization expense	(333		)	(193		)	(4		)	(31		)	(4		)	(565		)
	Foreign currency translation	5			—			—			—			—			5
Balance January 31, 2018		$	11,320		$	1,804		$	27		$	1,223		$	91		$	14,465

12

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Intangible assets are amortized on the straight-line method over their legal or estimated useful lives. The following summarizes the gross carrying value and accumulated amortization for each major class of intangible assets:

	Weighted Average Useful Life (years)	Gross Carrying Value Net of Foreign Currency		Accumulated Amortization			Net
Customer relationships	13.2	17,574		$	(6,254	)	$	11,320
Developed technology	7.3	5,007		(3,203		)	1,804
Non-compete	2.3	824		(797		)	27
Trade Name	14.8	1,875		(652		)	1,223
Trademark	10.0	166		(75		)	91
		$	25,446	$	(10,981	)	$	14,465

Total amortization expense was $565 for both the three months ended January 31,2018 and 2017. Amortization expense related to intangible assets for the fiscal years ending is estimated to be as follows:        

Twelve Months Ended January 31,
2019	$	1,987
2020	1,713
2021	1,702
2022	1,702
2023	1,702
Thereafter	5,659
	$	14,465

Note 9—Financing Arrangements

Debt consists of the following:    

	January 31, 2018		October 31, 2017
Credit Agreement—interest rate of 3.97% at January 31, 2018 and 3.88% at October 31, 2017	$	179,600	$	178,200
Equipment security note	351		482
Capital lease obligations	3,722		3,760
Insurance broker financing agreement	373		650
Total debt	184,046		183,092
Less: Current debt	1,630		2,027
Total long-term debt	$	182,416	$	181,065

At January 31, 2018, we had total debt, excluding capital leases, of $180,324, consisting of a revolving line of credit under the Credit Agreement (as defined below) of floating rate debt of $179,600 and of fixed rate debt of $724. The weighted average interest rate of all debt was 3.88% and 5.09% for the three months ended January 31, 2018 and January 31, 2017, respectively.

Revolving Credit Facility:

The Company and its subsidiaries are party to a Credit Agreement, dated October 25, 2013, as amended (the "Credit Agreement") with Bank of America, N.A., as Administrative Agent, Swing Line Lender, Dutch Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A. as Syndication Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities, LLC as Joint Lead Arrangers and Joint Book Managers, CIBC Bank USA, Compass Bank and The Huntington National Bank,

13

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

N.A., as Co-Documentation Agents, and the other lender parties thereto.

On October 31, 2017, we executed the Eighth Amendment ("Eighth Amendment") to the Credit Agreement which among other things: provides for an aggregate availability of $350,000, $275,000 of which is available to the Company through the Tranche A Facility and $75,000 of which is available to the Dutch borrower through the Tranche B Facility, and eliminates the scheduled reductions in such availability; increases the aggregate amount of incremental commitment increases allowed under the Credit Agreement to up to $150,000 subject to our pro forma compliance with financial covenants, the Administrative Agent’s approval and the Company obtaining commitments for any such increase. The Eighth Amendment extended the commitment period to October 31, 2022.

On July 31, 2017, we executed the Seventh Amendment which modifies investments in subsidiaries and various cumulative financial covenant thresholds, in each case, under the Credit Agreement. The Amendment also enhances our ability to take advantage of customer supply chain finance programs.

On October 28, 2016, we executed the Sixth Amendment which increases the permitted consolidated leverage ratio for periods beginning after July 31, 2016; increases the permitted consolidated fixed charge coverage ratio for periods beginning after April 30, 2017; modifies various baskets related to sale of accounts receivable, disposition of assets, sale-leaseback transactions, and makes other ministerial updates.

On October 30, 2015, we executed a Fifth Amendment that increased the permitted leverage ratio with periodic reductions beginning after July 30, 2016. In addition, the Fifth Amendment permitted various investments as well as up to $40,000 aggregate outstanding principal amount of subordinated indebtedness, subject to certain conditions. Finally, the Fifth Amendment provided for a consolidated fixed charge coverage ratio and provided for up to $50,000 of capital expenditures by the Company and its subsidiaries throughout the year ending October 31, 2016, subject to certain quarterly baskets.

On April 29, 2015, we executed a Fourth Amendment that maintained the commitment period to September 29, 2019 and allowed for an incremental increase of $25,000 (or if certain ratios are met, $100,000) in the original revolving commitment of $360,000, subject to the Company's pro forma compliance with financial covenants, the administrative agent's approval and the Company obtaining commitments for such increase.

The Fourth Amendment included scheduled commitment reductions beginning after January 30, 2016 totaling $30,000, allocated proportionately between the Aggregate Revolving A and B commitments. On April 30, 2016, the first committed reduction of $5,000 decreased the existing revolving commitment to $355,000, subject to pro forma compliance with financial covenants.

Borrowings under the Credit Agreement bear interest, at our option, at LIBOR or the base (or "prime") rate established from time to time by the administrative agent, in each case plus an applicable margin. The Fifth Amendment provided for an interest rate margin on LIBOR loans of 1.50% to 3.00% and of 0.50% to 2.00% on base rate loans depending on the Company's leverage ratio.

The Credit Agreement contains customary restrictive and financial covenants, including covenants regarding our outstanding indebtedness and maximum leverage and interest coverage ratios. The Credit Agreement also contains standard provisions relating to conditions of borrowing. In addition, the Credit Agreement contains customary events of default, including the non-payment of obligations by the Company and the bankruptcy of the Company. If an event of default occurs, all amounts outstanding under the Credit Agreement may be accelerated and become immediately due and payable. We were in compliance with the financial covenants under the Credit Agreement as of January 31, 2018 and October 31, 2017.

After considering letters of credit of $6,215 that we have issued, unused commitments under the Credit Agreement were $164,185 at January 31, 2018.

Borrowings under the Credit Agreement are collateralized by a first priority security interest in substantially all of the tangible and intangible property of the Company and our domestic subsidiaries and 65% of the stock of our foreign subsidiaries.

Other Debt:

14

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

On August 1, 2017, we entered into a finance agreement with an insurance broker for various insurance policies that bears interest at a fixed rate of 2.05% and requires monthly payments of $94 through May 2018. As of January 31, 2018, $373 of principal remained outstanding under this agreement and was classified as current debt in our condensed consolidated balance sheets.

On September 2, 2013, we entered into an equipment security note that bears interest at a fixed rate of 2.47% and requires monthly payments of $44 through September 2018. As of January 31, 2018, $351 remained outstanding under this agreement and was classified as current debt in our condensed consolidated balance sheets.

We maintain capital leases for equipment used in our manufacturing facilities with lease terms expiring between 2018 and 2021. As of January 31, 2018, the present value of minimum lease payments under our capital leases amounted to $3,722.

Derivatives:

On February 25, 2014, we entered into an interest rate swap with an aggregate notional amount of $75,000 designated as a cash flow hedge to manage interest rate exposure on the our floating rate LIBOR based debt under the Credit Agreement.  The interest rate swap is an agreement to exchange payment streams based on the notional principal amount. This agreement fixes our future interest rate at 2.74% plus the applicable margin as provided in the Fifth Amendment discussed above, on an amount of our debt principal equal to the then-outstanding swap notional amount. The forward interest rate swap commenced on March 1, 2015 with an initial $25,000 base notional amount. The second notional amount of $25,000 commenced on September 1, 2015 and the final notional amount of $25,000 commenced on March 1, 2016.  The base notional amount plus each incremental addition to the base notional amount has a five year maturity of February 29, 2020, August 31, 2020 and February 28, 2021, respectively. On the date the interest swap was entered into, we designated the interest rate swap as a hedge of the variability of cash flows to be paid relative to our variable rate monies borrowed. Any ineffectiveness in the hedging relationship is recognized immediately into earnings. We determined the mark-to-market adjustment for the interest rate swap to be a gain of $805 and $1,119, net of tax, for the three months ended January 31,2018 and 2017, respectively, which is reflected in other comprehensive income (loss). The base notional amounts of $25,000 each or $75,000 total that commenced during 2015 and fiscal 2016 resulted in realized losses of $280 and $418 of interest expense related to the interest rate swap settlements for the three months ended January 31,2018 and 2017, respectively.

Scheduled repayments of debt for the next five years are listed below:

Twelve Months Ending January 31,	Credit Agreement		Equipment Security Note		Capital Lease Obligations		Other Debt		Total
2019	$	—	$	351	$	906	$	373	$	1,630
2020	—		—		541		—		541
2021	—		—		2,275		—		2,275
2022	—		—		—		—		—
2023	179,600		—		—		—		179,600
Total	$	179,600	$	351	$	3,722	$	373	$	184,046

15

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Note 10—Pension and Other Post-Retirement Benefit Matters

U.S. Plans

The components of net periodic benefit cost for the three months ended January 31, 2018 and 2017 are as follows:    

	Pension Benefits						Other Post-Retirement Benefits
	Three Months Ended January 31,						Three Months Ended January 31,
	2018			2017			2018		2017
Interest cost	$	792		$	821		$	3	$	3
Expected return on plan assets	(840		)	(864		)	—		—
Amortization of net actuarial loss	328			377			2		3
Net periodic cost	$	280		$	334		$	5	$	6

We were not required to and therefore did not contribute to our U.S. pension plans during the three months ended January 31,2018 and 2017. We expect to contribute at least $450 to our U.S. pension plans in fiscal 2018.

Non-U.S. Plans

For our Swedish operations, the majority of the pension obligations are covered by insurance policies with insurance companies. For our Polish operations, at January 31, 2018 and October 31, 2017, we had a pension obligation liability of $1,325 and $1,008, respectively, based on actuarial reports. The Polish operations recognized $57 and $38 of expense for the three months ended January 31,2018 and 2017, respectively.

Early Adoption of ASU 2017-07 - Impact

In accordance with the Company's early adoption of ASU 2017-07, we report the service cost component of the net periodic pension and post-retirement costs in the same line item in the statement of operations as other compensation costs arising from services rendered by the employees during the period for both our U.S. and Non-U.S. Plans. The other components of net periodic pension and post-retirement costs are presented in the statement of operations separately from the service cost component

and outside a subtotal of operating income. Therefore, $57 and $56 of service costs are included in cost of sales and $285 and $322 of net periodic pension and other post-retirement costs are included in other expense, net in the condensed consolidated statements of operations for the three months ended January 31, 2018 and 2017, respectively. Prior year amounts have been reclassified to conform to the current year presentation in our condensed consolidated financial statements.

16

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Note 11—Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss in stockholders' equity by component for the three months ended January 31,2018 is as follows:

		Pension and Post Retirement Plan Liability			Marketable Securities Adjustment			Interest Rate Swap Adjustment (1)			Foreign Currency Translation Adjustment			Accumulated Other Comprehensive Loss
Balance at October 31, 2017		$	(27,847	)	$	(2	)	$	(1,319	)	$	(13,069	)	$	(42,237	)
	Other comprehensive income (loss)	—			(107		)	525			7,783			8,201
	Amounts reclassified from accumulated other comprehensive loss, net of tax	221			—			280			—			501
	Net current-period other comprehensive income (loss)	221			(107		)	805			7,783			8,702
Balance at January 31, 2018		$	(27,626	)	$	(109	)	$	(514	)	$	(5,286	)	$	(33,535	)

(1) Amounts reclassified from accumulated other comprehensive income loss, net of tax are classified with interest expense included on the condensed consolidated statements of operations.     

Note 12—Stock Incentive Compensation

Stock Incentive Compensation falls under the scope of ASC Topic 718 "Compensation – Stock Compensation" and affects the stock awards that have been granted and requires us to expense share-based payment ("SBP") awards with compensation cost for SBP transactions measured at fair value. For restricted stock and restricted stock units, we are computing fair value based on a twenty day Exponential Moving Average ("EMA") as of the close of business the Friday preceding the award date. For stock options, we have elected to use the simplified method of calculating the expected term and historical volatility to compute fair value under the Black-Scholes option-pricing model. The risk-free rate for periods within the contractual life of the option is based on the U.S. zero coupon Treasury yield in effect at the time of grant. Forfeitures have been estimated based upon our historical experience.

2016 Equity and Incentive Compensation Plan

Long-Term / Annual Incentives

On March 9, 2016, stockholders approved and adopted the 2016 Equity and Incentive Compensation Plan ("2016 Plan") which replaced the Amended and Restated 1993 Key Employee Stock Incentive Program. The 2016 Plan authorizes the Compensation Committee of the Board of Directors of the Company to grant to officers and other key employees, including directors, of the Company and our subsidiaries (i) option rights, (ii) appreciation rights, (iii) restricted shares, (iv) restricted stock units, (v) cash incentive awards, performance shares and performance units and (vi) other awards. An aggregate of 1,500 shares of Common Stock, subject to adjustment upon occurrence of certain events to prevent dilution or expansion of the rights of participants that might otherwise result from the occurrence of such events, was reserved for issuance pursuant to the Incentive Plan. An individual’s award of option and / or appreciation rights is limited to 500 shares during any calendar year. Also, an individual's award of restricted shares, restricted share units and performance based awards is limited to 350 shares during any calendar year.

17

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The following table summarizes the Company’s Incentive Plan activity for the three months ended January 31, 2018 and 2017:    

	Stock Options				Restricted Stock				Restricted Stock Units
Outstanding at:	Options		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life	Restricted Shares		20 Day EMA	Weighted Average Remaining Contractual Life	Restricted Share Units		20 Day EMA	Weighted Average Remaining Contractual Life
November 1, 2016	90		$9.67	3.04	376		$6.40	1.83	22		$4.17	1.78
Granted	—		—		213		7.07		21		7.06
Options exercised or restricted stock vested	—		—		(21	)	15.28		—		—
Forfeited or expired	(8	)	10.46		(2	)	13.22		—		—
January 31, 2017	82		$9.60	2.80	567		$11.19	2.08	43		$5.48	2.49
November 1, 2017	58		$8.16	2.53	441		$7.07	1.60	36		$7.69	1.82
Granted	—		—		220		8.20		12		8.20
Options exercised or restricted stock vested	—		—		(88	)	8.48		(7	)	7.06
Forfeited or expired	—		—		(1	)	7.06		—		—
January 31, 2018	58		$8.16	2.27	572		$7.29	2.22	41		$7.94	1.89

We recorded stock compensation expense related to stock options, restricted stock and restricted stock units during the three months ended January 31,2018 and 2017 as follows:

	Three Months Ended January 31,
	2018		2017
Restricted stock	$	480	$	375
Restricted stock units	36		22
Total	$	516	$	397

Stock Options - The exercise price of each stock option equals the market price of our common stock on the grant date. Compensation expense is recorded at the grant date fair value, adjusted for forfeitures as they occur, and is recognized over the applicable vesting periods. Our stock options generally vest over three years, with a maximum term of ten years. Incentive stock options were not granted during the three months ended January 31,2018 and 2017.

Stock options were not exercised during the three months ended January 31,2018. Options that have an exercise price greater than the market price are excluded from the intrinsic value computation. At both January 31, 2018 and October 31, 2017, the exercise price of some of our stock option grants were higher than the market value of our stock. At January 31, 2018 and October 31, 2017, the options outstanding and exercisable had an intrinsic value of $82 and $137, respectively.

Restricted Stock Awards - The grant date fair value of each restricted stock award equals the fair value of our common stock based on a 20 day EMA as of the close of business on the Friday preceding the award date. Compensation expense is recorded at the grant date fair value, adjusted for forfeitures as they occur, and is recognized over the applicable vesting periods. The vesting periods range between one to four years. As of January 31, 2018, there was approximately $3,301 of total unrecognized compensation expense related to non-vested restricted stock that is expected to be recognized over the next three fiscal years.

Restricted Stock Units - The grant date fair value of each restricted stock unit equals the fair value of our common stock based on a 20 day EMA as of the close of business on the Friday preceding the award date. Compensation expense is recorded at the grant date fair value, adjusted for forfeitures as they occur, and is recognized over the applicable vesting periods. The vesting

18

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

periods range between one to three years. As of January 31, 2018, there was approximately $239 of total unrecognized compensation expense related to these restricted stock units that is expected to be recognized over the next three fiscal years.

Cash Incentive Award Agreements - Under the provisions of the 2016 Plan, Cash Incentive Awards are granted annually to executives and director level employees. These awards were designed to provide the individuals with an incentive to participate in the long-term success and growth of the Company. The Cash Incentive Award amounts are based on 3-year return on capital employed and 3-year adjusted earnings before interest, taxes, depreciation and amortization goals, which could range from 0% to 200% based on the achievement of performance goals. The Cash Incentive Award Agreements cliff-vest after three years if the performance goals are achieved. These awards may be subject to payment upon a change in control or termination of employment, under certain circumstances, if certain performance goals are achieved. In addition, these awards represent unfunded, unsecured obligations of the Company.

During the three months ended January 31,2018 and 2017, respectively, we recorded expense related to these awards of $199 and $72, respectively. At January 31, 2018 and October 31, 2017, we had a liability of $735 and $536, respectively, related to these awards and is presented as other non-current liabilities in the condensed consolidated balance sheets.

Note 13—Other Fair Value of Financial Instruments

The methods that we use may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we believe our valuation methods are appropriate and consistent with other market participants, the use ofdifferent methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Assets and liabilities remeasured and disclosed at fair value on a recurring basis at January 31, 2018 and October 31, 2017 are set forth in the table below:

	Asset (Liability)			Level 1		Level 2			Valuation Technique
October 31, 2017:
Interest Rate Swap Contracts	$	(2,088	)	$	—	$	(2,088	)	Income Approach
Marketable Securities	194			194		—			Market Approach
January 31, 2018:
Interest Rate Swap Contracts	(943		)	—		(943		)	Income Approach
Marketable Securities	$	49		$	49	$	—		Market Approach

We calculate the fair value of our interest rate swap contracts, using quoted interest rate curves, to calculate forward values, and then discounts the forward values.

The discount rates for all derivative contracts are based on quoted swap interest rates or bank deposit rates. For contracts which, when aggregated by counterparty, are in a liability position, the rates are adjusted by the credit spread that market participants would apply if buying these contracts from our counterparties.

We calculate the fair value of our marketable securities by using the closing stock price on the last business day of the quarter.

Note 14—Asset Impairment

During the first quarter of fiscal 2017, we recorded asset impairment charge of $41 related to idled equipment. There were no asset impairment charges during the first quarter of fiscal 2018.

19

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Note 15—Restructuring Charges

During the fourth quarter of fiscal 2017, management decided to initiate restructuring activities such as consolidating manufacturing facilities, making geographical shifts to place production closer to customer facilities, and optimizing our product plan. Management believes these strategic moves will result in a more efficient and focused footprint allowing the Company to operate with lower fixed costs. During the three months ended January 31, 2018, we incurred $1,514 related to employee, professional, legal and other costs. We have incurred to date restructuring expenses of $6,291. We expect to incur approximately an additional $10,700 over the next eighteen to twenty-four months. The benefits from this initiative are expected to provide savings with less than a three-year payback. Any future restructuring actions will depend upon market conditions, customer actions and other factors.

The following table presents information about restructuring costs recorded for the three months ended January 31, 2018:

	January 31, 2018
Professional and legal costs	$	831
Employee costs	611
Other	72
	$	1,514

The following table presents a rollforward of the beginning and ending liability balances related to the restructuring costs which are included in the condensed consolidated balance sheets in other accrued expenses for the above-mentioned actions through January 31, 2018:

	Balance as of October 31, 2017		Restructuring Expense		Payments		Balance as of January 31, 2018
Employee costs	65		611		265		411
Legal and professional costs	270		831		900		201
	$	335	$	1,442	$	1,165	$	612

Note 16—Income Taxes

The provision for income taxes for the three months ended January 31, 2018 was a benefit of $3,058 on a pretax income of $1,800 for an effective tax rate of (169.9)%. The provision for income taxes for the three months ended January 31, 2017 was a benefit of $76 on a pretax loss of $2,094 for an effective tax rate of 3.6%.

The effective tax rate for the three months ended January 31,2018 and 2017 varies from the statutory rate primarily due to the effect of the Tax Cuts and Jobs Act (the "TCJA") and foreign currency losses without a tax benefit, respectively.

On December 22, 2017, the TCJA was enacted into law, which changed various U.S. corporate income tax provisions within the existing Internal Revenue Code. The TCJA, among other things, lowered the U.S. corporate tax rate from 35% to 21% effective January 1, 2018, while also repealing the deduction for domestic production activities, implementing a modified territorial tax system and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. As a result, we are provisionally estimating our one-time non-cash net tax benefit related to the remeasurement of our U.S. deferred taxes to be approximately $3,200. We have performed an analysis on taxes related to deemed repatriation of foreign earnings and concluded we have no liability based on information to date. We will continue to analyze the TCJA to assess the full effects on our financial results, including disclosures, for our fiscal year ending October 31, 2018. In accordance with guidance provided by Staff Accounting Bulletin No. 118 (SAB 118), we have not completed our accounting for the tax effects of the TCJA; however, in certain cases, as described below, we have made a provisional estimate of the effects on our existing deferred tax balances and the one-time transition tax.   Any adjustments to the provisional amounts will be recognized as a component of the provision for income taxes in the period in which such adjustments are determined, but in any event, no later than the fourth quarter of 2018, in accordance with SAB 118.  

Note 17—Earnings Per Share

Basic earnings per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of Common Stock outstanding during the period. In addition, the shares of Common Stock issuable pursuant to restricted stock awards, restricted stock units and stock options outstanding under the 2016 Plan are included in the diluted earnings per share calculation to the extent they are dilutive. For the three months ended January 31,2018 and 2017, approximately 259 and 27 stock awards, respectively, were excluded from the computation of diluted earnings per share because they were anti-dilutive. The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share computation for net income (loss) per share:

	Three Months Ended January 31,
	2018		2017
Net income (loss) available to common stockholders	$	4,858	$	(2,018	)
Basic weighted average shares	23,107		17,720
Effect of dilutive securities:
Restricted share units and stock options (1)	180		—
Diluted weighted average shares	23,287		17,720
Basic income (loss) per share	$	0.21	$	(0.11	)
Diluted income (loss) per share	$	0.21	$	(0.11	)

(1) Due to a loss for the three months ended January 31, 2017, no restricted share awards and units are included because the effect would be anti-dilutive.

Note 18—Business Segment Information

For the three months ended January 31,2018, we conducted our business and reported our information as one operating segment - Automotive and Commercial Vehicles. Our chief operating decision maker has been identified as the executive leadership team, which includes certain Vice Presidents, all Senior Vice Presidents plus the Chief Executive Officer of the Company. This team has the final authority over performance assessment and resource allocation decisions. In determining that one operating segment is appropriate, we considered the nature of the business activities, the existence of managers responsible for the operating activities and information presented to our board of directors for its consideration and advice. Customers and suppliers are substantially the same in the automotive and commercial vehicle industry.

20

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Revenues of foreign geographic regions are attributed to external customers based upon the location of the entity recording the sale. These foreign revenues represent 23.5% and 18.0% for the three months ended January 31,2018 and 2017, respectively.

	Net Revenues
	Three Months Ended January 31,
Geographic Region:	2018		2017
United States	$	189,458	$	203,200
Europe	48,379		35,669
Rest of World	9,829		9,069
Total Company	$	247,666	$	247,938

The foreign currency gain (loss) is included as a component of other expense, net in the condensed consolidated statements of operations.

	Foreign Currency Gain (Loss)
	Three Months Ended January 31,
Geographic Region:	2018			2017
Europe	$	(131	)	$	141
Rest of World	$	15		$	(273	)

Long-lived assets consist primarily of net property, plant and equipment, goodwill and intangibles.

	Long-Lived Assets
Geographic Region:	January 31, 2018		October 31, 2017
United States	$	236,978	$	235,663
Europe	56,903		53,569
Rest of World	22,968		20,543
Total Company	$	316,849	$	309,775

Note 19—Commitments and Contingencies

Litigation:

A securities class action lawsuit was filed on September 21, 2015 in the United States District Court for the Southern District of New York against the Company and certain of our officers (the President and Chief Executive Officer and Vice President of Finance and Treasurer). As amended, the lawsuit claims in part that we issued inaccurate information to investors about, among other things, our earnings and income and our internal controls over financial reporting for fiscal 2014 and the first and second fiscal quarters of 2015 in violation of the Securities Exchange Act of 1934. The amended complaint seeks an award of damages in an unspecified amount on behalf of a putative class consisting of persons who purchased our common stock between January 12, 2015 and September 14, 2015, inclusive. The Company and such officers filed a Motion to Dismiss this lawsuit with the United States District Court for the Southern District of New York on April 18, 2016. The District Court rendered an opinion and order granting our motion to dismiss the lawsuit on March 23, 2017. On April 6, 2017, the plaintiffs filed a motion for reconsideration of the dismissal order. We, in opposition to the plaintiff's motion, filed a motion for consideration of the dismissal on April 20, 2017 and the plaintiffs filed a reply motion in opposition for reconsideration on April 27, 2017. On July 7, 2017, the District Court denied the Plaintiffs’ request to vacate the District Court’s March 23, 2017 order of dismissal and granted the Plaintiff’s request to further amend their complaint. The Plaintiffs filed their Second Amended Complaint on August 4, 2017.  We filed our Motion to Dismiss the Second Amended Compliant on August 18, 2017.  The Plaintiffs’ filed their opposition brief on November 2, 2017 and we filed our reply in support of defendants’ motion to dismiss the second amended complaint on November 22, 2017.

21

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

A shareholder derivative lawsuit was filed on April 1, 2016 in the Court of Common Pleas, Medina County, Ohio against the Company's President and Chief Executive Officer and Vice President of Finance and Treasurer and members of our Board of Directors. The lawsuit claims in part that the defendants breached their fiduciary duties owed to the Company by failing to exercise appropriate oversight over our accounting controls, leading to the accounting issues and the restatement announced in September 2015.  The complaint seeks a judgment against the individual defendants and in favor of the Company for money damages, plus miscellaneous non-monetary relief.  On May 2, 2016, the Court entered a stipulated order staying this case pending the outcome of the Motion to Dismiss in the securities class action lawsuit described in the previous paragraph.

In addition, from time to time, we are involved in legal proceedings, claims or investigations that are incidental to the conduct of our business. We vigorously defend ourselves against such claims. In future periods, we could be subject to cash costs or non-cash charges to earnings if a matter is resolved on unfavorable terms. However, although the ultimate outcome of any legal matter cannot be predicted with certainty, based on current information, including our assessment of the merits of the particular claims, we do not expect that our legal proceedings or claims will have a material impact on our future consolidated financial condition, results of operations or cash flows.

Note 20—Subsequent Events

We have evaluated events and transactions occurring subsequent to January 31, 2018 through the date the financial statements were issued.

On February 1, 2018, the Company entered into two Sale and Purchase Agreements with Brabant Alucast Services, B.V. a limited liability company organized under the laws of the Netherlands ("Brabant B.V.") to acquire 100% of the issued and outstanding capital of each of Brabant Alucast Italy Site Verrés S.r.l., a limited liability company organized under the laws of Italy, and Brabant Alucast The Netherlands Site Oss B.V, a limited liability company organized under the laws of the Netherlands ("Brabant Entities"). On March 1, 2018, Shiloh Netherlands completed the purchase of the Brabant Entities for an aggregate purchase price of EUR 53,428, which included the amounts due for payment of certain debt of Brabant B.V.

22

FORWARD-LOOKING STATEMENTS

Certain statements made by Shiloh Industries set forth in this Quarterly Report on Form 10-Q regarding our operating performance, events or developments that we believe or expect to occur in the future, including those that discuss strategies, goals, outlook or other non-historical matters, or which relate to future sales, earnings expectations, cost savings, awarded sales, volume growth, earnings or general belief in our expectations of future operating results are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995.

The forward-looking statements are made on the basis of management's assumptions and expectations. As a result, there can be no guarantee or assurance that these assumptions and expectations will in fact occur. The forward-looking statements are subject to risks and uncertainties that may cause actual results to materially differ from those contained in the statements.

Listed below are some of the factors that could potentially cause actual results to differ materially from expected future results.

• our ability to accomplish our strategic objectives;

• our ability to obtain future sales;

• changes in worldwide economic and political conditions, including adverse effects from terrorism or related hostilities;

• costs related to legal and administrative matters;

• our ability to realize cost savings expected to offset price concessions;

• our ability to successfully integrate acquired businesses, including businesses located outside of the United States;

• risks associated with doing business internationally, including economic, political and social instability, foreign currency exposure and the lack of acceptance of our products;

• inefficiencies related to production and product launches that are greater than anticipated;

• changes in technology and technological risks;

• work stoppages and strikes at our facilities and that of our customers or suppliers;

• our dependence on the automotive and heavy truck industries, which are highly cyclical;

• the dependence of the automotive industry on consumer spending, which is subject to the impact of domestic and international economic conditions affecting car and light truck production;

• regulations and policies regarding international trade;

• financial and business downturns of our customers or vendors, including any production cutbacks or bankruptcies;

• increases in the price of, or limitations on the availability of aluminum, magnesium or steel, our primary raw materials, or decreases in the price of scrap steel;

• the successful launch and consumer acceptance of new vehicles for which we supply parts;

• the impact on financial statements of any known or unknown accounting errors or irregularities; and the magnitude of any adjustments in restated financial statements of our operating results;

• the occurrence of any event or condition that may be deemed a material adverse effect under our outstanding indebtedness or a decrease in customer demand which could cause a covenant default under our outstanding indebtedness;

• pension plan funding requirements; and

• other factors besides those listed here could also materially affect our business.

See "Part I, Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended October 31, 2017 and "Part II, Item 1A. Risk Factors" in this Quarterly Report on Form 10-Q for a more complete discussion of these risks and uncertainties. Any or all of these risks and uncertainties could cause actual results to differ materially from those reflected in the forward-looking statements. These forward-looking statements reflect management's analysis only as of the date of this Quarterly Report on Form 10-Q.

We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of filing this Quarterly Report on Form 10-Q. In addition to the disclosures contained herein, readers should carefully review risks and uncertainties contained in other documents we file from time to time with the SEC.

23

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Dollars in thousands, except per share data)

General

We are a global innovative solutions provider to the automotive, commercial vehicle and other industrial markets with a strategic focus on designing, engineering and manufacturing lightweight technologies that improve performance and benefit the environment.  We offer the broadest portfolio of lightweighting solutions in the industry through our BlankLight®, CastLight®andStampLight® brands and are uniquely qualified to supply product solutions utilizing multiple lightweighting solutions. This includes combining castings and stampings or innovative, multi-material products in aluminum, magnesium, steel and steel alloys.  We design and manufacture components in body, chassis and powertrain systems with expertise in precision blanks, ShilohCore™ acoustic laminates, aluminum and steel laser welded blanks, complex stampings, modular assemblies, aluminum and magnesium die casting, as well as precision machined components.  Additionally, we provide a variety of intermediate steel processing services, such as oiling, leveling, cutting-to-length, multi-blanking, slitting, edge trimming of hot and cold-rolled steel coils and inventory control services for automotive and steel industry customers. We have over 4,200 dedicated employees with operations, sales and technical centers throughout Asia, Europe and North America.

Recent Trends and General Economic Conditions Affecting the Automotive Industry

Our business and operating results are directly affected by the relative strength of the North American and European automotive industries, which are driven by macro-economic factors such as gross domestic product growth, consumer income and confidence levels, fluctuating commodity, currency and gasoline prices, automobile discounts and incentive offers and perceptions about global economic stability. The automotive industry remains susceptible to these factors that impact consumer spending habits and could adversely impact consumer demand for vehicles.

Our products are included in many models of vehicles manufactured by nearly all OEMs that produce vehicles in Europe and North America. Our revenues are dependent upon the production of automobiles and light trucks in both Europe and North America. According to industry statistics (published by IHS Automotive in February 2018), Europe and North America production volumes for the three months ended January 31, 2018 and 2017 were as follows:

Production Volumes	Three Months Ended January 31,
	2018		2017
	(Number of Vehicles in Thousands)
Europe	5,768		5,258
North America	4,118		4,173
Total	9,886		9,431
Europe:
Increase from prior year	510
% Increase from prior year	9.7	%
North America
Decrease from prior year	(55	)
% Decrease from prior year	(1.3	)%
Total
Increase from prior year	455
% Increase from prior year	4.8	%

Europe:

Production in Europe continues to improve, although production increases or decreases vary from country to country and from OEM to OEM. Reflective of an improved economic environment, production volumes were up for the three months ended January 31, 2018. The United Kingdom's decision to withdraw from the European Union along with political developments in other European countries has cast an element of uncertainty around continued economic improvement in the region. 

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North America:

  Production in North America, and specifically in the United States, has been inconsistent in recent quarters as the OEMs realign their inventories, switch production to higher margin trucks and SUVs and change over vehicle platforms, which can cause periods of limited of accelerated production. However, we remain confident of improvements in the overall economy, including labor force expansion, housing starts, rising interest rates and automotive sales. 

We operate in an extremely competitive industry, driven by global vehicle production volumes. Business is typically awarded to the supplier offering the most favorable combination of cost, quality, technology and service. Customers continue to demand periodic cost reductions that require us to assess, redefine and improve operations, products, and manufacturing capabilities to maintain and improve profitability. Management continues to develop and execute initiatives designed to meet challenges of the industry and to achieve our strategy for sustainable global profitable growth.

Capacity utilization levels are very important to profitability because of the capital-intensive nature of our operations. We continue to adapt our capacity to meet customer demand, both expanding capabilities in growth areas as well as reallocating capacity between manufacturing facilities as needs arise. We employ new technologies to differentiate our products from our competitors and to achieve higher quality and productivity. We believe that we have sufficient capacity to meet current and expected manufacturing needs.

Most of the steel purchased for our BlankLight®and StampLight® brands is purchased through the customers’ steel buying programs. Under these programs, the customer negotiates the price for steel with the steel suppliers. We pay for the steel based on these negotiated prices and pass on those costs to the customer. Although we take ownership of the steel, our customers are responsible for all steel price fluctuations under these programs. We also purchase steel directly from domestic primary steel producers and steel service centers. Current demand for construction and oil industry related steel products and stable automotive production have helped the market rebound from historic lows with steel pricing stabilizing.  We have seen recent gradual downward pricing pressure since the rise, but this is likely related to historic seasonal pricing weakness as domestic summer shutdown periods are approaching. We refer to the “net steel impact” as the combination of the change in steel prices that are reflected in the price of our products, the change in the cost to procure steel from the source, and the change in our recovery of offal. Our strategy is to be economically neutral to steel pricing by having these factors offset each other. As the price of steel has risen, so have the scrap metal markets as they are highly correlated. We blank and process steel for some of our customers on a toll processing basis. Under these arrangements,we charge a tolling fee for the operations that we perform without acquiring ownership of the steel and being burdened with the attendant costs of ownership and risk of loss. Revenues from operations involving directly owned steel include a component of raw material cost whereas toll processing revenues do not.

For our aluminum and magnesium die casting operations, CastLight® brands, the cost of the materials is adjusted frequently to align with secured purchase commitments based on customer releases or based on referenced metal index plus additional material cost spreads agreed to by us and our customers.

Critical Accounting Policies

Preparation of our financial statements are in conformity with accounting principles generally accepted in the United States and requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and in the accompanying notes. We believe our estimates and assumptions are reasonable; however, actual results and the timing of the recognition of such amounts could differ from those estimates. We have identified the following items as critical accounting policies and estimates utilized by management in the preparation of the Company’s accompanying financial statements. These estimates were selected because of inherent imprecision that may result from applying judgment to the estimation process. The expenses and accrued liabilities or allowances related to these policies are initially based on our best estimates at the time they are recorded. Adjustments are charged or credited to income and the related balance sheet account when actual experience differs from the expected experience underlying the estimates. We make frequent comparisons of actual experience and expected experience in order to mitigate the likelihood that material adjustments will be required.

Revenue Recognition. We recognize revenue from the sales of products when there is evidence of a sales agreement, the delivery of goods has occurred, the sales price is fixed or determinable and collectability of revenue is reasonably assured. We record revenues upon shipment of product to customers and transfer of title under standard commercial terms. Price adjustments, including those arising from resolution of quality issues, price and quantity discrepancies, surcharges for fuel and/or steel and other commercial issues, are recognized in the period when management believes that such amounts become probable, based on management’s estimates. We enter into contracts with customers in the development of molds, dies and tools (collectively, "tooling") to be sold to such customers. We primarily record tooling revenues and costs net in cost of sales at the time of completion and final billing to the customer. These billings are recorded as progress billings (a reduction of the associated tooling costs) until the

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appropriate revenue recognition criteria have been met. The tooling contracts are separate arrangements between us and our customers and are recorded on a gross or net basis in accordance with current applicable revenue recognition accounting literature.

Pre-production and development costs. We enter into contractual agreements with certain customers to develop tooling. All such tooling contracts relate to parts that we will supply to customers under supply agreements. Tooling costs are capitalized in prepaid expenses and other assets we determined by the fact that tooling contracts are separate from standard production contracts. The classification in prepaid or other assets for tooling costs is based upon the period of reimbursement from the customer as either current or non-current.

Income Taxes. In accordance with ASC Topic 740, our income tax expense is calculated based on expected income and statutory tax rates in the various jurisdictions in which we operate and require the use of management's estimates and judgments.

Business Combinations. We include the results of operations of the businesses that we acquire as of the respective dates of acquisition. We allocate the fair value of the purchase price of our acquisitions to the tangible and intangible assets acquired, and liabilities assumed, based on their estimated fair values. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill.

Intangible Assets.Intangible assets with finite lives are amortized over their estimated useful lives. We amortize our acquired intangible assets with definitive lives on a straight-line basis over periods ranging from three months to 15 years. See Note 8 to the condensed consolidated financial statements for a description of the current intangible assets and their estimated amortization expense.

We perform analysis of finite-lived intangible assets which are included as a component of the annual impairment of long-lived assets. An impairment analysis of finite-lived intangible assets is performed when indicators of potential impairment exist.

Goodwill. Goodwill, which represents the excess cost over the fair value of the net assets of businesses acquired, was $28,337 as of January 31, 2018, or 4.6% of total assets, and $27,859 as of October 31, 2017, or 4.5% of total assets.

Goodwill is the excess of cost of an acquired entity over the amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill relates to and is assigned directly to specific reporting units. Goodwill is not amortized but is subject to impairment assessment. In accordance with ASC 350, "Intangibles-Goodwill and Other," we assess goodwill for impairment on an annual basis, or more frequently, if an event occurs or circumstances change that would more likely than not reduce the fair value below the carrying amount. Our annual impairment testing is performed as of September 30. Such assessment can be done on a qualitative or quantitative basis. When conducting a qualitative assessment, we consider relevant events and circumstances that affect the fair value or carrying amount of the reporting unit. A quantitative test is required only if we conclude that it is more likely than not that a reporting unit’s fair value is less than its carrying amount, or we elect not to perform a qualitative assessment of a reporting unit. We consider the extent to which each of the events and circumstances identified affect the comparison of the reporting unit's fair value or the carrying amount. Such events and circumstances could include macroeconomic conditions, industry and market considerations, overall financial performance, entity and reporting unit specific events, product brand level specific events and cost factors. We place more weight on the events and circumstances that may affect our determination of whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. These factors are all considered by management in reaching its conclusion about whether to perform a quantitative goodwill impairment test.

We perform a quantitative annual goodwill impairment test by comparing the fair value of a reporting unit to its carrying amount, including goodwill. If the carrying amount exceeds the fair value, we recognize an impairment charge for the amount by which the carrying amount exceeds the fair value, not to exceed the total amount of goodwill in that reporting unit.

Share-based Payments.We record compensation expense for the fair value of nonvested stock option awards and restricted stock awards over the remaining vesting period. We have elected to use the simplified method to calculate the expected term of the stock options outstanding at five to six years and have utilized historical weighted average volatility. We determine the volatility and risk-free rate assumptions used in computing the fair value using the Black-Scholes option-pricing model, in consultation with an outside third party. The expected term for the restricted stock award is between three months and four years.

The Black-Scholes option valuation model requires the input of highly subjective assumptions, including the expected life of the stock-based award and stock price volatility. The assumptions used are management’s best estimates, but the estimates involve inherent uncertainties and the application of management judgment. As a result, if other assumptions had been used, the recorded stock-based compensation expense could have been materially different from that depicted in the financial statements.

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In addition, we do not estimate a forfeiture rate at the time of grant instead we elected to recognize share-based compensation expense when actual forfeitures occur.

The restricted stock and restricted stock units are valued based upon a 20-day EMA as of the Friday prior to the grant of an award. In addition, we do not estimate a forfeiture rate at the time of grant instead we elected to recognize share-based compensation expense when actual forfeitures occur.

U.S. Pension and Other Post-retirement Costs and Liabilities. We have recorded significant pension and other post-retirement benefit liabilities that are developed from actuarial valuations for our U.S. operations. The pension plans were frozen in November of 2006 and therefore contributions by participants are not allowed. The determination of our pension liabilities requires key assumptions regarding discount rates used to determine the present value of future benefit payments and the expected return on plan assets. The discount rate is also significant to the development of other post-retirement liabilities. We determine these assumptions in consultation with, and after input from, our actuaries.

The discount rate reflects the estimated rate at which the pension and other post-retirement liabilities could be settled at the end of the year. For our U.S. operations, we use the Principal Pension Discount Yield Curve ("Principal Curve") as the basis for determining the discount rate for reporting pension and retiree medical liabilities. At October 31, 2017, the resulting discount rate from the use of the Principal Curve was 3.65%, a decrease of 0.05% from a year earlier that contributed to an increase of the benefit obligation of approximately $59. A change of 25 basis points in the discount rate at October 31, 2017 would increase expense on an annual basis by approximately $10 or decrease expense on an annual basis by approximately $14.

The assumed long-term rate of return on pension assets is applied to the market value of plan assets to derive a reduction to pension expense that approximates the expected average rate of asset investment return over ten or more years. A decrease in the expected long-term rate of return will increase pension expense whereas an increase in the expected long-term rate will reduce pension expense. Decreases in the level of plan assets will serve to increase the amount of pension expense whereas increases in the level of actual plan assets will serve to decrease the amount of pension expense. Any shortfall in the actual return on plan assets from the expected return will increase pension expense in future years due to the amortization of the shortfall, whereas any excess in the actual return on plan assets from the expected return will reduce pension expense in future periods due to the amortization of the excess. A change of 25 basis points in the assumed rate of return on pension assets would increase or decrease pension assets by approximately $168.

Our investment policy for assets of the plans is to maintain an allocation generally of 30% to 70% in equity securities, 30% to 70% in debt securities, and 0% to 10% in real estate. Equity security investments are structured to achieve an equal balance between growth and value stocks. We determine the annual rate of return on pension assets by first analyzing the composition of its asset portfolio. Historical rates of return are applied to the portfolio. Our investment advisors and actuaries review this computed rate of return. Industry comparables and other outside guidance are also considered in the annual selection of the expected rates of return on pension assets.

For the year ended October 31, 2017, the actual return on pension plans’ assets for all of our plans approximated 16.33%, which is higher than the expected rate of return on plan assets of 7.50% used to derive pension expense. The long-term expected rate of return takes into account years with exceptional gains and years with exceptional losses.

Actual results that differ from these estimates may result in more or less future Company funding into the pension plans than is planned by management. Based on current market investment performance, historically we have conservatively contributed to the defined benefit plans and therefore we only have one contribution for fiscal 2018 required in the third quarter.

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Results of Operations

Three Months Ended January 31, 2018 Compared to Three Months Ended January 31, 2017

REVENUES. Revenues for the first quarter of fiscal 2018 were $247,666 compared to revenues of $247,938 in the first quarter of fiscal 2017, an decrease of $272, or 0.1%. Regional OEM production volume changes negatively impacted revenues by $5,239 which was offset by $5,710 of favorable currency translation. Other revenues were down $743.

GROSS PROFIT. Gross profit for the first quarter of fiscal 2018 was $27,890 compared to gross profit of $24,104 in the first quarter of fiscal 2017, an increase of $3,786, or 15.7%, on flat sales. Gross profit as a percentage of sales was 11.3% for the first quarter of 2018 and 9.7% for the first quarter of 2017, an improvement of 160 basis points. The improvement in gross profit included changes in customer and product mix and scrap recovery which favorably impacted direct material costs by $4,846. In addition, a decrease in labor and benefits of $376 offset an increase in repairs and maintenance and indirect manufacturing supplies of $1,165.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses support the growth in sales opportunities, new technologies and new product launches. Expenses were $21,240 and $20,170 in the first quarter of fiscal 2018 and 2017, respectively. As a percentage of sales, these expenses were 8.6% of sales for the first quarter of fiscal 2018 and 8.1% of sales for the first quarter of fiscal 2017. The increase reflects higher compensation costs of $1,674 offset by a decrease of $603 in other administrative expenses.

AMORTIZATION OF INTANGIBLE ASSETS. Amortization of intangible assets expense was $565 for both the first fiscal quarter of 2018 and 2017.

ASSET IMPAIRMENT, NET. Asset impairments of $41 were recorded in the first quarter of fiscal 2017 related to restructuring initiatives. There were no asset impairments in the first quarter of fiscal 2018.

RESTRUCTURING. Restructuring charges of $1,514 were recorded in the first quarter of fiscal 2018 based upon our strategic decision to provide a more efficient and focused footprint allowing us to operate with lower fixed costs. These costs primarily included employee, professional, legal and other costs.

INTEREST EXPENSE. Interest expense for the first quarter of fiscal 2018 was $2,340, compared to interest expense of $4,812 in the first quarter of fiscal 2017. The decrease in interest expense was the result of lower average borrowed funds and lower borrowing rates which were offset in part by an increase in amortization of deferred financing fees associated with the Credit Agreement. Borrowed funds averaged $184,046 during the first quarter of fiscal 2018 and the weighted average interest rate was 3.88%. In the first quarter of fiscal 2017, borrowed funds averaged $238,421 and the weighted average interest rate of debt was 5.09%.

OTHER EXPENSE. Other expense, net was $436 and $612 for the first quarter of fiscal 2018 and 2017, respectively, a decrease of $176. Other expense, net, reflects decreases of $38 in net periodic pension and post-retirement benefit costs, $16 from currency transaction gains realized by our Asian, European and Mexican subsidiaries and $122 in other non-operating expenses. 

BENEFIT FOR INCOME TAXES. The benefit for income taxes in the first quarter of fiscal 2018 was $3,058 on income before taxes of $1,800 for an effective tax rate of (169.9)%. The benefit for income taxes in the first quarter of fiscal 2017 was $76 on loss before taxes of $2,094 for an effective tax rate of 3.6%. The effective tax rate for the three months ended January 31, 2018 and 2017 varied from statutory rate primarily due to the effect of the Tax Reform Act and foreign currency losses without a tax benefit. The Company is continuing to evaluate the impact that the Tax Reform Act will have on the future effective tax rates.

NET INCOME (LOSS). Net income for the first quarter of fiscal 2018 was $4,858, or $0.21 per share, diluted compared to net loss for the first quarter of fiscal 2017 of $2,018, or $0.11 per share, diluted.

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Liquidity and Capital Resources

Cash Flows and Working Capital:

At January 31, 2018, total debt was $184,046 and total equity was $202,397, resulting in a capitalization rate of 47.6% debt, 52.4% equity. Current assets were $281,558 and current liabilities were $198,914, resulting in positive working capital of $82,644.

The following table summarizes the Company's cash flows from operating, investing and financing activities:

	Three Months Ended January 31,						2018 vs. 2017
	2018			2017			change
Net cash provided by operating activities	$	11,640		$	26,624		$	(14,984	)
Net cash used in investing activities	$	(9,885	)	$	(9,073	)	$	(812	)
Net cash used in financing activities	$	1,250		$	(20,556	)	$	21,806

Net Cash Provided by Operating Activities:

	Three Months Ended January 31,
	2018			2017
Operational cash flow before changes in operating assets and liabilities	$	12,237		$	7,722
Changes in operating assets and liabilities:
Accounts receivable	32,313			15,448
Inventories	(671		)	(1,502		)
Prepaids and other assets	(6,044		)	2,008
Payables and other liabilities	(23,245		)	4,112
Accrued income taxes	(2,950		)	(1,164		)
Total change in operating assets and liabilities	$	(597	)	$	18,902
Net cash provided by operating activities	$	11,640		$	26,624

Cash flows from operations before changes in operating assets and liabilities was $4,515 higher for the three months ended January 31,2018 compared to the three months ended January 31,2017 which was mainly driven by higher earnings.

Cash inflow and outflow from changes in operating assets and liabilities:

• Cash outflows from changes in operating assets and liabilities was $597 for the three months ended January 31,2018 and cash inflows was $18,902 for the three months ended January 31,2017 and was impacted by working capital initiatives.

• Cash inflows from changes in accounts receivable for the three months ended January 31,2018 and 2017, were $32,313 and $15,448, respectively. The cash inflows were due to continuing efforts in collecting receivables and sales volume changes.

• Cash outflows from changes in inventory for the three months ended January 31,2018 and 2017 were $671 and $1,502, respectively. The decrease was primarily driven by a change in customer mix and delivery.

• Cash outflows from changes in prepaids and other assets for the three months ended January 31,2018 was $6,044 and cash inflows from changes in prepaids and other assets for the three months ended January 31,2017 was $2,008 resulting from the timing of invoicing customer reimbursed tooling awards.

• Cash outflows from changes in payables and other liabilities for the three months ended January 31,2018 was $23,245 and cash inflows from changes in payables and other liabilities for the three months ended January 31,2017 was $4,112 resulting from the matching of terms with our customers and vendors, offset partially by the timing of payments related to capital expenditures and customer funded tooling.

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• Cash outflows from changes in accrued income taxes for the three months ended January 31,2018 and 2017 were $2,950 and $1,164, respectively. The changes were primarily because of the effect of deferred taxes.

Net Cash Used For Investing Activities:

Net cash used in investing activities for the three months ended January 31,2018 and 2017 was $9,885 and $9,073, respectively, and consisted of capital expenditures. The expenditures are attributed to projects for new awards and product launches.

Net Cash Provided By / Used In Financing Activities:

Net cash provided by financing activities for the three months ended January 31,2018 was $1,250 and net cash used in financing activities for the three months ended January 31,2017 was $20,556, and was the result of changes in cash flows from operating activities and capital expenditures. As of January 31, 2018, the Company's long-term indebtedness was $182,416. Refer to "Item 1. – Financial Statements – Notes to Consolidated Financial Statements – Note 9 – Financing Arrangements" of this Quarterly Report on Form 10-Q for more information.

Capitalization:

From time to time, in addition to cash provided by operating activities, we utilize uncommitted credit facilities to fund our capital expenditures and working capital requirements at certain of our foreign subsidiaries. As of October 31, 2017, outstanding commitments for capital expenditures was $48,375.

Long-term debt and short-term borrowings:

As of January 31, 2018, we were in compliance with our long-term financial debt covenants. Refer to "Item 1. – Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 9 – Financing Arrangements" of this Quarterly Report on Form 10-Q for more information.

We continue to closely monitor the business conditions affecting the automotive industry. In addition, we closely monitor our working capital needs and believe that the combination of cash from operations, cash balances and available credit facilities will be sufficient to satisfy our cash needs for our current level of operations and our planned operations for the foreseeable future.

Contractual Obligations

Our contractual obligations have not changed significantly from those disclosed in "Part II – Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual Obligations" of our 2017 Form 10-K. 

Effect of Inflation, Deflation

Inflation generally affects us by increasing the interest expense of floating rate indebtedness and by increasing the cost of labor, equipment and raw materials. The level of inflation has not had a material effect on our condensed consolidated financial results for the past three years.

In periods of decreasing prices, deflation occurs and may also affect the our results of operations. With respect to steel purchases, we purchase steel through customers' steel buying programs which protects recovery of the cost of steel through the selling price of our products. For non-steel buying programs, we align the cost of steel purchases with the related selling price of the product. For our aluminum and magnesium die casting business, the cost of the materials is adjusted frequently to align with secured purchase commitments based on customer releases or based on referenced metal index plus additional material cost spreads agreed to by us and our customers.

Item 3.        Qualitative and Quantitative Market Risk Discussion

Market risk is the potential loss arising from adverse changes in market rates and prices. We are exposed to market risk throughout the normal course of our business operations due to purchases of metals, sales of scrap steel, our ongoing investing and financing activities, and exposure to foreign currency exchange rates. As such, we have established policies and procedures to govern our management of market risks. There have been no material changes to market risk exposures related to changes in commodity pricing, interest rates or currency exchange rates from those discussed in Item 7A of our 2017 Form 10-K.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 (Exchange Act), as amended, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including the Principal Executive Officer ("PEO"), Principal Financial Officer ("PFO") and Principal Accounting Officer ("PAO"), as appropriate to allow for timely decisions regarding required disclosure. An evaluation was performed under the supervision and with the participation of our management, including the PEO, PFO and PAO, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(b) or 15d-15(b), as amended, and it was determined that disclosure controls and procedures were effective as of January 31, 2018.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f), and based upon criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the 2013 Internal Control - Integrated Framework (COSO framework). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of the financial statements for external purposes in accordance with GAAP.

An effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error and circumvention or overriding of controls and therefore can provide only reasonable assurance with respect to reliable financial reporting. Because of its inherent internal control limitations, our internal control over financial reporting may not prevent or detect misstatements because of inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.

Under the supervision and with the participation of our management, including our PEO, PFO and PAO, the Company conducted an evaluation of the effectiveness of internal control over financial reporting as of January 31, 2018.

Our management concluded that we maintained effective internal control over financial reporting as of January 31, 2018, based on criteria described in Internal Control - Integrated Framework (2013) issued by COSO.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended January 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II. OTHER INFORMATION

Item 1.Legal Proceedings

See Note 19, Commitments and Contingencies, in Part I of this report.

Item 1A.Risk Factors

We are exposed to certain risks and uncertainties that could have a material adverse impact on our business, financial condition and operating results. Except for the addition of the following risk factors related to recent tax legislation and the addition of the new risk factor related to our effective tax rate, there have been no other material changes to the Risk Factors described in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended October 31, 2017.

Changes in U.S. federal, state and local tax law or interpretations of existing tax law could increase our tax burden or otherwise adversely affect our financial condition and results of operations.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "TCJA"). The changes included in the TCJA are broad and complex. The final transition impacts of the TCJA may differ from the estimates provided elsewhere in this report, possibly materially, due to, among other things, changes in interpretations of the TCJA, any legislative action to address questions that arise because of the TCJA, any changes in accounting standards for income taxes or related interpretations in response to the TCJA, or any updates or changes to estimates utilized to calculate the transition impacts. The estimated impact of the new law is based on management’s current knowledge and assumptions and recognized impacts could be materially different from current estimates based on our actual results and our further analysis and guidance regarding the new law. In addition, it is uncertain if, and to what extent, various states will conform to the new tax law and foreign countries will react by adopting tax legislation or taking other actions that could adversely affect our business.

Changes in our effective tax rate may reduce our net income in future periods.

Our actual effective tax rate may vary from our expectation and that variance may be material and may have a material, adverse impact on our cash flows and our financial condition. A number of factors may increase our future effective tax rates, including: (1) the jurisdictions in which profits are determined to be earned and taxed; (2) the resolution of issues arising from any current and future tax audits with various tax authorities; (3) changes in the valuation of our deferred tax assets and liabilities; (4) increases in expenses not deductible for tax purposes, including transaction costs, restructuring costs and impairments of goodwill in connection with acquisitions; (5) changes in the taxation of share-based compensation; (6) changes in tax laws or the interpretation of such tax laws, and changes in generally accepted accounting principles; (7) expiration of or lapses in the research and development tax credit laws and (8) challenges to the transfer pricing policies related to our structure.

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Item 6. Exhibits

		Incorporated By Reference
Exhibit #	Exhibit Description	Form	File Number	Date of First Filing	Exhibit Number	Filed Herewith
2.1*†	Sale and Purchase Agreement, dated February 1, 2018 between Shiloh Holdings Netherlands, B.V. and Brabant Alucast Services B.V, a limited liability company organized under the laws of the Netherlands (Oss).					X
2.2*†	Sale and Purchase Agreement, dated February 1, 2018 between Shiloh Holdings Netherlands, B.V. and Brabant Alucast Services B.V, a limited liability company organized under the laws of the Netherlands (Verres).					X
31.1	Principal Executive Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X
31.2	Principal Financial Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X
101.INS	XBRL Instance Document					X
101.SCH	XBRL Taxonomy Extension Schema Document					X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document					X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document					X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document					X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document					X

* Exhibits and Schedules have been omitted in accordance with Item 601(b)(2) of Regulation S-K.  A copy of omitted Exhibits and Schedules will be furnished to the SEC upon request.

† Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from these exhibits to this Quarterly Report on Form 10-Q and submitted separately to the Securities and Exchange Commission.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SHILOH INDUSTRIES, INC.
By:	/s/ W. Jay Potter
	W. Jay Potter
	Senior Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

Date: March 8, 2018

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EX-2.1

DATED 1 FEBRUARY 2018

(1) BRABANT ALUCAST SERVICES B.V.

(as Seller)

(2) SHILOH HOLDINGS NETHERLANDS B.V.

(as Purchaser)

SALE AND PURCHASE AGREEMENT

RELATING TO 100% OF THE SHARE CAPITAL

OF

BRABANT ALUCAST THE NETHERLANDS SITE OSS B.V.

-

*Information redacted pursuant to a Confidential Treatment Request by Shiloh Industries, Inc. under 5 U.S.C. §552(b)(4) and Rule 406 under the Securities Act of 1933 and submitted separately with the Securities and Exchange Commission.

Table of Contents

1. Interpretation...................................................................................................................................... 3

2. Sale, Purchase and Transfer of the Shares........................................................................................ 11

3. Consideration for the Sale and Purchase of the Shares.................................................................... 11

4. Conditions to Completion and other Preliminary Actions............................................................... 12

5. Completion....................................................................................................................................... 13

6. Seller Warranties.............................................................................................................................. 14

7. Special Indemnities.......................................................................................................................... 15

7.7 Exclusive Remedy............................................................................................................................ 18

8 Limitation of Seller’s Liability......................................................................................................... 18

9 Purchaser’s Warranties and Undertakings........................................................................................ 22

10 Interim Management........................................................................................................................ 23

11 Non-Solicitation Undertaking........................................................................................................... 26

12 Confidentiality and Announcements................................................................................................. 26

14 Costs and Expenses........................................................................................................................... 29

15 Stamp Duty, Fees and Taxes............................................................................................................. 29

16 Grossing-up....................................................................................................................................... 29

17 VAT................................................................................................................................................... 30

18 Non- utilisation of Oss Tax Losses; Tax Returns; Further Assurance.............................................. 30

19 Effect of Completion......................................................................................................................... 31

20 Assignment....................................................................................................................................... 31

21 Payment............................................................................................................................................. 32

22 Notices.............................................................................................................................................. 32

23 Invalidity........................................................................................................................................... 33

24 Entire Agreement.............................................................................................................................. 33

25 Agreement Prevails........................................................................................................................... 34

26 Variation............................................................................................................................................ 34

27 No Waiver......................................................................................................................................... 34

28 Counterparts...................................................................................................................................... 34

29 Time of the Essence.......................................................................................................................... 34

30 Governing Law and Submission to Jurisdiction............................................................................... 34

This agreement(the“Agreement”)is made on 1 February 2018

Between:

(1) BRABANT ALUCAST SERVICES B.V., a limited liability company (een besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, registered with the trade register of the Chambers of Commerce under file number 58268375, having its official seat in Oss, the Netherlands and its registered address at Rijnstraat 19, 5347 KL, Oss, The Netherlands, acting by its managing directors Brabant Alucast International B.V. (represented by Mr James Brundell and Mr J.W.P.C.M. Vorstenbosch (the “Seller”);

(2) SHILOH HOLDINGS NETHERLANDS B.V., a limited liability company (een besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, registered with the trade register of the Chambers of Commerce under file number 60724064, having its official seat in Amsterdam, the Netherlands, and its principal place of business at Hoogoorddreef 15, 1101 BA Amsterdam, the Netherlands, acting by its managing directors K.M. Bednarz and Ms H.D. de Rijk (the “Purchaser”).

Whereas:

(A) Brabant Alucast The Netherlands site Oss B.V. is a limited liability company (een besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, registered with the trade register of the Chambers of Commerce under file number 16034524, having its official seat in Oss, the Netherlands and its registered address at Rijnstraat 19, 5347 KL, Oss, The Netherlands and is engaged in the development and production of magnesium and aluminium high pressure die castings for interior components and body structural parts with high technical requirements (the “Company”).

(B) At the date of this Agreement, the Seller holds the full legal and beneficial title to all issued and outstanding shares in the capital of the Company, consisting of 500 shares with a nominal value of EUR 450 each (the “Shares”).

(C) The Seller intends to sell, and the Purchaser intends to purchase, the Shares, on the terms and subject to the conditions of this Agreement (the “Transaction”).

(D) On 20 December 2017, the Seller entered into with the Purchaser's parent company, Shiloh Industries Inc., an exclusivity agreement by which they:

(i) confirmed their intention, in principle, to enter into the Transaction and to set forth the basis for further and final negotiations of one or more definitive agreements, in accordance with the provisions of the non-binding term sheet attached thereto;

(ii) agreed to be bound by certain exclusivity obligations in accordance with the terms thereof, in order to facilitate the negotiation of the above mentioned definitive agreements and the execution of the Transaction;

(iii) agreed to cooperate in order to obtain, prior to the Signing Date: (1) comfort by certain competent authorities and other third parties as to the continuance of their relationships with the Company following Completion of the Transaction; and (2) the execution between the Purchaser and the Insurer of the W&I Insurance Policy effective upon consummation of the Completion subject to the payment of the relevant premium by the Purchaser.

(E) Prior to the date hereof, comfort has been provided by certain key customers and suppliers (namely Bayerische Motoren Werke A.G. (BMW), General Motors LLC (GM), Jaguar Landrover Rover Ltd (JLR) and DAF Trucks NV (DAF)) that the existing contractual arrangements with the Company will continue following Completion at the same terms and conditions currently in force.

(F) On the date hereof, the parties have entered into a share purchase agreement ((the “Verres SPA”) concerning the sale and purchase by the Purchaser of a EUR 50,000.00 quota representing a 100% interest in the capital of Brabant Alucast Italy Site Verres S.r.l. (“Verres”).

(G) The Parties have complied with the provisions of the Social and Economic Council Merger Regulation for the protection of employees (SER-Besluit Fusiegedragsregels 2015 ter bescherming van de belangen van werknemers) and the Dutch Works Council Act (Wet op de Ondernemingsraden).

NOW, THEREFORE, in consideration of the above whereas, which constitute an essential and integral part of this Agreement, the parties agree as follows:

1. Interpretation

1.1 In addition to the other terms defined elsewhere in this Agreement, the following terms shall have the meanings ascribed to them below for the purpose of this Agreement:

“Accounting Principles” means, as applicable, the set of accounting rules, principles and standards consisting of the statutory rules set out in Title 9 of Book 2 of the Dutch Civil Code and the Dutch Accounting Standards issued by the Dutch Accounting Standards Board ("Raad voor de jaarverslaggeving") as consistently applied with reference to the statutory financial statements of the Company in the previous year (including, save where required by Law, regulation or generally accepted accounting practice, by using the same management estimate, materiality, calculations and presentation logic);

“Accounts” means the financial statements of the Company for the period of 12 months ended on the Accounts Date;

“Accounts Date” means 31 December 2016;

“Affiliate” means, in respect of any person (other than a natural person), a person (other than a natural person) which directly or indirectly (i) is Controlling, or (ii) is Controlled by, or (iii) is subject to joint Control with, the person concerned;

“Articles” means the articles of association (statuten) of the Company as in force as at the date of this Agreement;

“Authority” means any government, government department or governmental, supranational, court, statutory or regulatory body (including any stock exchange authority), including the European Commission and any other competent authority (and in particular, among others, any anti-trust and Tax Authority);

“Books and Records” means all books, records, documents and other material (however recorded) relating to the Company;

“Bring Down Disclosure Letter” means a revised version of the Disclosure Letter prepared by the Seller and to be delivered to the Purchaser on the Bring-Down Date Disclosing any matters which have occurred between the Signing Date and the Bring-Down Date against the Seller Warranties which would constitute a breach of the Seller Warranties in such period;

“Bring-Down Date” means the date one (1) Business Day before the Completion Date;

“Business Day” means a day (other than a Saturday or Sunday or a public holiday) on which commercial banks are open for ordinary banking business in Italy, The Netherlands and the State of Ohio (U.S.A.);

“CIT Fiscal Unity” means thefiscal unity (fiscale eenheid) for Dutch corporate income tax purposes pursuant to Section 15 of the Dutch corporate income tax act (Wet op de vennootschapsbelasting 1969) Seller and, among others, the Company;

“CIT Fiscal Unity Dissolution Date” means the date on which the Company has ceased to be a member of the CIT Fiscal Unity;

“Claim” means any claim, proceeding, suit or action against the Seller arising out of or in connection with this Agreement;

“Company” means Brabant Alucast The Netherlands site Oss B.V., as identified in Recital (A) of this Agreement;

“Completion” means the execution of the activities necessary, under any applicable Law, for the purchase and sale of the Shares, the payment of the Consideration, the completion of the activities to be carried out on the Completion Date pursuant to the Verres SPA and, in general, the execution and exchange of all documents and agreements and the performance and consummation of all the obligations and transactions required to be executed, exchanged, performed and/or consummated on the Completion Date under this Agreement (including but not limited to Schedule 10);

“Completion Date” has the meaning set forth under Clause 5.1;

“Conditions Precedent” has the meaning set forth under Clause 4.1;

“Consideration” has the meaning given to it in Clause 3.1;

“Control”, “Controlling” and “Controlled”: means, with respect to any person, (a) the possession, directly or indirectly, of the power to direct or cause to direct the board or the management of such person through the ownership of voting securities, by contract or otherwise, or (b) the ownership, directly or indirectly, of a majority of the voting shares or equity interests in such person;

“Deed of Transfer”: means the notarial deed of transfer for the Shares to be executed on the Completion Date before the Notary substantially in the form attached to this Agreement as Schedule 1;

“Designated Account” means the bank account nominated by the Seller for the payment of certain amounts under the terms of this Agreement, the details of which shall be notified by the Seller to the Purchaser no later than 4 Business Days prior to Completion;

“Disclosed” means, in respect of any fact, matter or circumstance, such fact matter or circumstance being fairly and accurately disclosed to the Purchaser in sufficient detail in order for the Purchaser to understand the importance and context of the fact, matter or circumstance so disclosed and “Disclosing” and “Disclosure(s)” shall be construed accordingly;

“Disclosure Letter” means the letter dated the same date as this Agreement from the Seller to the Purchaser, Disclosing certain matters against the Seller Warranties, attached hereto as Schedule 2;

“Disclosure Material” means the draft information memorandum dated April 2017 and all the material in the virtual data room to which access has been granted to the Purchaser and its advisors in the period comprised between 18 November through 30 January 2018, including written answers to the questions raised by the Purchaser and its advisors in connection with the Due Diligence Review (all as listed in the index attached hereto as Schedule 3 and uploaded in the VDR USB);

“Due Diligence Review” shall have the meaning set forth in Clause 6.1;

“Dutch Civil Code” means the Dutch civil code (Burgerlijk Wetboek);

“Encumbrance” means any pledge, charge, lien, mortgage, debenture, hypothecation, security interest, pre‑emption right, option, claim, equitable right, power of sale, pledge, retention of title, right of first refusal or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing;

“Environmental Claim” means any written directive, notice of violation or infraction, or any written notice, demand, claim, letter or request for information, written action, governmental order, Encumbrance, fine, penalty, or, as to each, any settlement or judgment arising therefrom, by or from any Authority or any other competent person to the Company asserting liability of whatever kind or nature (including liability or

responsibility for the costs of enforcement proceedings, investigations, clean-up, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from (a) the presence, release of, or exposure to, any Hazardous Materials (as defined in paragraph 10.1 of Schedule 5); or (b) any actual or alleged non-compliance with any environmental Laws or term or condition of any environmental permit;

“Environment Insurance Policy” means the warranty and insurance policy which may be executed between the Environment Insurer and the Purchaser, as the latter may determine in its sole discretion prior to the Completion Date, in connection with the Environmental Warranties;

“Environment Insurer” means the insurer(s) underwriting the Environment Insurance Policy.

“Environmental Warranties” means the Seller Warranties set forth in paragraph 10 (Environmental Matters) of Schedule 5;

“Expert” shall have the meaning set forth in Clause 7.4.3;

“Fundamental Warranties” means the Seller Warranties set forth in paragraphs 1 (Organization and Authority), 2 (No Conflicts; Approval), 3 (Title and Ownership) and 4 (Brokers) of Schedule 5;

“Group Trademarks” means: (i) the name “Brabant Alucast”; (ii) the Brabant Alucast logo used by the Company as at the date of this Agreement;

“Guarantees Schedule” has the meaning set forth in Clause 13.4;

“Indebtedness Schedule” has the meaning given in Clause 4.6;

“Insured Warranties” means all Seller Warranties, except for the Leakage Warranty, insured under the W&I Insurance Policy or the Environment Insurance Policy;

“Insurer” means ANV Global Services Ltd;

“Indebtedness Schedule” has the meaning given in Clause 4.5;

“Intercompany Agreements” means any written or oral agreements, contracts and/or any other contractual relationships however in place between the Company, of the first part, and the Seller and/or any member of the Seller’s Group as identified and described in Schedule 6, including - but not limited to - the Intercompany Indebtedness (as identified and described in such Schedule) and the Management Services Agreements;

“Intercompany Indebtedness” means the total amount of debt owed by the Company to any members of the Seller’s Group (excluding the Intercompany Trading Amounts);

“Intercompany Pay-off Amount” has the meaning as defined in Clause 3.2(b).

“Intercompany Trading Amounts” means the intercompany trading balances between the Company and Brabant Alucast The Netherlands Site Heijen B.V. and the Company and Brabant Alucast Germany Standwort Wendlingen GmbH in respect of the provision of certain parts and services to the Company in connection with existing contractual arrangements with BMW, DAF, Opel and Daimler as more fully described in the Transitional Services Agreement and Subcontracting Agreements;

“Law” means any law, statute, ordinance, decree, rule and regulation, code, directive, judicial, arbitral, administrative, ministerial or regulatory judgment, applicable to the Company and/or either party or otherwise to be complied with, from time to time, by the Company and/or either party;

“Leakage” means, by the Company during the period from (but excluding) the Locked Box Date to (and including) the Completion Date, any:

(a) dividend or distribution (whether in cash or in kind, whether ordinary or extraordinary) or any payments in lieu of any dividend or distribution, either declared and/or paid or made;

(b) redemption, repurchase, repayment or return of shares, or return of capital (whether by reduction of capital or otherwise and whether in cash or in kind);

(c) consultant, advisory, management, monitoring, service, shareholder or other fees, charges or compensation of a similar nature, whether resolved or paid, including - but not limited to - any fees and/or expenses due in connection with the implementation of any transactions contemplated hereby;

(d) payments to, or transaction of any kind with, the Seller, any member of the Seller’s Group and/or any of their respective Related Parties (including, without limitation, under any Intercompany Agreements);

(e) waiver, deferral or release (whether conditional or not) of any amount, right, value, benefit or obligation owed or due to the Seller, any member of the Seller’s Group and/or any of their respective Related Parties;

(f) amendment to the amount or timing of interest, principal or fees in respect of any indebtedness owed by the Seller, any member of the Seller’s Group and/or any of their respective Related Parties;

(g) loans or gifts made to the Seller, any member of the Seller’s Group and/or any of their respective Related Parties;

(h) liability or obligation (contingent or otherwise) of the Seller, any member of the Seller’s Group and/or any of their respective Related Parties assumed or discharged;

(i) guarantees or incurrence of indebtedness to the benefit of the Seller, any member of the Seller’s Group and/or any of their respective Related Parties;

(j) guarantee, indemnity or Encumbrance provided by, or over the assets of, the Company;

(k) bonuses paid to the Company’s directors and/or employees in connection with the implementation of any transactions contemplated hereby;

(l) any transfer taxes payable by the Company in connection with the transfer of the Rijnstraat Site from Brabant Alucast International B.V. to the Company in excess of the Outstanding RETT Amount funded by the Seller to the Company prior to Completion or, as the case may be, deducted from the Consideration in accordance with clause 3.3.2 (b); and

(m) any Taxes resulting from a Leakage,

other than any Permitted Leakage and payments in respect of the Intercompany Trading;

“Leakage Claim” means any Claim by the Purchaser in connection with any actual or alleged breach, untruthfulness, incorrectness and/or inaccuracy of the Seller Warranties under paragraph 7 (No Leakage) of Schedule 5;

“Leakage Warranty” means the Seller Warranty under paragraph 8 (No Leakage) of Schedule 5;

“Leased Equipment” means the equipment leased from Brabant Alucast Germany Standort Wendlingen GmbH under leases 434056, 437138, 461782, 470881 and 472472;

“Locked Box Accounts” means the financial statements of the Company as at 31 October 2017, a copy of which is attached hereto as Schedule 8;

“Locked Box Date” means the reference date of the Locked Box Accounts;

“Long Stop Date” shall have the meaning set forth under Clause 4.4;

“Loss” means any liability, damage, penalty, loss, cost, expense, penalty and fine (including but not limited to, reasonable attorney’s fees and costs and expenses of all actions, suits, proceedings, demands, assessments, judgments, interests and demands related thereto), assessed in accordance with sections 6:95 et seq. of the Dutch Civil Code;

“Machine Fire” has the meaning given in Clause 10.4(b);

“Management Services Agreements” means: (i) a management services agreement between the Seller and the Company dated 20 December 2013; and (ii) a management services agreement between, amongst others, Project Horizon Coöperatief U.A. and the Company dated 18 July 2016;

“Management Accounts” means the Company’s management accounts relating to the period of 10 months comprised between 1 January and 31 October 2017, a copy of which is attached hereto as Schedule 11;

“Notary” means civil law notary Mr. R.M. Rieter or another civil law notary of Bird & Bird LLP in The Hague, or such civil law notary's substitute;

“Notary Letter” means the letter agreement between the Notary, the Seller, the Purchaser, the Company and the other parties specified therein which confirms the flow of funds at and after Completion civil law;

“Notice of Claim” a written notice to the Seller, given by or on behalf of the Purchaser in relation to any Claim and specifying, in reasonable detail, the matter(s) which give rise to the claim, the nature of the claim and (to the extent capable of quantification) the amount claimed in respect thereof (or the Purchaser’s good faith estimate of such amount if such amount cannot be definitively quantified at the time the Notice of Claim is given);

“[*] Claim” means the claim against the Company by [*] in connection with [*] in part number [*] produced by Brabant Alucast The Netherlands Site Heijen B.V. as more fully described in the Disclosure Letter;

“[*] Claim Cap” means EUR 25,000;

“Oss Tax Losses” has the meaning set forth under Clause 18.1.1;

“Outstanding RETT Amount” means an amount equal to the transfer taxes payable in connection with the transfer of the Rijnstraat Site from Brabant Alucast International B.V. to the Company which shall be borne by the Seller or a member of the Seller’s Group (other than the Company or Verres);

“Permitted Leakage” means:

(a) any payments expressly provided for under the terms of the Transaction Documents (including for the avoidance of doubt any amounts to be paid by the Company to Verres in respect of any Post Locked Box Date Lending or otherwise);

(b) any payments to the extent specifically provided for in the Locked Box Accounts;

(c) payment of the [*] Claim Settlement Amount;

(d) any amounts incurred, paid or agreed to be paid or payable or liability, cost or expense incurred in connection with any matter undertaken at the written request of, or with the prior written consent of, the Purchaser;

(e) any payments listed in Schedule 9;

“[*]” means [*] and any other company belonging to the same group;

“[*] Claim” means the alleged claim by [*] regarding the alleged liability of (amongst others) the Company in relation to the [*] (amongst others) the Company by [*] as notified by [*] to the Company on [*] and as more fully described in the Disclosure Letter;

“[*] Claim Cap” means EUR 364,529;

“Post Locked Box Date Lending” means all amounts lent to the Company by the Seller’s Group following the Locked Box Date (excluding any amounts paid by the Seller or the relevant member of the Seller's Group to fund the Outstanding RETT Amount) in connection with the financing of the operating activities of the Company;

“Post Locked Box Date Lending Amount” means the amount of Post Locked Box Date Lending notified to the Purchaser in accordance with Clause 4.5;

“Purchase Order Agreement” means the purchase order agreements between the parties and in the agreed form;

“Purchaser’s Completion Documents” has the meaning given to it in Clause 9.1;

“Purchaser’s Group” means the Purchaser, its Affiliates and Affiliates’ undertakings, any holding company or parent undertaking of the Purchaser and all other Affiliates and Affiliates’ undertakings of any such holding company or parent undertaking as the case may be from time to time (and including, with effect from Completion, the Company);

“Related Party(ies)” means, with respect to any person, (i) who is an individual, his spouse, registered partner or relatives in blood or by marriage or by adoption in the direct line in the first degree ("Family Member"); and (2) any person over which such person or any of his Family Members has Control or which Controls such person or which is under joint or common Control with such person;

“Release Deeds” means the release deeds to be executed by each of the creditors of the Intragroup Loans no later than Completion, releasing in full (upon repayment of the relevant Intercompany Indebtedness owed to such creditor) all rights of pledge and other security rights granted by the Company under or in connection with any Intragroup Loan;

“Request” has the meaning set forth in Clause 18.1(c);

“Resigning Auditor” means BDO;

“Resigning Directors” means Brabant Alucast International B.V., Mr. Jamie Brundell and Mr. Johannes Vorstenbosch;

“Resigning Officer” means any Resigning Director and the Resigning Auditor;

“Rijnstraat Site” means the site located at the Rijnstraat 19, 21 and 27 in Oss as detailed in the Rijnstraat Site Transfer Deed;

“Rijnstraat Site Transfer Deed” means the notarial deed of sale and transfer of the Rijnstraat Site by Brabant Alucast International BV to the Company to be executed between signing and Completion;

“Seller’s Completion Documents” has the meaning given to it in paragraph 2.1 of Schedule 10;

“Seller’s Group” means the Seller, its Affiliates and Affiliates’ undertakings, any holding company or parent undertaking of the Seller and all other Affiliates and Affiliates’ undertakings of any such holding company or parent undertaking as the case may be from time to time (but excluding, with effect from Completion, the Company and further excluding, at all times, any portfolio company of any member of the Seller’s Group);

“SellerWarranties” means those warranties set out in Schedule 5;

“Shares” has the meaning set forth in Recital (B) above;

“Signing Date” means the date of this Agreement;

“Steps Paper” means the “Oss Sale” restructuring step plan prepared by Loyens & Loeff dated January 2018, a copy of which is attached at Schedule 5;

“Subcontracting Agreement” means the subcontracting agreement between the parties and in the agreed form;

“Tax” means (i) any direct or indirect tax, duty, charge, levy or customs duty, including but not limited to corporate income tax, advance corporate income tax, local income tax, advance local income tax, capital gains tax, inheritance tax, value added tax, import or export duties, rates, stamp duty, registration tax, ipo-cadastral taxes, transfer taxes, net worth tax, local tax on immovable properties, tax on the increase of value of immovable properties or real property, municipal tax on land and buildings, regional tax on productive activities, waste disposal tax, custom charges and duties, excise duties, insurance and social security contributions, withholding taxes on wages, fees, passive income or any other required source, or any item of a similar nature; and (ii) any fine, penalty, surcharge, interest or other charge relating to any direct or indirect tax, duty or levy, charge or customs duty;

“Tax Authority” means any governmental or other authority competent to impose Tax on the Company whether in the Netherlands or elsewhere or responsible for the administration and/or collection of Tax from the Company or enforcement of any applicable Law in relation to Tax;

“Tax Return” means any return required to be made to any Tax Authority of income, profits or gains or of any other amounts (such as VAT, wage withholding tax and/or social security contributions) or information relevant for the purposes of Tax, including any necessary attachments thereto;

“Transaction Documents” means this Agreement, the Disclosure Letter, the Bring-Down Disclosure Letter, the Transitional Services Agreement, the Purchase Order Agreements, the Subcontracting Agreement and each of the agreements, arrangements and/or other documents entered into or to be entered into pursuant to this Agreement;

“Transitional Services Agreement” means the transitional services agreement to be finalized and agreed upon by the Parties in accordance with Clause 4.7 below and to be entered into on Completion by, amongst others, the Company, of the first part, and the Seller (and/or a member of the Seller’s Group), of the second part.

“VAT” means VAT means value added tax as defined by Art. 1 of the EU Directive 2006/112/Ce and all indirect taxes of similar nature applicable to supplies of goods/services such as GST, etc.;

“VDR USB” means the usb key, which shall be delivered by the Seller to the Purchase on, or as soon as practicable following, the Signing Date, uploaded with all documents comprised in the virtual data room referenced in the definition of Disclosure Material;

“Verres” has the meaning set forth in Recital (G) above;

“Verres Loan” means the intercompany loan between Verres and the Company in the amount of EUR 10,000;

“Verres SPA” has the meaning set forth in Recital (G) above;

“W&I Insurance Policy” means the warranty and insurance policy executed between the Insurer and the Purchaser on the date hereof, copy of which is attached hereto as Schedule 13;

“[*] Claim Settlement Amount” means an amount of EUR 551,000 paid or payable by the Company in full and final settlement of the claim of [*] in relation to a defective product.

1.2 In this Agreement, unless the context otherwise requires:

(a) references to a “party” mean a party to this Agreement and shall include its permitted assignees (if any) and/or the successors in title to that part of its undertaking which includes this Agreement;

(b) any reference to “writing” or “written” means any method of reproducing words in a legible and non‑transitory form (excluding, for the avoidance of doubt, email);

(c) references to “include” or “including” are to be construed without limitation;

(d) references to a “person” include 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);

(e) words in the singular include the plural and vice versa and a reference to any gender includes all other genders;

(f) the table of contents and headings are inserted for convenience only and do not affect the construction of this Agreement;

(g) references to Recitals, Clauses, paragraphs and Schedules (including any Annexes attached thereto) are (unless the context otherwise requires) to recitals, clauses and paragraphs of, and schedules (including any annexes attached thereto) to, this Agreement and all Recitals and Schedules (including any Annexes attached thereto) form an integral and substantial part of this Agreement;

(h) references to 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;

(i) where any representation or warranty contained in this Agreement (including but not limited to the Seller Warranties) is expressly qualified by reference to the “Seller’s Knowledge” or “as far as the Seller is aware” , this shall mean the knowledge, as of the date hereof and as of the Completion Date, of the Seller and/or the knowledge of any executive and/or senior manager and/or member of the board of directors of the Company and/or statutory auditors of the Seller and/or the Company, after due inquiry; and

(j) in respect of any jurisdiction other than the Netherlands, a reference to any Dutch legal term shall be construed as a reference to the term or concept which most nearly corresponds to it in that jurisdiction. Where in this Agreement words are translated into the Dutch language, the Dutch translation shall prevail in any dispute as to the interpretation of such word.

1.3 The Purchaser shall be entitled to designate an Affiliate incorporated in a country being a member of the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the “Designee”) to purchase the Shares and carry-out the transactions contemplated hereby, in accordance with the following provisions:

(a) such designation will be sufficiently made if notified in writing to the Seller, together with (i) full corporate details and address of the Designee for the purposes of Clause 22, and (ii) the written unconditional acceptance of the Designee, and, upon such acceptance, the Designee shall be considered together with the Purchaser as a Party of this Agreement for all purposes;

(b) the designation pursuant hereto will be notified to the Seller no later than 3 (three) Business Days prior to the Completion Date;

(a) the Designee shall be required to satisfy the reasonable ‘know your customer’ requirements of the Seller prior to the transfer of rights and obligations to the Designee described herein;

(c) the Purchaser shall be jointly and severally liable with the Designee in respect of the payment of the Consideration pursuant to this Agreement and the timely and proper fulfilment of any obligation of the Purchaser arising from, or in connection with, this Agreement until the consummation of the Completion in accordance with the provisions of this Agreement;

(d) subject to (e) below, upon occurrence of Completion (i) the Purchaser shall be automatically released for all purposes from any Purchaser’s obligations, (ii) the Purchaser shall not be considered anymore as a party to this Agreement, and (iii) any reference in this Agreement to the “Purchaser” will be construed and interpreted as an exclusive reference to the Designee except for any reference under Clauses 11 (Non-solicitation undertaking), 12 (Confidentiality and Announcement), 22 (Notices) and 30 (Governing Law and Submission to Jurisdiction), which shall be construed as a reference to both the persons having originally executed this Agreement as Purchaser and the Designee; and

(e) in the event that the Designee fails to make any payment under this Agreement, the Seller shall be able to seek recourse against the Purchaser for such payment.

2. Sale, Purchase and Transfer of the Shares

2.1 Upon the terms and subject to the conditions of this Agreement (including without limitation the Conditions Precedent set forth in Clause 4.1 below), and with effect from Completion and upon consummation thereof, the Seller hereby sells to the Purchaser and the Purchaser hereby purchases from the Seller, full title to, and full ownership of, the Shares, representing as at the Completion Date, 100% (one hundred percent) of the issued and outstanding share capital of the Company, together with all rights which are at the Completion Date attached to them (including, without limitation, the right to receive all dividends, distributions and interest declared, made, accrued or paid on or after the Completion Date).

2.2 On the Completion Date, the Seller shall transfer (leveren) the Shares, free and clear from any Encumbrances, to the Purchaser and the Purchaser shall accept the transfer of such Shares, all in accordance with Clause 5 and Schedule 10.

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

(a) any rights of redemption, pre-emption, first refusal or transfer it may have with respect to the Shares (in whole or in part); and

(b) any rights to acquire the Shares (in whole or in part).

3. Consideration for the Sale and Purchase of the Shares

3.1 Consideration

On the basis of the Locked Box Accounts, the aggregate consideration for the sale and purchase of the Shares and the satisfaction of the Intercompany Indebtedness has been agreed to be an amount in cash equal to EUR 47,246,464 (the “Consideration”).

3.2 Payment of the Consideration and Post Locked Box Date Lending Amount

The Consideration and the Post Locked Box Date Lending Amount shall be paid by the Purchaser in cash on Completion, by irrevocable wire transfer, value date on the Completion Date, as follows:

(a) an amount of EUR 1 (such amount the "Share Consideration") shall be credited to the Notary Account no later than 10.00 am CET on the Completion Date and with value on the Completion Date. The Notary shall hold the Share Consideration in escrow for the Purchaser until execution of the Deed of Transfer, whereafter the Notary shall hold the Share Consideration in escrow in accordance with the Notary Letter;

(b) an amount equal to EUR 47,246,463 less any Leakage and less any Outstanding RETT Amount notified under Clause 4.5 and which has not been funded by the Seller (or the relevant member of the Seller's Group) to the Company before Completion (the “Intercompany Pay-Off Amount”) shall be paid into

the Notary Account no later than 10.00 am CET on the Completion Date for settlement in accordance with the terms of the Notary Letter and the Indebtedness Schedule and with value on the Completion Date for the purposes of satisfaction of the Intercompany Indebtedness (and shall absolutely discharge the Company for any liability against any member of the Seller’s Group in respect of the Intercompany Indebtedness and the Intercompany Indebtedness). The Notary shall hold the Intercompany Pay-Off Amount in escrow for the Purchaser until execution of the Deed of Transfer, whereafter the Notary shall release the Intercompany Pay-Off Amount in accordance with the Notary Letter; and

(c) the Post Locked Box Date Lending Amount shall be paid into the Designated Account in repayment of all Post Locked Box Date Lending (and the payment of such amount into the Designated Account shall absolutely discharge the Company from any liability against any member of the Seller’s Group in connection with the Post Locked Box Date Lending); and

For the avoidance of any doubt, an example calculation of the Consideration is attached hereto as Schedule 16.

3.3 Discharge of the Purchaser

Payment of the Share Consideration and the Intercompany Pay-Off Amount into the Notary Account shall constitute an absolute discharge of the Purchaser’s obligations to pay the Consideration under this Agreement and the Purchaser shall not be concerned with any subsequent payments from the Notary Account to satisfy the Company’s liabilities with regard to any Intercompany Agreements (including the Intercompany Indebtedness), it being understood that the Seller shall hold the Company fully harmless and indemnified in respect of any claims made towards the Company by any member of the Seller’s Group under any Intercompany Agreements.

4. Conditions to Completion and other Preliminary Actions

4.1 Conditions Precedent

The obligation of the parties to proceed with the Completion pursuant to this Agreement is conditional upon the fulfilment by and no later than the Long Stop Date (as defined below), of the following conditions precedent (the “Conditions Precedent”):

4.1.1 the sale and purchase of the Shares pursuant to this Agreement and all other relevant transactions contemplated hereby, as well as by the Verres SPA, shall have been approved, cleared or granted an exemption by the German Antitrust Authority (the approvals, clearances and exemptions contemplated above are hereinafter collectively referred to as the “Clearance”);

4.1.2 (to the extent that such transfer has not occurred prior to the date hereof) full legal ownership of the real estate located at Rijnstraat 19, 5347 KL Oss, the Netherlands (the “Rijnstraat Site”) having been unconditionally transferred from Brabant Alucast International B.V. to the Company, free and clear from any Encumbrances; and

4.1.3 any and all conditions precedent set forth under the applicable provisions of the Verres SPA shall have been fulfilled.

4.2 The Clearance

As soon as practicable following the date of this Agreement and, in any event, by no later than four (4) Business Days following the Signing Date, the Purchaser shall duly file all applications, requests and other documents that are required to obtain the Clearance; the Purchaser shall use its best endeavours, and shall take all steps necessary, to obtain the Clearance as soon as possible following the Signing Date and shall keep the Seller informed in a timely fashion of all steps taken pursuant hereto, and the Seller shall (and shall cause the Company to) actively provide assistance and cooperate with the Purchaser for the preparation of the documents to be filed and for the obtainment of the Clearance as soon as possible.

Furthermore, the Purchaser agrees that in the period comprised between the Signing Date and the Long Stop Date it shall not, and shall procure that no relevant member of the Purchaser’s Group shall, acquire any business which competes with, supplies or is a customer to the Company and/or Verres and which would or might reasonably be expected to prejudice or delay the outcome of the process to obtain the Clearance.

4.3 Effects

If any of the Conditions Precedent is not fulfilled on or prior to 30 June 2018 (the “Long Stop Date”), this Agreement shall automatically terminate and the Parties shall be released from all obligations hereunder except for any rights or obligations arising under Clauses 12, 14, 22 and 30 below.

4.4 Other Preliminary Actions

On or prior to the Completion Date and effective as of such date, the Seller will procure:

(a) the termination by mutual consent and in the agreed terms of the Intercompany Agreements and the transfer to the Company of the full title and ownership of the Leased Equipment, free from any Encumbrances; and

(b) the termination by mutual consent and in the agreed terms of the Management Services Agreements.

It is further agreed that, between the Signing Date and the Completion Date, the parties shall promptly discuss, acting in good faith, and finalize the terms of the Transitional Services Agreement, and the Subcontracting Agreements on the basis of the draft of such agreement attached hereto as Schedule 12.

4.5 Information to be provided on the apportionment of the Intercompany Indebtedness, Leakage, Post-Locked Box Date Lending

No later than five (5) Business Days prior to the Completion Date, the Seller shall deliver a written statement (the “Indebtedness Schedule”) to the Purchaser setting out:

(i) details of the apportionment of the Intercompany Pay-Off Amount between Project Horizon Cooperatief U.A., Brabant Alucast International B.V. (it being acknowledged that such amounts will be settled via the Notary Account on the Completion Date in accordance with the terms of the Notary Letter; and

(ii) the exact amount of Leakage from the Locked Box Date (not included) up to and including the Completion Date, provided that if the Seller fails to inform the Purchaser of any Leakage in accordance herewith, the Seller shall be liable to the Purchaser for such Leakage pursuant to Clause 7 below; and

(iii) the Post Locked Box Date Lending Amount.

4.6 Intercompany Trading Balances

The Purchaser acknowledges that certain bona fide intercompany trading activities are carried out between the Company and certain members of the Seller’s Group in relation to the conduct of its business and the business of the Seller’s Group and that amounts in respect of such intercompany trading arrangements are periodically payable by the Company to members of the Seller’s Group in payment for goods supplied to the Company by such members of the Seller’s Group. The Purchaser acknowledges that: (i) payments of Intercompany Trading Amounts by the Company consistent with past practice shall not require consent from the Purchaser under Clause 10; (ii) shall not constitute Leakage; and (iii) these intercompany arrangements are anticipated to continue following the Completion Date in accordance with the terms of the Transitional Services Agreement, the Subcontracting Agreements and any documents ancillary thereto.

5. Completion

5.1 Completion shall take place at the offices of the Notary at the Zuid-Hollandplein 22, 2596 AW The Hague, the Netherlands, at 10 a.m., on the 5^th (fifth) Business Day following the date on which all the Conditions

Precedent set forth in Clause 4.1 shall have been fulfilled (the “Completion Date”), or at such other place, date and time as the parties may hereafter agree in writing.

5.2 At Completion and following receipt by the Notary of the Consideration the Seller and the Purchaser shall comply with their respective obligations set out in Schedule 10.

5.3 If the obligations of the Seller or the Purchaser under Schedule 10 are not complied with on the Completion Date in any material respect, the Purchaser (in the case of default by the Seller) or the Seller (in the case of a default by the Purchaser) shall be entitled (in addition to and without prejudice to all other rights and remedies available) by written notice to the Purchaser or the Seller, as the case may be:

(a) to defer Completion for a period of up to ten (10) Business Days (provided always that such date is prior to the Long Stop Date) so that the provisions of this Clause 5 shall apply to Completion as so deferred;

(b) to require the parties to proceed to Completion as far as practicable, having regard to the defaults which have occurred; and

(c) subject to Completion having first been deferred for a period of at least ten (10) Business Days under Clause 5.3(a) and the parties having used reasonable endeavours to effect Completion during that period, to terminate this Agreement by notice in writing to the Purchaser or the Seller, as the case may be.

5.4 All amounts expressed to be payable to the Seller pursuant to any provision of this Agreement shall be paid (without set-off or deduction) to the Designated Account, and the receipt of each such amount in the Designated Account 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.

5.5 The Notary is a partner of Bird & Bird LLP, the firm of the external legal advisors to the Purchaser. The Seller acknowledges that it is aware of the relevant provisions of the Ordinance Interdisciplinary Cooperation (Verordening Interdisciplinaire Samenwerking) and the articles 19 through 22 of the Professional Code of Conduct (Verordening Beroeps- en Gedragsregels) of the Royal Professional Organisation of Civil Law Notaries (Koninklijke Notariële Beroepsorganisatie). The Seller hereby acknowledges and agrees that the Notary may advise and act on behalf of the Purchaser with respect to this Agreement, and any agreements and/or any disputes related to or resulting from this Agreement.

5.6 All actions and transactions constituting the Completion pursuant to this Agreement (including, without limitation, this Clause 5 and Schedule 10), as well as all actions and transactions constituting the Completion under the Verres SPA, shall be regarded as one single transaction so that, at the option of the party having interest in the performance of the relevant specific action or transaction, no action or transaction constituting the Completion shall be deemed to have taken place if and until all other actions and transactions constituting the Completion shall have been properly performed in accordance with the provisions of this Agreement and of the Verres SPA.

6. Seller Warranties

6.1 Prior to the Signing Date, the Purchaser has conducted a due diligence review regarding the Company (the “Due Diligence Review”). In connection therewith, the Purchaser and its advisors have had access to the Disclosure Material.

6.2 The Seller makes to the Purchaser the Seller Warranties contained in Schedule 5, which are save as provided in Clause 6.4 below, true and accurate as of the date hereof and, save as provided in Clause 6.4 below, true and accurate as of the Bring-Down Date.

6.3 The Seller and the Purchaser acknowledge that the Seller Warranties are completely autonomous promises and agree that the applicability of sections 7:17 and 7:20 up to an including 7:23 of the Dutch Civil Code is hereby

excluded. As a particular consequence, inter alia, the Seller shall be liable for any Loss arising due to a breach of any of the Seller Warranties pursuant to the terms and conditions and subject to the limitations provided for in this Agreement (including, without limitation, this Clause 6 and Clauses 7 and 8 below), without being subject to or limited by, under any respects or circumstances, the Dutch Civil Code, it being understood that the validity and enforceability of such obligation in strict compliance with the provisions hereof constitutes an essential and determining factor of the Purchaser’s consent to purchase the Shares on the terms and conditions set out in this Agreement.

6.4 Each Seller Warranty is given subject to all facts, matters and information Disclosed (or deemed to be Disclosed) in the Disclosure Letter. For the avoidance of doubt: (i) information contained in the Disclosure Letter is required to meet the standard of Disclosure set out in Clause 1.1 of this Agreement in order to be considered to be considered Disclosed for the purposes of this Agreement; (ii) the Seller shall not be liable for any breach of any Seller Warranty to the extent that the facts, matters or circumstances which form the basis of such breach have been Disclosed and (iii) the contents of all other Schedules of this Agreement shall not be considered Disclosed for the purposes of this Agreement and therefore shall neither limit nor exclude the liability of the Seller.

6.5 Each Seller Warranty shall be given on the Bring-Down Date subject to all facts, matters and information Disclosed in the Bring-Down Disclosure Letter and, accordingly, the Seller shall not be liable for any breach of any Seller Warranty to the extent that the facts, matters or circumstances which form the basis of such breach in respect of matters which occur following the execution of this Agreement are Disclosed in the Bring-Down Disclosure Letter and the Purchaser (acting reasonably) accepts in writing such additional Disclosure. It is acknowledged and agreed by the Seller that the only matters which may be validly Disclosed in the Bring-Down Disclosure Letter will be facts, matters or circumstances which occurred following the execution of this Agreement.

6.6 If, between the Signing Date and the Completion Date, the Seller becomes aware of the occurrence - following the Signing Date - of any events or circumstances which may cause any of the Seller Warranties to become untrue or misleading, the Seller shall Disclose such matters to the Purchaser in writing as soon as reasonably practicable following the Seller becoming aware of any such events or circumstances.

6.7 Unless expressly provided in this Agreement, each of the Seller Warranties shall be separate and independent and shall not be limited by reference to any other Seller Warranty, Clause, paragraph or other section of this Agreement.

6.8 It is further acknowledged and agreed by the Seller that the fraudulent or wilful concealment by any of Jamie Brundell, James McComasky, Hans Vorstenbosch, Ariana Lachello and Stefano Bruni at the date of this Agreement of any matter which occurred prior to execution of this Agreement which would or might reasonably be expected to result in a breach of Warranty and a Loss to the Company in excess of EUR 750,000 and of which the Purchaser becomes aware prior to the Completion Date shall entitle the Purchaser, on written notice to the Seller, to terminate this Agreement (as well as the Verres SPA) prior to Completion and effective as at the date of the termination notice, and the parties shall be fully released from any of their respective all obligations hereunder, except for any rights or obligations arising under Clauses 12, 14, 22 and 30 below, and in any event without prejudice to any right of, or remedy available to, either party in connection with the breach by the other party of any of its obligations hereunder occurred prior to the date of termination of this Agreement.

7. Special Indemnities

7.1 The Seller shall indemnify and hold harmless the Purchaser on a EUR per EUR basis in respect of any and all Losses suffered by the Company and/or the Purchaser in connection with the following (the “Special Indemnities”):

(i) any Leakage Claim, in respect of which the provisions of Clauses 7.2 and 7.3 below shall apply;

(ii) any breach by the Seller of any Fundamental Warranties, in respect of which the provisions of Clause 7.4 below shall apply;

(iii) the [*] Claim in respect of which the provisions of Clause 7.6 shall apply; and

(iv) the [*] Claim in respect of which the provisions of Clause 7.5 shall apply;

and provided that, for the sake of clarity, the Seller’s indemnification obligations referred to in this Clause 7.1 will not be subject to any limitations under Clause 8 below and the Purchaser shall have a direct right of recourse against the Seller in relation to the Special Indemnities. For the avoidance of doubt, the amount of any Loss to be indemnified by the Seller hereunder shall not be subject to any of the monetary limitations set out in Clause 8.4 nor count against such figures.

7.2 Leakage Claims

Notwithstanding anything to the contrary provided for herein (other than Clause 8.8), the Seller shall be liable and shall indemnify the Purchaser in respect of any Leakage Claim in respect of which Notice of Claim is given in accordance with the terms of this Agreement (a “Notice of Claim”), not later than six (6) months following the Completion Date (the “Leakage Claim Period”) under the penalty of forfeiture, provided however that the Seller’s obligations under this Clause 7.2 shall survive the expiry of the time limit provided above in respect of any Leakage Claim where Notice of Claim has been given on or prior to the expiry of the Leakage Claim Period and provided further that the Seller shall have no liability for any Leakage Claim for which a Notice of Claim is issued if legal proceedings in respect of such Leakage Claim are not commenced within six (6) months of the date of Notice of Claim.

7.3 Handling of Leakage Claims

If any event occurs which the Purchaser believes that could give rise to the Seller’s liability under Clause 7.1(i), the following provisions shall apply.

7.3.1 Within and not later than 10 (ten) Business Days after the Purchaser becoming aware of the occurrence of such event, the Purchaser shall promptly give a Notice of Claim to the Seller, provided that - for the sake of clarity - failure of Purchaser to provide a timely Notice of Claim shall not reduce or otherwise impact the Seller’s liability for the Leakage Claim unless the Seller suffers direct prejudice as a result of such failure or delay and in such case, only to the extent of any such prejudice provided always that Notice of Claim is given within the Leakage Claim Period.

7.3.2 The Seller shall have the right to challenge in writing the Notice of Claim within 20 (twenty) Business Days from the receipt thereof, by giving the Purchaser a notice specifying the subject matter of the Seller’s disagreement and its reasons, together with all reasonable details thereto (a “Notice of Disagreement”), provided that, if the Seller fails to timely challenge such Notice of Claim within the term provided in this Paragraph any claims of the Purchaser contained therein shall be deemed expressly acknowledged and accepted by the Seller, and the Seller shall pay the Purchaser the amount specified in such Notice of Claim within, and no later than, the expiry of the 10th (tenth) Business Day period referred to in paragraph 7.3.1 above.

7.3.3 With respect to any Notice of Claim which is the subject of a Notice of Disagreement, during a period of 10 (ten) Business Days following receipt by the Purchaser of the Notice of Disagreement, the Seller and the Purchaser will attempt to resolve amicably and in good faith any differences that they may have with respect to any matters constituting the subject matter of such Notice, with a view to reaching an amicable agreement in respect of such matters. If, at the end of such period (or any mutually agreed upon extension thereof), the Seller and the Purchaser fail to reach agreement in writing with respect to all such matters, then all matters as to which agreement is not so reached (each a “Leakage Dispute”) may, thereafter, be submitted to the final determination of an independent appraiser to be jointly selected by the parties, or alternatively - failing the parties’ agreement - to be appointed by the then Chairman of the Netherlands Institute of Chartered Accountants (Nederlandse Beroepsorganisatie van Accountants; NBA) upon request by the most diligent party (the “Expert”).

7.3.4 The Expert (1) shall consider only the Leakage Disputes, (2) shall act promptly to resolve all such disputes, (3) shall comply with the applicable provisions of this Agreement, (4) shall be empowered to act as an arbitrator only to the extent strictly required to resolve the Leakage Disputes and (5) its determinations with respect thereto shall be final, conclusive and binding upon the Purchaser and the Seller in accordance with the provisions of paragraph 7.3.6 below and shall not be subject to appeal. Upon resolution by the Expert of all Leakage Disputes, the Expert shall prepare and deliver to the parties its determinations with respect to each Leakage Dispute.

7.3.5 Any Leakage Claims in respect of which no Notice of Disagreement shall have been notified by the Seller to the Purchaser in accordance with paragraph 7.3.2 or which shall have been amicably settled between the parties pursuant to paragraph 7.3.3 and/or determined pursuant to paragraph 7.3.5 preceding, shall be final, conclusive and binding upon the Purchaser and the Seller.

7.3.6. Without prejudice to the provisions of paragraph 7.3.5, the settlement of determination of any Leakage Claim with regard to a particular item shall not be deemed or otherwise construed as limiting, reducing or adversely affecting the rights of the Purchaser under this Agreement in respect of any other Leakage Claim or other matter which is not the subject of such settlement or determination.

7.3.7 All fees and disbursements of the Expert due in connection with the provision of the services contemplated under this Clause 7.3 shall be equally shared between the Seller and the Purchaser or as may otherwise be determined by the Expert.

7.4 Fundamental Warranty Claims

Notwithstanding anything to the contrary provided for herein (other than Clause 8.8), the Seller shall be liable and shall indemnify the Purchaser on a EUR per EUR basis in respect of any Losses suffered by the Company and/or the Purchaser in connection with any actual breach, untruthfulness, incorrectness and/or inaccuracy of any Fundamental Warranties in respect of which a Notice of Claim is given to the Seller not later than three (3) years following the Completion Date; and provided that:

(a) the Seller’s obligations under this Clause 7.4 shall survive the expiry of the time limit provided above in respect of any breach, untruthfulness, incorrectness and/or inaccuracy of the Fundamental Warranties referred to therein where a Notice of Claim is given within such three (3) year period, provided further that the Seller shall have no liability for any Fundamental Warranty Claim for which Notice of a Claim is issued if legal proceedings in respect of such Fundamental Warranty Claim are not commenced within nine (9) months of the date of Notice of Claim;

(b) the Seller’s aggregate liability pursuant to this Clause 7.4 shall not exceed the amount of the Consideration;

(c) the provisions of Clauses 8.10 and 8.11 below shall apply mutatis mutandis to the handling of any related Claims between the parties.

7.5 [*] Claim

7.5.1 Notwithstanding anything to the contrary provided for herein (other than Clause 8.8), the Seller shall be liable and shall indemnify the Purchaser for a period of twelve (12) months from the Completion Date, on a EUR per EUR basis, in respect of any Losses (up to the amount of the [*] Claim Cap) suffered by the Company and/or the Purchaser in connection with the [*] Claim.

7.5.2 In the event that the Company or the Purchaser receives any claim from [*] regarding the subject matter of the [*] Claim within the twelve (12) month period referenced in Clause 7.5.1 above, the Seller shall be entitled to assume (at the Seller’s expense) sole conduct of the [*] Claim, provided however that (i) the Seller shall inform the Purchaser of any meeting, development and material information with regard to the [*] Claim (allowing a representative of the Purchaser or the Company to attend such meetings as an observer) and (ii) in case of court proceedings brought by [*] against the Company, this latter shall be entitled to appoint (at its

expense) legal counsel of its choosing to defend the claim, it being understood that to the extent permitted by the Lawthe Seller shall retain the primary conduct of any derivative and principal [*] Claim.

7.5.3 The Purchaser undertakes that it shall not (and, from the Completion Date, shall procure that the Company does not) take any action which would or might reasonably be expected to frustrate, delay or increase the liability of the Company in respect of the [*] Claim.

7.5.4 The Purchaser shall (and, from the Completion Date, shall procure that the Company shall) keep the existence of the indemnification provisions detailed in Clause 7.5.1 above strictly confidential and shall not disclose to [*], its affiliates or any of its or their officers, employees, agents, consultants or advisers that such indemnification has been given.

7.6 [*] Claim

7.6.1 Notwithstanding anything to the contrary provided for herein (other than Clause 8.8), the Seller shall be liable and shall indemnify the Purchaser for a period of twelve (12) months from the Completion Date, on a EUR per EUR basis, in respect of any Losses (up to the amount of the [*] Claim Cap) suffered by the Company and/or the Purchaser in connection with the [*] Claim.

7.6.2 In the event that the Company or the Purchaser receives any claim from [*] regarding the subject matter of the [*] Claim within the twelve (12) month period referenced in Clause 7.6.1 above, the Seller shall be entitled to assume (at the Seller’s expense) sole conduct of the [*] Claim and shall keep the Purchaser informed of any developments and material information with regard to the [*] Claim.

7.6.3 The Purchaser undertakes that it shall not (and, from the Completion Date, shall procure that the Company does not) take any action which would or might reasonably be expected to frustrate, delay or increase the liability of the Company in respect of the [*] Claim.

7.6.4 The Purchaser shall (and, from the Completion Date, shall procure that the Company shall) keep the existence of the indemnification provisions detailed in Clause 7.6.1 above strictly confidential and shall not disclose to [*], its affiliates or any of its or their officers, employees, agents, consultants or advisers that such indemnification has been given.

7.7 Exclusive Remedy

The Purchaser acknowledges and agrees that, except in case of fraud (fraude) or fraudulent or wilful concealment, to the maximum extent permitted under Dutch law the rights and remedies under this Clause 7 in connection with any breach by the Seller of any Seller Warranties shall be exclusive and in lieu of any other right, action, defence, claim or remedy which, but for this Clause 7.7, would be available to the Purchaser under any applicable Law or otherwise in connection with, or as a consequence of, any of the Seller Warranties being untrue or inaccurate. In particular, but without limitation, except in case of fraud (fraude) or fraudulent or wilful concealment and subject to the provisions of Clause 8.8 below, to the maximum extent permitted under Dutch law no inaccuracy of any of the Seller Warranties shall entitle the Purchaser to rescind or terminate this Agreement or to refuse to effect the Completion or to perform its obligations under this Agreement, prior to, on, or after the Completion Date.

8 Limitation of Seller’s Liability

8.1 W&I Insurance Policy

The parties acknowledge that the Purchaser has entered into the W&I Insurance Policy in order to obtain further protection in the event of a breach of the Insured Warranties. The parties thus agree that with regard to the Seller Warranties:

(a) the Seller shall only be directly liable towards the Purchaser with regard to the Special Indemnities;

(b) other than the residual liability provided under Clause 8.2 below, with regard to the Insured Warranties, the Seller shall not have any liability towards the Purchaser, or the Purchaser be entitled to any actions against the Seller, in each case in respect of any Claim, irrespective of whether a Loss would be covered by the W&I Insurance Policy (and, if executed, the Environment Insurance Policy), except in case such Claim (i) is based on fraud (fraude), or fraudulent or wilful concealment on behalf of the Seller or any member of the Seller’s Group and their respective Related Parties; and

(c) except as otherwise provided under this Agreement (including Clause 7.1 above), the Purchaser’s sole recourse for any breach by the Seller of the Insured Warranties shall be against the W&I Insurance Policy (and/or, if executed, the Environment Insurance Policy) in accordance with its terms, whether or not the W&I Insurance Policy (and/or, if executed, the Environment Insurance Policy) is actually effected by the Purchaser or remain in existence. Any failure by the Purchaser to effect the W&I Insurance Policy (and/or, if executed, the Environment Insurance Policy) or to maintain any of them, or any waiver or termination of that polic(y)(ies) at any time, shall not operate to increase the liability of the Seller.

8.2 Seller’s Residual Liability

Subject to Clause 8.1, the Seller shall be liable in respect of any Losses suffered by the Company and/or the Purchaser in connection with any breach, untruthfulness, incorrectness and/or inaccuracy of the Insured Warranties in respect of which a Notice of Claim is given to the Seller by, or on behalf of, the Purchaser, not later than twelve (12) months following the Completion Date; and provided that:

(a) the Seller’s obligations under this Clause 8.2 shall survive the expiry of the time limit provided above in respect of any breach, untruthfulness, incorrectness and/or inaccuracy of the Insured Warranties where a Notice of Claim is given to the Seller prior to the expiry of such twelve (12) month period (it being understood that, in respect of contingent liabilities, the Purchaser shall be entitled to specify the amount claimed also after the expiry of the time limits set forth herein);

(b) the Seller’s aggregate liability pursuant to this Clause 8.2 shall not exceed EUR 472,464;

(c) the Purchaser shall have immediate right of recourse against the Seller in accordance with Clauses 8.11 and 8.12 below, without need to exhaust the claim procedure in accordance with the W&I Insurance Policy or the Environment Insurance Policy.

8.3 Monetary Limitations: De Minimis and Threshold

Without prejudice to any applicable Law to the contrary notwithstanding, the Seller shall not be liable for any Loss for any breach of the Insured Warranties:

(a) where the amount due in connection with any single occurrence giving rise to a Loss pursuant thereto does not exceed EUR 47,246 (forty seven thousand two hundred and forty six Euros) (the “De Minimis”), unless the single occurrence giving rise to a Loss is part of a series of occurrences of the same kind arising out of the same or similar set of facts exceeding, in aggregate, EUR 47,246 (forty seven thousand two hundred and forty six Euros); or

(b) the aggregate of all amounts that would otherwise be due in respect of breaches of Insured Warranties does not exceed EUR 472,464 (the “Threshold”), provided that, if said threshold is exceeded, the Seller shall be liable for the entire amount due pursuant to Clause 7.1 above (and not only the amount exceeding the Threshold).

8.4 Time Limitations

The Seller shall not be liable pursuant to Clause 7.1 above unless a Notice of Claim is given by or on behalf of the Purchaser to the Seller:

(a) in respect of any actual or alleged breach, untruthfulness, incorrectness and/or inaccuracy of the Insured Warranties (other than the Insured Warranties referred to in paragraph (b) below) no later than 24 (twenty-four) months after the Completion Date; or

(b) in respect of any actual or alleged breach, untruthfulness, incorrectness and/or inaccuracy of the Insured Warranties referred to in paragraphs 11 (Environmental Matters), 14 (Permits), 15 (Insolvency), 18 (Employees, Agents and Consultants), 22 (Tax) of Schedule 5 no later than the 60^th (sixtieth) Business Day after the expiry of the statute of limitation applicable to the situations constituting the subject matter of such Insured Warranties or giving rise to the payment obligation,

provided, however, that:

(i) the Seller’s liability in respect of any breach, untruthfulness, incorrectness and/or inaccuracy of any Insured Warranty shall expire on the date which is twelve (12) months after the Completion Date save in respect of any matter in respect of which a Notice of Claim has been given prior to such date (subject always to Clause 8.6(e)); and

(ii) in respect of contingent liabilities, the Purchaser shall be entitled to specify the amount claimed also after the expiry of the time limits set out in this Clause 8.4.

8.5 Other Compensation

The Seller 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 (including by any insurers or other parties) without cost to neither the Purchaser nor the Company.

8.6 General Exclusions

No liability (whether in contract, tort or otherwise) shall attach to the Seller in respect of any Claim to the extent that:

(a) the Claim or the events giving rise to the Claim would not have arisen but for an act, omission or transaction of the Purchaser’s Group, otherwise than in the ordinary course of trading of the Group as at presently carried on, or which would not have arisen but for any claim, election or surrender or disclaimer made or omitted to be made or notice or consent given or omitted to be given by the Purchaser’s Group under the provisions of any statutes relating to Tax;

(b) the Claim occurs or is increased as a result of:

(i) any change in the accounting principles or practices of the Purchaser introduced or having effect after the Completion Date; or

(ii) any increase in the rates of Tax made after the Completion Date; or

(iii) any change in Law or regulation or in the interpretation or administration of any Authority, in each case, not actually in force at the Completion Date; or

(c) the Claim is for Tax which arises in respect of the ordinary course of business of the Company after the Completion Date;

(d) the Claim relates to a claim or liability for Tax and would not have arisen but for any winding-up or cessation after Completion of any business or trade carried on by the Purchaser’s Group;

(e ) legal proceedings in respect of any Claim are not commenced within six (6) months of the date of Notice of Claim.

8.7 Provisions in the Locked Box Accounts - Contingent Assets

The Seller shall not be liable under this Agreement in respect of any Claim to the extent that the Locked Box Accounts include any provision which specifically relates to the facts, circumstance or matters giving rise to any such Claim.

8.8 No Double Recovery

The Purchaser shall not be entitled to recover more than once in respect of the same Loss.

8.9 Fraud (fraude) or gross negligence (grove nalatigheid)

None of the limitations in this Clause 8 shall apply to any Claim which arises or is increased, or to the extent to which it arises or is increased, as the consequence of, or which is delayed as a result of, fraud (fraude) or gross negligence (grove nalatigheid) by, or wilful concealment by, or on behalf of the Seller, any member of the Seller’s Group or any of their respective Related Persons.

8.10 Handling of Claims

Subject to Clauses 7.4, 8.1 and 8.2, if any event occurs which the Purchaser believes that could give rise to the Seller’s liability under Clause 7 and in respect of which the Purchaser has immediate right of recourse against the Seller in accordance herewith, the following provisions shall apply.

8.10.1 Within and not later than 30 (thirty) Business Days after the Purchaser becoming aware of the occurrence of such event, the Purchaser shall give to the Seller a Notice of Claim, and shall provide all reasonable particulars thereof, including (i) the nature of the Claim, (ii) the amount of Losses constituting the subject matter of the Claim hereunder (to the extent known or reasonably computable at the date of such notice), and (iii) the provision(s) of this Agreement on the basis of which such amount is claimed. The Notice of Claim shall also specify whether it arises from a claim by a person (including, for the avoidance of doubt, any notice by any public Authority of any actual or alleged infringement of any Law) against the Purchaser or the Company (a “Third Party Claim”) or whether the Notice of Claim is asserted directly by the Purchaser (a “Direct Claim”). For sake of clarity, the failure of Purchaser to provide a timely Notice of Claim pursuant to this Agreement shall not reduce or otherwise impact the Seller’s liability for such Claim unless the Seller suffers direct, material prejudice as a result of such failure or delay and in such case, only to the extent of any such prejudice.

8.10.2 The Seller shall have the right to challenge in writing the Notice of Claim within 30 (thirty) Business Days from the receipt thereof, specifying the subject matter of the Seller’s disagreement and its reasons, together with all reasonable details thereto, provided that, if the Seller fails to timely challenge such Notice of Claim within the term provided in this Paragraph, without prejudice to any other right or remedy of the Purchaser, any claims of the Purchaser contained therein shall be deemed expressly acknowledged and accepted by the Seller, and the Seller shall pay the Purchaser the amount specified in such Notice of Claim within, and no later than, the tenth (10^th) Business Day following the expiry of the 30 Business Day period referred to above.

8.10.3 With respect to any Notice of Claim, during a period of 20 (twenty) Business Days following the notice by the Seller under the preceding paragraph 8.10.2, the Seller and the Purchaser will attempt to resolve amicably and in good faith any differences that they may have with respect to any matters constituting the subject matter of such notice, with a view to reaching an amicable agreement in respect of such matters. If, at the end of such period (or any mutually agreed upon extension thereof), the Seller and the Purchaser fail to reach agreement in writing with respect to all such matters, then all matters as to which agreement is not so reached may, thereafter, be submitted to arbitration pursuant to Clause 30.2.

8.11 Handling of Third Party Claims

If a Notice of Claim is a result of a Third Party Claim, the following provisions shall apply:

8.11.1 The Seller shall have the right to participate, and, to the maximum extent permitted by Law, join, at its own expenses, through counsel appointed in its name and on its behalf (which counsel shall be reasonably satisfactory to the Purchaser), in the defense of any Third Party Claim asserted or initiated against the Company and/or the Purchaser constituting the subject matter of a Notice of Claim. The Seller will cooperate with the Purchaser in the preparation for and the prosecution of the defense of such claim, action, suit or proceeding, including making available evidences within the control of the Seller;

8.11.2 to the extent that the Seller has accepted in writing to indemnify the Purchaser in relation to a Notice of Claim relating to a Third Party Claim, the Purchaser shall not, and shall cause the Company (as applicable) not to, make or accept any settlement of any claim, action, suit or proceeding asserted or initiated against the Purchaser, and/or the Company constituting the subject matter of such Notice of Claim or, as the case may be, having resulted from any such claim, action, suit or proceeding, without the Seller’s prior written consent, which consent shall not be unreasonably withheld or delayed; and

8.11.3 to the extent that the Seller has accepted in writing to indemnify the Purchaser in relation to a Notice of Claim relating to a Third Party Claim, and if a firm offer is made to the Company or the Purchaser to settle any matter giving rise to the Seller’s liability under Clause 7 that the Seller, but not the Purchaser, is willing to accept, the Purchaser and/or the Company (as the case may be) shall be free not to enter into such settlement and to commence or continue litigation, at its/their own expense, but the Seller’s liability under Clause 7 shall be limited to the amount of the proposed settlement, except to the extent such settlement contained non-financial obligations to which the Purchaser reasonably objected, in which case no such limitation of Seller’s liability shall apply.

9 Purchaser’s Warranties and Undertakings

9.1 The Purchaser warrants to the Seller that the statements set out below are true and accurate as at the date of this Agreement:

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

(b) 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”);

(c) 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;

(d) the Purchaser is acting as principal and not as agent or broker for any other person and no other person than the Purchaser will be interested in the Shares;

(e) it is not insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to it nor has it entered into any winding-up, liquidation or analogous procedure;

(f) the Purchaser has available cash and/or ‘certain funds’ commitments or facilities enabling the Purchaser to perform its obligations hereunder;

(g) neither the execution and delivery of this Agreement by the Purchaser nor the performance by the Purchaser of the Transaction and its obligations hereunder violates any provision of the by-laws of the Purchaser or, as far as the Purchaser is aware, any law or judgement applicable to the Purchaser;

(h) as far as the Purchaser is aware, save for the Clearance, no filing or registration with, no notice to and no permit, authorization, consent or approval of any third party or any Authority is necessary for the consummation by the Purchaser of the Transaction.

10 Interim Management

10.1 Undertaking of the Seller

Except as otherwise expressly provided in other provisions of this Agreement, during the period comprised between the Signing Date and the Completion Date (both dates included, the “Interim Period”), the Seller shall cause the business of the Company to be properly conducted, in its ordinary course, including the management of the net financial position and of the working capital, in a prudent and customary manner, with a view to preserving the goodwill thereof and without entering into any agreement, or incurring any obligation, liability or indebtedness or taking any other action which exceeds the limits of the ordinary conduct of business, and/or which might reasonably be expected to be detrimental to the Company and/or the Purchaser. In particular, subject to the exceptions referred to hereinabove, the Seller shall cause the Company not to do any of the following actions without the prior written consent of the Purchaser (whose consent shall not be unreasonably denied):

(a) make any substantial change in the nature or organization of its business;

(b) discontinue or cease to operate all or a material part of its business;

(c) amend its Articles, or pass any resolution that is inconsistent with their provisions;

(d) create, allot or issue any share capital or loan capital;

(e) create, issue or grant any option or right to subscribe for, any share capital, premium, reserves or loan capital;

(f) repay, redeem or reduce any share capital;

(g) purchase, sell, transfer, encumber, license (as licensor or licensee) or otherwise acquire or dispose (whether by one transaction or by a series of transactions) of any tangible or intangible assets, business or undertakings having a unit value in excess of EUR 25,000 (twenty five thousand) or, anyway in aggregate in excess of EUR 150,000 (one hundred fifty thousand);

(h) acquire, dispose of (in any form and manner), or Encumber, any participations in the equity of other companies or acquire, dispose of, or lease (as lessor or lessee) any asset, business or going concern thereof;

(i) enter into, amend, or terminate any agreement involving expenditure of any kind by the Company in excess of EUR 25,000 (twenty five thousand) per annum (except for orders of raw materials, packaging materials, transportation or logistic services or other inputs in the ordinary course of business), or having a duration extending 3 (three) months beyond the Completion Date;

(j) enter into, amend or terminate any agreements with suppliers and/or customers in such a way as to result in a material detriment to the Company;

(k) make or incur any new capital expenditure in excess of the aggregate amount of EUR 50,000 (fifty thousand), except for those which should be required to assure the ordinary functioning of the production activity of the Company or for those detailed in the business plan of the Company;

(l) enter into any new loan or incur any other new bank indebtedness (other than by bank overdraft, or similar facility in the ordinary course of business and within the limits subsisting at the date hereof) or incur any other indebtedness, in each case in excess of EUR 25,000;

(m) utilize existing credit facilities for amounts which are in excess of the aggregate amount of EUR 50,000 (fifty thousand); or amend, cancel or cause the acceleration of, any credit facilities, loans, financing agreements or other outstanding bank indebtedness;

(n) make any loan (other than the granting of any trade credit in the ordinary course of business) to any person;

(o) give any guaranty of, or undertake any indemnity or enter into any other arrangement to secure, the obligations of third parties, or incur liability, financial or other obligations (whether accrued, contingent or otherwise) to guarantee or secure obligations of third parties;

(p) amend, to any material extent, any of the terms on which goods, facilities or services having a value in excess of EUR 25,000 (twenty five thousand) are supplied;

(q) change its accounting reference date, accounting methods, principles, practices or policies;

(r) make any amendment to the terms and conditions of employment (including, without limitation, remuneration, pension entitlements and other benefits) of any Employee (other than increases required by Law or by the applicable collective bargaining which the Seller shall notify to the Purchaser as soon as reasonably possible);

(s) provide or agree to provide any gratuitous payment or benefit to any Employee or Consultant;

(t) hire any employee, or take any steps, directly or indirectly, to terminate the contract of employment of any Employee whose annual salary exceeds EUR 50,000 (fifty thousand), or induce or attempt to induce any such employee to terminate his/her employment, other than for reasons which qualify as urgent cause (‘dringende reden’) within the meaning of articles 7:677/678 of the Dutch Civil Code or for a justified objective or subjective reason, or amend in any material respect (other than as required by law) the terms and conditions of employment of any such Employee;

(u) waive, settle, accept, or make acquiescence to, any outstanding claim, whether active or passive, exceeding EUR 50,000 (fifty thousand) per claim;

(v) enter into, amend or terminate any agreement, arrangement or obligation (legally enforceable or not) (i) between the Company and any director of the Company or its Related Parties are a party to, and/or (ii) which may trigger (contractually or otherwise) any Company’s obligation or liability to any Related Party;

(w) materially delay the payment of any amount due to their suppliers in a way which is not consistent with past practice or solicit or agree to the extension of the payment terms applicable to any suppliers pursuant to the ordinary commercial practice of the Company;

(x) declare, make or pay any dividend or other distribution;

(y) make any payment to acquire parts in replacement of items required to be replaced in connection with the Machine Fire in circumstances where the loss assessment experts appointed by the Company and the Company’s insurer in connection with the Machine Fire have not recommended the making of such payment;

(z) make or change any Tax election, amend any Tax return or take any Tax position on any Tax return, apply for or obtain any Tax ruling or make any settlement that may give rise to an increase of any Tax liability of the Company outside the ordinary course of business and deviating from past practice;

(aa) change its residence for tax purposes or establish any branch, agency, permanent establishment or other taxable presence in any jurisdiction outside the jurisdiction of incorporation; and/or

(bb) make any payments and/or exercise any of its rights and/or fulfil any of its obligations under the Intercompany Agreements and/or under any other agreements with any member of the Seller’s Group; and/or

(cc) agree, undertake, or commit to do any of the foregoing.

10.2 Notwithstanding anything to the contrary in Clause 10.1, the Seller and the Company shall not be prevented from undertaking, be required to obtain the Purchaser’s consent in relation to, or incur any liability towards the Purchaser as a result of effecting any of the following prior to the Completion Date:

(a) the fulfilment of any obligations as required by applicable Law;

(b) the implementation of any transaction or the taking of any action permitted or provided for under any Transaction Document in accordance with its terms;

(c) any Post Locked Box Date Lending up to EUR 600,000 provided that in any event the relevant funding shall not occur after the sixth (6^th) Business Day prior to the Completion Date;

(d) implementation of any matter set out in the Steps Paper in accordance with the terms of the Steps Paper;

(e) any matter reasonably undertaken in an emergency or disaster evident situation with the intention of minimising any adverse effect on the Company.

10.3 Right to Access

Between the Signing Date and through the Completion Date, the Seller procure that the Company allows the Purchaser and its representatives and advisors reasonable access to, and to take copies of, the books, records and documents of or relating in whole or in part to the Company and its business, including, without limitation, minutes, contracts, licenses, supplier lists and customer lists in the possession or control of the Company or otherwise used in the operation of its business , provided that the obligations under this Clause 10.3 shall not extend to allowing access to information which is reasonably regarded as confidential to the activities of the Seller otherwise than in relation to the Company or its business and further provided that such access shall: (i) be at the sole cost of the Purchaser; (ii) shall not unreasonably interfere with the business or operations of the Company; or (iii) require the Company to take any action which would be in breach of Law or applicable regulation.

10.4 Positive Undertakings

(a) The Seller shall and shall procure that all companies of the Seller's Group shall, as soon as reasonably practicable and in any event within six (6) month of the Completion, discontinue and remove any reference (in its websites, marketing materials and any other communication medium) to the Company and Verres wherever the same are used.

(b) The Seller agrees that it shall, during the Interim Period, diligently pursue the process for the insurance claim in relation to the machine fire at the Rijnstraat Site on 29 November 217 (the “Machine Fire”) and to keep the Purchaser informed of all material developments with regard to such insurance claim.

(c) The Seller shall procure that as soon as reasonably possible after Completion Brabant Alucast International B.V.:

(a) withdraws the statement of joint and several liability (hoofdelijke aansprakelijkheid) issued under Section 2:403 DCC (the “403-statement”) in relation to the Company; and

(b) takes the actions set out in Section 2:404(3)(b) and (c) DCC to terminate the residual liability under the 403-statement as referred to in Section 2:404(2) DCC.

(d) The Purchaser shall, at its own cost and expense, provide all assistance reasonably requested by the Seller to ensure that the residual liability under the 403-statement is terminated as soon as reasonably possible, including by:

(a) demonstrating that the Company, directly or indirectly (e.g. through a 403-statement issued by the Purchaser, if any), offers sufficient recourse after Completion; and/or

(b) granting such alternative security to any creditor of the Company as may reasonably be requested pursuant to Section 2:404(4) DCC.

(e) The Seller acknowledges and agrees that nothing in this Clause 10.4(d) and/or Clause 13.5 limits or excludes the right of the Purchaser to make a claim against the Seller under this Agreement (including the Seller Warranties), should such a right of the Purchaser exist under the circumstances and in accordance with the terms of this Agreement. The Seller furthermore acknowledges and agrees that the disclosure of the 403-Statement in the Disclosure Letter shall not operate as an exclusion of liability for claims the absence of which has been warranted under the Seller Warranties.

11 Non-Solicitation Undertaking

11.1 The Purchaser hereby agrees and covenants that, without the prior written consent of the Seller, for a period of 2 (two) years after the Completion Date, it shall not, directly or indirectly:

(i) solicit for employment, hire or otherwise retain any senior or key director, officer or employee of the Seller and/or any member of the Seller's Group operating under the "Brabant Alucast" name (other than the Company and Verres) except as set forth in Part A of Schedule 14;

(ii) solicit business in relation to certain parts set forth in the purchase orders listed for each party in Part B of Schedule 14 (the “Restricted Contracts”), provided for the sake of clarity that Purchaser shall be entitled to freely pursue any relationship with the relevant customers other than in relation to the Restricted Contracts.

11.2 The Seller hereby agrees and covenants that, without the prior written consent of the Purchaser, for a period of 2 (two) years after the Completion Date, it shall not, directly or indirectly:

(i) solicit for employment, hire or otherwise retain any senior or key director, officer or employee of the Purchaser and/or any member of the Purchaser's Group (including, for the avoidance of doubt (the Company and Verres);

(ii) solicit business similar to the business of the Company, which, for the avoidance of doubt, shall not mean the business of Seller provided for in the Restricted Contracts.

11.3 The Seller agree that the obligations of the Purchaser or the relevant member of the Purchaser Group under the Purchaser Order Agreements, the Subcontracting Agreement and/or the Transitional Services Agreement shall not qualify as a breach of any obligation under this Clause 11.

12 Confidentiality and Announcements

12.1 Announcements

No announcement, communication or circular concerning the existence or provisions of this Agreement or any other Transaction Document shall be made or issued by or on behalf of either party or any of the Seller’s Group or the Purchaser’s Group (as applicable) without the prior written approval of the other party (such consent not to be unreasonably withheld or delayed). This shall not affect any announcement, communication or circular required by Law or any governmental or regulatory body, court order or the rules of any relevant stock exchange or any contractual obligation. In consideration of the disclosure obligations applicable to the Purchaser's parent company in connection with the listing of its securities on a regulated market, the Seller hereby agrees (subject to applicable law and regulatory restrictions) to promptly provide the Purchaser with such information relating to the Seller (or other members of the Seller's Group) as may reasonably be required by the Purchaser, for the purpose of enabling the Purchaser to duly and timely disclose - in accordance with applicable regulations - the execution of this Agreement and the consummation of the Completion.

12.2 Confidentiality

Subject to Clause 12.1 and save as otherwise provided for in this Agreement or reasonably required in connection with the implementation of the transactions contemplated hereby, from the Signing Date to the date falling two years following such date:

(i) 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:

(A) the existence or the provisions of any Transaction Documents; or

(B) the negotiations relating to any Transaction Documents;

(ii) the Seller 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 business, financial or other affairs (including future plans and targets) of the Company, the Purchaser and/or any member of the Purchaser Group; and

(iii) 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 or the Seller’s Group (provided that, for the purposes hereof, the Company shall not be deemed as belonging to such Group).

The provisions of this Clause 12.2 shall not prohibit disclosure or use of any information if and to the extent:

(i) the disclosure or use is required to vest the full benefit of this Agreement in a party;

(ii) the information is or becomes publicly available (other than by breach of this Agreement);

(iii) the disclosing party has obtained prior written approval from the other party to the disclosure or use;

(iv) the information is independently developed after Completion other than on the basis of any Confidential Information;

(v) the disclosure or use is required by Law, any governmental or regulatory body 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);

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

(vii) the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party;

(viii) the disclosure is made to any member of the Seller’s Group or any actual or prospective limited partner of any member of the Seller’s Group provided such person undertakes to comply with the provisions hereof in respect of such information as if it were a party to this Agreement;

(ix) the disclosure is made by the Purchaser to any member of the Purchaser’s Group provided such person undertakes to comply with the provisions hereof in respect of such information as if it were a party to this Agreement and that the disclosing party remains liable for any breach of the confidentiality obligations set out herein by such person;

(x) the disclosure is made to professional advisers or actual or potential debt or equity financiers of any party or of any member of the Seller’s Group on a need to know basis provided that such persons undertake to comply with the provisions hereof in respect of such information as if it were a party to this Agreement and that the disclosing party remains liable for any breach of the confidentiality obligations set out herein by such person; or

(xi) 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 professional 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 herein by such person,

provided that prior to disclosure or use of any information pursuant to paragraphs (v) and (vi), the party concerned shall promptly notify (to the extent permitted by any applicable Law or regulation) the other party of such requirement with a view to providing (if reasonably practicable to do so) the other party with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use.

13. Purchaser’s Undertakings

13.1 The Purchaser shall at its own cost procure that the Company shall as soon as reasonably practicable and in any event within:

(a) six (6) months of the Completion Date in respect of signage;

(b) six (6) months of the Completion Date in respect of stationery (including letterheads and business cards); and

(c) twelve (12) months of the Completion Date in respect of any other matters,

(each such period being a “Relevant Period”) cease to use or display in any manner whatsoever the Group Trade Marks or any similar mark, name, design or logo wherever the same are used, it being acknowledged and agreed in each case that (i) during any such Relevant Period the Company shall be entitled to use the Group Trade Marks for the purpose specified in the relevant paragraph above on terms that the Company shall cease using the Group Trade Marks for such purpose prior to or on the expiry of the applicable Relevant Period in accordance with the provisions of this Clause 13.1 and (ii) to the extent that at the end of the Relevant Period referenced under (c) above the Purchaser has not yet accomplished the removal of the Company’s previous corporate name from any permits, licence or other administrative document but is constructively working towards such objective, Purchaser shall not be deemed to be in breach of this Clause 13.

13.2 Subject to Clause 13.1, the Purchaser expressly acknowledges and agrees that:

(a) all intellectual property rights (including, for the avoidance of doubt, the domain name ‘brabantalucast.com’) in and to the “Brabant Alucast” name and the Group Trade Marks are owned by, belong to and vest with the Seller’s Group;

(b) all new materials produced by the Company after Completion shall not refer to, use or include the “Brabant Alucast” name or the Group Trade Marks;

(c) the “Brabant Alucast” name and the Group Trade Marks shall not be used in any manner that creates, purports to create, or might reasonably be considered to be intended to create legal obligations on the part of any member of the Seller’s Group;

(d) the Purchaser shall not, and shall procure that the Company shall not, knowingly do, or fail to do, anything which act or omission is likely to damage the validity or goodwill of the “Brabant Alucast” name or the Group Trade Marks; and

(e) the rights granted in Clause 13.1 are personal to the Purchaser and the Company, which shall have no right to assign or grant sub-licences of such rights.

13.3 The Purchaser shall indemnify and hold harmless the Seller from and against any and all Losses suffered by it as a result of the use by the Company of the “Brabant Alucast” name or the Group Trade Marks after the expiry of the Relevant Period set forth in Clause 13.1.

13.4 As soon as practicable following Completion, the Purchaser shall, as required by the Company or the Seller (at the sole cost of the Purchaser), enter into such guarantees, surety letters, letters of credit or indemnities as

necessary in order for the Seller (or any member of the Seller’s Group) to be released from (or - if such release proves to be impossible - counter-guaranteed in respect of) any obligations arising from the guarantees, surety letters, letters of credit or indemnities currently given by the Seller (or any member of the Seller’s Group) in favour of the Company, as they are listed in Schedule 17 (the “Guarantees Schedule”).

13.5 The Purchaser shall indemnify and hold harmless the Seller or the concerned member of the Seller’s Group from and against any and all Losses suffered by either of them after Completion in connection with any guarantees, surety letters, letters of credit or indemnities listed in the Guarantees Schedule. Each member of the Seller’s Group identified in the Guarantees Schedule may enforce the terms of this Clause 13.5.

13.6 While the provisions set out in Clause 13 are considered by the parties to be fair and reasonable in the circumstances, it is agreed that if any of them should be judged to be void or ineffective for any reason, but it would be treated as valid and effective if part of the wording was deleted, they shall apply with such modifications as necessary to make them valid and effective.

14 Costs and Expenses

Except where this Agreement provides otherwise, each party shall pay its own costs and expenses in connection with the negotiation, preparation and performance of this Agreement and the Transaction Documents or otherwise incurred in relation to it with a view to the sale and purchase hereunder.

15 Stamp Duty, Fees and Taxes

The Purchaser shall bear the cost of all stamp duty, notarial fees and all registration and transfer Taxes payable in connection with the sale and purchase of the Shares. The Purchaser shall be responsible for arranging the payment of such stamp duty and all other such fees and Taxes, including fulfilling any administrative or reporting obligation in connection with such payment. The Purchaser shall indemnify the Seller and all members of the Seller’s Group against any Losses suffered as a result of the Purchaser failing to comply with its obligations under this Clause 15.

16 Grossing-up

16.1 Unless as otherwise required by applicable Law or agreed upon between the parties, all sums payable under this Agreement shall be paid free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever. If any deductions or withholdings are required by Law, the payor shall be obliged to pay to the recipient such sum as will after such deduction or withholding has been made leave the recipient with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding, provided that if either party to this Agreement shall have assigned or novated or declared a trust in respect of the benefit in whole or in part of this Agreement or shall have changed its tax residence or the permanent establishment to which the rights under this Agreement are allocated then the liability of the other party under this Clause 16 shall be limited to that (if any) which it would have been had no such assignment, novation, declaration of trust or change taken place.

16.2 The recipient or expected recipient of a payment under this Agreement shall claim from the appropriate Tax Authority any exemption, rate reduction, refund, credit or similar benefit (including pursuant to any relevant double tax treaty) to which it is entitled in respect of any deduction or withholding in respect of which a payment has been or would otherwise be required to be made pursuant to Clause 16.1 and, for such purposes, shall, within any applicable time limits, submit any claims, notices, returns or applications and send a copy of them to the payor.

16.3 If the recipient of a payment made under this Agreement receives a credit for or refund of any Tax payable by it or similar benefit by reason of any deduction or withholding for or on account of Tax then it shall reimburse to the payor such part of such additional amounts paid pursuant to Clause 16.1 above as the recipient of the

payment certifies to the payor will leave it (after such reimbursement) in no better and no worse position than would have arisen if the payor had not been required to make such deduction or withholding.

17 VAT

If any payment under this Agreement constitutes the consideration for a taxable supply for VAT purposes, then in addition to that payment the payer shall pay, or if the reverse change applies account for, any VAT due, subject unless the reverse charge procedure applies, to provision of a valid VAT invoice.

18 Non- utilisation of Oss Tax Losses; Tax Returns; Further Assurance

18.1 The Parties have agreed that any and all Tax losses available within the Dutch CIT fiscal unity (fiscale eenheid) of which the Company forms part and which relate to the operating losses incurred by the Company in the period up to Completion (the "Oss Tax Losses") shall belong to the Company and that therefore, neither the Seller nor any of its Affiliates (other than the Company) can and/or shall carry forward these Oss Tax Losses or otherwise claim any Tax benefits relating to these Oss Tax Losses). In this respect, the Seller agrees that it shall (and shall ensure that any other company (other than the Company) forming part of the Dutch CIT fiscal unity (each such company (and its successors) a "Dutch Fiscal Unity Company") shall):

(a) not, for as long as the Oss Tax Losses can be carried forward under applicable Tax Law or otherwise use (or allow any other Dutch Fiscal Unity Company) to carry forward or use) all or part of the Oss Tax Losses for the purpose of offsetting income of the Seller or any other Dutch Fiscal Unity Company against (part of) the Oss Tax Losses;

(b) before submitting any Tax Return that relates to the CIT Fiscal Unity for the fiscal years 2017 and 2018 in relation to corporate income tax, provide such Tax Return in draft form to the Purchaser as soon as possible but no later than 15 (fifteen) Business Days prior to the due date for filing thereof, in order to enable the Purchaser to verify that no portion of the Oss Tax Losses is used for the purpose of offsetting income of the Seller or any other Dutch Fiscal Unity Company;

(c) co-operate with the filing of a joint request as set out in Section 15af(2) of the Dutch corporate income tax act (Wet op de vennootschapsbelasting 1969) to allow the allocation of the Oss Tax Losses to the Company (the “Request”);

(d) revise the draft Tax Return to reflect all reasonable comments and suggestions made by the Purchaser if and to the extent relating to the operations of the Company within the CIT Fiscal Unity; and

(e) only submit the Tax Return to the Tax Authorities upon receipt of the written consent of the Purchaser (which consent shall not be unreasonably withheld or delayed); and

(f) only submit the Tax Return for 2018 together with the Company, which Tax Return shall include the specific request that all Oss Tax Losses are transferred to the Company.

18.2 The Parties acknowledge that the CIT Fiscal Unity Dissolution Date shall be the Completion Date. As soon as reasonable practicable after the Completion Date, the Seller shall provide the Purchaser with (i) an opening balance sheet for Dutch corporate income tax purposes of the Company as from the day following the CIT Fiscal Unity Dissolution Date and (ii) explanatory notes thereto.

18.3 The Seller shall prepare and file, or procure the preparation and filing of, all Tax Returns in respect of the Company in a manner and on a basis consistent with past practice, unless otherwise required by Law, to the extent that these (a) are required to be filed on or before the Completion Date or (b) relate to the CIT Fiscal Unity.

18.4 Subject to Completion, the Purchaser shall prepare and file, or procure the preparation and filing of, all Tax Returns in respect of the Company not covered by Clause 18.3 in a manner and on a basis consistent with past practice, unless otherwise required by Law. With respect to any Tax Return which relates to any period starting prior to the Locked Box Date or may result in a claim for breach of the Seller Warranties included in paragraph

21 of Schedule 5, the Purchaser shall procure that the Company shall:

(a) send to the Seller for review a copy of such draft Tax Return at least 15 (fifteen) Business Days prior to the due date for filing thereof;

(b) provide the Seller with such further information and assistance as they may reasonably require in order to review such draft Tax Return;

(c) accept and process all reasonable, timely received comments the Seller may have in respect of such draft Tax Return; and

(d) only file such Tax Return after prior written consent from the Seller (which consent shall not be unreasonably withheld or delayed).

18.5 The Purchaser shall procure that no member of the Purchaser’s Group shall, without the prior written consent of the Seller, amend, refile, withdraw or otherwise modify, or cause or permit to be amended, refiled, withdrawn or otherwise modified, any Tax Return filed by the Seller or the Company in respect of any taxable year or period starting on or before the Locked Box Date.

18.6 The Parties shall provide each other with such information and assistance as they (or any other member of their respective Groups) may reasonably require to comply with their respective obligations to prepare and file (or procure the preparation and filing of) Tax Returns.

18.7 The Seller and the Purchaser each undertakes that it shall during the period of 6 months following the Completion Date execute and deliver all such instruments and other documents and take all such actions (to the extent within its power) as the Purchaser or the Seller (as applicable) may reasonably require in order to give effect to the terms of this Agreement.

18.8 Subject in any event to Clause 12, following Completion, subject to such information being held confidentially in accordance with Clause 12 (and as if the two year time limitation on such confidentiality obligations commenced at the date on which such information is provided to the Seller), if requested by the Seller, the Purchaser shall grant the Seller (and any concerned member of the Seller’s Group) reasonable access (including the right to take copies at the Seller’s expense but subject to the Purchaser’s prior written consent) to the Books and Records of the Company which are reasonably required by the Seller or such other member of the Seller’s Group for the purpose of dealing with its Tax and accounting affairs (including such information as is reasonably required by the Seller in order to negotiate, refute, settle, compromise or otherwise deal with any claim, investigation, reporting requirement or enquiry by any competent legal or regulatory authority, Tax Authority and, to the extent necessary, to assist in the defence of the [*] Claim or the [*] Claim.

19 Effect of Completion

The provisions of this Agreement and of the other Transaction Documents which remain to be performed following Completion shall continue in full force and effect notwithstanding Completion taking place.

20 Assignment

Except as set forth in this Agreement or previously authorized in writing by the other party, neither party may assign, transfer, create an Encumbrance, declare a trust of or otherwise dispose of all or any part of its rights, benefits or obligations under this Agreement, save that

(a) the Seller may assign (in whole or in part) the benefit of this Agreement to any other member of the Seller’s Group (provided that such assignment shall not release the Seller from any of its obligations under this Agreement); and

(b) the Purchaser may assign its rights and obligations under this Agreement to the Designee in accordance with Clause 1.3,

provided that, any such assignee shall not be entitled to receive under this Agreement any greater amount than that to which the assignor would have been entitled and neither the Purchaser nor the Seller, as applicable shall be under any greater obligation or liability than if such assignment had never occurred.

21 Payment

21.1 Any payments pursuant to this Agreement shall be effected by crediting for same day value the account specified by the Seller or the Purchaser (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.

21.2 Payment of a sum in accordance with this Clause 21 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.

21.3 Any amount payable by the Seller to, or at the discretion of, the Purchaser under this Agreement shall, so far as possible, be deemed to be a reduction of the Consideration.

21.4 If any sum required to be paid by any party under this Agreement (or any Transaction Document) is not paid when it is due, such amount shall bear interest at the rate of three per cent (3%) per annum over the base EURIBOR lending rate of European Central Bank from time to time, calculated on a daily basis for the period from the relevant due date for payment up to and including the date of actual payment.

22 Notices

22.1 Any notice, demand or other communication to be given or made under or in connection with this Agreement (a “Notice”) shall be:

(a) in writing in the English language;

(b) signed by or on behalf of the party giving it; and

(c) delivered personally by hand or by courier using an internationally recognised courier company, or by telefax.

22.2 A Notice to the Seller shall be sent to the following address, or such other person or address as the Seller may notify to the other parties from time to time:

Address: Brabant Alucast Services B.V., co/o Brabant Alucast the Netherlands Site Heijen B.V., De Grens 45, 6598DK, Heijen, the Netherlands

Email j.brundell@brabantalucast.com

Attention: Jamie Brundell

With a copy by email (which shall not constitute notice) to:

Dechert LLP (for the attention of Ross Allardice), 160 Queen Victoria Street, London, EC4V 4QQ, Ross.Allardice@dechert.com

and

Endless LLP (for the attention of Simon Hardcastle) at 3 Whitehall Quay, Leeds LS1 4BF

A Notice to the Purchaser shall be sent to the following address, or such other person or address as the Purchaser may notify to the other party from time to time:

Address:Shiloh Industries Inc.

47632 Halyard Drive

Plymouth, MI 48170

Fax+ 1 734-738-1480

Attention:Mr. Kenton Bednarz (kenton.bednarz@shiloh.com)

With a copy by email (which shall not constitute notice) to:

Bird&Bird LLP (for the attention of Pauline Vos), Zuid-Hollandplein 22, 2596 AW The Hague, the Netherlands. Pauline.vos@twobirds.com

22.3 In the absence of evidence of earlier receipt, any Notice served in accordance with Clause 22,2 shall be deemed given:

(a) in the case of personal delivery by hand, at the time of delivery;

(b) in the case of delivery by an internationally recognised courier company, on the date and at the time of signature of the courier’s delivery receipt; and

(c) in the case of delivery by telefax, upon issuance by the fax machine of a positive transmission report.

22.4 For the purposes of this Clause 22:

(a) all times are to be read as local time in the place of deemed receipt; and

(b) if deemed receipt under this Clause 22 is not within business hours (meaning 9.00 am to 5.30 pm on a Business Day in the place of receipt), the Notice is deemed to have been received when business next starts in the place of receipt.

22.5 To prove delivery, it is sufficient to prove that, if sent by pre-paid first-class post or airmail, the envelope containing the Notice or other communication was properly addressed and posted.

22.6 The parties hereby designate their respective addresses for the giving of notice, as set forth in Clause 22.3, as their respective domiciles at which service of process may be made in any arbitration, legal action or proceeding arising hereunder.

22.7 Notice shall not be validly given if sent by email.

23 Invalidity

23.1 If any provision in this Agreement is or becomes illegal, void, 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.

23.2 To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 23.1 then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed to be severed from this Agreement. The remaining provisions will, subject to any deletion or modification made under C Clause 23.1 not be affected, remain in full force in that jurisdiction and all provisions shall continue in full force in any other jurisdiction.

24 Entire Agreement

This Agreement contains the whole and only agreement between the parties relating to the subject matter of this Agreement and supersedes any previous written or oral agreement between the parties (or any of them) in relation to matters dealt with in this Agreement.

25 Agreement Prevails

If there is any inconsistency between the provisions of this Agreement and those of any other Transaction Document, then the provisions of this Agreement shall prevail.

26 Variation

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of the parties.

27 No Waiver

27.1 No failure or delay by any party (or time or indulgence given) in exercising any remedy, right, power or privilege under or in relation to this Agreement shall operate as a waiver of the same, nor shall any single or partial exercise of any remedy, right, power or privilege preclude any other or further exercise of the same or the exercise of any other remedy, right, power or privilege.

27.2 No waiver by any party of any requirement, term, provision or condition of this Agreement, or of any remedy or right under this Agreement, and no consent granted under this Agreement, shall have effect unless in writing and signed by or on behalf of the waiving or consenting party and then only in the instance and for the purpose for which it is given.

7.2 Each party waives its right to rescind (ontbinden), nullify (wernetigd) or suspend (opgeschort) this Agreement, in whole or in part, on the basis of section 6:265 of the Dutch Civil Code to request a competent court to amend this Agreement on the basis of section 6:230(2) of the Dutch Civil Code. Furthermore, a party in error (dwaling) shall bear the risk of that error in making this Agreement.

28 Counterparts

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Each of the parties may enter into this Agreement by executing any such counterpart and this Agreement shall not take effect until it has been executed by all parties.

29 Time of the Essence

Time shall be of the essence of this Agreement both as regards any dates, times and periods mentioned and as regards any dates, times and periods which may be substituted for them in accordance with this Agreement or by agreement in writing between the parties.

30 Governing Law and Submission to Jurisdiction

30.1 This Agreement (and the other Transaction Documents which are not expressed to be governed by another Law) and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and shall be construed in accordance with Dutch law.

30.2 Any dispute between the Parties hereto arising under or in connection with this Agreement or further agreements resulting from this Agreement, including all disputed claims for breach by any party of any representation, warranty, undertaking or covenant under this Agreement (a "Dispute"), shall be finally resolved by arbitration in accordance with the rules of the Netherlands Arbitration Institute in Amsterdam (the "Rules"), provided always that the Parties have the right to submit any such dispute in summary proceedings to the district court in Amsterdam and the right to obtain seizure. The arbitrator, who shall be appointed in accordance with the Rules, shall decide according to the rules of the law. The arbitral tribunal shall consist of one arbitrator. The arbitral proceedings shall be conducted in the English language. The place of arbitration shall be Amsterdam, the Netherlands.

This Agreement has been entered into by the parties on the date first above written.

Signed for and on behalf of BRABANT ALUCAST SERVICES B.V. by	/s/ Jamie Brundell
	Name: Jamie Brundell Title: CEO
	/s/ Hans Vorstenbosch
	Name: Hans Vorstenbosch Title: Managing Director

Signed for and on behalf of SHILOH HOLDINGS NETHERLANDS B.V., by	/s/ H. D. de Rijk
	Name: H. D. de Rijk Title: managing director A
	/s/ Kenton M. Bednarz
	Name: Kenton. M. Bednarz Title: managing director B

EX-2.2

To:

Brabant Alucast Services B.V.

C/o Brabant Alucast The Netherlands, Site Heijen B.V.

De Grens 45

6598DK, Heijen

The Netherlands

Attention: Mr. Jamie Brundell

1 February 2018

By hand

Dear Sirs,

We hereby submit to you our proposal to enter into the following:

SALE AND PURCHASE AGREEMENT

by and between

(1) BRABANT ALUCAST SERVICES B.V.

(as Seller)

and

(2) SHILOH HOLDINGS NETHERLANDS B.V.

(as Purchaser)

relating to a 100% interest in the capital of

                                                                                 Brabant Alucast Italy Site Verres S.r.l.

*Information redacted pursuant to a Confidential Treatment Request by Shiloh Industries, Inc. under 5 U.S.C. §552(b)(4) and Rule 406 under the Securities Act of 1933 and submitted separately with the Securities and Exchange Commission.

Table of Contents

1. Interpretation................................................................................................................................... 2

2. Sale and Purchase............................................................................................................................ 9

3. Consideration for the Sale and Purchase of the Quota................................................................ 9

4. Conditions to Completion and other Preliminary Actions......................................................... 12

5 Completion...................................................................................................................................... 14

6 Seller Warranties............................................................................................................................ 15

7 Special Indemnities........................................................................................................................ 16

8 Limitation of Seller’s Liability...................................................................................................... 18

9 Purchaser’s Warranties and Undertakings................................................................................. 22

10 Interim Management..................................................................................................................... 22

11 Non-Solicitation Undertaking....................................................................................................... 25

12 Confidentiality and Announcements............................................................................................ 25

13 Purchaser’s Undertakings............................................................................................................. 27

14 Costs and Expenses........................................................................................................................ 28

15 Stamp Duty, Fees and Taxes.......................................................................................................... 28

16 Grossing-up..................................................................................................................................... 28

17 VAT................................................................................................................................................... 29

18 Further Assurance.......................................................................................................................... 29

19 Effect of Completion....................................................................................................................... 29

20 Assignment...................................................................................................................................... 29

21 Payment........................................................................................................................................... 30

22 Notices.............................................................................................................................................. 30

23 Invalidity.......................................................................................................................................... 31

24 Entire Agreement............................................................................................................................ 32

25 Agreement Prevails......................................................................................................................... 32

26 Variation.......................................................................................................................................... 32

27 No Waiver........................................................................................................................................ 32

28 Counterparts................................................................................................................................... 32

29 Time of the Essence........................................................................................................................ 32

30 Governing Law and Submission to Jurisdiction......................................................................... 32

This agreement(the“Agreement”)is made on 1 February 2018

Between:

a. BRABANT ALUCAST SERVICES B.V., an entity incorporated under the Laws of The Netherlands, registered under number 58268375, whose registered office is at Rijnstraat 19, 5347 KL, Oss, The Netherlands, acting by its managing directors Brabant Alucast International B.V. (represented by Mr J.W.P.C.M. Vorstenbosch and Mr J.K. Brundell), Mr J.W.P.C.M. Vorstenbosch and Mr J.K. Brundell, duly empowered for the purposes hereof pursuant to a resolution of the managing directors, dated on or around the date hereof, a copy of which is attached as Schedule 1 (the “Seller”); and

b. SHILOH HOLDINGS NETHERLANDS B.V., a limited liability company organized under the Laws of The Netherlands, registered with the trade register of the Chambers of Commerce under file number 60724064, having its official seat in Amsterdam, The Netherlands, and its principal place of business at Hoogoorddreef 15, 1101 BA Amsterdam, The Netherlands, acting by its directors, Mr Kenton Michael Bednarz and Ms. Helena Dorinda de Rijk, duly empowered for the purposes hereof pursuant to the articles of association and a resolution of the board of managing directors, dated 29 January 2018, a copy of which is attached as Schedule 2 (the “Purchaser”).

Whereas:

(A) Brabant Alucast Italy Site Verres S.r.l., is a limited liability company, incorporated and validly existing under the Laws of Italy, with a stated paid-in capital of EUR 50,000.00 (fifty thousand/00), whose registered office is at Via Glair, 41, 11029, Verres (Aosta, Italy) registered with the Register of Enterprises of Aosta under number 09709790019, engaged in the development and production of magnesium and aluminium high pressure die castings for interior components and body structural parts with high technical requirements (the “Company”).

(B) At the date of this Agreement, the Seller holds the full, free and marketable title to a EUR 50,000.00 quota representing a 100% interest in the Company’s capital (the “Quota”).

(C) The Seller intends to sell, and the Purchaser intends to purchase, the Quota, on the terms and subject to the conditions of this Agreement (the “Transaction”).

(D) On 20 December 2017, the Seller entered into with the Purchaser’s parent company, Shiloh Industries Inc., an exclusivity agreement by which they:

(i) confirmed their intention, in principle, to enter into the Transaction and to set forth the basis for further and final negotiations of one or more definitive agreements, in accordance with the provisions of the non-binding term sheet attached thereto;

(ii) agreed to be bound by certain exclusivity obligations in accordance with the terms thereof, in order to facilitate the negotiation of the above mentioned definitive agreements and the execution of the Transaction;

(iii) agreed to cooperate in order to obtain, prior to the Signing Date: (1) comfort by certain competent authorities and other third parties as to the continuance of their relationships with the Company following Completion of the Transaction; and (2) the execution between the Purchaser and the Insurer of the W&I Insurance Policy effective upon consummation of the Completion subject to the payment of the relevant premium by the Purchaser.

(E) On 20 December 2017, the Regione Autonoma Valle d’Aosta confirmed to the Company its intention, in principle, to continue in the existing contractual relationship under the Deed of Building Lease following its expiry in 2025.

(F) Prior to the date hereof comfort has been provided by certain key customers and suppliers (namely Jaguar

Land Rover Limited (JLR), DAF Trucks N.V. (DAF), Bayerische Motoren Werke A.G. (BMW) and FCA) that the existing contractual arrangements with the Company and Oss (as applicable) will continue following Completion at the same terms and conditions currently in force.

(G) On the date hereof, the parties have entered into a share purchase agreement (the “Oss SPA”) concerning the sale and purchase by the Purchaser of the entire share capital of Brabant Alucast The Netherlands Site Oss B.V. (“Oss”).

NOW, THEREFORE, in consideration of the above whereas, which constitute an essential and integral part of this Agreement, the parties agree as follows:

1. Interpretation

1.1 In addition to the other terms defined elsewhere in this Agreement, the following terms shall have the meanings ascribed to them below for the purpose of this Agreement:

“Accounting Principles” means, as applicable the set of accounting rules, principles and standards consisting of the statutory rules set out in article 2423 and ff. of the Code for the preparation of the financial statements of joint-stock companies (“società per azioni”), as interpreted and integrated by the accounting principles promulgated by the Italian Accounting Body (“Organismo Italiano di Contabilità - OIC”), as consistently applied with reference to the statutory financial statements of the Company in the previous year (including, save where required by Law, regulation or generally accepted accounting practice, by using the same management estimate, materiality, calculations and presentation logic);

“Accounts” means the statutory financial statements of the Company for the period of 12 months ended on the Accounts Date;

“Accounts Date” means 31 December 2016;

“Affiliate” means, in respect of any person (other than a natural person), a person (other than a natural person) which directly or indirectly (i) is Controlling, or (ii) is Controlled by, or (iii) is subject to joint Control with, the person concerned;

“Articles” means the by-laws (atto costitutivo e statuto) of the Company as in force as at the date of this Agreement;

“Authority” means any government, government department or governmental, supranational, court, statutory or regulatory body (including any stock exchange authority), including the European Commission and any other competent authority (and in particular, among others, any anti-trust and Tax Authority);

“Books and Records” means all books, records, documents and other material (however recorded) relating to the Company;

“Bring Down Disclosure Letter”means a revised version of the Disclosure Letter prepared by the Seller and to be delivered to the Purchaser on the Bring-Down Date Disclosing any matters which have occurred between the Signing Date and the Bring-Down Date against the Seller Warranties which would constitute a breach of the Seller Warranties in such period;

“Bring-Down Date” means the date one (1) Business Day before the Completion Date;

“Business Day” means a day (other than a Saturday or Sunday or a public holiday) on which commercial banks are open for ordinary banking business in Italy, The Netherlands and the State of Ohio (U.S.A.);

“Claim” means any claim, proceeding, suit or action against the Seller arising out of or in connection with this Agreement;

“Code” means the Italian civil code, as approved by the Royal Decree, dated 16 March 1942, No. 262, as subsequently amended;

“Company” means Brabant Alucast Italy Site Verres S.r.l., as identified in Recital (A) of this Agreement;

“Completion” means the execution of the activities necessary, under any applicable Law, for the purchase and sale of the Quota, the payment of the Consideration, the completion of the activities to be carried out on the Completion Date pursuant to the Oss SPA and, in general, the execution and exchange of all documents and agreements and the performance and consummation of all the obligations and transactions required to be executed, exchanged, performed and/or consummated on the Completion Date under this Agreement (including, but not limited to, Schedule 11);

“Completion Date” has the meaning set forth under Clause 5.1;

“Conditions Precedent” has the meaning set forth under Clause 4.1;

“Consideration” has the meaning given to it in Clause 3.1;

“Control”, “Controlling” and “Controlled” has the meaning set forth in article 2359, first paragraph, No. 1 of the Code;

“Deed of Building Lease” means the deed of creation of a building lease (“Atto di costituzione di diritto di superficie e servitù”) entered into by and between the Regione Autonoma Valle d’Aosta and the Company (formerly Magnesium Products of Italy S.p.A.) on 14 February 1995;

“Designated Account” means the bank account nominated by the Seller for the payment of certain amounts under the terms of this Agreement, the details of which shall be notified by the Seller to the Purchaser no later than 4 Business Days prior to Completion;

“Disclosed” means, in respect of any fact, matter or circumstance, such fact matter or circumstance being fairly and accurately disclosed to the Purchaser in sufficient detail in order for the Purchaser to understand the importance and context of the fact, matter or circumstance so disclosed and “Disclosing” and “Disclosure(s)” shall be construed accordingly;

“Disclosure Letter” means the letter dated the same date as this Agreement from the Seller to the Purchaser, Disclosing certain matters against the Seller Warranties, attached hereto as Schedule 3;

“Disclosure Material” means the draft information memorandum dated April 2017 and all the material in the virtual data room to which access has been granted to the Purchaser and its advisors in the period comprised between 18 November until close of business on 31 January 2018, including written answers to the questions raised by the Purchaser and its advisors in connection with the Due Diligence Review (all as listed in the index attached at Schedule 4 and uploaded in the VDR USB);

“Due Diligence Review” shall have the meaning set forth under Clause 6.1;

“Encumbrance” means any pledge, charge, lien, mortgage, debenture, hypothecation, security interest, pre‑emption right, option, claim, equitable right, power of sale, pledge, retention of title, right of first refusal or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing;

“Environmental Claim” means any written directive, notice of violation or infraction, or any written notice, demand, claim, letter or request for information, written action, governmental order, Encumbrance, fine, penalty, or, as to each, any settlement or judgment arising therefrom, by or from any Authority or any other competent person to the Company asserting liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, clean-up, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from (a) the presence, release of, or exposure to, any Hazardous Materials (as defined in paragraph 10.1 of Schedule 6); or (b) any actual or alleged non-compliance with any environmental Laws or term or condition of any environmental permit;

“Environment Insurance Policy” means the warranty and insurance policy which may be executed between the Environment Insurer and the Purchaser, as the latter may determine in its sole discretion, prior to the Completion Date in connection with the Environmental Warranties;

“Environment Insurer” means the insurer/s underwriting the Environment Insurance Policy;

“Environmental Warranties” means the Seller Warranties set forth in paragraph 10 (Environmental Matters) of Schedule 6;

“Escrow Agent” shall have the meaning set forth in Clause 3.4;

“Escrow Period” shall have the meaning set forth in Clause 3.4;

“Expert” shall have the meaning set forth in paragraph 7.4.3;

“Factoring Agreement” means the factoring agreement entered into between the Company and Aosta Factor S.p.A. on 27 September 2011;

“[*]” means [*] and any other company belonging to the same group;

“[*] Claim” means the potential claim by [*] towards the Company in relation to [*] as well as other claims described in the draft settlement agreement attached hereto at Schedule 19;

“[*]Escrow Agreement” shall have the meaning set forth in Clause 3.4;

“[*]Escrow Amount” shall have the meaning set forth in Clause 3.4;

“Fundamental Warranties” means the Seller Warranties set forth in paragraphs 1 (Organization and Authority), 2 (No Conflicts; Approval), 3 (Title and Ownership) and 4 (Brokers) of Schedule 6;

“Group Trademarks” means (i) the name “Brabant Alucast”; and (ii) the Brabant Alucast logo used by the Company as at the date of this Agreement;

“Guarantees Schedule” has the meaning set forth in Clause 13.4;

“Indebtedness Schedule” has the meaning given in Clause 4.6;

“Insured Warranties” means all Seller Warranties, except for the Leakage Warranty, insured under the W&I Insurance Policy or the Environment Insurance Policy;

“Insurer” means ANV Global Services Ltd.;

“Intercompany Agreements” means any written or oral agreements, contracts and/or any other contractual relationships however in place between the Company, of the first part, and the Seller and/or any member of the Seller’s Group as identified and described in Schedule 7, including - but not limited to the Machine Lease and the Management Services Agreements;

“Intercompany Indebtedness” means the total amount of debt owed by the Company to any members of the Seller’s Group;

“Intercompany Pay-Off Amount” has the meaning defined in Clause 3.2(b);

“Law” means any law, statute, ordinance, decree, rule and regulation, code, directive, judicial, arbitral, administrative, ministerial or regulatory judgment, applicable to the Company and/or either party or otherwise to be complied with, from time to time, by the Company and/or either party;

“Leakage” means, by the Company during the period from (but excluding) the Locked Box Date to (and including) the Completion Date, any:

(a) dividend or distribution (whether in cash or in kind, whether ordinary or extraordinary) or any payments in lieu of any dividend or distribution, either declared and/or paid or made;

(b) redemption, repurchase, repayment or return of the quota, or return of capital (whether by reduction of capital or otherwise and whether in cash or in kind);

(c) consultant, advisory, management, monitoring, service, quotaholder or other fees, charges or compensation of a similar nature, whether resolved or paid, including - but not limited to - any fees and/or expenses due in connection with the implementation of any transactions contemplated hereby;

(d) payments to, or transaction of any kind with the Seller, any member of the Seller’s Group and/or any of their respective Related Parties (including, without limitation, under any Intercompany Agreements);

(e) waiver, deferral or release (whether conditional or not) of any amount, right, value, benefit or obligation owed or due to the Seller, any member of the Seller’s Group and/or any of their respective Related Parties;

(f) amendment to the amount or timing of interest, principal or fees in respect of any indebtedness owed by the Seller, any member of the Seller’s Group and/or any of their respective Related Parties;

(g) loans or gifts made to the Seller, any member of the Seller’s Group and/or any of their respective Related Parties;

(h) liability or obligation (contingent or otherwise) of the Seller, any member of the Seller’s Group and/or any of their respective Related Parties assumed or discharged;

(i) guarantees or incurrence of indebtedness to the benefit of the Seller, any member of the Seller’s Group and/or any of their respective Related Parties;

(j) guarantee, indemnity or Encumbrance provided by, or over the assets of, the Company;

(k) bonuses paid to the Company’s directors and/or employees in connection with the implementation of any transactions contemplated hereby;

(l) payment of the WHT Amount; and

(m) any Taxes resulting from a Leakage,

other than any Permitted Leakage;

“Leakage Claim” means any Claim by the Purchaser in connection with any actual or alleged breach, untruthfulness, incorrectness and/or inaccuracy of the Leakage Warranty;

“Leakage Warranty” means the Seller Warranty under paragraph 7 (No Leakage) of Schedule 6;

“Locked Box Accounts” means the financial statements of the Company as at 30 September 2017, a copy of which is attached hereto as Schedule 8;

“Locked Box Date” means the reference date of the Locked Box Accounts;

“Long Stop Date” shall have the meaning set forth under Clause 4.3;

“Loss” means, in respect of any fact, event or circumstance, damages, payments, losses, costs, expenses or other liabilities (including all interest, penalties and, to the extent reasonably and properly incurred, legal and professional costs and expenses) arising or incurred as a result of or in connection with such matter, event or circumstance, as determined in accordance with the Code (including, for the avoidance of doubt, articles 1223, 1225, 1226 and 1227 of the Code) and this Agreement (it being acknowledged and agreed that, subject to the limitations of liability set out in this Agreement, in respect of any breach of Seller Warranty the Seller shall

compensate the Purchaser for any Loss of the Purchaser or the Company which results from such breach);

“Machine Lease” means the lease agreement between the Company and Brabant Alucast International B.V. regarding the lease of a Chiron Mill Vertical Machining Centre dated 20 March 2017;

“Management Accounts” means the Company’s management accounts relating to the period of 9 months comprised between 1 January and 30 September 2017, a copy of which is attached hereto as Schedule 9;

“Management Services Agreements” means: (i) a management services agreement between the Seller and the Company dated 20 December 2013; and (ii) a management services agreement between, amongst others, Project Horizon Coöperatief U.A. and the Company dated 7 July 2016;

“Net [*] Payment Amount” means an amount equal to EUR 282,000 or any higher net amount paid (whether in cash and/or by way of offset against amounts due from [*] to the Company) by the Company in accordance with the final settlement of the [*] Claim;

“Notary” means an Italian public notary designated by the Purchaser;

“Notice of Claim” a written notice to the Seller, given by or on behalf of the Purchaser in relation to any Claim and specifying, in reasonable detail, the matter(s) which give rise to the claim, the nature of the claim and (to the extent capable of quantification) the amount claimed in respect thereof (or the Purchaser’s good faith estimate of such amount if such amount cannot be definitively quantified at the time the Notice of Claim is given);

“Permitted Leakage” means:

(i) any payments expressly provided for under the terms of the Transaction Documents (including for the avoidance of doubt any amounts to be paid by the Company to Oss in respect of any Post Locked Box Date Lending or otherwise);

(ii) any payments to the extent specifically provided for in the Locked Box Accounts;

(iii) any amounts incurred, paid or agreed to be paid or payable or liability, cost or expense incurred in connection with any matter undertaken at the written request of, or with the prior written consent of, the Purchaser;

(iv) any payments listed in Schedule 10;

“[*]” means [*] and any other company belonging to the same group;

“[*] Claim” means the alleged claim by [*] regarding the alleged liability of (amongst others) the Company in relation to [*] (amongst others) the Company by [*] as notified by [*] to the Company on [*] and as more fully described in the Disclosure Letter;

“[*] Claim Cap” means EUR 1,717,500;

“Post Locked Box Date Lending” means all amounts lent to the Company by the Seller’s Group following the Locked Box Date in connection with the financing of the operating activities of the Company;

“Post Locked Box Date Lending Amount” means the amount of Post Locked Box Date Lending notified to the Purchaser in accordance with Clause 4.6(i);

“Purchaser’s Completion Documents” has the meaning given to it in Clause 9.1;

“Purchaser’s Group” means the Purchaser, its Affiliates and Affiliates’ undertakings, any holding company or parent undertaking of the Purchaser and all other Affiliates and Affiliates’ undertakings of any such holding company or parent undertaking as the case may be from time to time (and including, with effect from Completion, the Company);

“Quota” has the meaning set forth in Recital (B) above;

“Resigning Auditor” means Mr. Gianni Odisio;

“Resigning Directors” means Mr. Jamie Brundell and Mr. Johannes Vorstenbosch;

“Resigning Officer” means any Resigning Director and the Resigning Auditor;

“Related Party(ies)” means, with respect to any person, a person (i) who/which is a “parte correlata” (within the meaning of Consob resolution No. 17221 dated 12 March 2010) of such person; or (ii) who is a “stretto familiare” (within the meaning of Consob Resolution No. 17221 dated 12 March 2010) of such person; or (iii) which is Controlled by the person under (ii) above;

“Seller’s Completion Documents” has the meaning given to it in paragraph 2.1 of Schedule 11;

“Seller’s Group” means the Seller, its Affiliates and Affiliates’ undertakings, any holding company or parent undertaking of the Seller and all other Affiliates and Affiliates’ undertakings of any such holding company or parent undertaking as the case may be from time to time (but excluding, with effect from Completion, the Company and Oss and further excluding, at all times, any portfolio company of any member of the Seller’s Group);

“SellerWarranties” means those warranties set out in Schedule 6;

“Signing Date” means the date of this Agreement;

“Steps Paper” means the “Verres Sale” restructuring step plan prepared by Loyens & Loeff dated January 2018, a copy of which is attached at Schedule 5;

“Tax” means (i) any direct or indirect tax, duty, charge, levy or customs duty, including but not limited to corporate income tax, advance corporate income tax, local income tax, advance local income tax, capital gains tax, inheritance tax, value added tax, import or export duties, rates, stamp duty, registration tax, ipo-cadastral taxes, transfer taxes, net worth tax, local tax on immovable properties, tax on the increase of value of immovable properties or real property, municipal tax on land and buildings, regional tax on productive activities, waste disposal tax, custom charges and duties, excise duties, insurance and social security contributions, withholding taxes on wages, fees, passive income or any other required source, or any item of a similar nature; and (ii) any fine, penalty, surcharge, interest or other charge relating to any direct or indirect tax, duty or levy, charge or customs duty;

“Tax Authority” means any governmental or other authority competent to impose Tax on the Company whether in Italy or elsewhere or responsible for the administration and/or collection of Tax from the Company or enforcement of any applicable Law in relation to Tax;

“Tax Return” means any annual return required to be made to any Tax Authority of income, profits or gains or of any other amounts or information relevant for the purposes of Tax, including any necessary attachments thereto;

“Transaction Documents” means this Agreement, the Disclosure Letter, the Bring-Down Disclosure Letter, the Transitional Services Agreement, the Purchase Order Agreements, the Subcontracting Agreement (the two latter agreements as defined in the Oss SPA) and each of the agreements, arrangements and/or other documents entered into or to be entered into pursuant to this Agreement (including, without limitation, the Transitional Services Agreement);

“Transfer Instrument” means the notarial deed for the transfer of the Quota required pursuant to article 2470 of the Code, to be executed before the Notary substantially in the form attached as Schedule 12;

“Transitional Services Agreement” means the transitional services agreement to be finalized and agreed upon by the parties in accordance with Clause 4.7 below and to be entered into on Completion by the Company, of the first part, and the Seller (and/or a member of the Seller’s Group), of the second part;

“VAT” means VAT means value added tax as defined by article 1 of the EU Directive 2006/112/Ce and all indirect Taxes of similar nature applicable to supplies of goods/services such as GST, etc.;

“VDR USB” means the usb key, which shall be delivered by the Seller to the Purchaser on, or as soon as practicable following, the Signing Date, uploaded with all documents comprised in the virtual data room referenced in the definition of Disclosure Material;

“WHT Amount” means an amount equal to EUR 76,011.05; and

“W&I Insurance Policy” means the warranty and insurance policy executed between the Insurer and the Purchaser on the date hereof, copy of which is attached hereto as Schedule 14.

1.2 In this Agreement, unless the context otherwise requires:

(a) references to a “party” mean a party to this Agreement and shall include its permitted assignees (if any) and/or the successors in title to that part of its undertaking which includes this Agreement;

(b) any reference to “writing” or “written” means any method of reproducing words in a legible and non‑transitory form (excluding, for the avoidance of doubt, email);

(c) references to “include” or “including” are to be construed without limitation;

(d) references to a “person” include 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);

(e) words in the singular include the plural and vice versa and a reference to any gender includes all other genders;

(f) the table of contents and headings are inserted for convenience only and do not affect the construction of this Agreement;

(g) references to Recitals, Clauses, paragraphs and Schedules (including any Annexes attached thereto) are (unless the context otherwise requires) to recitals, clauses and paragraphs of, and schedules (including any annexes attached thereto) to, this Agreement and all Recitals and Schedules (including any Annexes attached thereto) form an integral and substantial part of this Agreement;

(h) references to 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;

(i) where any representation or warranty contained in this Agreement (including but not limited to the Seller Warranties) is expressly qualified by reference to the “Seller’s Knowledge” or “as far as the Seller is aware”, this shall mean the knowledge, as of the date hereof and as of the Completion Date, of the Seller and/or the knowledge of any executive and/or senior manager and/or member of the board of directors and/or statutory auditors of the Seller and/or the Company, after due inquiry; and

(j) save as otherwise expressly provided, any reference in this Agreement to an obligation of a party to procure or cause that another person complies with an obligation shall be construed as a “promessa dell’obbligazione o del fatto del terzo” under article 1381 of the Code.

1.3 The Purchaser shall be entitled to designate an Affiliate incorporated in a country being a member of the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the “Designee”) to purchase the Quota and carry-out the transactions contemplated hereby, in accordance with the following provisions:

(a) anything in article 1403 of the Code to the contrary notwithstanding, such designation will be sufficiently made if notified in writing to the Seller, together with (i) full corporate details and address of the Designee for the purposes of Clause 22, and (ii) the written unconditional acceptance of the Designee, and, upon such acceptance, the Designee shall be considered together with the Purchaser as a party of this Agreement for all purposes;

(b) the designation pursuant hereto will be notified to the Seller no later than 3 (three) Business Days prior to the Completion Date;

(c) the Designee shall be required to satisfy the reasonable ‘know your customer’ requirements of the Seller prior to the transfer of rights and obligations to the Designee described herein;

(d) the Purchaser shall be jointly and severally liable with the Designee in respect of the payment of the Consideration pursuant to this Agreement and the timely and proper fulfilment of any obligation of the Purchaser arising from, or in connection with, this Agreement until the consummation of the Completion in accordance with the provisions of this Agreement;

(e) subject to (f) below, upon occurrence of Completion (i) the Purchaser shall be automatically released for all purposes from any Purchaser’s obligations, (ii) the Purchaser shall not be considered anymore as a party to this Agreement, and (iii) any reference in this Agreement to the “Purchaser” will be construed and interpreted as an exclusive reference to the Designee except for any reference under Clauses 11 (Non-solicitation undertaking), 12 (Confidentiality and Announcement), 22 (Notices) and 30 (Governing Law and Submission to Jurisdiction), which shall be construed as a reference to both the persons having originally executed this Agreement as Purchaser and the Designee;

(f) in the event that the Designee fails to make any payment under this Agreement, the Seller shall be able to seek recourse against the Purchaser for such payment.

2. Sale and Purchase

2.1 Upon the terms and subject to the conditions of this Agreement (including without limitation the Conditions Precedent set forth in Clause 4.1 below), and with effect from Completion and upon consummation thereof, the Seller agrees to sell and the Purchaser agrees to purchase, full title to, and full ownership of, the Quota, representing as at such date, 100% (one hundred percent) of the resolved upon, subscribed for and paid-in stock capital of the Company, together with all rights which are at the Completion Date attached to it (including, without limitation, the right to receive all dividends, distributions and interest declared, made, accrued or paid on or after the Completion Date), and the Quota shall be sold by the Seller free from all Encumbrances, on the terms of this Agreement.

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

(a) any rights of redemption, pre-emption, first refusal or transfer it may have with respect to the Quota (in whole or in part); and

(b) any rights to acquire the Quota (in whole or in part).

3. Consideration for the Sale and Purchase of the Quota

3.1 Consideration

On the basis of the Locked Box Accounts, the aggregate consideration for the sale and purchase of the Quota and the satisfaction of the Intercompany Pay-Off Amount has been agreed to be an amount in cash equal to EUR 5,702,536 (five million seven hundred and two thousand five hundred and thirty six) (the “Consideration”).

3.2 Payment of the Consideration

The Consideration and the Post Locked Box Date Lending Amount shall be paid by the Purchaser in cash on Completion, by irrevocable wire transfer, value date on the Completion Date, as follows :

(a) an amount equal to EUR 1,500,000 less (if the [*] Claim is finally settled prior to the Completion Date) the Net [*] Claim Payment Amount, shall be paid to the Seller for the sale and purchase of the Quota (the “Quota Consideration”). If: (a) the [*] Claim has been finally settled prior to the Completion Date, the Quota Consideration shall be paid into the Designated Account; or (ii) if the [*] Claim has not been finally settled prior to the Completion Date, the Quota Consideration shall be paid into the Escrow Account; and

(b) an amount equal to EUR 4,202,536 less

i. any Leakage notified under Clause 4.6; and

ii. the WHT Amount (to the extent such amount is not included in the Leakage notification),

(the “Intercompany Pay-Off Amount”) shall be paid into the bank accounts notified in the Indebtedness Schedule (and shall absolutely discharge the Company for any liability against any member of the Seller’s Group in respect of the Intercompany Indebtedness as well as the Intercompany Pay-Off Amount); and

(c) the Post-Locked Box Date Lending Amount shall be paid into the Designated Account in repayment of all Post-Locked Box Date Lending (and the payment of such amount into the Designated Account shall absolutely discharge the Company for any liability against any member of the Seller’s Group in connection with the Post-Locked Box Date Lending).

In the event that the Quota Consideration is payable into the Designated Account, the Seller shall have the right to elect in the Indebtedness Schedule that the Leakage notified under Clause 4.6 and the WHT Amount will be deducted from the Quota Consideration rather than the Intercompany Pay-Off Amount.

For the avoidance of any doubt, an example calculation of the Consideration is attached hereto as Schedule 15.

3.3 Discharge of the Purchaser

Payment of the Consideration into the accounts specified in Clause 3.2 shall constitute an absolute discharge of the Purchaser’s obligations to pay the Consideration under this Agreement and the Purchaser shall not be concerned with any subsequent payments from the Designated Account to satisfy the Company’s liabilities with regard to any Intercompany Agreements (including the Intercompany Indebtedness), it being understood that the Seller shall hold the Company fully harmless and indemnified in respect of any claims made towards the Company by any member of the Seller’s Group under any Intercompany Agreements (including, without limitation, the Machine Lease).

3.4 [*] Escrow

In the event that the [*] Claim has not been finally settled between the Company and [*] prior to the Completion Date, on the Completion Date a portion of the Consideration amounting to EUR 1,500,000.00 (one million five hundred thousand) (the “[*]Escrow Amount”) shall be deposited by the Purchaser into a bank account (the “[*]Escrow Account”) opened in the name of the Notary (the “Escrow Agent”), for the purpose of securing any Company’s payment obligations possibly arising in connection with the [*] Claim, all in accordance with the terms and conditions of the escrow agreement to be entered into by and among the Seller, the Purchaser and the Escrow Agent on or prior to the Completion Date, substantially in the form of Schedule 16 (the “[*]Escrow Agreement”). Subject to the provisions of Clauses 3.5 and 3.6 below, if by 12 noon on the last day of the twelfth (12^th) month following the Completion Date (the “Escrow Period”), a final settlement of the [*] Claim between [*] and the Company will not have been executed in accordance herewith, then the

Escrow Agent shall pay any amount deposited in the [*] Escrow Account to the Seller to the Designated Account.

3.5 Conduct of the [*] Claim

(a)The parties agree that:

(i) for a period of six (6) months following the Completion Date, the Seller (duly represented, to such purpose, solely by Mr. Jamie Brundell) shall: (x) diligently pursue and seek to resolve the [*] Claim as soon as practicable following the Completion Date; and (y) use all reasonable endeavours to ensure that a final settlement agreement is entered into between the Company and [*] in settlement of all liabilities of the Company in respect of the [*] Claim (such settlement agreement to be on terms reasonably acceptable to the Purchaser, it being acknowledged that a financial settlement of the [*] Claim for an amount less than or equal to the [*] Escrow Amount without any other obligations or liabilities being assumed by the Company will be considered to be acceptable to the Purchaser);

(ii) if the [*] Claim has not been resolved within the six (6) month period following the Completion Date referred to in (i) above, the Purchaser shall be entitled (at the Purchaser’s expense) to assume conduct of the [*] Claim;

(iii) if the [*] Claim has not been resolved by the end of the Escrow Period and [*] has, on or prior to the end of the Escrow Period, commenced a lawsuit against the Company before any competent judicial or arbitral Authority in connection with the [*] Claim, such lawsuit shall be deemed to be subject to the procedures governing Third Party Claims as set out in Clause 8.11 of this Agreement; and

(iv) if the [*] Claim has not been resolved by the end of the Escrow Period and [*] has, on or prior to the end of the Escrow Period, debited the Company and/or applied any other price reductions towards the Company in relation to the [*] Claim (and/or otherwise notified the Company and/or the Purchaser in writing of its intention to do so), the Seller shall have the right (at its sole cost) to continue to pursue [*] in order to settle or otherwise resolve the [*] Claim. The Purchaser shall cooperate (and shall procure that the Company cooperates) with the Seller’s reasonable requests in respect of such continuation.

(b) The Purchaser undertakes that it shall not (and, from the Completion Date, shall procure that the Company does not) take any action which would or might reasonably be expected to frustrate, delay or increase the liability of the Company in respect of the [*] Claim.

(c) The Seller undertakes to diligently pursue settlement of the [*] Claim within the period referred to in (a) (i) above and shall not take any action to frustrate or delay settlement of the [*] Claim (save where a delay in settlement is required to protect the bona fide interests of the Seller in minimising any liability of the Company or the Seller in connection with the [*] Claim).

(d) The Seller shall promptly inform the Purchaser of any developments or material information in respect of the [*] Claim and shall reasonably consult with the Purchaser regarding the status and conduct of negotiations with [*].

(e) No settlement agreement with [*] shall be entered into without the prior written consent of the Purchaser (not to be unreasonably denied or delayed).

(f) The Purchaser shall (and, from the Completion Date, shall procure that the Company shall) keep the existence of the [*] Escrow Agreement strictly confidential and shall not disclose to [*], its affiliates or any of its or their officers, employees, agents, consultants or advisers that amounts have been put into escrow in connection with the [*] Claim or the quantum of such amount.

3.6 Enforcement of the [*] Escrow

If, prior to the expiry of the Escrow Period, the Purchaser will have notified the Escrow Agent that either: (i) the [*] Claim has been finally settled between [*] and the Company, or, alternatively, that (ii) [*] debited the Company and/or applied any other price reductions towards the Company in relation to the [*] Claim (and/or otherwise notified the Company and/or the Purchaser in writing of its intention to do so), and/or (iii) a lawsuit has been commenced by [*] against the Company before any competent judicial or arbitral Authority in connection therewith, paragraphs (a) to (e) below shall apply:

(a) in the circumstances referred to under (i) above, upon the Purchaser’s first demand, the Escrow Agent shall procure the payment out of the [*] Escrow Account to the Purchaser (or to the Company, as the Purchaser may require) of the amount necessary for the fulfilment by the Company of all its payment obligations arising under, or in connection with, any settlement agreement executed between the Company and [*] (including the amount of any reasonable attorney’s fees and expenses possibly borne by the Company and/or the Purchaser in connection therewith);

(b) in the circumstances referred to under (ii) above, upon the Purchaser’s first demand, the Escrow Agent shall procure payment out of the [*] Escrow Amount to the Company in an amount equal to any documented debit or price reduction applied by [*] (the “[*]Debit Claim Amount”), provided that, following such payment, the Seller shall be entitled, at its sole discretion, to continue to pursue [*] in order to settle or otherwise determine the [*] Claim. In the event that such resolution or settlement of the [*] Claim results in a financial settlement for an amount lower than the [*] Debit Claim Amount then the Purchaser shall promptly (and in any event within five (5) Business Days of receipt of funds from [*]) pay to the Seller an amount equal to the difference between the [*] Debit Claim Amount and the amount for which the [*] Claim was determined or settled (as applicable);

(c) in the circumstances referred to under (iii) above, the Escrow Agent shall hold the [*] Escrow Amount until the [*] Claim will be finally determined by the competent judicial or arbitral Authority, or otherwise settled between [*] and the Company before the issue of the relevant judgement; upon either the determination by such Authority of the [*] Claim or, alternatively, the prior settlement between the parties thereto, the Escrow Agent shall pay to the Purchaser (or to the Company, as the Purchaser may require) from the [*] Escrow Account, a sum equal to any amounts that the Company will be required to pay, as so determined or settled (including the amount of any reasonable attorney’s fees and expenses borne by the Company and/or the Purchaser in connection therewith);

(d) once the [*] Claim will have been settled or otherwise determined pursuant to paragraphs (a), (b) or (c) above and subject to the payments to be made by the Escrow Agent to the Purchaser and/or the Company thereunder (including, if applicable, any interest accrued on the relevant portion of the [*] Escrow Amount), the Escrow Agent shall repay to the Seller any remaining balance on the [*] Escrow Account (including, if applicable, any interest accrued on such balance of the [*] Escrow Amount);

(e) for the purposes of Clauses 3.4, 3.5 and 3.6 and of the [*] Escrow Agreement, “settlement” shall mean a binding agreement in writing duly signed by both the Company and [*] pursuant to which the Company will be entirely and definitively released from any obligations and/or liabilities towards [*] in connection with the [*] Claim and a “determination” shall mean a judgment rendered by any judicial or arbitral Authority finally settling all disputes, claims, rights and obligations of [*] and the Company in connection with the [*] Claim and “settle”, “settled” and “determined” shall be construed accordingly.

4. Conditions to Completion and other Preliminary Actions

4.1 Conditions Precedent

Pursuant to article 1353 of the Code, the obligation of the parties to proceed with the Completion pursuant to this Agreement is conditional upon the fulfilment by and no later than the Long Stop Date (as defined below), of the following conditions precedent (the “Conditions Precedent”):

4.1.1 the sale and purchase of the Quota pursuant to this Agreement and all other relevant transactions contemplated hereby, as well as by the Oss SPA, shall have been approved, cleared or granted an exemption by the German Antitrust Authority (the approvals, clearances and exemptions contemplated above are hereinafter collectively referred to as the “Clearance”);

4.1.2 any and all conditions precedent set forth under the applicable provisions of the Oss SPA shall have been fulfilled.

4.2 The Clearance

As soon as practicable following the date of this Agreement and, in any event, by no later than four (4) Business Days following the Signing Date, the Purchaser shall duly file all applications, requests and other documents that are required to obtain the Clearance; the Purchaser shall use its best endeavours, and shall take all steps necessary, to obtain the Clearance as soon as possible following the Signing Date and shall keep the Seller informed in a timely fashion of all steps taken pursuant hereto, and the Seller shall (and shall cause the Company to) actively provide assistance and cooperate with the Purchaser for the preparation of the documents to be filed and for the obtainment of the Clearance as soon as possible.

Furthermore, the Purchaser agrees that in the period comprised between the Signing Date and the Long Stop Date it shall not, and shall procure that no relevant member of the Purchaser’s Group shall, acquire any business which competes with, supplies or is a customer to the Company and/or Oss and which would or might reasonably be expected to prejudice or delay the outcome of the process to obtain the Clearance.

4.3 Effects

If any of the Conditions Precedent is not fulfilled on or prior to 30 June 2018 (the “Long Stop Date”), this Agreement shall automatically terminate and the parties shall be released from all obligations hereunder except for any rights or obligations arising under Clauses 12, 14, 22 and 30 below.

4.4 Other Preliminary Actions

On or prior to the Completion Date and effective as of such date, the Seller will procure:

(i) the termination by mutual consent and in the agreed terms of the Intercompany Agreements and the transfer to the Company of the full title and ownership of any equipment leased to the Company thereunder, free from any Encumbrances; and

(ii) the termination by mutual consent and in the agreed terms of the Management Services Agreements.

It is further agreed that, between the Signing Date and the Completion Date, the parties shall promptly discuss, acting in good faith, and finalize the terms of the Transitional Services Agreements, on the basis of the draft of such agreement attached hereto as Schedule 13.

4.5 Optional Termination of the Factoring Agreement

The parties acknowledge and agree that, on or following the Completion Date, the Purchaser may wish to terminate, at its own cost, the Factoring Agreement by settling any amounts outstanding thereunder as at such date. If the Purchaser informs the Seller in writing of its wish to terminate the Factoring Agreement on or immediately following the Completion Date, the Seller shall procure that, not less than 5 (five) Business Days prior to the Completion Date, the Company shall notify to the Purchaser all amounts outstanding under the Factoring Agreement (including interest and break-up fees, if any) and shall provide reasonable assistance to the Purchaser regarding any preliminary steps which the Purchaser may wish the Company to take to terminate the Factoring Agreement (provided that the Company shall not be required to: (i) communicate the existence of the Transaction or any intended termination to Aosta or any representative thereof prior to the Completion Date; or (ii) take any action which would or might reasonably be expected to result in any loss or liability for the Company prior to Completion). For the avoidance of doubt, the Seller shall not take (and shall procure that the Company does not take) any steps to terminate Factoring Agreement on or prior to Completion without

the prior request of the Purchaser.

4.6 Information to be provided on the apportionment of the Intercompany Pay-Off Amount, Leakage, Post-Locked Box Date Lending

No later than five (5) Business Days prior to the Completion Date, the Seller shall deliver a written statement (the “Indebtedness Schedule”) to the Purchaser setting out:

(i) the Post-Locked Box Date Lending Amount;

(ii) details of the apportionment of the Intercompany Pay-Off Amount between Brabant Alucast International B.V., the Seller and Brabant Alucast Germany Site Wendlingen GmbH and bank account details into which the relevant proportion of the Intercompany Pay-Off Amount payable to each such entity should be paid; and

(iii) the exact amount of Leakage from the Locked Box Date (not included) up to and including the Completion Date, provided that if the Seller fails to inform the Purchaser of any Leakage in accordance herewith, the Seller shall be liable to the Purchaser for such Leakage pursuant to Clause 7 below.

5 Completion

5.1 Completion shall take place at the offices of Studio Legale Bird & Bird, in Milan, at 10 a.m., on the 5^th (fifth) Business Day following the date on which all the Conditions Precedent set forth in Clause 4.1 shall have been fulfilled (the “Completion Date”), or at such other place, date and time as the parties may hereafter agree in writing.

5.2 At Completion the Seller and the Purchaser shall comply with their respective obligations set out in Schedule 11.

5.3 If the obligations of the Seller or the Purchaser under Schedule 11 are not complied with on the Completion Date in any material respect, the Purchaser (in the case of default by the Seller) or the Seller (in the case of a default by the Purchaser) shall be entitled (in addition to and without prejudice to all other rights and remedies available) by written notice to the Purchaser or the Seller, as the case may be:

(a) to defer Completion for a period of up to ten (10) Business Days (provided always that such date is prior to the Long Stop Date) so that the provisions of this Clause 5 shall apply to Completion as so deferred;

(b) to require the parties to proceed to Completion as far as practicable, having regard to the defaults which have occurred; and

(c) subject to Completion having first been deferred for a period of at least ten (10) Business Days under Clause 5.3(a) and the parties having used reasonable endeavours to effect Completion during that period, to terminate this Agreement by notice in writing to the Purchaser or the Seller, as the case may be.

5.4 All amounts expressed to be payable to the Seller pursuant to any provision of this Agreement shall be paid (without set-off or deduction) to the Designated Account, and the receipt of each such amount in the Designated Account 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.

5.5 All actions and transactions constituting the Completion pursuant to this Agreement (including, without limitation, this Clause 5 and Schedule 11), as well as all actions and transactions constituting the Completion under the Oss SPA, shall be regarded as one single transaction so that, at the option of the party having interest in the performance of the relevant specific action or transaction, no action or transaction constituting the Completion shall be deemed to have taken place if and until all other actions and transactions constituting the

Completion shall have been properly performed in accordance with the provisions of this Agreement and of the Oss SPA.

6 Seller Warranties

6.1 Prior to the Signing Date, the Purchaser has conducted a due diligence review regarding the Company (the “Due Diligence Review”). In connection therewith, the Purchaser and its advisors have had access to the Disclosure Material.

6.2 The Seller makes to the Purchaser the Seller Warranties contained in Schedule 6, which are, save as provided in Clause 6.4 below, true and accurate as of the date hereof and, save as provided in Clause 6.4 below, true and accurate as of the Bring-Down Date.

6.3 The Seller and the Purchaser acknowledge that the Seller Warranties are completely autonomous promises and substitute, without being subject to, in any respect, the discipline of the warranties of the seller provided for by the Code. As a particular consequence, inter alia, the Seller shall be liable for any Loss arising due to a breach of any of the Seller Warranties (subject to the limitations of liability set out in this Agreement) pursuant to the terms and conditions provided for in this Agreement (including, without limitation, this Clause 6 and Clauses 7 and 8 below), without being subject to or limited by, under any respects or circumstances, articles 1495 and 1497 of the Code, it being understood that the validity and enforceability of such obligation in strict compliance with the provisions hereof constitutes an essential and determining factor of the Purchaser’s consent to purchase the Quota on the terms and conditions set out in this Agreement.

6.4 Each Seller Warranty is given subject to all facts, matters and information Disclosed (or deemed to be Disclosed) in the Disclosure Letter. For the avoidance of doubt: (i) information contained in the Disclosure Letter is required to meet the standard of Disclosure set out in Clause 1.1 of this Agreement in order to be considered to be considered Disclosed for the purposes of this Agreement; (ii) the Seller shall not be liable for any breach of any Seller Warranty to the extent that the facts, matters or circumstances which form the basis of such breach have been Disclosed and (iii) the contents of all other Schedules of this Agreement shall not be considered Disclosed for the purposes of this Agreement and therefore shall neither limit nor exclude the liability of the Seller.

6.5 Each Seller Warranty shall be given on the Bring-Down Date subject to all facts, matters and information Disclosed in the Bring-Down Disclosure Letter and, accordingly, the Seller shall not be liable for any breach of any Seller Warranty to the extent that the facts, matters or circumstances which form the basis of such breach in respect of matters which occur following the execution of this Agreement are Disclosed in the Bring-Down Disclosure Letter and the Purchaser (acting reasonably) accepts in writing such additional Disclosure. It is acknowledged and agreed by the Seller that the only matters which may be validly Disclosed in the Bring-Down Disclosure Letter will be facts, matters or circumstances which occurred following the execution of this Agreement

6.6 If, between the Signing Date and the Completion Date, the Seller becomes aware of the occurrence - following the Signing Date - of any events or circumstances which may cause any of the Seller Warranties to become untrue or misleading, the Seller shall Disclose such matters to the Purchaser in writing as soon as reasonably practicable following the Seller becoming aware of any such events or circumstances.

6.7 Unless expressly provided in this Agreement, each of the Seller Warranties shall be separate and independent and shall not be limited by reference to any other Seller Warranty, Clause, paragraph or other section of this Agreement.

6.8 It is further acknowledged and agreed by the Seller that the fraudulent or wilful concealment by any one of Jamie Brundell, James McComasky, Hans Vorstenbosch, Ariana Lachello and Stefano Bruni at the date of this Agreement of any matter which occurred prior to execution of this Agreement and which would or might reasonably be expected to result in a breach of Warranty and Loss to the Company in excess of EUR 500,000 and of which the Purchaser becomes aware prior to the Completion Date shall entitle the Purchaser, on written

notice to the Seller, to terminate this Agreement (as well as the Oss SPA) prior to Completion and effective as at the date of the termination notice, and the parties shall be fully released from any of their respective all obligations hereunder, except for any rights or obligations arising under Clauses 12, 14, 22 and 30 below, and in any event without prejudice to any right of, or remedy available to, either party in connection with the breach by the other party of any of its obligations hereunder occurred prior to the date of termination of this Agreement.

7 Special Indemnities

7.1 The Seller shall indemnify and hold harmless the Purchaser on a EUR per EUR basis in respect of any and all Losses suffered by the Company and/or the Purchaser in connection with the following (the “Special Indemnities”):

(i) any Leakage Claim, in respect of which the provisions of Clauses 7.2 and 7.3 below shall apply;

(ii) the [*] Claim in respect of which the provisions of Clause 7.5 will apply;

(iii) any breach by the Seller of any Fundamental Warranties, in respect of which the provisions of Clause 7.4 below shall apply;

and provided that, for the sake of clarity, the Seller’s indemnification obligations referred to in this Clause 7.1 will not be subject to any limitations under Clause 8 below and the Purchaser shall have a direct right of recourse against the Seller in relation to the Special Indemnities. For the avoidance of doubt, the amount of any Loss to be indemnified by the Seller hereunder shall not be subject to any of the monetary limitations set out in Clause 8.4 nor count against such figures.

7.2 Leakage Claims

Notwithstanding anything to the contrary provided for herein (other than Clause 8.8), the Seller shall be liable and shall indemnify the Purchaser in respect of any Leakage Claim in respect of which Notice of Claim is given in accordance with the terms of this Agreement not later than six (6) months following the Completion Date (the “Leakage Claim Period”) under the penalty of forfeiture (a pena di decadenza), provided however that the Seller’s obligations under this Clause 7.2 shall survive the expiry of the time limit provided above in respect of any Leakage Claim where Notice of Claim has been given on or prior to the expiry of the Leakage Claim Period provided further that the Seller shall have no liability for any Leakage Claim for which a Notice of Claim is issued if legal proceedings in respect of such Leakage Claim are not commenced within six (6) months of the date of Notice of Claim.

7.3 Handling of Leakage Claims

If any event occurs which the Purchaser believes that could give rise to the Seller’s liability under Clause 7.1(i), the following provisions shall apply.

7.3.1 Within and not later than 10 (ten) Business Days after the Purchaser becoming aware of the occurrence of such event, the Purchaser shall promptly give a Notice of Claim to the Seller, provided that - for the sake of clarity - failure of Purchaser to provide a timely Notice of Claim shall not reduce or otherwise impact the Seller’s liability for the Leakage Claim unless the Seller suffers direct prejudice as a result of such failure or delay and in such case, only to the extent of any such prejudice provided always that Notice of Claim is given within the Leakage Claim Period.

7.3.2 The Seller shall have the right to challenge in writing the Notice of Claim within 20 (twenty) Business Days from the receipt thereof, by giving the Purchaser a notice specifying the subject matter of the Seller’s disagreement and its reasons, together with all reasonable details thereto (a “Notice of Disagreement”), provided that, if the Seller fails to timely challenge such Notice of Claim within the term provided in this Paragraph any claims of the Purchaser contained therein shall be deemed expressly acknowledged and accepted by the Seller, and the Seller shall pay the Purchaser the amount specified

in such Notice of Claim within, and no later than, the expiry of the 10th (tenth) Business Day period referred to in paragraph 7.3.1 above.

7.3.3 With respect to any Notice of Claim which is the subject of a Notice of Disagreement, during a period of 10 (ten) Business Days following receipt by the Purchaser of the Notice of Disagreement, the Seller and the Purchaser will attempt to resolve amicably and in good faith any differences that they may have with respect to any matters constituting the subject matter of such Notice, with a view to reaching an amicable agreement in respect of such matters. If, at the end of such period (or any mutually agreed upon extension thereof), the Seller and the Purchaser fail to reach agreement in writing with respect to all such matters, then all matters as to which agreement is not so reached (each a “Leakage Dispute”) may, thereafter, be submitted to the final determination of an independent appraiser to be jointly selected by the parties, or alternatively - failing the parties’ agreement - to be appointed by the then President of the Order of Chartered Accountants and Auditors of Milan (Italy) (Ordine dei Dottori Commercialisti e Revisori Contabili)upon request by the most diligent party (the “Expert”).

7.3.4 The Expert (1) shall consider only the Leakage Disputes, (2) shall act promptly to resolve all such disputes, (3) shall comply with the applicable provisions of this Agreement, (4) shall be empowered to act as an arbitrator only to the extent strictly required to resolve the Leakage Disputes and (5) its determinations with respect thereto shall be final, conclusive and binding upon the Purchaser and the Seller in accordance with the provisions of paragraph 7.3.6 below and shall not be subject to appeal. Upon resolution by the Expert of all Leakage Disputes, the Expert shall prepare and deliver to the parties its determinations with respect to each Leakage Dispute.

7.3.5 Any Leakage Claims in respect of which no Notice of Disagreement shall have been notified by the Seller to the Purchaser in accordance with paragraph 7.3.2 or which shall have been amicably settled between the parties pursuant to paragraph 7.3.3 and/or determined pursuant to paragraph 7.3.5 preceding, shall be final, conclusive and binding upon the Purchaser and the Seller.

7.3.6. Without prejudice to the provisions of paragraph 7.3.5, the settlement of determination of any Leakage Claim with regard to a particular item shall not be deemed or otherwise construed as limiting, reducing or adversely affecting the rights of the Purchaser under this Agreement in respect of any other Leakage Claim or other matter which is not the subject of such settlement or determination.

7.3.7 All fees and disbursements of the Expert due in connection with the provision of the services contemplated under this Clause 7.3 shall be equally shared between the Seller and the Purchaser or as may otherwise be determined by the Expert.

7.4 Fundamental Warranty Claims

Notwithstanding anything to the contrary provided for herein (other than Clause 8.8), the Seller shall be liable and shall indemnify the Purchaser on a EUR per EUR basis in respect of any Losses suffered by the Company and/or the Purchaser in connection with any actual breach, untruthfulness, incorrectness and/or inaccuracy of any Fundamental Warranties in respect of which a Notice of Claim is given to the Seller not later than three (3) years following the Completion Date; and provided that:

(a) the Seller’s obligations under this Clause 7.4 shall survive the expiry of the time limit provided above in respect of any breach, untruthfulness, incorrectness and/or inaccuracy of the Fundamental Warranties referred to therein where a Notice of Claim is given within such three (3) year period, provided further that the Seller shall have no liability for any Fundamental Warranty Claim for which a Notice of Claim is issued if legal proceedings in respect of such Fundamental Warranty Claim are not commenced within twelve (12) months of the date of Notice of Claim;

(b) the Seller’s aggregate liability pursuant to this Clause 7.4 shall not exceed the amount of the Consideration;

(c) the provisions of Clauses 8.10 and 8.11 below shall apply mutatis mutandis to the handling of any related Claims between the parties.

7.5 [*] Claim

7.5.1 Notwithstanding anything to the contrary provided for herein (other than Clause 8.8), the Seller shall be liable and shall indemnify the Purchaser for a period of twelve (12) months from the Completion Date, on a EUR per EUR basis, in respect of any Losses (up to the amount of the [*] Claim Cap) suffered by the Company and/or the Purchaser in connection with the [*] Claim.

7.5.2 In the event that the Company or the Purchaser receives any claim from [*] regarding the subject matter of the [*] Claim within the twelve (12) month period referenced in Clause 7.5.1 above, the Seller shall be entitled to assume (at the Seller’s expense) sole conduct of the [*] Claim, provided however that (i) the Seller shall inform the Purchaser of any meeting, development and material information with regard to the [*] Claim (allowing a representative of the Purchaser or the Company to attend such meetings as an observer) and (ii) in case of court proceedings brought by [*] against the Company, the latter shall be entitled to appoint (at its expense) legal counsel of its choosing to defend the claim, it being understood that to the extent permitted by the Lawthe Seller shall retain the primary conduct of any derivative and principal [*] Claim.

7.5.3 The Purchaser undertakes that it shall not (and, from the Completion Date, shall procure that the Company does not) take any action which would or might reasonably be expected to frustrate, delay or increase the liability of the Company in respect of the [*] Claim.

7.5.4 The Purchaser shall (and, from the Completion Date, shall procure that the Company shall) keep the existence of the indemnification provisions detailed in Clause 7.5.1 above strictly confidential and shall not disclose to [*], its affiliates or any of its or their officers, employees, agents, consultants or advisers that such indemnification has been given.

7.6 Exclusive Remedy

The Purchaser acknowledges and agrees that, except in case of fraud (dolo) or gross negligence (colpa grave), to the maximum extent permitted under Italian law the rights and remedies under this Clause 7 in connection with any breach by the Seller of any Seller Warranties shall be exclusive and in lieu of any other right, action, defence, claim or remedy which, but for this Clause 7.6, would be available to the Purchaser under any applicable Law or otherwise in connection with, or as a consequence of, any of the Seller Warranties being untrue or inaccurate. In particular, but without limitation, except in case of fraud (dolo) or gross negligence (colpa grave) and subject to the provisions of Clause 8.8 below, to the maximum extent permitted under Italian law no inaccuracy of any of the Seller Warranties shall entitle the Purchaser to rescind or terminate this Agreement or to refuse to effect the Completion or to perform its obligations under this Agreement, prior to, on, or after the Completion Date, including under article 1460 of the Code or to commence any action under articles 1492, 1494 and 1497 of the Code.

8 Limitation of Seller’s Liability

8.1 W&I Insurance Policy

The parties acknowledge that the Purchaser has entered into the W&I Insurance Policy in order to obtain further protection in the event of a breach of the Insured Warranties. The parties thus agree that with regard to the Seller Warranties:

(a) the Seller shall only be directly liable towards the Purchaser with regard to the Special Indemnities;

(b) other than the residual liability provided under Clause 8.2 below, with regard to the Insured Warranties, the Seller shall not have any liability towards the Purchaser, or the Purchaser be entitled to any actions against the Seller, in each case in respect of any Claim, irrespective of whether a Loss would be covered by the W&I Insurance Policy (and, if executed, the Environment Insurance Policy), except in case

such Claim (i) is based on fraud (dolo), or gross negligence (colpa grave) on behalf of the Seller or any member of the Seller’s Group and their respective Related Parties; and

(c) except as otherwise provided under this Agreement (including Clause 7.1 above), the Purchaser’s sole recourse for any breach by the Seller of the Insured Warranties shall be against the W&I Insurance Policy (and/or, if executed, the Environment Insurance Policy) in accordance with its terms, whether or not the W&I Insurance Policy (and/or, if executed, the Environment Insurance Policy) is actually effected by the Purchaser or remain in existence. Any failure by the Purchaser to effect the W&I Insurance Policy (and/or, if executed, the Environment Insurance Policy) or to maintain any of them, or any waiver or termination of that policy(ies) at any time, shall not operate to increase the liability of the Seller.

8.2 Seller’s Residual Liability

Subject to Clause 8.1, the Seller shall be liable in respect of any Losses suffered by the Company and/or the Purchaser in connection with any breach, untruthfulness, incorrectness and/or inaccuracy of the Insured Warranties in respect of which a Notice of Claim is given to the Seller by, or on behalf of, the Purchaser, not later than twelve (12) months following the Completion Date; and provided that:

(a) the Seller’s obligations under this Clause 8.2 shall survive the expiry of the time limit provided above in respect of any breach, untruthfulness, incorrectness and/or inaccuracy of the Insured Warranties where a Notice of Claim is given to the Seller prior to the expiry of such twelve (12) month period (it being understood that, in respect of contingent liabilities, the Purchaser shall be entitled to specify the amount claimed also after the expiry of the time limits set forth herein);

(b) the Seller’s aggregate liability pursuant to this Clause 8.2 shall not exceed EUR 57,025;

(c) the Purchaser shall have immediate right of recourse against the Seller in accordance with Clauses 8.11 and 8.12 below, without need to exhaust the claim procedure in accordance with the W&I Insurance Policy or the Environment Insurance Policy.

8.3 Monetary Limitations: De Minimis and Threshold

Without prejudice to article 1229 of the Code, anything herein or in any applicable Law to the contrary notwithstanding, the Seller shall not be liable for any Loss in respect of any breach, untruthfulness, incorrectness and/or inaccuracy of any Insured Warranties:

(a) where the amount due in connection with any single occurrence giving rise to a Loss pursuant thereto does not exceed EUR 5,702 (the “De Minimis”), unless the single occurrence giving rise to a Loss is part of a series of occurrences of the same kind arising out of the same or similar set of facts exceeding, in aggregate, EUR 5,702; or

(b) the aggregate of all amounts that would otherwise be due in respect of breaches of Insured Warranties (other than the Leakage Warranty) does not exceed EUR 57,025 (the “Threshold”), provided that, if said threshold is exceeded, the Seller shall be liable for the entire amount of the Losses attributable to such breaches (and not only the amount exceeding the Threshold).

8.4 Time Limitations

The Purchaser may issue a Notice of Claim to the Seller for the purposes of the W&I Insurance Policy:

(a) in respect of any actual or alleged breach, untruthfulness, incorrectness and/or inaccuracy of the Insured Warranties (other than the Insured Warranties referred to in paragraph (b) below) no later than 24 (twenty-four) months after the Completion Date; or

(b) in respect of any actual or alleged breach, untruthfulness, incorrectness and/or inaccuracy of the Insured Warranties referred to in paragraphs 11 (Environmental Matters), 14 (Permits), 15 (Insolvency), 18 (Employees, Agents and Consultants), 22 (Tax) of Schedule 6 no later than the 60^th (sixtieth) Business

Day after the expiry of the statute of limitation applicable to the situations constituting the subject matter of such Insured Warranties or giving rise to the payment obligation,

provided, however, that:

(i) the Seller’s liability in respect of any breach, untruthfulness, incorrectness and/or inaccuracy of any Insured Warranty shall expire on the date which is twelve (12) months after the Completion Date save in respect of any matter in respect of which a Notice of Claim has been given prior to such date (subject always to clause 8.6(e)); and

(ii) in respect of contingent liabilities, the Purchaser shall be entitled to specify the amount claimed also after the expiry of the time limits set out in this Clause 8.4.

8.5 Other Compensation

The Seller 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 (including by any insurers or other parties) without cost to neither the Purchaser nor the Company.

8.6 General Exclusions

Subject to applicable Laws, no liability shall attach to the Seller in respect of any Claim to the extent that:

(a) the Claim or the events giving rise to the Claim would not have arisen but for an act, omission or transaction of the Purchaser’s Group, or which would not have arisen but for any claim, election or surrender or disclaimer made or omitted to be made or notice or consent given or omitted to be given by the Purchaser’s Group under the provisions of any statutes relating to Tax;

(b) the Claim occurs or is increased as a result of:

(i) any change in the accounting principles or practices of the Purchaser introduced or having effect after the Completion Date; or

(ii) any increase in the rates of Tax made after the Completion Date; or

(iii) any change in Law or regulation or in the interpretation or administration of any Authority, in each case, not actually in force at the Completion Date; or

(c) the Claim is for Tax which arises in respect of the ordinary course of business of the Company after the Completion Date; or

(d) the Claim relates to a claim or liability for Tax and would not have arisen but for any winding-up or cessation after Completion of any business or trade carried on by the Purchaser’s Group.

(e) legal proceedings in respect of any Claim are not commenced within six (6) months of the date of Notice of Claim.

8.7 Provisions in the Locked Box Accounts - Contingent Assets

The Seller shall not be liable under this Agreement in respect of any Claim to the extent that the Locked Box Accounts include any provision which specifically relates to the facts, circumstance or matters giving rise to any such Claim.

8.8 No Double Recovery

The Purchaser shall not be entitled to recover more than once in respect of the same Loss.

8.9 Fraud (dolo) or gross negligence (colpa grave)

None of the limitations in this Clause 8 shall apply to any Claim which arises or is increased, or to the extent to which it arises or is increased, as the consequence of, or which is delayed as a result of, fraud (dolo) or gross negligence (colpa grave) by, or wilful concealment of, or on behalf of the Seller or any member of the Seller’s Group and their respective Related Parties.

8.10 Handling of Claims

Subject to Clauses 7.4, 8.1 and 8.2, if any event occurs which the Purchaser believes that could give rise to the Seller’s liability under Clause 7 and in respect of which the Purchaser has immediate right of recourse against the Seller in accordance herewith, the following provisions shall apply.

8.10.1 Within and not later than 30 (thirty) Business Days after the Purchaser becoming aware of the occurrence of such event, the Purchaser shall give to the Seller a Notice of Claim, and shall provide all reasonable particulars thereof, including (i) the nature of the Claim, (ii) the amount of Losses constituting the subject matter of the Claim hereunder (to the extent known or reasonably computable at the date of such notice), and (iii) the provision(s) of this Agreement on the basis of which such amount is claimed. The Notice of Claim shall also specify whether it arises from a claim by a person (including, for the avoidance of doubt, any notice by any public Authority of any actual or alleged infringement of any Law) against the Purchaser or the Company (a “Third Party Claim”) or whether the Notice of Claim is asserted directly by the Purchaser (a “Direct Claim”). For sake of clarity, the failure of Purchaser to provide a timely Notice of Claim pursuant to this Agreement shall not reduce or otherwise impact the Seller’s liability for such Claim unless the Seller suffers direct, material prejudice as a result of such failure or delay and in such case, only to the extent of any such prejudice.

8.10.2 The Seller shall have the right to challenge in writing the Notice of Claim within 30 (thirty) Business Days from the receipt thereof, specifying the subject matter of the Seller’s disagreement and its reasons, together with all reasonable details thereto, provided that, if the Seller fails to timely challenge such Notice of Claim within the term provided in this Paragraph, without prejudice to any other right or remedy of the Purchaser, any claims of the Purchaser contained therein shall be deemed expressly acknowledged and accepted by the Seller, and the Seller shall pay the Purchaser the amount specified in such Notice of Claim within, and no later than, the tenth (10^th) Business Day following the expiry of the 30 Business Day period referred to above.

8.10.3 With respect to any Notice of Claim, during a period of 20 (twenty) Business Days following the notice by the Seller under the preceding paragraph 8.10.2, the Seller and the Purchaser will attempt to resolve amicably and in good faith any differences that they may have with respect to any matters constituting the subject matter of such notice, with a view to reaching an amicable agreement in respect of such matters. If, at the end of such period (or any mutually agreed upon extension thereof), the Seller and the Purchaser fail to reach agreement in writing with respect to all such matters, then all matters as to which agreement is not so reached may, thereafter, be submitted to arbitration pursuant to Clause 30.2.

8.11 Handling of Third Party Claims

If a Notice of Claim is a result of a Third Party Claim, the following provisions shall apply:

8.11.1 The Seller shall have the right to participate, and, to the maximum extent permitted by Law, join, at its own expenses, through counsel appointed in its name and on its behalf (which counsel shall be reasonably satisfactory to the Purchaser), in the defense of any Third Party Claim asserted or initiated against the Company and/or the Purchaser constituting the subject matter of a Notice of Claim. The Seller will cooperate with the Purchaser in the preparation for and the prosecution of the defense of such claim, action, suit or proceeding, including making available evidences within the control of the Seller;

8.11.2 to the extent that the Seller has accepted in writing to indemnify the Purchaser in relation to a Notice of Claim relating to a Third Party Claim, the Purchaser shall not, and shall cause the Company (as

applicable) not to, make or accept any settlement of any claim, action, suit or proceeding asserted or initiated against the Purchaser, and/or the Company constituting the subject matter of such Notice of Claim or, as the case may be, having resulted from any such claim, action, suit or proceeding, without the Seller’s prior written consent, which consent shall not be unreasonably withheld or delayed; and

8.11.3 to the extent that the Seller has accepted in writing to indemnify the Purchaser in relation to a Notice of Claim relating to a Third Party Claim, and if a firm offer is made to the Company or the Purchaser to settle any matter giving rise to the Seller’s liability under Clause 7 that the Seller, but not the Purchaser, is willing to accept, the Purchaser and/or the Company (as the case may be) shall be free not to enter into such settlement and to commence or continue litigation, at its/their own expense, but the Seller’s liability under Clause 7 shall be limited to the amount of the proposed settlement, except to the extent such settlement contained non-financial obligations to which the Purchaser reasonably objected, in which case no such limitation of Seller’s liability shall apply.

9 Purchaser’s Warranties and Undertakings

9.1 The Purchaser warrants to the Seller that the statements set out below are true and accurate as at the date of this Agreement:

(a) the Purchaser is a company validly existing, duly incorporated and in good standing under the Laws of its jurisdiction of incorporation;

(b) 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”);

(c) 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;

(d) the Purchaser is acting as principal and not as agent or broker for any other person and no other person than the Purchaser will be interested in the Quota;

(e) it is not insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to it nor has it entered into any winding-up, liquidation or analogous procedure;

(f) the Purchaser has available cash and/or ‘certain funds’ commitments or facilities enabling the Purchaser to perform its obligations hereunder;

(g) neither the execution and delivery of this Agreement by the Purchaser nor the performance by the Purchaser of the Transaction and its obligations hereunder violates any provision of the by-laws of the Purchaser or, as far as the Purchaser is aware, any law or judgement applicable to the Purchaser;

(h) as far as the Purchaser is aware, save for the Clearance, no filing or registration with, no notice to and no permit, authorization, consent or approval of any third party or any Authority is necessary for the consummation by the Purchaser of the Transaction.

10 Interim Management

10.1 Undertaking of the Seller

Except as otherwise expressly provided in other provisions of this Agreement, during the period comprised between the Signing Date and the Completion Date (both dates included, the “Interim Period”), the Seller shall cause the business of the Company to be properly conducted, in its ordinary course, including the management of the net financial position and of the working capital, in a prudent and customary manner, with a view to preserving the goodwill thereof and without entering into any agreement, or incurring any obligation, liability or indebtedness or taking any other action which exceeds the limits of the ordinary conduct of business

and/or which might reasonably be expected to be detrimental to the Company and/or the Purchaser. In particular, subject to the exceptions referred to hereinabove, the Seller shall cause the Company not to do any of the following actions without the prior written consent of the Purchaser (whose consent shall not be unreasonably denied):

(a) make any substantial change in the nature or organization of its business;

(b) discontinue or cease to operate all or a material part of its business;

(c) amend its Articles, or pass any resolution that is inconsistent with their provisions;

(d) create, allot or issue any share capital or loan capital;

(e) create, issue or grant any option or right to subscribe for, any share capital, premium, reserves or loan capital;

(f) repay, redeem or reduce any share capital;

(g) purchase, sell, transfer, encumber, license (as licensor or licensee) or otherwise acquire or dispose (whether by one transaction or by a series of transactions) of any tangible or intangible assets, business or undertakings having a unit value in excess of EUR 25,000 (twenty five thousand) or, anyway in aggregate in excess of EUR 150,000 (one hundred fifty thousand);

(h) acquire, dispose of (in any form and manner), or Encumber, any participations in the equity of other companies or acquire, dispose of, or lease (as lessor or lessee) any asset, business (“azienda”) or going concern thereof (“ramo di azienda”);

(i) enter into, amend, or terminate any agreement involving expenditure of any kind by the Company in excess of EUR 25,000 (twenty five thousand) per annum (except for orders of raw materials, packaging materials, transportation or logistic services or other inputs in the ordinary course of business), or having a duration extending 3 (three) months beyond the Completion Date;

(j) enter into, amend or terminate any agreements with suppliers and/or customers in such a way as to result in a material detriment to the Company;

(k) make or incur any new capital expenditure in excess of the aggregate amount of EUR 50,000 (fifty thousand), except for those which should be required to assure the ordinary functioning of the production activity of the Company or for those detailed in the business plan of the Company;

(l) enter into any new loan or incur any other new bank indebtedness (other than by bank overdraft, the Factoring Agreement or similar facility in the ordinary course of business and within the limits subsisting at the date hereof) or incur any other indebtedness, in each case in excess of EUR 25,000 (twenty five thousand);

(m) other than the use of the facilities under the Factoring Agreement consistent with past practice, utilize existing credit facilities for amounts which are in excess of the aggregate amount of EUR 50,000 (fifty thousand); or amend, cancel or cause the acceleration of, any credit facilities, loans, financing agreements or other outstanding bank indebtedness;

(n) make any loan (other than the granting of any trade credit in the ordinary course of business) to any person;

(o) give any guaranty of, or undertake any indemnity or enter into any other arrangement to secure, the obligations of third parties, or incur liability, financial or other obligations (whether accrued, contingent or otherwise) to guarantee or secure obligations of third parties;

(p) amend, to any material extent, any of the terms on which goods, facilities or services having a value in excess of EUR 25,000 (twenty five thousand) are supplied;

(q) change its accounting reference date, accounting methods, principles, practices or policies;

(r) make any amendment to the terms and conditions of employment (including, without limitation, remuneration, pension entitlements and other benefits) of any Employee (other than increases required by Law or by the applicable collective bargaining which the Seller shall notify to the Purchaser as soon as reasonably possible);

(s) provide or agree to provide any gratuitous payment or benefit to any Employee or Consultant;

(t) hire any employee, or take any steps, directly or indirectly, to terminate the contract of employment of any Employee whose annual salary exceeds EUR 50,000 (fifty thousand), or induce or attempt to induce any such employee to terminate his/her employment, other than for cause pursuant to article 2119 of the Code or for a justified objective or subjective reason, or amend in any material respect (other than as required by law) the terms and conditions of employment of any such Employee;

(u) waive, settle, accept, or make acquiescence to, any outstanding claim, whether active or passive, exceeding EUR 50,000 (fifty thousand) per claim;

(v) enter into, amend or terminate any agreement, arrangement or obligation (legally enforceable or not) (i) between the Company and any director of the Company or its Related Parties are a party to, and/or (ii) which may trigger (contractually or otherwise) any Company’s obligation or liability to any Related Person;

(w) materially delay the payment of any amount due to their suppliers in a way which is not consistent with past practice or solicit or agree to the extension of the payment terms applicable to any suppliers pursuant to the ordinary commercial practice of the Company;

(x) declare, make or pay any dividend or other distribution;

(y) make or change any Tax election, amend any Tax return or take any Tax position on any Tax return, apply for or obtain any Tax ruling or make any settlement that may give rise to an increase of any Tax liability of the Company outside the ordinary course of business and deviating from past practice;

(z) change its residence for tax purposes or establish any branch, agency, permanent establishment or other taxable presence in any jurisdiction outside the jurisdiction of incorporation; and/or

(aa) make any payments and/or exercise any of its rights and/or fulfil any of its obligations under the Intercompany Agreements and/or under any other agreements with any member of the Seller’s Group; and/or

(bb) agree, undertake, or commit to do any of the foregoing.

10.2 Notwithstanding anything to the contrary in Clause 10.1, the Seller and the Company shall not be prevented from undertaking, be required to obtain the Purchaser’s consent in relation to, or incur any liability towards the Purchaser as a result of effecting any of the following prior to the Completion Date:

(a) the fulfilment of any obligations as required by applicable Law;

(b) the implementation of any transaction or the taking of any action permitted or provided for under any Transaction Document in accordance with its terms;

(c) any Post Locked Box Date Lending up to EUR 600,000, provided that in any event the relevant funding shall not occur after the sixth (6th) Business Day prior to Completion Date;

(d) the implementation of any matter set out in the Steps Paper in accordance with the terms of the Steps Paper; or

(e) any matter reasonably undertaken in an emergency or disaster evident situation with the intention of minimising any adverse effect on the Company.

10.3 Right to Access

Between the Signing Date and through the Completion Date, the Seller procure that the Company allows the Purchaser and its representatives and advisors reasonable access to, and to take copies of, the books, records and documents of or relating in whole or in part to the Company and its business, including, without limitation, minutes, contracts, licenses, supplier lists and customer lists in the possession or control of the Company or otherwise used in the operation of its business , provided that the obligations under this Clause 10.3 shall not extend to allowing access to information which is reasonably regarded as confidential to the activities of the Seller otherwise than in relation to the Company or its business and further provided that such access shall: (i) be at the sole cost of the Purchaser; (ii) shall not unreasonably interfere with the business or operations of the Company; or (iii) require the Company to take any action which would be in breach of Law or applicable regulation.

10.4 Marketing materials

The Seller shall and shall procure that all companies of the Seller's Group shall, as soon as reasonably practicable and in any event within six (6) months of the Completion, discontinue and remove any reference (in its websites, marketing materials and any other communication medium) to the Company and Oss wherever the same are used.

11 Non-Solicitation Undertaking

11.1 The Purchaser hereby agrees and covenants that, without the prior written consent of the Seller, for a period of 2 (two) years after the Completion Date, it shall not, directly or indirectly:

(i) solicit for employment, hire or otherwise retain any senior or key director, officer or employee of the Seller and/or any member of the Seller’s Group operating under the “Brabant Alucast” name (other than the Company and Oss) except as set forth in Part A of Schedule 17;

(ii) solicit business in relation to certain parts set forth in the purchase orders listed for each party in Part B of Schedule 17 (the “Restricted Contracts”), provided for the sake of clarity that Purchaser shall be entitled to freely pursue any relationship with the relevant customers other than in relation to the Restricted Contracts.

11.2 The Seller hereby agrees and covenants that, without the prior written consent of the Purchaser, for a period of 2 (two) years after the Completion Date, it shall not, directly or indirectly:

(i) solicit for employment, hire or otherwise retain any senior or key director, officer or employee of the Purchaser and/or any member of the Purchaser’s Group (including, for the avoidance of doubt (the Company and Oss);

(ii) solicit business similar to the business of the Company, which, for the avoidance of doubt, shall not mean the business of Seller provided for in the Restricted Contracts.

11.3 The Seller agrees that the obligations of the Purchaser or the relevant member of the Purchaser's Group under the Purchase Order Agreements, the Subcontracting Agreement and/or the Transitional Services Agreement shall not qualify as a breach of any obligation under this Clause 11.

12 Confidentiality and Announcements

12.1 Announcements

No announcement, communication or circular concerning the existence or provisions of this Agreement or any other Transaction Document shall be made or issued by or on behalf of either party or any of the Seller’s Group or the Purchaser’s Group (as applicable) without the prior written approval of the other party (such consent not to be unreasonably withheld or delayed). This shall not affect any announcement, communication

or circular required by Law or any governmental or regulatory body, court order or the rules of any relevant stock exchange or any contractual obligation. In consideration of the disclosure obligations applicable to the Purchaser's parent company in connection with the listing of its securities on a regulated market, the Seller hereby agrees (subject to applicable law and regulatory restrictions) to promptly provide the Purchaser with such information relating to the Seller (or other members of the Seller's Group) as may reasonably be required by the Purchaser, for the purpose of enabling the Purchaser to duly and timely disclose - in accordance with applicable regulations - the execution of this Agreement and the consummation of the Completion.

12.2 Confidentiality

Subject to Clause 12.1 and save as otherwise provided for in this Agreement or reasonably required in connection with the implementation of the transactions contemplated hereby, from the Signing Date to the date falling two years following such date:

(i) 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:

(A) the existence or the provisions of any Transaction Documents; or

(B) the negotiations relating to any Transaction Documents;

(ii) the Seller 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 business, financial or other affairs (including future plans and targets) of the Company, the Purchaser and/or any member of the Purchaser Group; and

(iii) 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 or the Seller’s Group (provided that, for the purposes hereof, the Company shall not be deemed as belonging to such Group).

The provisions of this Clause 12.2 shall not prohibit disclosure or use of any information if and to the extent:

(i) the disclosure or use is required to vest the full benefit of this Agreement in a party;

(ii) the information is or becomes publicly available (other than by breach of this Agreement);

(iii) the disclosing party has obtained prior written approval from the other party to the disclosure or use;

(iv) the information is independently developed after Completion other than on the basis of any Confidential Information;

(v) the disclosure or use is required by Law, any governmental or regulatory body 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);

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

(vii) the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party;

(viii) the disclosure is made to any member of the Seller’s Group or any actual or prospective limited partner of any member of the Seller’s Group provided such person undertakes to comply with the provisions hereof in respect of such information as if it were a party to this Agreement;

(ix) the disclosure is made by the Purchaser to any member of the Purchaser’s Group provided such person undertakes to comply with the provisions hereof in respect of such information as if it were a party to this Agreement and that the disclosing party remains liable for any breach of the confidentiality

obligations set out herein by such person;

(x) the disclosure is made to professional advisers or actual or potential debt or equity financiers of any party or of any member of the Seller’s Group on a need to know basis provided that such persons undertake to comply with the provisions hereof in respect of such information as if it were a party to this Agreement and that the disclosing party remains liable for any breach of the confidentiality obligations set out herein by such person; or

(xi) 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 professional 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 herein by such person,

provided that prior to disclosure or use of any information pursuant to paragraphs (v) and (vi), the party concerned shall promptly notify (to the extent permitted by any applicable Law or regulation) the other party of such requirement with a view to providing (if reasonably practicable to do so) the other party with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use.

13 Purchaser’s Undertakings

13.1 The Purchaser shall at its own cost procure that the Company shall as soon as reasonably practicable and in any event within:

(a) six (6) months of the Completion Date in respect of signage;

(b) six (6) months of the Completion Date in respect of stationery (including letterheads and business cards); and

(c) twelve (12) months of the Completion Date in respect of any other matters,

(each such period being a “Relevant Period”) cease to use or display in any manner whatsoever the Group Trade Marks or any similar mark, name, design or logo wherever the same are used, it being acknowledged and agreed in each case that (i) during any such Relevant Period the Company shall be entitled to use the Group Trade Marks for the purpose specified in the relevant paragraph above on terms that the Company shall cease using the Group Trade Marks for such purpose prior to or on the expiry of the applicable Relevant Period in accordance with the provisions of this Clause 13 and (ii) to the extent that at the end of the Relevant Period referenced under (c) above the Purchaser has not yet accomplished the removal of the Company's previous corporate name from any permits, license or other administrative document, but is constructively working towards such objective, Purchaser shall not be deemed to be in breach of this Clause 13.

13.2 Subject to Clause 13.1, the Purchaser expressly acknowledges and agrees that:

(a) all intellectual property rights (including, for the avoidance of doubt, the domain name ‘brabant alucast.com’ in and to the “Brabant Alucast” name and the Group Trade Marks are owned by, belong to and vest with the Seller’s Group;

(b) all new materials produced by the Company after Completion shall not refer to, use or include the “Brabant Alucast” name or the Group Trade Marks;

(c) the “Brabant Alucast” name and the Group Trade Marks shall not be used in any manner that creates, purports to create, or might reasonably be considered to be intended to create legal obligations on the part of any member of the Seller’s Group;

(d) the Purchaser shall not, and shall procure that the Company shall not, knowingly do, or fail to do, anything which act or omission is likely to damage the validity or goodwill of the “Brabant Alucast” name or the Group Trade Marks; and

(e) the rights granted in Clause 13.1 are personal to the Purchaser and the Company, which shall have no right to assign or grant sub-licences of such rights.

13.3 The Purchaser shall indemnify and hold harmless the Seller from and against any and all Losses suffered by it as a result of the use by the Company of the “Brabant Alucast” name or the Group Trade Marks after the expiry of the Relevant Period set forth in Clause 13.1.

13.4 As soon as practicable following Completion, the Purchaser shall, as required by the Company or the Seller (at the sole cost of the Purchaser), enter into such guarantees, surety letters, letters of credit or indemnities as necessary in order for the Seller (or any member of the Seller’s Group) to be released from (or - if such release proves to be impossible - counter-guaranteed in respect of) any obligations arising from the guarantees, surety letters, letters of credit or indemnities currently given by the Seller (or any member of the Seller’s Group) in favour of the Company, as they are listed in Schedule 18 (the “Guarantees Schedule”).

13.5 The Purchaser shall indemnify and hold harmless the Seller or the concerned member of the Seller’s Group from and against any and all Losses suffered by either of them after Completion in connection with any guarantees, surety letters, letters of credit or indemnities listed in the Guarantees Schedule. Each member of the Seller’s Group identified in the Guarantees Schedule may enforce the terms of this Clause 13.5.

13.6 While the provisions set out in Clause 13 are considered by the parties to be fair and reasonable in the circumstances, it is agreed that if any of them should be judged to be void or ineffective for any reason, but it would be treated as valid and effective if part of the wording was deleted, they shall apply with such modifications as necessary to make them valid and effective.

14 Costs and Expenses

Except where this Agreement provides otherwise, each party shall pay its own costs and expenses in connection with the negotiation, preparation and performance of this Agreement and the Transaction Documents or otherwise incurred in relation to it with a view to the sale and purchase hereunder.

15 Stamp Duty, Fees and Taxes

The Purchaser shall bear the cost of all stamp duty, notarial fees and all registration and transfer Taxes payable in connection with the sale and purchase of the Quota. The Purchaser shall be responsible for arranging the payment of such stamp duty and all other such fees and Taxes, including fulfilling any administrative or reporting obligation in connection with such payment. The Purchaser shall indemnify the Seller and all members of the Seller’s Group against any Losses suffered as a result of the Purchaser failing to comply with its obligations under this Clause 15. The Seller shall bear the cost of all stamp duty, notarial fees and all registration and transfer Taxes payable in connection with the release of all security over the Quota or assets of the Company (if any) duly executed by the relevant members of the Seller's Group in accordance with Schedule 11.

16 Grossing-up

16.1 Unless as otherwise required by applicable Law or agreed upon between the parties, all sums payable under this Agreement shall be paid free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever. If any deductions or withholdings are required by Law, the payor shall be obliged to pay to the recipient such sum as will after such deduction or withholding has been made leave the recipient with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding, provided that if either party to this Agreement shall have assigned or novated or declared a trust in respect of the benefit in whole or in part of this Agreement or shall have changed its tax residence or the permanent establishment to which the rights under this Agreement are allocated then the liability of the other party under

this Clause 16.1 shall be limited to that (if any) which it would have been had no such assignment, novation, declaration of trust or change taken place.

16.2 The recipient or expected recipient of a payment under this Agreement shall claim from the appropriate Tax Authority any exemption, rate reduction, refund, credit or similar benefit (including pursuant to any relevant double tax treaty) to which it is entitled in respect of any deduction or withholding in respect of which a payment has been or would otherwise be required to be made pursuant to Clause 16.1 and, for such purposes, shall, within any applicable time limits, submit any claims, notices, returns or applications and send a copy of them to the payor.

16.3 If the recipient of a payment made under this Agreement receives a credit for or refund of any Tax payable by it or similar benefit by reason of any deduction or withholding for or on account of Tax then it shall reimburse to the payor such part of such additional amounts paid pursuant to Clause 16.1 above as the recipient of the payment certifies to the payor will leave it (after such reimbursement) in no better and no worse position than would have arisen if the payor had not been required to make such deduction or withholding.

17 VAT

If any payment under this Agreement constitutes the consideration for a taxable supply for VAT purposes, then in addition to that payment the payer shall pay, or if the reverse change applies account for, any VAT due, subject unless the reverse charge procedure applies, to provision of a valid VAT invoice.

18 Further Assurance

18.1 The Seller and the Purchaser each undertakes that it shall during the period of 6 months following the Completion Date execute and deliver all such instruments and other documents and take all such actions (to the extent within its power) as the Purchaser or the Seller (as applicable) may reasonably require in order to give effect to the terms of this Agreement.

18.2 Subject in any event to Clause 12, following Completion, subject to such information being held confidentially in accordance with Clause 12 (and as if the two year time limitation on such confidentiality obligations commenced at the date on which such information is provided to the Seller), if requested by the Seller, the Purchaser shall grant the Seller (and any concerned member of the Seller’s Group) reasonable access (including the right to take copies at the Seller’s expense but subject to the Purchaser’s prior written consent) to the Books and Records of the Company which are reasonably required by the Seller or such other member of the Seller’s Group for the purpose of dealing with its Tax and accounting affairs (including such information as is reasonably required by the Seller in order to negotiate, refute, settle, compromise or otherwise deal with any claim, investigation, reporting requirement or enquiry by any competent legal or regulatory authority, Tax Authority and, to the extent necessary, to assist in the defence of the [*] Claim or the [*] Claim.

19 Effect of Completion

The provisions of this Agreement and of the other Transaction Documents which remain to be performed following Completion shall continue in full force and effect notwithstanding Completion taking place.

20 Assignment

Except as set forth in this Agreement or previously authorized in writing by the other party, neither party may assign, transfer, create an Encumbrance, declare a trust of or otherwise dispose of all or any part of its rights, benefits or obligations under this Agreement, save that

(a) the Seller may assign (in whole or in part) the benefit of this Agreement to any other member of the Seller’s Group (provided that such assignment shall not release the Seller from any of its obligations under this Agreement); and

(b) the Purchaser may assign its rights and obligations under this Agreement to the Designee in accordance with Clause 1.3,

provided that, any such assignee shall not be entitled to receive under this Agreement any greater amount than that to which the assignor would have been entitled and neither the Purchaser nor the Seller, as applicable shall be under any greater obligation or liability than if such assignment had never occurred.

21 Payment

21.1 Any payments pursuant to this Agreement shall be effected by crediting for same day value the account specified by the Seller or the Purchaser (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.

21.2 Payment of a sum in accordance with this Clause 21 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.

21.3 Any amount payable by the Seller to, or at the discretion of, the Purchaser under this Agreement shall, so far as possible, be deemed to be a reduction of the Consideration. For the avoidance of doubt, any amount paid by the Escrow Agent to the Purchaser in relation to the [*] Claim shall be intended as a reduction of the Consideration.

21.4 If any sum required to be paid by any party under this Agreement (or any Transaction Document) is not paid when it is due, such amount shall bear interest at the rate of three per cent (3%) per annum over the base EURIBOR lending rate of European Central Bank from time to time, calculated on a daily basis for the period from the relevant due date for payment up to and including the date of actual payment.

22 Notices

22.1 Any notice, demand or other communication to be given or made under or in connection with this Agreement (a “Notice”) shall be:

(a) in writing in the English language;

(b) signed by or on behalf of the party giving it; and

(c) delivered personally by hand or by courier using an internationally recognised courier company, or by telefax.

22.2 A Notice to the Seller shall be sent to the following address, or such other person or address as the Seller may notify to the other parties from time to time:

Address: Brabant Alucast Services B.V., co/o Brabant Alucast the Netherlands Site Heijen B.V., De Grens 45, 6598DK, Heijen, the Netherlands

Email: j.brundell@brabantalucast.com

Attention: Jamie Brundell

With a copy by email (which shall not constitute notice) to:

Dechert LLP (for the attention of Ross Allardice), 160 Queen Victoria Street, London, EC4V 4QQ, Ross.Allardice@dechert.com

and

Endless LLP (for the attention of Simon Hardcastle) at 3 Whitehall Quay, Leeds LS1 4BF

22.3 A Notice to the Purchaser shall be sent to the following address, or such other person or address as the Purchaser may notify to the other party from time to time:

Address:

Shiloh Industries Inc.

47632 Halyard Drive

Plymouth, MI 48170

Fax+ 1 734-738-1480

Attention:Mr. Kenton Bednarz (kenton.bednarz@shiloh.com)

With a copy by email (which shall not constitute notice) to:

Bird&Bird Studio Legale (for the attention of Stefano Silvestri), via Borgogna No. 8, 20122 Milan, Italy, stefano.silvestri@twobirds.com.

22.4 In the absence of evidence of earlier receipt, any Notice served in accordance with Clause 22.1 shall be deemed given:

(a) in the case of personal delivery by hand, at the time of delivery;

(b) in the case of delivery by an internationally recognised courier company, on the date and at the time of signature of the courier’s delivery receipt; and

(c) in the case of delivery by telefax, upon issuance by the fax machine of a positive transmission report.

22.5 For the purposes of this Clause 22:

(a) all times are to be read as local time in the place of deemed receipt; and

(b) if deemed receipt under this Clause 22 is not within business hours (meaning 9.00 am to 5.30 pm on a Business Day in the place of receipt), the Notice is deemed to have been received when business next starts in the place of receipt.

22.6 To prove delivery, it is sufficient to prove that, if sent by pre-paid first-class post or airmail, the envelope containing the Notice or other communication was properly addressed and posted.

22.7 The parties hereby designate their respective addresses for the giving of notice, as set forth in Clause 22.3, as their respective domiciles at which service of process may be made in any arbitration, legal action or proceeding arising hereunder.

22.8 Notice shall not be validly given if sent by email.

23 Invalidity

23.1 If any provision in this Agreement is or becomes illegal, void, 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.

23.2 To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 23.1 then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed to be severed from this Agreement. The remaining provisions will, subject to any deletion or modification made under Clause 23.1, not be affected, remain in full force in that jurisdiction and all provisions shall continue in full force in any other jurisdiction.

24 Entire Agreement

This Agreement contains the whole and only agreement between the parties relating to the subject matter of this Agreement and supersedes any previous written or oral agreement between the parties (or any of them) in relation to matters dealt with in this Agreement.

25 Agreement Prevails

If there is any inconsistency between the provisions of this Agreement and those of any other Transaction Document, then the provisions of this Agreement shall prevail.

26 Variation

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of the parties.

27 No Waiver

27.1 No failure or delay by any party (or time or indulgence given) in exercising any remedy, right, power or privilege under or in relation to this Agreement shall operate as a waiver of the same, nor shall any single or partial exercise of any remedy, right, power or privilege preclude any other or further exercise of the same or the exercise of any other remedy, right, power or privilege.

27.2 No waiver by any party of any requirement, term, provision or condition of this Agreement, or of any remedy or right under this Agreement, and no consent granted under this Agreement, shall have effect unless in writing and signed by or on behalf of the waiving or consenting party and then only in the instance and for the purpose for which it is given.

28 Counterparts

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Each of the parties may enter into this Agreement by executing any such counterpart and this Agreement shall not take effect until it has been executed by all parties. By executing this Agreement, the Purchaser authorizes Mr. Kenton Bednarz to initial the Schedules (including any Annexes thereto) on its behalf.

29 Time of the Essence

Time shall be of the essence of this Agreement both as regards any dates, times and periods mentioned and as regards any dates, times and periods which may be substituted for them in accordance with this Agreement or by agreement in writing between the parties.

30 Governing Law and Submission to Jurisdiction

30.1 This Agreement (and the other Transaction Documents which are not expressed to be governed by another Law) and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and shall be construed in accordance with Italian law.

30.2 Any dispute arising out of or in connection with the provisions of this Agreement (including, for the sake of clarity, in connection with the Special Indemnities or in connection with the Transfer Instrument) shall be finally settled under the International Arbitration Rules of the Chamber of National and International Arbitration of Milan by three arbitrators appointed in accordance with the said Rules. The venue of arbitration shall be in Milan, Italy. The language of arbitration shall be English.

30.3 Without prejudice to the above, any legal proceedings howsoever connected with this Agreement that cannot be submitted to arbitration shall be subject to the exclusive jurisdiction of the Court of Milan, Italy.

This Agreement has been entered into by the parties on the date first above written.

***

[SIGNATURE PAGE TO FOLLOW]

If you agree with the foregoing proposal, please indicate your acceptance thereof by sending us a letter which reproduces the contents of this letter and its schedules, duly initialled in each page and signed by way of acceptance by a representative authorised to bind your company in respect of the above.

Yours faithfully,

Signed for and on behalf of SHILOH HOLDINGS NETHERLANDS B.V., by	/s/ H. D. de Rijk
	Authorised Signatory H. D. de Rijk
	/s/ Kenton M. Bednarz
	Authorised Signatory Kenton M Bednarz

This Agreement has been entered into by the parties on the date first above written.

Signed for and on behalf of BRABANT ALUCAST SERVICES B.V. by	/s/ Jamie Brundell
	Name: Jamie Brundell Title: CEO
	/s/ Hans Vorstenbosch
	Name: Hans Vorstenbosch Title: Managing Director

Signed for and on behalf of SHILOH HOLDINGS NETHERLANDS B.V., by	/s/ H. D. de Rijk
	Name: H. D. de Rijk Title: managing director A
	/s/ Kenton M. Bednarz
	Name: K. M. Bednarz Title: managing director B

EX-31.1

EXHIBIT 31.1

PRINCIPAL EXECUTIVE OFFICER'S CERTIFICATION PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ramzi Hermiz, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Shiloh Industries, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Ramzi Hermiz

Ramzi Hermiz

President and Chief Executive Officer

Date: March 8, 2018

EX-31.2

EXHIBIT 31.2

PRINCIPAL FINANCIAL OFFICER'S CERTIFICATION PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, W. Jay Potter, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Shiloh Industries, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ W. Jay Potter

W. Jay Potter

Senior Vice President and Chief Financial Officer

Date: March 8, 2018

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Shiloh Industries, Inc. (the "Company") on Form 10-Q for the three months ended January 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Dated:March 8, 2018

/s/ Ramzi Hermiz

Ramzi Hermiz

President and Chief Executive Officer

/s/ W. Jay Potter

W. Jay Potter

Senior Vice President and Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

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Document and Entity Information - shares	3 Months Ended
	Jan. 31, 2018	Mar. 06, 2018
Entity Listings [Line Items]
Entity Registrant Name	SHILOH INDUSTRIES INC
Entity Central Index Key	0000904979
Current Fiscal Year End Date	--10-31
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Jan. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		23,344,161
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jan. 31, 2018	Oct. 31, 2017
ASSETS
Cash and cash equivalents	$ 11,066	$ 8,736
Investment in marketable securities	49	194
Accounts receivable, net	162,849	188,664
Related-party accounts receivable	1,049	759
Prepaid income taxes	509	338
Inventories, net	64,730	61,812
Prepaid expenses and other assets	41,306	34,018
Total current assets	281,558	294,521
Property, plant and equipment, net	274,047	266,891
Goodwill	28,337	27,859
Intangible assets, net	14,465	15,025
Deferred income taxes	6,509	6,338
Other assets	8,043	7,949
Total assets	612,959	618,583
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current debt	1,630	2,027
Accounts payable	159,246	166,059
Other accrued expenses	37,659	46,171
Accrued income taxes	379	1,628
Total current liabilities	198,914	215,885
Long-term debt	182,416	181,065
Long-term benefit liabilities	21,208	21,106
Deferred income taxes	6,129	9,166
Interest rate swap agreement	943	2,088
Other liabilities	952	952
Total liabilities	410,562	430,262
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $.01 per share; 5,000,000 shares authorized; no shares issued and outstanding at January 31, 2018 and October 31, 2017, respectively	0	0
Common stock, par value $.01 per share; 50,000,000 shares authorized; 23,347,545 and 23,121,957 shares issued and outstanding at January 31, 2018 and October 31, 2017, respectively	233	231
Paid-in capital	112,865	112,351
Retained earnings	122,834	117,976
Accumulated other comprehensive loss, net	(33,535)	(42,237)
Total stockholders’ equity	202,397	188,321
Total liabilities and stockholders’ equity	$ 612,959	$ 618,583

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Condensed Consolidated Balance Sheets - Parentheticals - $ / shares	Jan. 31, 2018	Oct. 31, 2017
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	23,347,545	23,172,792
Common Stock, Shares, Outstanding	23,347,545	23,172,792
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

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Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Jan. 31, 2018	Jan. 31, 2017
Net revenues	$ 247,666	$ 247,938
Cost of sales	219,776	223,834
Gross profit	27,890	24,104
Selling, general and administrative expenses	21,240	20,170
Amortization of intangible assets	565	565
Asset impairment	0	41
Restructuring	1,514	0
Operating income	4,571	3,328
Interest expense	2,340	4,812
Interest income	(5)	(2)
Other expense, net	436	612
Income (loss) before income taxes	1,800	(2,094)
Benefit for income taxes	(3,058)	(76)
Net income (loss)	$ 4,858	$ (2,018)
Earnings Per Share
Basic earnings (loss) per share	$ 0.21	$ (0.11)
Basic weighted average number of common shares	23,107	17,720
Diluted earnings (loss) per share	$ 0.21	$ (0.11)
Diluted weighted average number of common shares	23,287	17,720

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Condensed Consolidated Statement of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2018	Jan. 31, 2017
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 4,858	$ (2,018)
Amortization of net actuarial loss	328	377
Income tax provision	(107)	(140)
Total defined benefit pension plans & other post retirement benefits, net of tax	221	237
Unrealized gain (loss) on marketable securities	(144)	176
Income tax benefit (provision)	37	(62)
Total marketable securities, net of tax	(107)	114
Unrealized gain on interest rate swap agreements	866	1,446
Income tax provision	(341)	(745)
Reclassification adjustments for settlement of derivatives included in net income (loss)	280	418
Change in fair value of derivative instruments, net of tax	805	1,119
Foreign currency translation gain (loss)	7,783	(558)
Unrealized gain (loss) on foreign currency translation	7,783	(558)
Comprehensive income (loss), net	$ 13,560	$ (1,106)

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2018	Jan. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 4,858	$ (2,018)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	10,117	9,718
Asset impairment, net	0	41
Amortization of deferred financing costs	309	832
Deferred income taxes	(3,551)	(1,285)
Stock-based compensation expense	516	397
(Gain) loss on sale of assets	(12)	37
Changes in operating assets and liabilities:
Accounts receivable	32,313	15,448
Inventories	(671)	(1,502)
Prepaids and other assets	(6,044)	2,008
Payables and other liabilities	(23,245)	4,112
Prepaid and accrued income taxes	(2,950)	(1,164)
Net cash provided by operating activities	11,640	26,624
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(9,885)	(9,077)
Proceeds from sale of assets	0	4
Net cash used for investing activities	(9,885)	(9,073)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of capital leases	(223)	(208)
Proceeds from long-term borrowings	46,900	33,200
Repayments of long-term borrowings	(45,370)	(53,327)
Payment of deferred financing costs	(57)	(221)
Net cash used for financing activities	1,250	(20,556)
Effect of foreign currency exchange rate fluctuations on cash	(675)	329
Net increase (decrease) in cash and cash equivalents	2,330	(2,676)
Cash and cash equivalents at beginning of period	8,736	8,696
Cash and cash equivalents at end of period	11,066	6,020
Supplemental Cash Flow Information:
Cash paid for interest	2,260	3,954
Cash paid for income taxes	1,593	924
Non-cash Activities:
Capital equipment included in accounts payable	$ 3,398	$ 2,251

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Basis of Presentation

3 Months Ended

Jan. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Basis of Presentation

The condensed consolidated financial statements have been prepared by Shiloh Industries, Inc. and its subsidiaries (collectively referred to as the "Company," "Shiloh Industries," "us," "our" or "we"), without audit, and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). The information furnished in the condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of such financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been condensed or omitted pursuant to the rules and regulations of the SEC. Although we believe that the disclosures are adequate to make the information presented not misleading, these condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2017.

Revenues and operating results for the three months ended January 31, 2018 are not necessarily indicative of the results to be expected for the full year.

Prior Year Reclassification

In the first quarter of fiscal 2018, we early adoptedthe provisions of Accounting Standards Update ("ASU") 2017-07 "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost". The reclassification of certain prior year amounts as a result of early adopting ASU 2017-07 is detailed in Note 2 - Recent Accounting Standards.

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New Accounting Standards

3 Months Ended

Jan. 31, 2018

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Description of New Accounting Pronouncements Not yet Adopted [Text Block]

Recent Accounting Standards

Recently Issued Accounting Standards:

Standard	Description	Effective Date	Effect on our financial statements and other significant matters
ASU 2018-02 Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income	This amendment allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The amendments eliminate the stranded tax effects resulting from the Tax Cuts and Job Act and will improve the usefulness of information reported to financial statement users.	November 1, 2019 with early adoption permitted.	We do not expect the adoption of these provisions to have a significant impact on the Company's condensed consolidated financial statements or financial statement disclosures.
ASU 2017-09 Compensation - Stock Compensation (Topic 718)	This amendment clarifies when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the fair value, vesting condition or the classification of the award is not the same immediately before and after a change to the terms and conditions of the award. The amendment should be adopted on a prospective basis.	November 1, 2018 with early adoption permitted.	We do not expect the adoption of these provisions to have a significant impact on the Company's condensed consolidated financial statements as it is not our practice to change either the terms or conditions of share-based payment awards once they are granted.

ASU 2014-09 Revenue from Contracts with Customers The amendments require companies to recognize revenue when there is a transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. The amendments should be applied on either a full or modified retrospective basis, which clarifies existing accounting literature relating to how and when a company recognizes revenue. The FASB, through the issuance of ASU No. 2015-14, "Revenue from Contracts with Customers," approved a one year delay of the effective date and permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. During fiscal 2016, the FASB issued ASUs 2016-10, 2016-11 and 2016-12. Finally, ASU 2016-20 makes minor corrections or minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. November 1, 2018. We are planning a bottom up approach to analyze the standard's impact on our revenues by looking at historical policies and practices and identifying the differences from applying the new standard to our revenue stream. While we have not yet identified any material changes in the timing of revenue recognition, our evaluation is ongoing and not complete. We have established a cross-functional coordinated team to implement the guidance related to the recognition of revenue from contracts with customers. We are in the process of assessing our customer contracts, identifying contractual provisions that may result in a change in the timing or the amount of revenue recognized in comparison with current guidance, as well as assessing the enhanced disclosure requirements of the new guidance. In addition, we have selected the modified retrospective approach but have not yet selected a transition date nor have we determined the effect of the standard to our condensed consolidated financial statements.

ASU 2016-02 Leases	This amendment requires lessees to recognize a lease liability and a right-of-use asset on the balance sheet and aligns many of the underlying principles of the new lessor model with those in Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. The standard requires a modified retrospective transition for capital and operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements, but it does not require transition accounting for leases that expire prior to the date of initial adoption. In January 2018, the FASB issued an amendment to ASC Topic 842 which permits companies to elect an optional transition practical expedient to not evaluate existing land easements under the new standard if the land easements were not previously accounted for under existing lease guidance. In November 2017, the FASB voted to amend ASC Topic 842 to allow companies to elect not to restate their comparative periods in the period of adoption when transitioning to the standard. The amendment is expected to be finalized in the first quarter of 2018.	November 1, 2019 with early adoption permitted.	We are in the process of evaluating the impact of adoption of this standard on our financial statements and disclosures. We are in the beginning stages of developing a project plan with key stakeholders throughout the organization and gathering and analyzing detailed information on existing lease arrangements. This includes evaluating the available practical expedients, calculating the lease asset and liability balances associated with individual contractual arrangements and assessing the disclosure requirements. In addition, we continue to monitor FASB amendments to ASC Topic 842.
ASU 2016-01 Recognition and Measurement of Financial Assets and Financial Liabilities	This amendment addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. Most prominent among the amendments is the requirement for changes in the fair value of the Company's equity investments, with certain exceptions, to be recognized through net income rather than other comprehensive income ("OCI"). The amendments should be applied by means of a cumulative-effect adjustment to the balance sheet in year of adoption.	November 1, 2018 with early adoption permitted.	We do not expect the adoption of these provisions to have a significant impact on the Company's condensed consolidated statement of financial position or financial statement disclosures.

Recently Adopted Accounting Standards:

Standard	Description	Adoption Date	Effect on our financial statements and other significant matters
ASU 2017-07 Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost	This amendment requires the presentation of the service cost component of net benefit cost to be in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. All other components of net benefit cost should be presented separately from the service cost component and outside of a subtotal of earnings from operations, or separately disclosed. The amendments should be adopted on a retrospective basis.	November 1, 2017.	Prior to the adoption of ASU 2017-07, pension costs were reported as cost of sales and selling, general and administrative expenses on the Company's condensed consolidated statements of income. As a result of the early adoption of ASU 2017-07, we reclassified $322 from cost of sales and selling, general and administrative expenses to other expense, net on the condensed consolidated statements of operations for the three months ended January 31, 2017.
ASU 2015-11 Inventory	This amendment simplifies the measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. The amendment should be applied on a prospective basis.	November 1, 2017.	The adoption of these provisions did not have a significant impact on the Company's condensed consolidated statement of financial position or financial statement disclosures.

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Accounts Receivable Accounts Receivable

3 Months Ended

Jan. 31, 2018

Accounts Receivable [Abstract]

Accounts Receivable [Text Block]

Accounts Receivable

Accounts receivable are expected to be collected within one year and are net of an allowance for doubtful accounts in the amount of $639 and $1,271 at January 31, 2018 and October 31, 2017, respectively. We recognized a benefit of $120 and $13 from recoveries of receivables previously expensed during the three months ended January 31, 2018 and 2017, respectively, in the condensed consolidated statements of operations.

We continually monitor our exposure with our customers and additional consideration is given to individual accounts in light of the market conditions in the automotive, commercial vehicle and industrial markets.

As a part of our working capital management, the Company entered into a factoring agreement with a third party financial institution ("institution") for the sale of certain accounts receivable with recourse. The activity under this agreement is accounted for as a sale of accounts receivable under ASC Topic 860 "Transfers and Servicing." This agreement relates exclusively to the accounts receivable of certain Swedish customers. The amount sold varies each month based on the amount of underlying receivables and cash flow requirements of the Company. In addition, the agreement addresses events and conditions which may obligate us to immediately repay the institution the purchase price of the receivables sold.

The total amount of accounts receivable factored was $8,714 and $7,567 as of January 31, 2018 and October 31, 2017, respectively. As these sales of accounts receivable are with recourse, $9,223 and $8,072 was recorded in accounts payable as of January 31, 2018 and October 31, 2017, respectively. The cost of selling these receivables is dependent upon the number of days between the sale date of the receivables and the date the client’s invoice is due and the interest rate. The expense associated with the sale of these receivables is recorded as a component of selling, general and administrative expense in the accompanying condensed consolidated statements of operations.

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Related Party Receivables

3 Months Ended

Jan. 31, 2018

Related Party Receivables [Abstract]

Related Party Transactions Disclosure [Text Block]

Related Party Receivables

We had sales to MTD Products Inc. and its affiliates of $1,042 and $1,598 for the three months ended January 31,2018 and 2017, respectively. At January 31, 2018 and October 31, 2017, we had related party receivable balances of $1,049 and $759, respectively, due from MTD Products Inc. and its affiliates.

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Inventories

3 Months Ended

Jan. 31, 2018

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

Inventories

Inventories consist of the following:

	January 31, 2018		October 31, 2017
Raw materials	$	25,467	$	23,389
Work-in-process	18,693		18,653
Finished goods	20,570		19,770
Total inventory	$	64,730	$	61,812

Total cost of inventory is net of reserves to reduce certain inventory from cost to net realizable value by an allowance for excess and obsolete inventories based on management’s review of on-hand inventories compared to historical and estimated future sales and usage. Such reserves aggregated $5,397 and $5,535 at January 31, 2018 and October 31, 2017, respectively.

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Prepaid Expenses

3 Months Ended

Jan. 31, 2018

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Current Assets [Text Block]

Prepaid Expenses and Other Assets

Prepaid expenses and other assets consist of the following:

		January 31, 2018		October 31, 2017
Tooling (1)		$	19,732	$	13,629
Prepaid expenses and other assets		15,274		14,089
Assets held for sale (2)		6,300		6,300
	Total	$	41,306	$	34,018

(1) Development of molds, dies and tools (collectively, "tooling") related to new program awards that go into production over the next twelve months and are reimbursable by the customer upon successful delivery and approval of an engineered part.

(2) During the fourth quarter of fiscal 2016, we determined that a need no longer existed for certain equipment and is currently recorded as a current asset held for sale. We are actively working with the supplier to identify a buyer.

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Property, Plant and Equipment

3 Months Ended

Jan. 31, 2018

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

Property, Plant and Equipment

Property, plant and equipment consist of the following:        

	January 31, 2018		October 31, 2017
Land and improvements	$	11,374	$	11,416
Buildings and improvements	120,395		124,406
Machinery and equipment	508,785		504,785
Furniture and fixtures	23,383		22,209
Construction in progress	46,794		40,356
Total, at cost	710,731		703,172
Less: Accumulated depreciation	436,684		436,281
Property, plant and equipment, net	$	274,047	$	266,891

Depreciation expense was $9,552 and $9,153 for the three months ended January 31,2018 and 2017, respectively.

Capital Leases:

	January 31, 2018		October 31, 2017
Leased Property:
Machinery and equipment	$	7,394	$	7,099
Less: Accumulated depreciation	2,586		2,420
Leased property, net	$	4,808	$	4,679

Total obligations under capital leases and future minimum rental payments to be made under capital leases at January 31, 2018 are as follows:

Twelve Months Ended January 31,
2019	$	906
2020	541
2021	2,275
	3,722
Plus amount representing interest ranging from 3.05% to 3.77%	358
Future minimum rental payments	$	4,080

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Goodwill and Intangible Assets

3 Months Ended

Jan. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

Goodwill:

The changes in the carrying amount of goodwill for the three months ended January 31, 2018 are as follows:

Balance October 31, 2017		$	27,859
	Foreign currency translation	478
Balance January 31, 2018		$	28,337

Intangible Assets

The changes in the carrying amount of finite-lived intangible assets for the three months ended January 31, 2018 are as follows:

		Customer Relationships			Developed Technology			Non-Compete			Trade Name			Trademark			Total
Balance October 31, 2017		$	11,648		$	1,997		$	31		$	1,254		$	95		$	15,025
	Amortization expense	(333		)	(193		)	(4		)	(31		)	(4		)	(565		)
	Foreign currency translation	5			—			—			—			—			5
Balance January 31, 2018		$	11,320		$	1,804		$	27		$	1,223		$	91		$	14,465

Intangible assets are amortized on the straight-line method over their legal or estimated useful lives. The following summarizes the gross carrying value and accumulated amortization for each major class of intangible assets:

	Weighted Average Useful Life (years)	Gross Carrying Value Net of Foreign Currency		Accumulated Amortization			Net
Customer relationships	13.2	17,574		$	(6,254	)	$	11,320
Developed technology	7.3	5,007		(3,203		)	1,804
Non-compete	2.3	824		(797		)	27
Trade Name	14.8	1,875		(652		)	1,223
Trademark	10.0	166		(75		)	91
		$	25,446	$	(10,981	)	$	14,465

Total amortization expense was $565 for both the three months ended January 31,2018 and 2017. Amortization expense related to intangible assets for the fiscal years ending is estimated to be as follows:        

Twelve Months Ended January 31,
2019	$	1,987
2020	1,713
2021	1,702
2022	1,702
2023	1,702
Thereafter	5,659
	$	14,465

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Financing Arrangements

3 Months Ended

Jan. 31, 2018

Debt Disclosure [Abstract]

Financing Arrangements [Text Block]

Financing Arrangements

Debt consists of the following:    

	January 31, 2018		October 31, 2017
Credit Agreement—interest rate of 3.97% at January 31, 2018 and 3.88% at October 31, 2017	$	179,600	$	178,200
Equipment security note	351		482
Capital lease obligations	3,722		3,760
Insurance broker financing agreement	373		650
Total debt	184,046		183,092
Less: Current debt	1,630		2,027
Total long-term debt	$	182,416	$	181,065

At January 31, 2018, we had total debt, excluding capital leases, of $180,324, consisting of a revolving line of credit under the Credit Agreement (as defined below) of floating rate debt of $179,600 and of fixed rate debt of $724. The weighted average interest rate of all debt was 3.88% and 5.09% for the three months ended January 31, 2018 and January 31, 2017, respectively.

Revolving Credit Facility:

The Company and its subsidiaries are party to a Credit Agreement, dated October 25, 2013, as amended (the "Credit Agreement") with Bank of America, N.A., as Administrative Agent, Swing Line Lender, Dutch Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A. as Syndication Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities, LLC as Joint Lead Arrangers and Joint Book Managers, CIBC Bank USA, Compass Bank and The Huntington National Bank, N.A., as Co-Documentation Agents, and the other lender parties thereto.

On October 31, 2017, we executed the Eighth Amendment ("Eighth Amendment") to the Credit Agreement which among other things: provides for an aggregate availability of $350,000, $275,000 of which is available to the Company through the Tranche A Facility and $75,000 of which is available to the Dutch borrower through the Tranche B Facility, and eliminates the scheduled reductions in such availability; increases the aggregate amount of incremental commitment increases allowed under the Credit Agreement to up to $150,000 subject to our pro forma compliance with financial covenants, the Administrative Agent’s approval and the Company obtaining commitments for any such increase. The Eighth Amendment extended the commitment period to October 31, 2022.

On July 31, 2017, we executed the Seventh Amendment which modifies investments in subsidiaries and various cumulative financial covenant thresholds, in each case, under the Credit Agreement. The Amendment also enhances our ability to take advantage of customer supply chain finance programs.

On October 28, 2016, we executed the Sixth Amendment which increases the permitted consolidated leverage ratio for periods beginning after July 31, 2016; increases the permitted consolidated fixed charge coverage ratio for periods beginning after April 30, 2017; modifies various baskets related to sale of accounts receivable, disposition of assets, sale-leaseback transactions, and makes other ministerial updates.

On October 30, 2015, we executed a Fifth Amendment that increased the permitted leverage ratio with periodic reductions beginning after July 30, 2016. In addition, the Fifth Amendment permitted various investments as well as up to $40,000 aggregate outstanding principal amount of subordinated indebtedness, subject to certain conditions. Finally, the Fifth Amendment provided for a consolidated fixed charge coverage ratio and provided for up to $50,000 of capital expenditures by the Company and its subsidiaries throughout the year ending October 31, 2016, subject to certain quarterly baskets.

On April 29, 2015, we executed a Fourth Amendment that maintained the commitment period to September 29, 2019 and allowed for an incremental increase of $25,000 (or if certain ratios are met, $100,000) in the original revolving commitment of $360,000, subject to the Company's pro forma compliance with financial covenants, the administrative agent's approval and the Company obtaining commitments for such increase.

The Fourth Amendment included scheduled commitment reductions beginning after January 30, 2016 totaling $30,000, allocated proportionately between the Aggregate Revolving A and B commitments. On April 30, 2016, the first committed reduction of $5,000 decreased the existing revolving commitment to $355,000, subject to pro forma compliance with financial covenants.

Borrowings under the Credit Agreement bear interest, at our option, at LIBOR or the base (or "prime") rate established from time to time by the administrative agent, in each case plus an applicable margin. The Fifth Amendment provided for an interest rate margin on LIBOR loans of 1.50% to 3.00% and of 0.50% to 2.00% on base rate loans depending on the Company's leverage ratio.

The Credit Agreement contains customary restrictive and financial covenants, including covenants regarding our outstanding indebtedness and maximum leverage and interest coverage ratios. The Credit Agreement also contains standard provisions relating to conditions of borrowing. In addition, the Credit Agreement contains customary events of default, including the non-payment of obligations by the Company and the bankruptcy of the Company. If an event of default occurs, all amounts outstanding under the Credit Agreement may be accelerated and become immediately due and payable. We were in compliance with the financial covenants under the Credit Agreement as of January 31, 2018 and October 31, 2017.

After considering letters of credit of $6,215 that we have issued, unused commitments under the Credit Agreement were $164,185 at January 31, 2018.

Borrowings under the Credit Agreement are collateralized by a first priority security interest in substantially all of the tangible and intangible property of the Company and our domestic subsidiaries and 65% of the stock of our foreign subsidiaries.

Other Debt:

On August 1, 2017, we entered into a finance agreement with an insurance broker for various insurance policies that bears interest at a fixed rate of 2.05% and requires monthly payments of $94 through May 2018. As of January 31, 2018, $373 of principal remained outstanding under this agreement and was classified as current debt in our condensed consolidated balance sheets.

On September 2, 2013, we entered into an equipment security note that bears interest at a fixed rate of 2.47% and requires monthly payments of $44 through September 2018. As of January 31, 2018, $351 remained outstanding under this agreement and was classified as current debt in our condensed consolidated balance sheets.

We maintain capital leases for equipment used in our manufacturing facilities with lease terms expiring between 2018 and 2021. As of January 31, 2018, the present value of minimum lease payments under our capital leases amounted to $3,722.

Derivatives:

On February 25, 2014, we entered into an interest rate swap with an aggregate notional amount of $75,000 designated as a cash flow hedge to manage interest rate exposure on the our floating rate LIBOR based debt under the Credit Agreement.  The interest rate swap is an agreement to exchange payment streams based on the notional principal amount. This agreement fixes our future interest rate at 2.74% plus the applicable margin as provided in the Fifth Amendment discussed above, on an amount of our debt principal equal to the then-outstanding swap notional amount. The forward interest rate swap commenced on March 1, 2015 with an initial $25,000 base notional amount. The second notional amount of $25,000 commenced on September 1, 2015 and the final notional amount of $25,000 commenced on March 1, 2016.  The base notional amount plus each incremental addition to the base notional amount has a five year maturity of February 29, 2020, August 31, 2020 and February 28, 2021, respectively. On the date the interest swap was entered into, we designated the interest rate swap as a hedge of the variability of cash flows to be paid relative to our variable rate monies borrowed. Any ineffectiveness in the hedging relationship is recognized immediately into earnings. We determined the mark-to-market adjustment for the interest rate swap to be a gain of $805 and $1,119, net of tax, for the three months ended January 31,2018 and 2017, respectively, which is reflected in other comprehensive income (loss). The base notional amounts of $25,000 each or $75,000 total that commenced during 2015 and fiscal 2016 resulted in realized losses of $280 and $418 of interest expense related to the interest rate swap settlements for the three months ended January 31,2018 and 2017, respectively.

Scheduled repayments of debt for the next five years are listed below:

Twelve Months Ending January 31,	Credit Agreement		Equipment Security Note		Capital Lease Obligations		Other Debt		Total
2019	$	—	$	351	$	906	$	373	$	1,630
2020	—		—		541		—		541
2021	—		—		2,275		—		2,275
2022	—		—		—		—		—
2023	179,600		—		—		—		179,600
Total	$	179,600	$	351	$	3,722	$	373	$	184,046

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Pension and Other Post-Retirement Benefit Matters

3 Months Ended

Jan. 31, 2018

Defined Benefit Plan [Abstract]

Pension and Other Postretirement Benefits Disclosure [Text Block]

Pension and Other Post-Retirement Benefit Matters

U.S. Plans

The components of net periodic benefit cost for the three months ended January 31, 2018 and 2017 are as follows:    

	Pension Benefits						Other Post-Retirement Benefits
	Three Months Ended January 31,						Three Months Ended January 31,
	2018			2017			2018		2017
Interest cost	$	792		$	821		$	3	$	3
Expected return on plan assets	(840		)	(864		)	—		—
Amortization of net actuarial loss	328			377			2		3
Net periodic cost	$	280		$	334		$	5	$	6

We were not required to and therefore did not contribute to our U.S. pension plans during the three months ended January 31,2018 and 2017. We expect to contribute at least $450 to our U.S. pension plans in fiscal 2018.

Non-U.S. Plans

For our Swedish operations, the majority of the pension obligations are covered by insurance policies with insurance companies. For our Polish operations, at January 31, 2018 and October 31, 2017, we had a pension obligation liability of $1,325 and $1,008, respectively, based on actuarial reports. The Polish operations recognized $57 and $38 of expense for the three months ended January 31,2018 and 2017, respectively.

Early Adoption of ASU 2017-07 - Impact

In accordance with the Company's early adoption of ASU 2017-07, we report the service cost component of the net periodic pension and post-retirement costs in the same line item in the statement of operations as other compensation costs arising from services rendered by the employees during the period for both our U.S. and Non-U.S. Plans. The other components of net periodic pension and post-retirement costs are presented in the statement of operations separately from the service cost component

and outside a subtotal of operating income. Therefore, $57 and $56 of service costs are included in cost of sales and $285 and $322 of net periodic pension and other post-retirement costs are included in other expense, net in the condensed consolidated statements of operations for the three months ended January 31, 2018 and 2017, respectively. Prior year amounts have been reclassified to conform to the current year presentation in our condensed consolidated financial statements.

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Accumulated Other Comprehensive Loss

3 Months Ended

Jan. 31, 2018

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Loss [Text Block]

Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss in stockholders' equity by component for the three months ended January 31,2018 is as follows:

		Pension and Post Retirement Plan Liability			Marketable Securities Adjustment			Interest Rate Swap Adjustment (1)			Foreign Currency Translation Adjustment			Accumulated Other Comprehensive Loss
Balance at October 31, 2017		$	(27,847	)	$	(2	)	$	(1,319	)	$	(13,069	)	$	(42,237	)
	Other comprehensive income (loss)	—			(107		)	525			7,783			8,201
	Amounts reclassified from accumulated other comprehensive loss, net of tax	221			—			280			—			501
	Net current-period other comprehensive income (loss)	221			(107		)	805			7,783			8,702
Balance at January 31, 2018		$	(27,626	)	$	(109	)	$	(514	)	$	(5,286	)	$	(33,535	)

(1) Amounts reclassified from accumulated other comprehensive income loss, net of tax are classified with interest expense included on the condensed consolidated statements of operations.

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Equity Matters

3 Months Ended

Jan. 31, 2018

Equity [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Stock Incentive Compensation falls under the scope of ASC Topic 718 "Compensation – Stock Compensation" and affects the stock awards that have been granted and requires us to expense share-based payment ("SBP") awards with compensation cost for SBP transactions measured at fair value. For restricted stock and restricted stock units, we are computing fair value based on a twenty day Exponential Moving Average ("EMA") as of the close of business the Friday preceding the award date. For stock options, we have elected to use the simplified method of calculating the expected term and historical volatility to compute fair value under the Black-Scholes option-pricing model. The risk-free rate for periods within the contractual life of the option is based on the U.S. zero coupon Treasury yield in effect at the time of grant. Forfeitures have been estimated based upon our historical experience.

2016 Equity and Incentive Compensation Plan

Long-Term / Annual Incentives

On March 9, 2016, stockholders approved and adopted the 2016 Equity and Incentive Compensation Plan ("2016 Plan") which replaced the Amended and Restated 1993 Key Employee Stock Incentive Program. The 2016 Plan authorizes the Compensation Committee of the Board of Directors of the Company to grant to officers and other key employees, including directors, of the Company and our subsidiaries (i) option rights, (ii) appreciation rights, (iii) restricted shares, (iv) restricted stock units, (v) cash incentive awards, performance shares and performance units and (vi) other awards. An aggregate of 1,500 shares of Common Stock, subject to adjustment upon occurrence of certain events to prevent dilution or expansion of the rights of participants that might otherwise result from the occurrence of such events, was reserved for issuance pursuant to the Incentive Plan. An individual’s award of option and / or appreciation rights is limited to 500 shares during any calendar year. Also, an individual's award of restricted shares, restricted share units and performance based awards is limited to 350 shares during any calendar year.

The following table summarizes the Company’s Incentive Plan activity for the three months ended January 31, 2018 and 2017:    

	Stock Options				Restricted Stock				Restricted Stock Units
Outstanding at:	Options		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life	Restricted Shares		20 Day EMA	Weighted Average Remaining Contractual Life	Restricted Share Units		20 Day EMA	Weighted Average Remaining Contractual Life
November 1, 2016	90		$9.67	3.04	376		$6.40	1.83	22		$4.17	1.78
Granted	—		—		213		7.07		21		7.06
Options exercised or restricted stock vested	—		—		(21	)	15.28		—		—
Forfeited or expired	(8	)	10.46		(2	)	13.22		—		—
January 31, 2017	82		$9.60	2.80	567		$11.19	2.08	43		$5.48	2.49
November 1, 2017	58		$8.16	2.53	441		$7.07	1.60	36		$7.69	1.82
Granted	—		—		220		8.20		12		8.20
Options exercised or restricted stock vested	—		—		(88	)	8.48		(7	)	7.06
Forfeited or expired	—		—		(1	)	7.06		—		—
January 31, 2018	58		$8.16	2.27	572		$7.29	2.22	41		$7.94	1.89

We recorded stock compensation expense related to stock options, restricted stock and restricted stock units during the three months ended January 31,2018 and 2017 as follows:

	Three Months Ended January 31,
	2018		2017
Restricted stock	$	480	$	375
Restricted stock units	36		22
Total	$	516	$	397

Stock Options - The exercise price of each stock option equals the market price of our common stock on the grant date. Compensation expense is recorded at the grant date fair value, adjusted for forfeitures as they occur, and is recognized over the applicable vesting periods. Our stock options generally vest over three years, with a maximum term of ten years. Incentive stock options were not granted during the three months ended January 31,2018 and 2017.

Stock options were not exercised during the three months ended January 31,2018. Options that have an exercise price greater than the market price are excluded from the intrinsic value computation. At both January 31, 2018 and October 31, 2017, the exercise price of some of our stock option grants were higher than the market value of our stock. At January 31, 2018 and October 31, 2017, the options outstanding and exercisable had an intrinsic value of $82 and $137, respectively.

Restricted Stock Awards - The grant date fair value of each restricted stock award equals the fair value of our common stock based on a 20 day EMA as of the close of business on the Friday preceding the award date. Compensation expense is recorded at the grant date fair value, adjusted for forfeitures as they occur, and is recognized over the applicable vesting periods. The vesting periods range between one to four years. As of January 31, 2018, there was approximately $3,301 of total unrecognized compensation expense related to non-vested restricted stock that is expected to be recognized over the next three fiscal years.

Restricted Stock Units - The grant date fair value of each restricted stock unit equals the fair value of our common stock based on a 20 day EMA as of the close of business on the Friday preceding the award date. Compensation expense is recorded at the grant date fair value, adjusted for forfeitures as they occur, and is recognized over the applicable vesting periods. The vesting periods range between one to three years. As of January 31, 2018, there was approximately $239 of total unrecognized compensation expense related to these restricted stock units that is expected to be recognized over the next three fiscal years.

Cash Incentive Award Agreements - Under the provisions of the 2016 Plan, Cash Incentive Awards are granted annually to executives and director level employees. These awards were designed to provide the individuals with an incentive to participate in the long-term success and growth of the Company. The Cash Incentive Award amounts are based on 3-year return on capital employed and 3-year adjusted earnings before interest, taxes, depreciation and amortization goals, which could range from 0% to 200% based on the achievement of performance goals. The Cash Incentive Award Agreements cliff-vest after three years if the performance goals are achieved. These awards may be subject to payment upon a change in control or termination of employment, under certain circumstances, if certain performance goals are achieved. In addition, these awards represent unfunded, unsecured obligations of the Company.

During the three months ended January 31,2018 and 2017, respectively, we recorded expense related to these awards of $199 and $72, respectively. At January 31, 2018 and October 31, 2017, we had a liability of $735 and $536, respectively, related to these awards and is presented as other non-current liabilities in the condensed consolidated balance sheets.

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Fair Value of Financial Instruments

3 Months Ended

Jan. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

Other Fair Value of Financial Instruments

The methods that we use may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we believe our valuation methods are appropriate and consistent with other market participants, the use ofdifferent methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Assets and liabilities remeasured and disclosed at fair value on a recurring basis at January 31, 2018 and October 31, 2017 are set forth in the table below:

	Asset (Liability)			Level 1		Level 2			Valuation Technique
October 31, 2017:
Interest Rate Swap Contracts	$	(2,088	)	$	—	$	(2,088	)	Income Approach
Marketable Securities	194			194		—			Market Approach
January 31, 2018:
Interest Rate Swap Contracts	(943		)	—		(943		)	Income Approach
Marketable Securities	$	49		$	49	$	—		Market Approach

We calculate the fair value of our interest rate swap contracts, using quoted interest rate curves, to calculate forward values, and then discounts the forward values.

The discount rates for all derivative contracts are based on quoted swap interest rates or bank deposit rates. For contracts which, when aggregated by counterparty, are in a liability position, the rates are adjusted by the credit spread that market participants would apply if buying these contracts from our counterparties.

We calculate the fair value of our marketable securities by using the closing stock price on the last business day of the quarter.

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Asset Impairment

3 Months Ended

Jan. 31, 2018

Restructuring and Related Activities [Abstract]

Asset Impairment Charges

Asset Impairment

During the first quarter of fiscal 2017, we recorded asset impairment charge of $41 related to idled equipment. There were no asset impairment charges during the first quarter of fiscal 2018.

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Restructuring Restructuring

3 Months Ended

Jan. 31, 2018

Restructuring and Related Activities [Abstract]

Restructuring Charges

Restructuring Charges

During the fourth quarter of fiscal 2017, management decided to initiate restructuring activities such as consolidating manufacturing facilities, making geographical shifts to place production closer to customer facilities, and optimizing our product plan. Management believes these strategic moves will result in a more efficient and focused footprint allowing the Company to operate with lower fixed costs. During the three months ended January 31, 2018, we incurred $1,514 related to employee, professional, legal and other costs. We have incurred to date restructuring expenses of $6,291. We expect to incur approximately an additional $10,700 over the next eighteen to twenty-four months. The benefits from this initiative are expected to provide savings with less than a three-year payback. Any future restructuring actions will depend upon market conditions, customer actions and other factors.

The following table presents information about restructuring costs recorded for the three months ended January 31, 2018:

	January 31, 2018
Professional and legal costs	$	831
Employee costs	611
Other	72
	$	1,514

The following table presents a rollforward of the beginning and ending liability balances related to the restructuring costs which are included in the condensed consolidated balance sheets in other accrued expenses for the above-mentioned actions through January 31, 2018:

	Balance as of October 31, 2017		Restructuring Expense		Payments		Balance as of January 31, 2018
Employee costs	65		611		265		411
Legal and professional costs	270		831		900		201
	$	335	$	1,442	$	1,165	$	612

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Income Taxes Income Taxes

3 Months Ended

Jan. 31, 2018

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

Income Taxes

The provision for income taxes for the three months ended January 31, 2018 was a benefit of $3,058 on a pretax income of $1,800 for an effective tax rate of (169.9)%. The provision for income taxes for the three months ended January 31, 2017 was a benefit of $76 on a pretax loss of $2,094 for an effective tax rate of 3.6%.

The effective tax rate for the three months ended January 31,2018 and 2017 varies from the statutory rate primarily due to the effect of the Tax Cuts and Jobs Act (the "TCJA") and foreign currency losses without a tax benefit, respectively.

On December 22, 2017, the TCJA was enacted into law, which changed various U.S. corporate income tax provisions within the existing Internal Revenue Code. The TCJA, among other things, lowered the U.S. corporate tax rate from 35% to 21% effective January 1, 2018, while also repealing the deduction for domestic production activities, implementing a modified territorial tax system and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. As a result, we are provisionally estimating our one-time non-cash net tax benefit related to the remeasurement of our U.S. deferred taxes to be approximately $3,200. We have performed an analysis on taxes related to deemed repatriation of foreign earnings and concluded we have no liability based on information to date. We will continue to analyze the TCJA to assess the full effects on our financial results, including disclosures, for our fiscal year ending October 31, 2018. In accordance with guidance provided by Staff Accounting Bulletin No. 118 (SAB 118), we have not completed our accounting for the tax effects of the TCJA; however, in certain cases, as described below, we have made a provisional estimate of the effects on our existing deferred tax balances and the one-time transition tax.   Any adjustments to the provisional amounts will be recognized as a component of the provision for income taxes in the period in which such adjustments are determined, but in any event, no later than the fourth quarter of 2018, in accordance with SAB 118.

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Earnings Per Share Earnings Per Share

3 Months Ended

Jan. 31, 2018

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

—Earnings Per Share

Basic earnings per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of Common Stock outstanding during the period. In addition, the shares of Common Stock issuable pursuant to restricted stock awards, restricted stock units and stock options outstanding under the 2016 Plan are included in the diluted earnings per share calculation to the extent they are dilutive. For the three months ended January 31,2018 and 2017, approximately 259 and 27 stock awards, respectively, were excluded from the computation of diluted earnings per share because they were anti-dilutive. The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share computation for net income (loss) per share:

	Three Months Ended January 31,
	2018		2017
Net income (loss) available to common stockholders	$	4,858	$	(2,018	)
Basic weighted average shares	23,107		17,720
Effect of dilutive securities:
Restricted share units and stock options (1)	180		—
Diluted weighted average shares	23,287		17,720
Basic income (loss) per share	$	0.21	$	(0.11	)
Diluted income (loss) per share	$	0.21	$	(0.11	)

(1) Due to a loss for the three months ended January 31, 2017, no restricted share awards and units are included because the effect would be anti-dilutive.

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Business Segment Information

3 Months Ended

Jan. 31, 2018

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

Business Segment Information

For the three months ended January 31,2018, we conducted our business and reported our information as one operating segment - Automotive and Commercial Vehicles. Our chief operating decision maker has been identified as the executive leadership team, which includes certain Vice Presidents, all Senior Vice Presidents plus the Chief Executive Officer of the Company. This team has the final authority over performance assessment and resource allocation decisions. In determining that one operating segment is appropriate, we considered the nature of the business activities, the existence of managers responsible for the operating activities and information presented to our board of directors for its consideration and advice. Customers and suppliers are substantially the same in the automotive and commercial vehicle industry.

Revenues of foreign geographic regions are attributed to external customers based upon the location of the entity recording the sale. These foreign revenues represent 23.5% and 18.0% for the three months ended January 31,2018 and 2017, respectively.

	Net Revenues
	Three Months Ended January 31,
Geographic Region:	2018		2017
United States	$	189,458	$	203,200
Europe	48,379		35,669
Rest of World	9,829		9,069
Total Company	$	247,666	$	247,938

The foreign currency gain (loss) is included as a component of other expense, net in the condensed consolidated statements of operations.

	Foreign Currency Gain (Loss)
	Three Months Ended January 31,
Geographic Region:	2018			2017
Europe	$	(131	)	$	141
Rest of World	$	15		$	(273	)

Long-lived assets consist primarily of net property, plant and equipment, goodwill and intangibles.

	Long-Lived Assets
Geographic Region:	January 31, 2018		October 31, 2017
United States	$	236,978	$	235,663
Europe	56,903		53,569
Rest of World	22,968		20,543
Total Company	$	316,849	$	309,775

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Commitments and Contingencies

3 Months Ended

Jan. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Commitments and Contingencies

Litigation:

A securities class action lawsuit was filed on September 21, 2015 in the United States District Court for the Southern District of New York against the Company and certain of our officers (the President and Chief Executive Officer and Vice President of Finance and Treasurer). As amended, the lawsuit claims in part that we issued inaccurate information to investors about, among other things, our earnings and income and our internal controls over financial reporting for fiscal 2014 and the first and second fiscal quarters of 2015 in violation of the Securities Exchange Act of 1934. The amended complaint seeks an award of damages in an unspecified amount on behalf of a putative class consisting of persons who purchased our common stock between January 12, 2015 and September 14, 2015, inclusive. The Company and such officers filed a Motion to Dismiss this lawsuit with the United States District Court for the Southern District of New York on April 18, 2016. The District Court rendered an opinion and order granting our motion to dismiss the lawsuit on March 23, 2017. On April 6, 2017, the plaintiffs filed a motion for reconsideration of the dismissal order. We, in opposition to the plaintiff's motion, filed a motion for consideration of the dismissal on April 20, 2017 and the plaintiffs filed a reply motion in opposition for reconsideration on April 27, 2017. On July 7, 2017, the District Court denied the Plaintiffs’ request to vacate the District Court’s March 23, 2017 order of dismissal and granted the Plaintiff’s request to further amend their complaint. The Plaintiffs filed their Second Amended Complaint on August 4, 2017.  We filed our Motion to Dismiss the Second Amended Compliant on August 18, 2017.  The Plaintiffs’ filed their opposition brief on November 2, 2017 and we filed our reply in support of defendants’ motion to dismiss the second amended complaint on November 22, 2017.

A shareholder derivative lawsuit was filed on April 1, 2016 in the Court of Common Pleas, Medina County, Ohio against the Company's President and Chief Executive Officer and Vice President of Finance and Treasurer and members of our Board of Directors. The lawsuit claims in part that the defendants breached their fiduciary duties owed to the Company by failing to exercise appropriate oversight over our accounting controls, leading to the accounting issues and the restatement announced in September 2015.  The complaint seeks a judgment against the individual defendants and in favor of the Company for money damages, plus miscellaneous non-monetary relief.  On May 2, 2016, the Court entered a stipulated order staying this case pending the outcome of the Motion to Dismiss in the securities class action lawsuit described in the previous paragraph.

In addition, from time to time, we are involved in legal proceedings, claims or investigations that are incidental to the conduct of our business. We vigorously defend ourselves against such claims. In future periods, we could be subject to cash costs or non-cash charges to earnings if a matter is resolved on unfavorable terms. However, although the ultimate outcome of any legal matter cannot be predicted with certainty, based on current information, including our assessment of the merits of the particular claims, we do not expect that our legal proceedings or claims will have a material impact on our future consolidated financial condition, results of operations or cash flows.

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Subsequent Event Subsequent Event

3 Months Ended

Jan. 31, 2018

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Subsequent Events

We have evaluated events and transactions occurring subsequent to January 31, 2018 through the date the financial statements were issued.

On February 1, 2018, the Company entered into two Sale and Purchase Agreements with Brabant Alucast Services, B.V. a limited liability company organized under the laws of the Netherlands ("Brabant B.V.") to acquire 100% of the issued and outstanding capital of each of Brabant Alucast Italy Site Verrés S.r.l., a limited liability company organized under the laws of Italy, and Brabant Alucast The Netherlands Site Oss B.V, a limited liability company organized under the laws of the Netherlands ("Brabant Entities"). On March 1, 2018, Shiloh Netherlands completed the purchase of the Brabant Entities for an aggregate purchase price of EUR 53,428, which included the amounts due for payment of certain debt of Brabant B.V.

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New Accounting Standards New Accounting Policies (Policies)

3 Months Ended

Jan. 31, 2018

Recent Accounting Standards [Abstract]

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Standards:

Standard	Description	Effective Date	Effect on our financial statements and other significant matters
ASU 2018-02 Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income	This amendment allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The amendments eliminate the stranded tax effects resulting from the Tax Cuts and Job Act and will improve the usefulness of information reported to financial statement users.	November 1, 2019 with early adoption permitted.	We do not expect the adoption of these provisions to have a significant impact on the Company's condensed consolidated financial statements or financial statement disclosures.
ASU 2017-09 Compensation - Stock Compensation (Topic 718)	This amendment clarifies when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the fair value, vesting condition or the classification of the award is not the same immediately before and after a change to the terms and conditions of the award. The amendment should be adopted on a prospective basis.	November 1, 2018 with early adoption permitted.	We do not expect the adoption of these provisions to have a significant impact on the Company's condensed consolidated financial statements as it is not our practice to change either the terms or conditions of share-based payment awards once they are granted.

ASU 2014-09 Revenue from Contracts with Customers The amendments require companies to recognize revenue when there is a transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. The amendments should be applied on either a full or modified retrospective basis, which clarifies existing accounting literature relating to how and when a company recognizes revenue. The FASB, through the issuance of ASU No. 2015-14, "Revenue from Contracts with Customers," approved a one year delay of the effective date and permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. During fiscal 2016, the FASB issued ASUs 2016-10, 2016-11 and 2016-12. Finally, ASU 2016-20 makes minor corrections or minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. November 1, 2018. We are planning a bottom up approach to analyze the standard's impact on our revenues by looking at historical policies and practices and identifying the differences from applying the new standard to our revenue stream. While we have not yet identified any material changes in the timing of revenue recognition, our evaluation is ongoing and not complete. We have established a cross-functional coordinated team to implement the guidance related to the recognition of revenue from contracts with customers. We are in the process of assessing our customer contracts, identifying contractual provisions that may result in a change in the timing or the amount of revenue recognized in comparison with current guidance, as well as assessing the enhanced disclosure requirements of the new guidance. In addition, we have selected the modified retrospective approach but have not yet selected a transition date nor have we determined the effect of the standard to our condensed consolidated financial statements.

ASU 2016-02 Leases	This amendment requires lessees to recognize a lease liability and a right-of-use asset on the balance sheet and aligns many of the underlying principles of the new lessor model with those in Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. The standard requires a modified retrospective transition for capital and operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements, but it does not require transition accounting for leases that expire prior to the date of initial adoption. In January 2018, the FASB issued an amendment to ASC Topic 842 which permits companies to elect an optional transition practical expedient to not evaluate existing land easements under the new standard if the land easements were not previously accounted for under existing lease guidance. In November 2017, the FASB voted to amend ASC Topic 842 to allow companies to elect not to restate their comparative periods in the period of adoption when transitioning to the standard. The amendment is expected to be finalized in the first quarter of 2018.	November 1, 2019 with early adoption permitted.	We are in the process of evaluating the impact of adoption of this standard on our financial statements and disclosures. We are in the beginning stages of developing a project plan with key stakeholders throughout the organization and gathering and analyzing detailed information on existing lease arrangements. This includes evaluating the available practical expedients, calculating the lease asset and liability balances associated with individual contractual arrangements and assessing the disclosure requirements. In addition, we continue to monitor FASB amendments to ASC Topic 842.
ASU 2016-01 Recognition and Measurement of Financial Assets and Financial Liabilities	This amendment addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. Most prominent among the amendments is the requirement for changes in the fair value of the Company's equity investments, with certain exceptions, to be recognized through net income rather than other comprehensive income ("OCI"). The amendments should be applied by means of a cumulative-effect adjustment to the balance sheet in year of adoption.	November 1, 2018 with early adoption permitted.	We do not expect the adoption of these provisions to have a significant impact on the Company's condensed consolidated statement of financial position or financial statement disclosures.

Recently Adopted Accounting Standards:

Standard	Description	Adoption Date	Effect on our financial statements and other significant matters
ASU 2017-07 Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost	This amendment requires the presentation of the service cost component of net benefit cost to be in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. All other components of net benefit cost should be presented separately from the service cost component and outside of a subtotal of earnings from operations, or separately disclosed. The amendments should be adopted on a retrospective basis.	November 1, 2017.	Prior to the adoption of ASU 2017-07, pension costs were reported as cost of sales and selling, general and administrative expenses on the Company's condensed consolidated statements of income. As a result of the early adoption of ASU 2017-07, we reclassified $322 from cost of sales and selling, general and administrative expenses to other expense, net on the condensed consolidated statements of operations for the three months ended January 31, 2017.
ASU 2015-11 Inventory	This amendment simplifies the measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. The amendment should be applied on a prospective basis.	November 1, 2017.	The adoption of these provisions did not have a significant impact on the Company's condensed consolidated statement of financial position or financial statement disclosures.

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New Accounting Standards (Tables)

3 Months Ended

Jan. 31, 2018

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Schedule of New Accounting Standards

Recently Issued Accounting Standards:

Standard	Description	Effective Date	Effect on our financial statements and other significant matters
ASU 2018-02 Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income	This amendment allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The amendments eliminate the stranded tax effects resulting from the Tax Cuts and Job Act and will improve the usefulness of information reported to financial statement users.	November 1, 2019 with early adoption permitted.	We do not expect the adoption of these provisions to have a significant impact on the Company's condensed consolidated financial statements or financial statement disclosures.
ASU 2017-09 Compensation - Stock Compensation (Topic 718)	This amendment clarifies when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the fair value, vesting condition or the classification of the award is not the same immediately before and after a change to the terms and conditions of the award. The amendment should be adopted on a prospective basis.	November 1, 2018 with early adoption permitted.	We do not expect the adoption of these provisions to have a significant impact on the Company's condensed consolidated financial statements as it is not our practice to change either the terms or conditions of share-based payment awards once they are granted.

ASU 2014-09 Revenue from Contracts with Customers The amendments require companies to recognize revenue when there is a transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. The amendments should be applied on either a full or modified retrospective basis, which clarifies existing accounting literature relating to how and when a company recognizes revenue. The FASB, through the issuance of ASU No. 2015-14, "Revenue from Contracts with Customers," approved a one year delay of the effective date and permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. During fiscal 2016, the FASB issued ASUs 2016-10, 2016-11 and 2016-12. Finally, ASU 2016-20 makes minor corrections or minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. November 1, 2018. We are planning a bottom up approach to analyze the standard's impact on our revenues by looking at historical policies and practices and identifying the differences from applying the new standard to our revenue stream. While we have not yet identified any material changes in the timing of revenue recognition, our evaluation is ongoing and not complete. We have established a cross-functional coordinated team to implement the guidance related to the recognition of revenue from contracts with customers. We are in the process of assessing our customer contracts, identifying contractual provisions that may result in a change in the timing or the amount of revenue recognized in comparison with current guidance, as well as assessing the enhanced disclosure requirements of the new guidance. In addition, we have selected the modified retrospective approach but have not yet selected a transition date nor have we determined the effect of the standard to our condensed consolidated financial statements.

ASU 2016-02 Leases	This amendment requires lessees to recognize a lease liability and a right-of-use asset on the balance sheet and aligns many of the underlying principles of the new lessor model with those in Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. The standard requires a modified retrospective transition for capital and operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements, but it does not require transition accounting for leases that expire prior to the date of initial adoption. In January 2018, the FASB issued an amendment to ASC Topic 842 which permits companies to elect an optional transition practical expedient to not evaluate existing land easements under the new standard if the land easements were not previously accounted for under existing lease guidance. In November 2017, the FASB voted to amend ASC Topic 842 to allow companies to elect not to restate their comparative periods in the period of adoption when transitioning to the standard. The amendment is expected to be finalized in the first quarter of 2018.	November 1, 2019 with early adoption permitted.	We are in the process of evaluating the impact of adoption of this standard on our financial statements and disclosures. We are in the beginning stages of developing a project plan with key stakeholders throughout the organization and gathering and analyzing detailed information on existing lease arrangements. This includes evaluating the available practical expedients, calculating the lease asset and liability balances associated with individual contractual arrangements and assessing the disclosure requirements. In addition, we continue to monitor FASB amendments to ASC Topic 842.
ASU 2016-01 Recognition and Measurement of Financial Assets and Financial Liabilities	This amendment addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. Most prominent among the amendments is the requirement for changes in the fair value of the Company's equity investments, with certain exceptions, to be recognized through net income rather than other comprehensive income ("OCI"). The amendments should be applied by means of a cumulative-effect adjustment to the balance sheet in year of adoption.	November 1, 2018 with early adoption permitted.	We do not expect the adoption of these provisions to have a significant impact on the Company's condensed consolidated statement of financial position or financial statement disclosures.

Recently Adopted Accounting Standards:

Standard	Description	Adoption Date	Effect on our financial statements and other significant matters
ASU 2017-07 Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost	This amendment requires the presentation of the service cost component of net benefit cost to be in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. All other components of net benefit cost should be presented separately from the service cost component and outside of a subtotal of earnings from operations, or separately disclosed. The amendments should be adopted on a retrospective basis.	November 1, 2017.	Prior to the adoption of ASU 2017-07, pension costs were reported as cost of sales and selling, general and administrative expenses on the Company's condensed consolidated statements of income. As a result of the early adoption of ASU 2017-07, we reclassified $322 from cost of sales and selling, general and administrative expenses to other expense, net on the condensed consolidated statements of operations for the three months ended January 31, 2017.
ASU 2015-11 Inventory	This amendment simplifies the measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. The amendment should be applied on a prospective basis.	November 1, 2017.	The adoption of these provisions did not have a significant impact on the Company's condensed consolidated statement of financial position or financial statement disclosures.

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Inventories (Tables)

3 Months Ended

Jan. 31, 2018

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

Inventories consist of the following:

	January 31, 2018		October 31, 2017
Raw materials	$	25,467	$	23,389
Work-in-process	18,693		18,653
Finished goods	20,570		19,770
Total inventory	$	64,730	$	61,812

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Prepaid Expenses Prepaid Expenses (Tables)

3 Months Ended

Jan. 31, 2018

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]

Prepaid expenses and other assets consist of the following:

		January 31, 2018		October 31, 2017
Tooling (1)		$	19,732	$	13,629
Prepaid expenses and other assets		15,274		14,089
Assets held for sale (2)		6,300		6,300
	Total	$	41,306	$	34,018

(1) Development of molds, dies and tools (collectively, "tooling") related to new program awards that go into production over the next twelve months and are reimbursable by the customer upon successful delivery and approval of an engineered part.

(2) During the fourth quarter of fiscal 2016, we determined that a need no longer existed for certain equipment and is currently recorded as a current asset held for sale. We are actively working with the supplier to identify a buyer.

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Property Plant and Equipment (Tables)

3 Months Ended

Jan. 31, 2018

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Property, plant and equipment consist of the following:        

	January 31, 2018		October 31, 2017
Land and improvements	$	11,374	$	11,416
Buildings and improvements	120,395		124,406
Machinery and equipment	508,785		504,785
Furniture and fixtures	23,383		22,209
Construction in progress	46,794		40,356
Total, at cost	710,731		703,172
Less: Accumulated depreciation	436,684		436,281
Property, plant and equipment, net	$	274,047	$	266,891

Schedule of Capital Leased Assets [Table Text Block]

	January 31, 2018		October 31, 2017
Leased Property:
Machinery and equipment	$	7,394	$	7,099
Less: Accumulated depreciation	2,586		2,420
Leased property, net	$	4,808	$	4,679

Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block]

Total obligations under capital leases and future minimum rental payments to be made under capital leases at January 31, 2018 are as follows:

Twelve Months Ended January 31,
2019	$	906
2020	541
2021	2,275
	3,722
Plus amount representing interest ranging from 3.05% to 3.77%	358
Future minimum rental payments	$	4,080

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Goodwil and Intangible Assets (Tables)

3 Months Ended

Jan. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

The changes in the carrying amount of goodwill for the three months ended January 31, 2018 are as follows:

Balance October 31, 2017		$	27,859
	Foreign currency translation	478
Balance January 31, 2018		$	28,337

Schedule of Finite-Lived Intangible Assets [Table Text Block]

The changes in the carrying amount of finite-lived intangible assets for the three months ended January 31, 2018 are as follows:

		Customer Relationships			Developed Technology			Non-Compete			Trade Name			Trademark			Total
Balance October 31, 2017		$	11,648		$	1,997		$	31		$	1,254		$	95		$	15,025
	Amortization expense	(333		)	(193		)	(4		)	(31		)	(4		)	(565		)
	Foreign currency translation	5			—			—			—			—			5
Balance January 31, 2018		$	11,320		$	1,804		$	27		$	1,223		$	91		$	14,465

Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block]

Intangible assets are amortized on the straight-line method over their legal or estimated useful lives. The following summarizes the gross carrying value and accumulated amortization for each major class of intangible assets:

	Weighted Average Useful Life (years)	Gross Carrying Value Net of Foreign Currency		Accumulated Amortization			Net
Customer relationships	13.2	17,574		$	(6,254	)	$	11,320
Developed technology	7.3	5,007		(3,203		)	1,804
Non-compete	2.3	824		(797		)	27
Trade Name	14.8	1,875		(652		)	1,223
Trademark	10.0	166		(75		)	91
		$	25,446	$	(10,981	)	$	14,465

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Amortization expense related to intangible assets for the fiscal years ending is estimated to be as follows:        

Twelve Months Ended January 31,
2019	$	1,987
2020	1,713
2021	1,702
2022	1,702
2023	1,702
Thereafter	5,659
	$	14,465

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Financing Arrangements (Tables)

3 Months Ended

Jan. 31, 2018

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

Debt consists of the following:    

	January 31, 2018		October 31, 2017
Credit Agreement—interest rate of 3.97% at January 31, 2018 and 3.88% at October 31, 2017	$	179,600	$	178,200
Equipment security note	351		482
Capital lease obligations	3,722		3,760
Insurance broker financing agreement	373		650
Total debt	184,046		183,092
Less: Current debt	1,630		2,027
Total long-term debt	$	182,416	$	181,065

Schedule of Maturities of Debt [Table Text Block]

Scheduled repayments of debt for the next five years are listed below:

Twelve Months Ending January 31,	Credit Agreement		Equipment Security Note		Capital Lease Obligations		Other Debt		Total
2019	$	—	$	351	$	906	$	373	$	1,630
2020	—		—		541		—		541
2021	—		—		2,275		—		2,275
2022	—		—		—		—		—
2023	179,600		—		—		—		179,600
Total	$	179,600	$	351	$	3,722	$	373	$	184,046

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Components of Net Periodic Benefit Cost (Table)

3 Months Ended

Jan. 31, 2018

Defined Benefit Plan [Abstract]

Schedule of Costs of Retirement Plans [Table Text Block]

The components of net periodic benefit cost for the three months ended January 31, 2018 and 2017 are as follows:    

	Pension Benefits						Other Post-Retirement Benefits
	Three Months Ended January 31,						Three Months Ended January 31,
	2018			2017			2018		2017
Interest cost	$	792		$	821		$	3	$	3
Expected return on plan assets	(840		)	(864		)	—		—
Amortization of net actuarial loss	328			377			2		3
Net periodic cost	$	280		$	334		$	5	$	6

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Accumulated Other Comprehensive Loss Amounts Recognized Into Other Comprehensive Loss (Tables)

3 Months Ended

Jan. 31, 2018

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Amounts Recognized in Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive loss in stockholders' equity by component for the three months ended January 31,2018 is as follows:

		Pension and Post Retirement Plan Liability			Marketable Securities Adjustment			Interest Rate Swap Adjustment (1)			Foreign Currency Translation Adjustment			Accumulated Other Comprehensive Loss
Balance at October 31, 2017		$	(27,847	)	$	(2	)	$	(1,319	)	$	(13,069	)	$	(42,237	)
	Other comprehensive income (loss)	—			(107		)	525			7,783			8,201
	Amounts reclassified from accumulated other comprehensive loss, net of tax	221			—			280			—			501
	Net current-period other comprehensive income (loss)	221			(107		)	805			7,783			8,702
Balance at January 31, 2018		$	(27,626	)	$	(109	)	$	(514	)	$	(5,286	)	$	(33,535	)

(1) Amounts reclassified from accumulated other comprehensive income loss, net of tax are classified with interest expense included on the condensed consolidated statements of operations.

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Equity Matters (Tables)

3 Months Ended

Jan. 31, 2018

Equity [Abstract]

Schedule of share based compensation activity

The following table summarizes the Company’s Incentive Plan activity for the three months ended January 31, 2018 and 2017:    

	Stock Options				Restricted Stock				Restricted Stock Units
Outstanding at:	Options		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life	Restricted Shares		20 Day EMA	Weighted Average Remaining Contractual Life	Restricted Share Units		20 Day EMA	Weighted Average Remaining Contractual Life
November 1, 2016	90		$9.67	3.04	376		$6.40	1.83	22		$4.17	1.78
Granted	—		—		213		7.07		21		7.06
Options exercised or restricted stock vested	—		—		(21	)	15.28		—		—
Forfeited or expired	(8	)	10.46		(2	)	13.22		—		—
January 31, 2017	82		$9.60	2.80	567		$11.19	2.08	43		$5.48	2.49
November 1, 2017	58		$8.16	2.53	441		$7.07	1.60	36		$7.69	1.82
Granted	—		—		220		8.20		12		8.20
Options exercised or restricted stock vested	—		—		(88	)	8.48		(7	)	7.06
Forfeited or expired	—		—		(1	)	7.06		—		—
January 31, 2018	58		$8.16	2.27	572		$7.29	2.22	41		$7.94	1.89

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

We recorded stock compensation expense related to stock options, restricted stock and restricted stock units during the three months ended January 31,2018 and 2017 as follows:

	Three Months Ended January 31,
	2018		2017
Restricted stock	$	480	$	375
Restricted stock units	36		22
Total	$	516	$	397

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Fair Value of Financial Instruments Fair Value of Financial Instruments (Tables)

3 Months Ended

Jan. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value, Liabilities Measured on Recurring Basis [Table Text Block]

Assets and liabilities remeasured and disclosed at fair value on a recurring basis at January 31, 2018 and October 31, 2017 are set forth in the table below:

	Asset (Liability)			Level 1		Level 2			Valuation Technique
October 31, 2017:
Interest Rate Swap Contracts	$	(2,088	)	$	—	$	(2,088	)	Income Approach
Marketable Securities	194			194		—			Market Approach
January 31, 2018:
Interest Rate Swap Contracts	(943		)	—		(943		)	Income Approach
Marketable Securities	$	49		$	49	$	—		Market Approach

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Restructuring Restructuring (Tables)

3 Months Ended

Jan. 31, 2018

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Related Costs

The following table presents information about restructuring costs recorded for the three months ended January 31, 2018:

	January 31, 2018
Professional and legal costs	$	831
Employee costs	611
Other	72
	$	1,514

Schedule of Restructuring Reserve

The following table presents a rollforward of the beginning and ending liability balances related to the restructuring costs which are included in the condensed consolidated balance sheets in other accrued expenses for the above-mentioned actions through January 31, 2018:

	Balance as of October 31, 2017		Restructuring Expense		Payments		Balance as of January 31, 2018
Employee costs	65		611		265		411
Legal and professional costs	270		831		900		201
	$	335	$	1,442	$	1,165	$	612

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Earnings Per Share Earnings Per Share (Tables)

3 Months Ended

Jan. 31, 2018

Earnings Per Share [Abstract]

Schedule of Calculation of Numerator and Denominator in Earnings Per Share [Table Text Block]

The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share computation for net income (loss) per share:

	Three Months Ended January 31,
	2018		2017
Net income (loss) available to common stockholders	$	4,858	$	(2,018	)
Basic weighted average shares	23,107		17,720
Effect of dilutive securities:
Restricted share units and stock options (1)	180		—
Diluted weighted average shares	23,287		17,720
Basic income (loss) per share	$	0.21	$	(0.11	)
Diluted income (loss) per share	$	0.21	$	(0.11	)

(1) Due to a loss for the three months ended January 31, 2017, no restricted share awards and units are included because the effect would be anti-dilutive.

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Business Segment Information Business Segment Information (Tables)

3 Months Ended

Jan. 31, 2018

Segments, Geographical Areas [Abstract]

Revenue from External Customers by Geographic Areas [Table Text Block]

Revenues of foreign geographic regions are attributed to external customers based upon the location of the entity recording the sale. These foreign revenues represent 23.5% and 18.0% for the three months ended January 31,2018 and 2017, respectively.

	Net Revenues
	Three Months Ended January 31,
Geographic Region:	2018		2017
United States	$	189,458	$	203,200
Europe	48,379		35,669
Rest of World	9,829		9,069
Total Company	$	247,666	$	247,938

Schedule of Segment Reporting Information, by Segment [Table Text Block]

The foreign currency gain (loss) is included as a component of other expense, net in the condensed consolidated statements of operations.

	Foreign Currency Gain (Loss)
	Three Months Ended January 31,
Geographic Region:	2018			2017
Europe	$	(131	)	$	141
Rest of World	$	15		$	(273	)

Long-lived Assets by Geographic Areas [Table Text Block]

Long-lived assets consist primarily of net property, plant and equipment, goodwill and intangibles.

	Long-Lived Assets
Geographic Region:	January 31, 2018		October 31, 2017
United States	$	236,978	$	235,663
Europe	56,903		53,569
Rest of World	22,968		20,543
Total Company	$	316,849	$	309,775

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New Accounting Standards New Accounting Standards (Details) $ in Thousands	3 Months Ended
	Jan. 31, 2017 USD ($)
Adjustments for New Accounting Principle, Early Adoption [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Defined Benefit Plan, Net Periodic Benefit Cost (Credit)	$ 322

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Accounts Receivable Accounts Receivable (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jan. 31, 2018	Jan. 31, 2017	Oct. 31, 2017
Accounts Receivable [Abstract]
Allowance for Doubtful Accounts	$ 639		$ 1,271
Bad debt benefit	(120)	$ (13)
Accounts Receivable Factored	8,714		7,567
Accounts receivable recourse liability	$ 9,223		$ 8,072

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Related Party Receivables (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2018	Jan. 31, 2017	Oct. 31, 2017
Accounts, Notes, Loans and Financing Receivable [Line Items]
Related-party accounts receivable	$ 1,049		$ 759
MTD Holdings Inc. [Member] | Significant Shareholder [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Revenue from Related Parties	1,042	$ 1,598
Related-party accounts receivable	$ 1,049		$ 759

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Inventories (Details) - USD ($) $ in Thousands	Jan. 31, 2018	Oct. 31, 2017
Inventory Disclosure [Abstract]
Raw Materials	$ 25,467	$ 23,389
Work-in-process	18,693	18,653
Finished goods	20,570	19,770
Total inventory	64,730	61,812
Inventory Valuation Reserves	$ 5,397	$ 5,535

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Prepaid Expenses Prepaid Expenses (Details) - USD ($) $ in Thousands	Jan. 31, 2018	Oct. 31, 2017
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Tooling	$ 19,732	$ 13,629
Prepaid expenses and other assets	15,274	14,089
Assets Held-for-sale, Long Lived, Fair Value Disclosure	6,300	6,300
Total	$ 41,306	$ 34,018

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Property, Plant and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2018	Jan. 31, 2017	Oct. 31, 2017
Property, Plant and Equipment [Abstract]
Land and improvements	$ 11,374		$ 11,416
Buildings and improvements	120,395		124,406
Machinery and equipment	508,785		504,785
Furniture and fixtures	23,383		22,209
Construction in Progress	46,794		40,356
Total, at cost	710,731		703,172
Less: Accumulated depreciation	436,684		436,281
Property, plant and equipment, net	274,047		$ 266,891
Depreciation	$ 9,552	$ 9,153

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Property, Plant and Equipment Capital Leases Included in Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Jan. 31, 2018	Oct. 31, 2017
Property, Plant and Equipment [Abstract]
Machinery and equipment	$ 7,394	$ 7,099
Less: Accumulated depreciation	2,586	2,420
Leased property, net	$ 4,808	$ 4,679

XML

Property, Plant and Equipment Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Jan. 31, 2018	Oct. 31, 2017
Future Capital Lease Payments [Line Items]
Long-term Debt	$ 180,324
Plus amount representing interest ranging from 3.05% to 3.77%	358
Future minimum rental payments	$ 4,080
Minimum [Member]
Future Capital Lease Payments [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	3.05%
Maximum [Member]
Future Capital Lease Payments [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	3.77%
Capital Lease Obligations [Member]
Future Capital Lease Payments [Line Items]
2019	$ 906
2020	541
2021	2,275
Long-term Debt	$ 3,722	$ 3,760

XML

Goodwill and Intangible Assets Changes in carrying amount of goodwill (Details) $ in Thousands	3 Months Ended
	Jan. 31, 2018 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill at beginning of period	$ 27,859
Foreign currency translation	478
Goodwill at end of period	$ 28,337

XML

Goodwill and Intangible Assets Changes in carrying amount of finite-lived intangible assets (Details) $ in Thousands	3 Months Ended
	Jan. 31, 2018 USD ($)
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Net, Beginning of Period	$ 15,025
Amortization expense	(565)
Foreign currency translation and other	5
Intangible Assets, Net, End of Period	14,465
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Net, Beginning of Period	11,648
Amortization expense	(333)
Foreign currency translation and other	5
Intangible Assets, Net, End of Period	11,320
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Net, Beginning of Period	1,997
Amortization expense	(193)
Foreign currency translation and other	0
Intangible Assets, Net, End of Period	1,804
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Net, Beginning of Period	31
Amortization expense	(4)
Foreign currency translation and other	0
Intangible Assets, Net, End of Period	27
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Net, Beginning of Period	1,254
Amortization expense	(31)
Foreign currency translation and other	0
Intangible Assets, Net, End of Period	1,223
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Net, Beginning of Period	95
Amortization expense	(4)
Foreign currency translation and other	0
Intangible Assets, Net, End of Period	$ 91

XML

Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2018	Jan. 31, 2017	Oct. 31, 2017
Finite-Lived Intangible Assets [Line Items]
Cost	$ 25,446
Accumulated Amortization	(10,981)
Net	(14,465)		$ (15,025)
Amortization of Intangible Assets	$ (565)	$ (565)
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	13 years 2 months 14 days
Cost	$ 17,574
Accumulated Amortization	(6,254)
Net	$ (11,320)		(11,648)
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	7 years 3 months 1 day
Cost	$ 5,007
Accumulated Amortization	(3,203)
Net	$ (1,804)		(1,997)
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	2 years 3 months 14 days
Cost	$ 824
Accumulated Amortization	(797)
Net	$ (27)		(31)
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	14 years 9 months 14 days
Cost	$ 1,875
Accumulated Amortization	(652)
Net	$ (1,223)		(1,254)
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	10 years 14 days
Cost	$ 166
Accumulated Amortization	(75)
Net	$ (91)		$ (95)

XML

Schedule of Amortization Expense Next 5 Years (Details) $ in Thousands	Jan. 31, 2018 USD ($)
Finite-Lived Intangible Assets [Line Items]
2019	$ 1,987
2020	1,713
2021	1,702
2022	1,702
2023	1,702
Thereafter	5,659
Total Future Amortization	$ 14,465

XML

Financing Balances at Period End (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2017	Jan. 31, 2018	Oct. 31, 2017
Debt Instrument [Line Items]
Derivatives, Interest Rate Swap, Maturity	5 years
Credit Agreement Interest Rate:		3.97%	3.88%
Long-term Debt		$ 180,324
Total Debt		184,046	$ 183,092
Debt, Current		1,630	2,027
Long-term debt		182,416	181,065
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Long-term Debt		179,600	178,200
Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Long-term Debt		351	482
Capital Lease Obligations [Member]
Debt Instrument [Line Items]
Long-term Debt		3,722	3,760
Insurance Financing Agreement [Member]
Debt Instrument [Line Items]
Short-term Debt		$ 373	$ 650

XML

Financing Arrangements (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2018	Jan. 31, 2017	Oct. 31, 2016	Oct. 31, 2017	Oct. 30, 2017	Oct. 30, 2015	Apr. 29, 2015	Feb. 24, 2014
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	3.88%	5.09%
Letters of Credit Outstanding, Amount	$ 6,215
Collateral Agreement	65.00%
Long-term Debt	$ 180,324
Long-term Debt, Excluding Current Maturities	182,416			$ 181,065
Derivatives, Interest Rate Swap, Maturity		5 years
Other Comprehensive Loss, Unrealized Loss on Derivatives Arising During Period, Net of Tax	805	$ 1,119
Interest Expense	2,340	$ 4,812
Lender Group Two [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Increase Minimum							$ 25,000
Line of Credit Increase Maximum	150,000						100,000
Line of Credit Facility, Maximum Borrowing Capacity					$ 350,000		360,000
Line of Credit, Committed Reductions							$ 30,000
Line of Credit Facility, Increase (Decrease) for Period, Description			$ 5,000
Line of Credit Facility, Current Borrowing Capacity						$ 355,000
Line of Credit Facility, Remaining Borrowing Capacity	$ 164,185
Minimum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	3.05%
Maximum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	3.77%
Maximum [Member] | Lender Group Two [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Capacity Available for Debt Issuance						40,000
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases						$ 50,000
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Long-term Debt	$ 179,600			178,200
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	$ 0
Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	2.47%
Debt Instrument, Periodic Payment	$ 44
Long-term Debt	351			482
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	351
Capital Lease Obligations [Member]
Debt Instrument [Line Items]
Long-term Debt	3,722			3,760
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	906
Interest Rate Swap [Member] | Lender Group Two [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Derivative, Notional Amount								$ 75,000
Derivative, Fixed Interest Rate								2.74%
Derivative, Notional Amount, Amount Per Base								$ 25,000
Derivative, Incremental Amounts								$ 25,000
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | Lender Group Two [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.50%
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | Lender Group Two [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		3.00%
Base Rate [Member] | Minimum [Member] | Lender Group Two [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		0.50%
Base Rate [Member] | Maximum [Member] | Lender Group Two [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		2.00%
Tranche B Facility [Member] | Lender Group Two [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity					75,000
Fixed Rate Debt [Member]
Debt Instrument [Line Items]
Long-term Debt	724
Tranche A Facility [Member] | Lender Group Two [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity					$ 275,000
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | Lender Group Two [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Interest Expense	$ 280	$ 418
Insurance Financing Agreement [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	2.05%
Debt Instrument, Periodic Payment	$ 94
Short-term Debt	373			$ 650
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	$ 373

XML

Debt Maturities of Debt (Details) - USD ($) $ in Thousands	Jan. 31, 2018	Oct. 31, 2017
Debt Instrument [Line Items]
Long-term Debt	$ 180,324
2019	1,630
2020	541
2021	2,275
2022	0
2023	179,600
Total Debt	184,046	$ 183,092
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
2019	0
2020	0
2021	0
2022	0
2023	179,600
Long-term Debt	179,600	178,200
Notes Payable to Banks [Member]
Debt Instrument [Line Items]
2019	351
2020	0
2021	0
2022	0
2023	0
Long-term Debt	351	482
Capital Lease Obligations [Member]
Debt Instrument [Line Items]
2019	906
2020	541
2021	2,275
Long-term Debt	3,722	3,760
2019	906
2020	541
2021	2,275
2022	0
2023	0
Total	3,722
Insurance Financing Agreement [Member]
Debt Instrument [Line Items]
2019	373
2020	0
2021	0
2022	0
2023	0
Other Debt	$ 373	$ 650

XML

Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2018	Oct. 31, 2016
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Service Cost	$ 57
Domestic Plan [Member] | Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest cost	792	$ 821
Expected return on plan assets	(840)	(864)
Defined Benefit Plan, Amortization of Gain (Loss)	(328)	(377)
Net periodic (benefit) cost	280	334
Pension Contributions	450
Domestic Plan [Member] | Other Postretirement Benefits Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest cost	3	3
Expected return on plan assets	0	0
Defined Benefit Plan, Amortization of Gain (Loss)	(2)	(3)
Net periodic (benefit) cost	$ 5	$ 6

XML

Pension and Other Post-Retirement Benefit Matters Non-U.S. Plans (Details) - POLAND - Pension Plan [Member] - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2018	Jan. 31, 2017	Oct. 31, 2017
Defined Benefit Plan Disclosure [Line Items]
Accumulated benefit obligation	$ 1,325		$ 1,008
Pension Contributions	$ 57	$ 38

XML

Pension and Other Post-Retirement Benefit Matters Early-Adoption of ASU 2017-07 - Impact (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2018	Jan. 31, 2017
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Service Cost	$ 57
New Accounting Pronouncement, Early Adoption, Effect [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Service Cost		$ 56
Defined Benefit Plan, Net Periodic Benefit Cost (Credit)	$ 285	$ 322

XML

Accumulated Other Comprehensive Loss Amounts Recognized Into Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2018	Oct. 31, 2017
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	$ 188,321
Ending Balance	202,397
Accumulated Other Comprehensive Income (Loss), Net of Tax	(33,535)	$ (42,237)
Pension and Post Retirement Plan Liability [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(27,847)
Other comprehensive income (loss)	0
Amounts reclassified from accumulated other comprehensive loss, net of tax	221
Net current-period other comprehensive income (loss)	221
Ending Balance	(27,626)
Marketable Securities [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(2)
Other comprehensive income (loss)	(107)
Amounts reclassified from accumulated other comprehensive loss, net of tax	0
Net current-period other comprehensive income (loss)	(107)
Ending Balance	(109)
Interest Rate Swap Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(1,319)
Other comprehensive income (loss)	525
Amounts reclassified from accumulated other comprehensive loss, net of tax	280
Net current-period other comprehensive income (loss)	805
Ending Balance	(514)
Accumulated Translation Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(13,069)
Other comprehensive income (loss)	7,783
Amounts reclassified from accumulated other comprehensive loss, net of tax	0
Net current-period other comprehensive income (loss)	7,783
Ending Balance	(5,286)
AOCI Attributable to Parent [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(42,237)
Other comprehensive income (loss)	8,201
Amounts reclassified from accumulated other comprehensive loss, net of tax	501
Net current-period other comprehensive income (loss)	8,702
Ending Balance	$ (33,535)

XML

Weighted Average Assumptions for Grants (Details) - shares	3 Months Ended			12 Months Ended
	Jan. 31, 2018	Oct. 31, 2017	Jan. 31, 2017	Oct. 31, 2016
Class of Stock [Line Items]
Number of Shares Available for Grant	1,500,000
Employee Stock Option and / or Stock Appreication Righs (SARs) [Member]
Class of Stock [Line Items]
Maximum Number of Shares Per Employee	500,000
Restricted Stock, Restricted Stock Units (RSUs) and Performance Based Awards [Member]
Class of Stock [Line Items]
Maximum Number of Shares Per Employee	350,000
Restricted Stock [Member]
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		1 year 7 months 5 days
Employee Stock Option [Member]
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	2 years 3 months 6 days	2 years 6 months 10 days	2 years 9 months 20 days	3 years 16 days

XML

Activity - Stock Option, Restricted Stock and Restricted Stock Units (Details) - $ / shares	3 Months Ended			12 Months Ended
	Jan. 31, 2018	Oct. 31, 2017	Jan. 31, 2017	Oct. 31, 2016
Employee Stock Option [Member]
Number of Shares
Options, Outstanding Beginning of Period	58,166		89,666
Granted	0
Exercised	0		0
Canceled	0		(7,500)
Options, Outstanding End of Period	58,166	58,166	82,166	89,666
Weighted-Average Exercise Price
Options, Outstanding, Beginning of Period, Weighted Average Exercise Price Per Share	$ 8.16		$ 9.67
Granted, Weighted Average Exercise Price Per Share	0.00
Exercised, Weighted Average Exercise Price Per Share	0.00		0.00
Forfeitures and Expirations in Period, Weighted Average Exercise Price	0.00		10.46
Options, Outstanding, End of Period, Weighted Average Exercise Price Per Share	$ 8.16	$ 8.16	$ 9.60	$ 9.67
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	2 years 3 months 6 days	2 years 6 months 10 days	2 years 9 months 20 days	3 years 16 days
Restricted Stock [Member]
Weighted-Average Exercise Price
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		1 year 7 months 5 days
Weighted Average Grant Date Fair Value Restricted Stock and RSUs
Nonvested, Beginning of Period	441,282		376,340
Stock, Granted	220,396		213,099
Stock, Vested	(87,908)		(20,650)
Stock, Forfeited	(1,382)		(1,700)
Nonvested, End of Period	572,388	441,282	567,089	376,340
Nonvested, Weighted Average Grant Date Fair Value, Beginning of Period	$ 7.07		$ 6.40
Granted, Weighted Average Grant Date Fair Value	8.20		7.07
Vested, Weighted Average Grant Date Fair Value	8.48		15.28
Forfeited, Weighted Average Grant Date Fair Value	7.06		13.22
Nonvested, Weighted Average Grant Date Fair Value, End of Period	$ 7.29	$ 7.07	$ 11.19	$ 6.40
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms	2 years 2 months 20 days		2 years 30 days	1 year 10 months
Restricted Stock Units (RSUs) [Member]
Weighted Average Grant Date Fair Value Restricted Stock and RSUs
Nonvested, Beginning of Period	35,815		21,539
Stock, Granted	11,563		21,134
Stock, Vested	(6,574)		0
Stock, Forfeited	0		0
Nonvested, End of Period	40,804	35,815	42,673	21,539
Nonvested, Weighted Average Grant Date Fair Value, Beginning of Period	$ 7.69		$ 4.17
Granted, Weighted Average Grant Date Fair Value	8.20		7.06
Vested, Weighted Average Grant Date Fair Value	7.06		0.00
Forfeited, Weighted Average Grant Date Fair Value	0.00		0.00
Nonvested, Weighted Average Grant Date Fair Value, End of Period	$ 7.94	$ 7.69	$ 5.48	$ 4.17
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms	1 year 10 months 20 days	1 year 9 months 25 days	2 years 5 months 26 days	1 year 9 months 12 days

XML

Stock Based Compensation Equity Awards (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2018	Jan. 31, 2017	Oct. 31, 2017
Class of Stock [Line Items]
Compensation Expense Recognized	$ 516	$ 397
Employee Stock Option [Member]
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	82		$ 137
Restricted Stock [Member]
Class of Stock [Line Items]
Compensation Expense Recognized	480	375
Compensation Cost, Nonvested Awards, Not yet Recognized	3,301
Restricted Stock Units (RSUs) [Member]
Class of Stock [Line Items]
Compensation Expense Recognized	36	$ 22
Compensation Cost, Nonvested Awards, Not yet Recognized	$ 239

XML

Equity Matters Stock Based Compensation Cash Incentive Awards (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2018	Jan. 31, 2017	Oct. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense recognized	$ 516	$ 397
Cash Incentive Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense recognized	199	$ 72
Liability	$ 735		$ 536
Minimum [Member] | Cash Incentive Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance range	0.00%
Maximum [Member] | Cash Incentive Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance range	200.00%

XML

Fair Value of Financial Instruments Fair Value of Assets and Liabilities Measured on a Recurring and Nonrecurring Basis (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands	Jan. 31, 2018	Oct. 31, 2017
Interest Rate Swap [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, Fair Value, Net	$ (943)	$ (2,088)
Available-for-sale Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, Fair Value, Net	$ 49	$ 194

XML

Asset Impairment (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2018	Jan. 31, 2017
Restructuring Cost and Reserve [Line Items]
Asset impairment	$ 0	$ 41

XML

Restructuring Restructuring (Details) $ in Thousands	3 Months Ended
	Jan. 31, 2018 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring Costs	$ 1,514
Restructuring and Related Cost, Cost Incurred to Date	6,291
Restructuring and Related Cost, Expected Cost Remaining	10,700
Restructuring Reserve [Roll Forward]
Beginning Balance	335
Restructuring Expense	1,442
Payments	1,165
Ending Balance	612
Legal and Professional Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Costs	831
Restructuring Reserve [Roll Forward]
Beginning Balance	270
Restructuring Expense	831
Payments	900
Ending Balance	201
Employee Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Costs	611
Restructuring Reserve [Roll Forward]
Beginning Balance	65
Restructuring Expense	611
Payments	265
Ending Balance	411
Other [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Costs	$ 72

XML

Income Taxes Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2018	Jan. 31, 2017
Income Tax Disclosure [Abstract]
Income Tax Expense (Benefit)	$ (3,058)	$ (76)
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest	$ 1,800	$ (2,094)
Effective Income Tax Rate Reconciliation, Percent	(169.90%)	3.60%
Remeasurement of Deferred Tax Liabilities	$ 3,200

XML

Earnings Per Share Earnings Per Share Reconciliation of Numerator and Denominator of the basic and diluted earnings per share computation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Jan. 31, 2018	Jan. 31, 2017
Earnings Per Share [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	259	27
Net income (loss) available to common stockholders	$ 4,858	$ (2,018)
Basic weighted average number of common shares	23,107	17,720
Restricted stock units and stock options (1)	180	0
Diluted weighted average number of common shares	23,287	17,720
Basic earnings (loss) per share	$ 0.21	$ (0.11)
Diluted earnings (loss) per share	$ 0.21	$ (0.11)

XML

Business Segment Information Business Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 31, 2018	Jan. 31, 2017	Oct. 31, 2017
Segment Reporting Information [Line Items]
Revenue, Net	$ 247,666	$ 247,938
Long-Lived Assets	316,849		$ 309,775
UNITED STATES | Reportable Geographical Components [Member]
Segment Reporting Information [Line Items]
Revenue, Net	189,458	203,200
Long-Lived Assets	236,978		235,663
Europe [Member] | Reportable Geographical Components [Member]
Segment Reporting Information [Line Items]
Revenue, Net	48,379	35,669
Foreign Currency Transaction Gain, before Tax	(131)	141
Long-Lived Assets	56,903		53,569
Rest of World [Member] | Reportable Geographical Components [Member]
Segment Reporting Information [Line Items]
Revenue, Net	9,829	9,069
Foreign Currency Transaction Gain, before Tax	15	$ (273)
Long-Lived Assets	$ 22,968		$ 20,543
Sales [Member] | Non-US [Member]
Segment Reporting Information [Line Items]
Concentration Risk, Percentage	23.50%	18.00%

XML

Subsequent Event Subsequent Event (Details) $ in Thousands	Mar. 01, 2018 USD ($)
Brabant Italy Site Verres S.r.l. [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
BusinessCombinationConsiderationTransferred	$ 53,428