Option Agreement

Dipl.-Ing. Hans Kilian SAUERESSIG Capital contribution of €660,000 (22 %)

Dipl.-Kfm. Jörg Christian SAUERESSIG Capital contribution of €700,000 (23.33 %)

Reinhart ZECH VON HYMMEN Capital contribution of €1,000,000 (33.33 %)

The buyer hereby irrevocably offers to the seller - such offer also being valid for his universal successors - to purchase the partnership interest in Saueressig GmbH & Co. KG held by the seller with a capital contribution of €660,000 (currently representing 22% of the total share capital) as registered in the Commercial Register, or the substituting interest, under company law, possibly made in its place (hereinafter also the "participation in a limited partnership" or the "limited partner's share").

The purchase offer according to § 1 shall be subject to the condition precedent that the purchase and the assignment to the buyer of the limited partner's shares in Saueressig GmbH & Co. KG held by Mr. Jakob Heinreich SAUERESSIG, Mr. Jörg Christian SAUERESSIG (MBA), Mr. Karl-Wilhelm SAUERESSIG and Mr. Reinhart ZECH von HYMMEN, according to sales and purchase agreement concluded with today's date, are legally effective, and the buyer, or his subsidiary within the meaning of § 8 Para. 1 of this Agreement, is entered into the Commercial Register as limited partner.

The purchase offer as per § 1 can be accepted also pro rata as of the end of each quarter-year (31.3.; 30.6.; 30.9.; 31.12.) however only as of 30.9.2010 at first. The acceptance of the offer is to be explained in writing and must reach the buyer at the latest six months before the day on which the transfer is to take place.

Notwithstanding Para. 3 part 1, the offer as per Para. 1 can also be accepted to a quarter-year ending before 30.9.2010 if,

insofar as the acceptance corresponds to at least 2.75% of the total limited liability capital (this currently corresponds to 12.5 % of the seller's limited partner share) and the acceptance of the offer encompasses, in total, in the period up 30.9.2013 not more than 25% of the seller's current limited partner share (this corresponds to 5.5 % of the total current limited liability capital of the firm), or

a shareholder in Matthews International Corporation, Two NorthShore Center, PA 15212-5851, Pittsburgh, USA, holds more than 50% of all the shares in this Company;

Joseph C. BARTOLACCI has ceased working as CEO or in a similar position of responsibility for Matthews International Corporation, Two NorthShore Center, PA 15212-5851, Pittsburgh, USA, for a period of at least 12 months; or

The buyer contravenes seriously and sustained the rights of the seller from the shareholders agreement of the Saueressig GmbH + Co. KG, especially

the seller was not invited to a general meeting of members in which resolutions were adopted;

the buyer doesn’t meet the request of the seller to summon a shareholders’ meeting;

a resolution on the change of the articles of association against the seller's vote is to be made.

adoptions of resolutions as per § 9 Para. 3 of the Partnership Agreement are effected against the votes of the seller;

a general manager - with the exception of the seller himself - is appointed or discharged against the votes of the seller;

the seller as general manager is discharged without having breached his duties as general manager.

the position of the partners is impaired in the sense of the Holzmueller doctrine;

modification of the partnership agreements of the subsidiaries of Saueressig GmbH + Co. KG against the explicitly expressed wish of the seller.

If the purchase offer is accepted pursuant to Para. 3 or Para. 4, the buyer and the seller shall be obligated to declare the assignment of the respective limited partner's share, with effect to the end of the relevant quarter-year, subject to a suspensory condition through entry of the change in the limited partner in the Commercial Register. The assignment has to- if necessary pro rata - include the total limited partner's accounts (capital accounts, loan accounts, private accounts).

§ 2

As purchase price the seller shall receive an amount to the value of the part of the company value, within the meaning of clause 3, which corresponds to the share of the participating interest to be assigned as according to §1 Para. 5 relative to the total limited liability capital of Saueressig GmbH & Co. KG, for the total limited partner's share of 22 % held by the seller, but at least € 17,443,328 ("purchase price's lower limit") and at most € 31,443,328 ("purchase price' upper limit"). Should the sale take place pro-rata, then the purchase price’s lower limit and the purchase price’s upper limit shall be applicable corresponding to the amount of the assigned share.

The purchase price’s upper limit shall not apply if

the purchase price according to Para. 1 exceeds the purchase price's upper limit by more than 17.5% and is based on the patents named in Annex 1 to this Agreement or those developed by the seller in the future, or

the buyer resells the shares acquired from the seller at a higher price to a third person within twelve months of the assignment according to § 1 Para 5. Applicable as purchase price’s upper limit then is the value corresponding to the purchase price obtained by the buyer.

The value of the Company is taken as ten times ("multiplied by a factor of ten") the average EBIT for Saueressig GmbH & Co. KG in keeping with paragraph 5, (i), minus the consolidated liabilities of Saueressig GmbH & Co. KG as defined in Enclosure 3.2 (B) of the sales an purchase agreement, at the time the assignment takes effect, exceeding the sum of €10,000,000 as well as (ii) increased by the liquid means (cash) as defined in the Enclosure 3.2 (C) of the sales and purchase agreement, and (iii) minus the further sum of €1,556,672. If the mean EBIT of Saueressig GmbH & Co. KG is less than €10,000,000, the factor of ten shall be replaced with a factor of nine.

The basis for the calculation of the value of the Company is the average EBIT for the two business years that ended before or on the key assignment date in accordance with § 1 Para. 5 (in the case of an assignment as at 30.9.2015, the balance sheets as at 30.9.2014 and 30.9.2015 shall form the basis, and for assignment as at 31.3.2011 the balance sheets for 30.9.2009 and 30.9.2010, whereby it is assumed that Saueressig GmbH & Co. KG changes its business year to the period 1.10 to 30.9 after the acquisition pursuant to § 1 Para. 2.

EBIT is the operative result from standard business operations shown in the consolidated financial statements for Saueressig GmbH & Co. KG pursuant to § 275 Para. 2 No. 14 German Commercial Code (HGB), plus interest and similar expenses pursuant to § 275 Para. 2 No. 13 HGB.

Should the assignment of the limited partner's share fall before 30.9.2013, the purchase price, except in the cases of § 1 Para. 4, amounts for the total limited partner's share of the seller (22% of the total limited liability capital), notwithstanding Para. 1, to € 14,826,829.

In addition to the purchase price, the seller shall receive an amount to the level of his money-drawing interest on its member loan ac