SHARE SALE AND PURCHASE AGREEMENT

Section

Page

DEFINITIONS AND INTERPRETATIONS

6

SALE AND PURCHASE

16

PURCHASE PRICE

16

CONDITION PRECEDENT

21

COMPLETION

22

REPRESENTATIONS AND WARRANTIES OF THE VENDORS

24

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

39

INDEMNIFICATION

39

COSTS AND EXPENSES

44

CONFIDENTIALITY

44

ANNOUNCEMENTS

45

ASSIGNMENTS

45

ENTIRE AGREEMENT AND AMENDMENTS

45

NOTICES

46

INVALIDITY

47

WAIVER

47

GOVERNING LAW AND DISPUTES

47

1.

EQT II BV (hereinafter for itself referred to as “EQT BV”), a company incorporated under the laws of the Netherlands, whose registered office is Strawinskylaan 1159, 1077XX Amsterdam, the Netherlands, for itself as shareholder in the Company (as defined herein) and in its capacity as investment manager and asset manager for EQT II Non-Registered Partnership (hereinafter for itself referred to as the “Fund”) and as representative of the Fund and of those shareholders in the Company listed in Exhibit A , (EQT BV, the Fund and the shareholders in the Company as set out in Exhibit A are hereinafter together referred to as the “EQT Investors”); and

2.

Those shareholders in the Company listed in Exhibit B (hereinafter for themselves referred to as the “Minority Shareholders”) (EQT BV and the Minority Shareholders hereinafter collectively referred to as the “Vendors”), and on the other hand

3.

Brady GmbH, corp. reg. no. HRB 32127, a company incorporated under the laws of Germany, whose registered office is at Otto-Hahn Strasse 5-7, 63225 Langen, Germany (hereinafter referred to as the “Purchaser”).

A.

Tradex Holding AB, corp. reg. no. 556523-6881, a company incorporated under the laws of Sweden, whose registered office is Bultgatan 31, 442 40 Kungälv, Sweden (hereinafter referred to as the “Company”) has issued Instruments (as defined herein) in the form of shares in the Company, Warrants (as defined herein) and Convertible Loans (as defined herein) that give the right to call for the issue of or conversion of debt into new shares in the Company to the Participants. Apart from 216,000 Warrants and 161,900 Convertible Loans held by Tradex AB, following repurchases made under the Management Incentive Programme, the Warrants and Convertible Loans are owned

by the participants in the Management Incentive Programme (as defined herein) as set out in Exhibit C (hereinafter for themselves referred to as “the Participants”). Immediately subsequent to execution of this Agreement, arrangements will be made for the transfer to EQT BV of the Warrants and Convertible Loans held by the Participants. At Completion Date the Participants’ Warrants and Convertible Loans will be transferred from EQT BV to the Purchaser, unless those Convertible Loans have at that time been converted into shares in the Company prior to Completion, in which case all such shares will be included among the Shares (as defined herein) transferred to the Purchaser.

1.

DEFINITIONS AND INTERPRETATIONS

1.1

In this Agreement and in the Exhibits hereto, which shall form part of this Agreement, the following words and expressions shall have the meanings respectively set out opposite them;

shall mean the accounting principles applied by the Company and Tradex Converting, such principles are set out in the Company’s and Tradex Converting’s annual accounts for the financial years 2004 and 2005 which have been provided to the Purchaser;

shall mean the annual audited accounts of the Company and each of the Subsidiaries, where such annual audited accounts are required to be

prepared, for the financial years 2004 and 2005;

shall have the meaning set out in Section 8.1 (ii) below;

shall mean this Share Sale and Purchase Agreement and all the exhibits attached hereto, each of which constitutes an integral part of this Agreement;

shall mean that part of the Debt, which is financed by Nordea Bank;

shall mean a day on which banks are open for business in Stockholm (excluding Saturdays, Sundays and public holidays);

shall mean amounts standing to the credit of any Group Company on any bank account, securities or other instruments for cash placement or hedging (including unrealised gains under hedging instruments) held by any Group Company and petty cash and other physical cash held by any Group Company, including, for the avoidance of doubt, all amounts held on bank accounts by the Subsidiaries in China;

shall have the meaning set out in Section 8.1 (i) below;

shall mean a claim made by the Purchaser against the Vendors under this Agreement;

shall have the meaning set out in the introductory paragraph (A) above;

shall mean the completion of this Agreement in accordance with Section 5 below;

shall mean the document set out in Section 3.4 below in the form attached hereto as Exhibit 1.1(a) and l.l(c) ;

shall mean the date following from Section 5.1 below;

shall have the meaning set out in Section 4 below;

shall mean all convertible loans issued by the Company as part of the Management Incentive Programme (including the creditors’ rights pertaining thereto);

shall mean the consolidated interest bearing debt of the Group, less the debt pertaining to the Convertible Loans, but including any other liabilities or obligations for borrowed money, evidenced by notes, bonds, debentures, guarantees, letters of credit or similar obligations, secured by liens or for capitalized lease obligations and include all associated principal, interest and prepayments and other penalties, charges, expenses and fees;

shall mean any deficiency, liability, claim, damage, Third Party Claim, or any loss or expense suffered or incurred by the Company or any of the Subsidiaries, after reduction of any tax effect in accordance with Section 8 below, caused by a breach of any of the Warranties or covenants or other undertakings under this Agreement;

shall have the meaning set out in Section 3.8.1 below;

shall mean the board members of the Company and Tradex Converting appointed by the Vendors, directly or indirectly, as set out in Exhibit l.l(b) ;

shall mean the disclosure letter issued by the Vendors as set out in Exhibit 6 ;

shall mean the employees employed by any Group Company;

shall mean SEK 1.1 billion (SEK 1,100,000,000);

shall mean any laws, statutes, directives or regulations relating to pollution or protection of the public health and the environment, including laws, rules, statutes, directives, regulations, policies or guidelines relating to emissions, discharges, releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including without limitation ambient air, surface water, ground water or land), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, chemicals, industrial, toxic or hazardous substances or waste in the jurisdictions where the Group Companies carry on operations whether sales and marketing or manufacturing or both;

shall have the meaning set out in the introductory paragraph (1) above;

shall have the meaning set out in the introductory paragraph (1) above;

shall mean the account set out in Section 5.3 (i) below;

shall mean the agreement substantially in the form as set out in Exhibit 5.3 (i) ;

shall mean Skandinaviska Enskilda Banken;

shall mean the Signing Date estimate of the Cash as of the Completion Date;

shall mean the Signing Date estimate of the Debt as of the Completion Date;

shall mean the Estimated Debt less the Estimated Cash as set out in Exhibit 1.1(c) ;

shall mean the estimate on Signing Date of the Net Worth as of the Completion Date calculated in a manner consistent with the calculation of the Net Worth (as of 31 December 2005) and as set out in Exhibit l.l(d) ;

shall mean the difference between the Net Worth (as of 31 December 2005) and the Estimated Net Worth;

shall mean the Final Net Worth as of the Completion Date calculated in a manner consistent with the calculation of the Net Worth (as of 31 December 2005) and as determined in accordance with the procedure set out in Sections 3.4-3.7;

shall have the meaning set out in the introductory paragraph (1) above;

shall mean the final purchase price for the

Instruments as set out in Section 3.1;

shall mean generally accepted accounting principles in Sweden;

shall mean the Company and its directly or indirectly owned Subsidiaries (including Tradex AB);

shall mean any of the Group Companies;

shall mean the half-year accounts for the Company, and Tradex Converting, if any, for the the half-year of financial years 2004 and 2005;

shall mean the Shares, Warrants and Convertible Loans issued by the Company held by the EQT Investors, the Minority Shareholders, the Participants and Tradex AB;

shall mean all registered patents, trademarks, service marks, business and trade names, designs, patterns, trade dress, logos;

shall mean (i) the documented know-how (meaning in this context a secret and specified know how of a method or process relating to the Group Companies’ operations), inventions, trade secrets, (ii) documented technology (meaning in this context a secret and specified technology relating to the Group Companies’ operations) (iii) copyrights (including rights in computer software), software and software licences, all source and object code, algorithms, websites, domain names, (iv) proprietary and confidential customer lists, proprietary processes and formulae, and (v) development tools and confidential business information data;

shall mean the monthly management accounts (including but not limited to a balance sheet and income statement), where available, for the Company and Tradex Converting for the period from 1 January 2006 through the Completion Date;

shall mean Hans Eriksson (CEO), Henrik Johansson (COO), Ola Sjölin (Area Manager APAC), Ted Düring (Area Manager Europe) and Magnus Tedestedt (Area Manager Americas);

shall mean the net effect of an annualized recurring loss of operating profits on a Group level during the period between the date of this Agreement and the Completion Date as compared with the Company’s EBITA on a Group level during the fiscal year 2005 according to the Company’s audited Accounts. The net effect is determined after the Company takes such measures to reinstate the Group Companies to a position and earnings comparable to the positions during the fiscal year 2005. For purposes of clarification, a Loss shall exclude customary changes in the business operations due to variations in order cycles or their equivalent;

shall mean the management incentive programme implemented on the basis of Warrants and Convertible Loans issued by the Company;

shall mean the contracts of the Company or its Subsidiaries which are listed in Exhibit 6.8.1 hereto;

shall have the meaning set out in the introductory paragraph (2) above;

shall mean the Debt as of Completion Date less the Cash as of Completion Date, calculated in accordance with Exhibit 1.1 (c) ;

shall mean the Total Assets less the Total Liabilities (excluding the Net Debt however as of 31 December 2005) of the Group Companies as of 31 December 2005 according to the Companies audited Accounts and as set out in Exhibit 1.1 (a) ;

shall mean the recalculation of the Purchase Price by a SEK by SEK change in the Final Net Worth (on Completion Date) as compared to the Net Worth (on 31 December 2005) as calculated and determined in accordance with the procedure set out in Sections 3.4-3.7;

shall have the meaning set out in the introductory paragraph (A) above;

shall mean the Vendors or the Purchaser, “Parties” shall mean the Vendors and the Purchaser collectively;

shall mean the Enterprise Value of SEK 1.1

billion less the Estimated Net Debt;

shall mean the Enterprise Value of SEK 1.1 billion less the Net Debt;

shall have the meaning set out in the introductory paragraph (3) above;

shall mean the Vendors and the board members and directors of the Group Companies;

shall mean the lawful currency of Sweden from

time to time;

shall mean all the shares of the Company;

shall mean the companies listed in Exhibit 1.1(e);

shall mean the date first above written;

shall mean all taxes, levies, charges, fees including but not limited to income taxes, corporation tax, capital gain tax, transfer tax, social security fees, duties, sales tax, value added tax, stamp duty, payroll taxes and duties, property taxes, employment related taxes for which the Group Companies are liable, including any withholding tax and any other taxes which may be payable to or imposed by any tax authority together with any interest, penalties or additions to tax;

shall mean any claim by a third party (including by tax authorities and other governmental authorities) against the Company or any of the Subsidiaries;

shall mean the Company’s Swedish sub-subsidiary Tradex AB, with corp. reg. no. 556545-4443;

shall mean the Company’s Swedish sub-subsidiary AB Tradex Converting, with corp. reg. no. 556204-4767;

shall have the meaning set out in the introductory paragraph (2) above and EQT BV shall for the purpose of this Agreement be considered to own the Instruments owned by the EQT Investors;

shall mean the actual knowledge of the Directors and the Key Excecutives after due inquiry into the relevant subject matter;

shall mean the warranties and representations set out in Section 6 below; and

shall mean all Warrants issued by the Company as part of the Management Incentive Programme.

1.2

The following provisions shall apply to the construction and interpretation of this Agreement and its Exhibits:

(i)

the Purchase Price;

plus

(ii)

the Net Worth Adjustment.

(i)

the Preliminary Purchase Price (of which an amount corresponding to SEK ninety (90) million shall be paid to the pledged Escrow Account in accordance with Section 3.8.1 below);

plus

(ii)

the Estimated Net Worth Adjustment SEK eight million seven hundred and forty seven thousand (8,747,000) (to be paid to the Escrow Account in accordance with Section 3.8.1 below);

plus

(iii)

the Bank Debt at the Completion Date to be paid to Nordea Bank.

expiry of such time period become final and binding upon the Parties for the purpose of this Agreement.

3.6

If the Parties are unable to resolve any objections notified in accordance with Section 3.5 above within twenty (20) days after the expiration of the fifteen (15) day period provided for in Section 3.5 and should the dispute concern an amount not exceeding SEK ten (10) million the dispute and the overall determination of the Completion Balance Sheet and the (i) Net Worth Adjustment, and (ii) the Net Debt, which follows there from shall be submitted to a single auditor of a reputable public accounting firm to be agreed between the Parties or in default of agreement appointed by the Arbitration Institute of the Stockholm Chamber of Commerce. Should the dispute concern an amount equal to or in excess of SEK ten (10) million, then either Party may refer the matter and the overall determination of the Completion Balance Sheet and (i) the Net Worth Adjustment, and (ii) the Net Debt, which follows there from to arbitration pursuant to Section 17 below. Any determination in accordance with this Section 3.6 shall be final and binding on the Parties.

3.7

When the Completion Balance Sheet and (i) the Net Worth Adjustment, and (ii) the Net Debt, which follows there from have become final and binding upon the Parties for the purpose of this Agreement as set out in Sections 3.5 or 3.6, the adjustment as set out below in this Section shall take place.

If the amount of the Final Net Worth is at least SEK five (5) million below the Net Worth, an amount equal to the difference in excess of SEK 5 million between the amount of the Final Net Worth and the Net Worth shall be released to the Purchaser from the Escrow Account within five Business Days following such determination of the Net Worth Adjustment and the remaining amount of the deposited Estimated Net Worth Adjustment standing on the Escrow Account shall immediately be released from the Escrow Account to the Vendors. If the difference is so great that the amount of the deposited Estimated Net Worth Adjustment standing on the Escrow Account does not suffice to pay the Purchaser, the surplus amount shall be released to the

(a)

Upon determining the Net Worth Adjustment as set out in Section 3.7 an amount equal to all or part of the Estimated Net Worth Adjustment (including interest thereon) may be released to the Vendors upon their request to the Bank in accordance with what is set out in Section 3.7;

(b)

Upon determining the Net Worth Adjustment as set out in Section 3.7 an amount equal to all or part of the Estimated Net Worth Adjustment or a greater amount corresponding to the Net Worth Adjustment (including interest thereon) may be released to the Purchaser upon his request to the Bank in accordance with what is set out in Section 3.7;

(c)

Following the Completion Date, the Purchaser may request the Escrow Bank’s release of amounts in the Escrow Account required to satisfy Claims made not later than 18 months following Completion Date and which have been finally settled;

(d)

After 18 months from the Completion Date, the Vendors may request the Escrow Bank’s release of an amount up to 50 % of the original Deposit less any Claims made, provided that the amount remaining on the Escrow Account following such withdrawal is sufficient to cover the amount of Claims made by the Purchaser and which have not been settled;

(e)

Following Completion Date, the Purchaser may request the Escrow Bank’s release of an amount up to the balance amount on the Escrow Account to satisfy environmental or Tax Claims made not later than 24 months following the Completion Date and which have been finally settled; and

(f)

After 24 months from the Completion Date, the Vendors may request the Escrow Bank’s release of the remaining amount in the Escrow Account, provided the Purchaser has not made any Claims which have not been finally settled, in which case,

however, the part of the balance amount exceeding the amount of the Claims may be released. Upon settlement of all outstanding Claims the balance amount shall be released in accordance with such settlement.

5.

COMPLETION

5.1

Completion shall take place, unless otherwise agreed in writing between the Parties, at the offices of Hammarskiöld & Co in Stockholm, Sweden before 10 a.m. five (5) Business Days from the date upon which the Condition Precedent in Section 4.1 is satisfied, deemed to be satisfied or waived (the “Completion Date”). If Completion has not occurred on or before June 30, 2006 this Agreement shall automatically become null and void and neither Party shall have any claims against each other by reason thereof.

5.2

At the Completion Date the Vendors shall:

(i)

make payment in cash of the Deposit of SEK ninety (90) million into a specified interest bearing account (the “Escrow Account”) with the Escrow Bank, to be held as collateral for Claims under the Agreement, and to be held, disbursed and administrated in accordance with the terms of a separate agreement (the “Escrow Account and Pledge Agreement”) between EQT BV, the Purchaser and the Escrow Bank, substantially in the form set out in Exhibit 5.3 (i) ;

(ii)

make a cash deposit of the Estimated Net Worth Adjustment to the Escrow Account; and

(iii)

pay to EQT BV, as representative of all the Vendors, the remaining part of the Preliminary Purchase Price, in immediately available funds in accordance with EQT BV’s transfer instructions to be provided to the Purchaser not later than five (5) Business Days prior to the Completion Date.