Agreement for the Sale of the Peters Music Library

DATED 2011

THE HEIRS OF HENRI HINRICHSEN (1)

and

THE CITY OF LEIPZIG (2)

AGREEMENT FOR THE SALE OF THE PETERS MUSIC LIBRARY

Wilsons Solicitors LLP Steynings House Summerlock Approach Salisbury Wiltshire SP2 7RJ

Tel: (01722) 412412 Fax: (01722) 427613

Ref: ACRR

THIS AGREEMENT is dated 2011

PARTIES

(1) THE HEIRS OF THE ESTATE OF HENRI HINRICHSEN being the persons listed in schedule 1 (together the Sellers )

(2) THE CITY OF LEIPZIG a public authority established and existing under the laws of the Federal Republic of Germany, whose principal office is at 04109 Leipzig, Martin-Luther-Ring 4-6 (the Buyer )

RECITALS

(A) The Sellers are the heirs of the estate of Henri Hinrichsen. As such they are the owners of the musical collection known as ‘The Peters Music Library’.

(B) The Sellers have agreed to sell and the Buyer has agreed to buy The Peters Music Library, for the benefit of its citizens, subject to and on the terms and conditions of this agreement.

AGREED TERMS

1 Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

1.1.1 Assets means all property, rights and interests of the Sellers in all or any part of the Library and the IP Rights.

1.1.2 Assumed Liabilities means all debts, liabilities and obligations of any nature of the Sellers relating to the whole or any part of the Library or the IP Rights, whether actual or contingent, which are due or outstanding on or have accrued at the Effective Time, including any costs in relation to their storage, insurance, cataloguing, preservation or display but excluding any costs related to the establishment or protection of, or dealing with, the Sellers title to the Assets.

1.1.3 business day means a day (other than a Saturday, Sunday or public holiday) when banks in London and Frankfurt am Main are open for business.

1.1.4 Catalogue means the partial schedule of items within the Library forming part of the valuation produced by Dr Helmut Hell dated March 2009 and annexed to this agreement.

1.1.5 Completion means the entry into force completion of this agreement with undersigning by all Sellers and all Buyers of the sale and purchase of the Assets in accordance with this agreement.

1.1.6 Completion Date means the date of the last Seller or Buyer undersigned this agreement.

H:\Hans-Georg Fieseler\Musikbibliothek Peters\Kaufvertrag\Angebot der Eigentümer 2011\4140720_3_Sale Agreement - Peters Music Library[1] - markups Leipzig.docH: \Hans -Georg Fieseler \Musikbibliothek Peters \Kaufvertrag \Angebot der Eigentümer 2011 \4140720_3_Sale Agreement - Peters Music Library[1] - markups Leipzig.doc1 C: \wordmlservice \output \88408a68fd94483fbee55b6a725f63b2.xml 1.1.7 Cultural Purposes means investigation, indexing, cataloguing or description of items for archival or research purposes; storage or other retention as part of the organised archives of a non - commercial 1 public cultural or civic institution; academic or other study of items for historical, musicological or other intellectual , non -commercial public purposes; conservation or restoration; public display or exhibition; use for or in connection with any public non -commercial , cultural programme of performance of musical works.

1.1.8 Effective Time means the close of business on the Completion Date.

1.1.9 Encumbrance means any mortgage, charge (fixed or floating), pledge, lien, hypothecation, guarantee, trust, right of set-off or other third party right or interest (legal or equitable) including any assignment by way of security, reservation of title or other security interest of any kind, however created or arising, or any other agreement or arrangement (including a sale and repurchase agreement) having similar effect.

1.1.10 German Legal Opinion means a completed and dated opinion in the agreed form on matters of German la w delivered by [ name of relevant firm]. 2

1.1.11 1.1.10 IP Rights means all copyright, rights under licences, database rights, rights in confidential information, moral rights and any other intellectual property rights in respect of the Library or any part of it, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

1.1.12 1.1.11 Library means all materials of any type forming the collection of musical scores, manuscripts, letters, journals, photographs and other papers currently held at the Bach Archiv and other locations within the City of Leipzig and known collectively as The Peters Music Library, including [those bearing the catalogue markings “ “ ;] all items listed in the Catalogue and the Major Items. 3

1.1.13 1.1.12 Major Items means the items listed in schedule 2.

1 Each presentation of the PML or each lending in the public library for which we would take an entrance or loan fee, would be unallowed

2 We cannot give a legal opinion, in addition we will not find any lawer, who gives us this guarantee; if the City Council of Leipzig confirmed the sale and this sales agreement, it is for us as the administration the basic for entry into force the agreement; please look at our warranty after Pt. 9.1

3 clarification necessary : we have about 25.000 archive cards, bounded in 8 or 9 ring binders to define the “Library” and a picture “Bi 3036 Gruppenbild XIII -, “Pantheon musical” is missing after repassing the berlin items on January 19 th /20 th 2009, look at the protocole from Jan. 20 th 2009 undersigned by Barbara Quandt,Thomas Stein and Brigitte Geyer

H:\Hans-Georg Fieseler\Musikbibliothek Peters\Kaufvertrag\Angebot der Eigentümer 2011\4140720_3_Sale Agreement - Peters Music Library[1] - markups Leipzig.docH: \Hans -Georg Fieseler \Musikbibliothek Peters \Kaufvertrag \Angebot der Eigentümer 2011 \4140720_3_Sale Agreement - Peters Music Library[1] - markups Leipzig.doc2 C: \wordmlservice \output \88408a68fd94483fbee55b6a725f63b2.xml 1.1.14 1.1.13 New Item of Significant Value means an item forming part of the Library that is not a Major Item or otherwise listed in the Catalogue (other than by generic description with other items) and having an estimated open market sale value at the time of its discovery in excess of €50,000.

1.1.15 1.1.14 Price means the sum payable pursuant to clause 4.14.1 5.1 .

1.1.16 1.1.15 Sellers’ Representative means Tim Berg of 7a Britwell Road, Burnham, Buckinghamshire, England, SL1 8AF or such other person as all of the Sellers or the Sellers’ Representative may notify to the Buyer from time to time.

1.1.17 1.1.16 Sellers’ Solicitors means Wilsons Solicitors LLP of Steynings House, Summerlock Approach, Salisbury, SP2 7RJ, United Kingdom.

1.1.18 1.1.17 Tax means all forms of taxation and statutory, governmental, state, federal, provincial, local, government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the UK or any other jurisdiction; and any penalty, fine, surcharge, interest, charges or costs relating thereto, and taxation means the same.

1.2 Clause and schedule headings do not affect the interpretation of this agreement.

1.3 A reference to a clause or a schedule is a reference to a clause of, or schedule to, this agreement. A reference to a paragraph is to a paragraph of the relevant schedule, and a reference to an appendix is to the relevant appendix to this agreement.

1.4 A person includes a corporate or unincorporated body.

1.5 Words in the singular include the plural and in the plural include the singular.

1.6 A reference to one gender includes a reference to the other gender.

1.7 Any reference to any party or person includes that party or person’s successors in title and assigns.

1.8 A reference to a statute, statutory provision or any subordinate legislation made under a statute is to such statute, provision or subordinate legislation as amended or re-enacted from time to time whether before or after the date of this agreement and, in the case of a statute, includes any subordinate legislation made under that statute whether before or after the date of this agreement.

1.9 Writing or written includes faxes but not e-mail.

1.10 Documents in agreed form are documents in the form agreed by the parties to this agreement and initialled by them or on their behalf for identification.

1.12 Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.

1.13 References to this agreement include this agreement as amended or varied in accordance with its terms.

2 Agreement to sell and buy

In consideration of the Price and the other obligations of the Buyer under this agreement the Sellers shall sell, with full title guarantee and free from all Encumbrances and the Buyer shall buy, with effect from the Effective Time, each Seller’s entire interest in:

2.1 the Library; and

2.2 the IP Rights;

3 After this agreement Aassumed Liabilities

3.1 4The Buyer shall with effect from the Effective Time:

3.1.1 assume responsibility for and pay, satisfy or perform the Assumed Liabilities; and

3.1.2 pay, satisfy or discharge all debts, liabilities and obligations incurred by the Buyer in connection with the Assets after the Effective Time.

3.2 The Buyer agrees to indemnify and keep indemnified each of the Sellers against any loss, liability and cost which the Sellers may incur or may have incurred and not discharged before the Effective Time:

3.2.1 in connection with the ownership o f the Assets after the Effective Time; or

3.2.2 as a result of the Buyer's failure to pay, satisfy or perform the Assumed Liabilities pursuant to the terms of clause 3.1.1 ,

including without limitation any losses, liabilities or costs inc urred as a result of defending or settling a claim alleging such a liability. 5

4 clarification necessary: Leipzig only will bear costs, that are commissioned and authorised by ourself; we cannot takeover costs, that are commissioned and ordered by one of the Sellers, for example the costs of Dr. Haag or your attorneys/solicitors; please regard no. 19 of the draft: each party bears her own costs. No. 3.2 is in conflict with No. 19!

5 clarification necessary: Leipzig cannot takeover this liabilities and the risk, that there are unknown owners; it is possible to takeover the liability for loss after enforcing this agreement and belonging to the PML and upon a culpable behaviour by the Buyer

4.1 The price payable for the Assets shall be € 3,450,000 (three million four hundred and fifty thousand Euros). The Price shall not be apportioned between the Library and the IP Rights, or between any individual items within the Library.

4.2 The Price shall be paid in the following instalments: 6

4.2.1 €1,000, 000 (one million Euros) on Completion;

4.2.2 €1,450,000 (one million four hundred and fifty thousand Euros) on the business day closest to the date one year after Completion;

4.2.3 4.2.1 €1,000,000 (one million Euros) on the business day closest to the date two years after Completion.

4.3 All payments shall be made by bank transfer to the client account of the Sellers’ Solicitors or to such other account as the Sellers’ Solicitors may notify to the Buyer. The Buyer shall not be concerned in any way with the division of the Price between the separate interests of the Sellers. The receipt of the Sellers’ Solicitors shall be a good receipt for payment to all of the Sellers.

4.4 The Price is in ex clusive 7 of value added tax or any other Tax. All parties consider that no transfer Taxes are payable on the sale of the Assets, but if any transfer Taxes are properly due and payable on the sale of the Assets then:

4.4.1 if such taxes are wholly or partly recoverable by the Buyer they shall be paid by the Buyer to the extent that they are recoverable in addition to the Price, on production of any necessary value added tax or other invoices by the Sellers; or

4.4.2 4.4.1 if any part of such taxes is not recoverable by the Buyer that part shall be deemed to be included within the Price and the Sellers shall deliver to the Buyer any necessary value added or other tax invoices. 8

5 Interest

If any instalment of the Price is not paid in full within fi ten 9ve business days of its due date for payment then the Buyer shall pay interest on the overdue amount from its due date for payment until the date of payment at the rate of 4 per cent points per annum

6 clarification necessary: the payments belong on the possibilities of the public budgets; we try to pay in three rates, beginning in 2012, the amount of each rate must be clarified by our public financial partners

7 We assume definitly that there will be no taxes; therefore me have to write “inclusive”;

8 these regulations are not necessary, because there are no taxes to pay

9 We have to regard internal conditions for payments

6 Completion

6.1 Completion shall take place on the Completion Date .11

6.2 On Completion the Sellers shall make available to the Buyer physical possession 12 of the Library on the terms of the licence set out in clause 7.2 and execute, for delivery on payment of the final instalment of the Price, such conveyances, transfers, assignments and novations together with the requisite notices, licences and documents of title as may be necessary to vest in the Buyer title to all of those Assets which are not transferable by delivery.

6.3 At Completion the Buyer shall:

6.3.1 pay the first instalment of the Purchase Price to the Sellers in accordance with clause 4;

6.3.2 deliver to the Sellers a copy of the minutes of a meeting of the [appropriate committee or person within] of the Buyer authorising the execution by the Buyer of this agreement and all other documents ancillary to it or the transactions contemplated herein, and appointing the relevant signatory or signatories to execute this agreement and any such other documents on the Buyer's behalf; and

6.3.3 deliver to the Sellers the German Legal Opinion 13 .

7 Passing of title and risk

7.1 Title to the Assets shall pass to the Buyer on payment of the final instalment of the Price.

7.2 From Completion the Sellers grant to the Buyer a royalty-free licence to possess the Assets and use them for public Cultural Purposes 14 in accordance with the terms of this agreement.

7.3 The licence granted by clause 7.2 shall be automatically terminated if any instalment of the Price is not paid within 90 days of its due date for payment. On such termination the Sellers shall be entitled to immediately retake possession of the Library.

10 the lending rate of Barclays is not clear in its amount; the lendig rate of the German Federal Bank will be actualized in its amount all six month

11 this regulation makes no sense and is a repetition to 1.1.5. and 1.1.6

12 The Buyer/City of Leipzig has allready the physical possession!

13 Please look at my remarks to Pt. 1.1.10,

14 Please look at Pt. 1.1.7; non-commercial use is problematic, because the public library takes little fees for loan

H:\Hans-Georg Fieseler\Musikbibliothek Peters\Kaufvertrag\Angebot der Eigentümer 2011\4140720_3_Sale Agreement - Peters Music Library[1] - markups Leipzig.docH: \Hans -Georg Fieseler \Musikbibliothek Peters \Kaufvertrag \Angebot der Eigentümer 2011 \4140720_3_Sale Agreement - Peters Music Library[1] - markups Leipzig.doc6 C: \wordmlservice \output \88408a68fd94483fbee55b6a725f63b2.xml 7.4 Risk in respect of all the Assets shall pass to the Buyer at the Effective Time and the Buyer shall at its cost insure the Assets against all normal risks to assets of this type for a sum not less than the Price from that time until payment of the final instalment of the Price.

8 Sellers’ warranties

Each Seller individually warrants and represents to the Buyer that:

8.1 he or she has good and marketable title to the share of each Asset set opposite their name(s) in schedule 1, and that that share of each Asset is legally and beneficially owned by them;

8.2 all Sellers individually warrants, that they are solely the owners of the assets; if there are unknown co-owners, who exercises a right or rights to the assets or the purchase price, all sellers will jointly and severally liable for these rights and will indemnify and keep indemnified the Buyer.

8.2 8.3 there are no Encumbrances over the share of each Asset set opposite their name(s) in schedule 1, and that they have not agreed to create any Encumbrances over that share of the Assets or any part of them;

8.3 8.4 he or she has the power and authority to execute, deliver and perform his or her obligations under this agreement and the transactions contemplated by it. No limit on the Seller’s powers will be exceeded as a result of the sale contemplated by this agreement;

8.4 8.5 the execution, delivery and performance of the obligations in, and transactions contemplated by, this agreement do not and will not contravene or conflict with:

8.4.1 8.5.1 any agreement or instrument binding on the Seller s or constitute a default or termination event (however described) under any such agreement or instrument; or

8.4.2 8.5.2 any law or regulation or judicial or official order applicable to the Seller s; and

8.5 8.6 he or she has taken all necessary action and obtained all required authorisations to enable the Seller s to execute, deliver and perform the Seller’s obligations under this agreement. Any such authorisations are in full force and effect.

9 Buyer’s warranties

The Buyer warrants, on the date of this agreement and on the date of payment of each instalment, that:

9.1 it has the power and authority to execute, deliver and perform its obligations under this agreement and the transactions contemplated by it. No limit on its powers will be exceeded as a result of the purchase contemplated by this agreement;

9.2.1 the Buyer's constitution;

9.2.2 any agreement or instrument binding on it or its assets or constitute a default or termination event (however described) under any such agreement or instrument; or

9.2.3 any law or regulation or judicial or official order, applicable to it.

9.3 it has taken all necessary action and obtained all required or desirable authorisations to enable it to execute, deliver and perform its obligations under this agreement and the transactions contemplated by it . and to make them admissible in evidence in its jurisdiction of establishment. 16 Any such authorisations are in full force and effect.

9.4 subject to any general principles of law limiting its obligations specifically referred to in any legal opinion delivered pursuant to clause 6.3.3:

9.4.1 its obligations under this agreement are legal, valid, binding and enforceable; and

9.4.2 it is not necessary to file, record or enrol the this agreement with any court or other authority or pay any stamp, registration or similar Taxes in relation to the agreement or the transactions contemplated by it.

9.5 the choice of Engl ish law as the governing law of this agreement will be recognised and enforced in its jurisdiction of establishment and any judgment obtained in England or Wales in relation to the agreement will be recognised and enforced in that jurisdiction. 17

9.6 9.5 no deduction for, or on account of any Tax is required from any payment that the Buyer may make under any this agreement.

10 Restrictions on post-Completion use of the Library by the Buyer

10.1 As soon as practical after Completion the Buyer shall take all required steps, and use its best endeavours to ensure any required action is taken by third

15 we cannot give this warranty for the future , because the City of Leipzig has no directly influence on changing for example the law of the Federal Republic of Germany or changing the law of the Freestate of Saxony; we can give a warranty that we will fulfill this agreement corresponding/regarding the future law

16 clarification necessary: our point of view is, that we only need a confirmation by the City council of Leipzig and no other authorisation for purchase the PML; so we cannot give the warranty that a german law court will accept an authorisation, we do not need for this contract; in addition, after Pt. 27.1 of this agreement this contract shall be based on English law, this is not our “jurisdiction of establishment”

17 we cannot give a warranty, that a german law court will accept the choice of Englis law in this agreement;

H:\Hans-Georg Fieseler\Musikbibliothek Peters\Kaufvertrag\Angebot der Eigentümer 2011\4140720_3_Sale Agreement - Peters Music Library[1] - markups Leipzig.docH: \Hans -Georg Fieseler \Musikbibliothek Peters \Kaufvertrag \Angebot der Eigentümer 2011 \4140720_3_Sale Agreement - Peters Music Library[1] - markups Leipzig.doc8 C: \wordmlservice \output \88408a68fd94483fbee55b6a725f63b2.xml parties, to have the Library declared to be an asset of the people of the City of Leipzig and, as such, to be held as an item of cultural interest not to be sold or otherwise transferred to an organization unless that organization has similar aims to the Buyer.

10.2 Irrespective of the making of the declaration referred to in clause 8.2 the Buyer shall not at any time, without the prior written consent of all of the Sellers, sell, hire, lease or otherwise transfer ownership or possession of the whole or any part of the Library to any person other than:

10.2.1 on loan to any person for use for Cultural Purposes;

10.2.2 to a state entity, charitable or other non-profit making institution or person who will retain and use the Library or items from it for Cultural Purposes.

Provided that before any permanent transfer of ownership or possession the Buyer shall procure that the transferee enters into a legally binding agreement that ensures that it observes all of the terms of this agreement that survive Completion as if it had been party to it in the place of the Buyer.

11 Post Completion investigation of the Library 18

11.1 The parties recognise that the Library has not been comprehensively investigated or catalogued . After Completion, the Buyer intends to arrange for further investigations to be carried out and full archival cataloguing to be completed. The Buyer shall notify the Sellers if any New Item of Significant Value is discovered during this process, or at an y other time [within 10 years of Completion].

11.2 Following the notification of the discovery of a New Item of Significant Value the Buyer shall arrange for the item to be valued, at the Buyer’s expense, by an independent expert of relevant experience. The va luation report shall be provided to all parties. If either the suitability of the valuer chosen by the Buyer, or the outcome of that expert’s valuation, is disputed by any Seller then a new expert shall be appointed on the joint application of the parties to the President for the time being of [suitable expert institution]. Such expert shall produce a new valuation and shall direct that his costs are paid in such manner as he thinks fit. All valuations shall be in Euros and shall assume a sale on the open m arket by a willing seller to a willing buyer and the absence of any export or other restrictions on the sale of the item.

11.3 The Buyer shall pay to the Sellers a sum equal to [80 per cent] of the value of each New Item of Significant Value, as determined by t he Buyer’s expert or, if such an appointment is made, the jointly appointed expert. Payment shall be made in accordance with clause 5 within 90 days of the date of determination or agreement of the value of the item.

11.4 The Buyer shall give the Sellers or the ir authorised representatives such access, during normal working hours, to the Library and the records of the Buyer

18 It is impossible to open further negotiations in may be eight or nine years after enforcing this agreement about actually unknown “New Items of Significant Value”; with enforcing the sale agreement all negotiations about the Peters Music Library must be finished definitely .

12 Past ownership acknowledgement by the Buyer

12.1 The Buyer intends to house the Library and display the Major Items in a new reading hall as a memorial hall named “ Dr. Henri Hinrichsen memorial hall” extension to the City of Leipzig Stadt Archiv. The extension is to be named “[ ]”.

12.2 Any public display of items from the Library will acknowledge the past ownership of the Library by Henri Hinrichsen and his heirs and will comment on the importance of his relationship with the City of Leipzig. If reference is made to the Library’s history, including the events around confiscation, recovery and restitution, then the Buyer shall obtain the written consent to the terms of such reference from Martha Hinrichsen (or her heir), such consent not to be unreasonably withheld ..

13 Licence to Edition Peters KG 19

From Completion the Buyer will grant reasonable access to the Library to Edition Peters KG for the purposes of its commercial activities, such access to include, but not be limited to, reproduction of, reference to, and quotation from materials within the Library. All direct costs incurred in connection with such access shall be paid by Edition Peters KG, but no royalty or other access or use charge will be payable at any time for such access.

14 Rights on default

14.1 If any payment due under this agreement , other than a payment for a New Item of Significant Value becoming due after the date of payment of the final instalment of the Price, is not paid within 90 days of the due date for payment this agreement may , at the option of any Seller, be terminated by written joint declaration of all Sellers .

14.2 In addition to its other enforcement rights against the Buyer on any such default the Sellers will have the o ption to remove from the Library such items as they choose, including Major Items, up to the value of the sums then outstanding under this agreement. The parties shall agree a value for all removed items, by reference to the estimated net sale proceeds of the items to any person willing to buy them on the then available market for the items, and the Buyer’s debt then outstanding shall be deemed to be reduced by the agreed value of the removed items. If such a value is not agreed the Sellers shall sell such items to any person willing to buy them on the then available market for them and the actual net proceeds of such sale shall be deemed to be the value of the removed items. The Sellers may remove further items until the agreed or

19 This is a new and interesting aspect in our negotiations; we have to discuss in which frame this could be a commercial interest and we should clarify that this regulation is binding also to a legal follower of the Edition Peters KG company

14.3 14.2 The IP Rights associated with all items removed pursuant to clause 14.2 shall remain with or transfer to the Sellers.

14.4 14.3 Once all sums owing by the Buyer have been satisfied in full, whether by removal of items from the Library or otherwise, title to all remaining items within the Library, and any associated IP Rights, shall pass to the Buyer.

15 Further assurance

Each party shall (at its own expense) promptly execute and deliver all such documents, and do all such things, or procure the execution of documents and doing of such things as are required to give full effect to this agreement and the transaction intended to be effected pursuant to it.

16 Assignment

Neither party may assign or transfer any of its rights, benefits or obligations under this agreement except:

16.1 with the prior consent of the other parties;

16.2 by Sellers who are trustees or executors to additional or replacement trustees or executors, or to beneficiaries of the trust or estate;

16.3 by the Buyer in connection with a transfer made in accordance with clause 10.2.

17 Announcements

17.1 The parties agree to the issue of a press release, substantially in the agreed form attached 21 immediately following Completion.

17.2 No party shall make, or permit any person to make, any other public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

20 This regulation cannot be accepted, regarding the conditions of our public financial supporters. After this conditions the public supporters BKM and the Freestate of Saxony became also co-owners of the PML. This is an indispensible condition for financial support and our insurance that the PML stays definitely in Leipzig.

21 Should this be really attached to the contract?

18.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business or affairs of any other party except as permitted by clause 18.2.

18.2 Each party may disclose the other party’s confidential information:

18.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause; and

18.2.2 as may be required by law, court order or any governmental or regulatory authority.

18.3 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.

19 Costs

Except as expressly provided in this agreement, each party shall pay its own costs incurred in connection with the negotiation, preparation, execution and completion of this agreement and any documents referred to in it.

20 Whole agreement

20.1 This agreement and the documents referred to in it constitute the whole agreement and understanding of the parties and supersede any previous arrangements, understanding or agreement between the parties relating to the subject matter of this agreement. Save as expressly provided, and to the extent they may be excluded by contract, this agreement excludes any warranty, covenants, condition or undertakings which may be implied by law, including any warranties as to the condition of the Library or the existence and enforceability of the IP Rights. The Buyer acknowledges that it has not been induced to enter into this agreement by, and so far as permitted by law and except in the case of fraud, hereby waives any remedy in respect of, any warranties, representations, undertakings, promises or assurances not incorporated expressly into this agreement.

20.2 Nothing in this clause operates to limit or exclude any liability for fraud.

21 Variation and waiver

21.1 Any variation of this agreement must be in writing and signed by or on behalf of the parties.

22 It is not possible to give a warranty of confidentiality; the sale agreement mus be confirmed by the City Council of Leipzig, with 70 selectsmen/selectswomen, who have to decide about the sales agreement

21.3 No failure to exercise or delay in exercising any right or remedy provided under this agreement or by law constitutes a waiver of such right or remedy nor shall it prevent any future exercise or enforcement thereof.

21.4 No single or partial exercise of any right or remedy under this agreement shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.

22 Severance

22.1 If any provision of this agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, that provision shall be ineffective to the extent of such illegality, invalidity or unenforceability but the other provisions shall remain in force.

22.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

23 Third party rights

No term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this agreement, other than Edition Peters KG, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.

24 Counterparts

This agreement may be executed in any number of counterparts, each of which when executed and delivered constitutes an original of this agreement but all the counterparts shall together constitute the same agreement.

25 Language

25.1 This agreement is drafted in the English language. If this agreement is translated into any other language, the English language text shall prevail.

25.2 Any notice given under or in connection with this agreement shall be in the English language. All other documents provided under or in connection with this agreement shall be in the English language, or accompanied by a certified English translation. If such document is translated into any other language, the English language text shall prevail unless the document is a constitutional, statutory or other official document.

26 Notices

26.1 Any notice or other communication required to be given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or other next working day delivery service providing proof of delivery.

H:\Hans-Georg Fieseler\Musikbibliothek Peters\Kaufvertrag\Angebot der Eigentümer 2011\4140720_3_Sale Agreement - Peters Music Library[1] - markups Leipzig.docH: \Hans -Georg Fieseler \Musikbibliothek Peters \Kaufvertrag \Angebot der Eigentümer 2011 \4140720_3_Sale Agreement - Peters Music Library[1] - markups Leipzig.doc13 C: \wordmlservice \output \88408a68fd94483fbee55b6a725f63b2.xml 26.2 Notices to the Buyer shall be sent to the address given in this agreement or its principal office for the time being. Notices to the Sellers shall be sent to the Sellers’ Representative or, if there is no Sellers’ Representative in office, to each of the Sellers at their last known usual address.

26.3 Any notice or communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address, or otherwise at 9.00 am on the second business day after posting, or the fifth business day if posted internationally, or at the time recorded by the delivery service.

26.4 For the purposes of this clause, "writing" shall not include e-mail, although any notice may be copied by e-mail.

27 Governing law and jurisdiction

27.1 This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of the Federal Republic of Germany Engl and and Wales .

27.2 The parties irrevocably agree that the courts of the Federal Republic of Germany England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

28 Declaration for finishing all judical proceedings

The Sellers declare irrevocably that all actual judical proceedings and all future claims against acts of the Federal Republic of Germany, the Freestate of Saxony, other German States and the City of Leipzig in terms to protect the Peters Music Library after German law (Law Safeguarding German Artworks) will be finished with the date of completion. The Sellers will address this declaration to all concerning institutions, particularly to the concerning law courts in Germany.

THE SELLERS

Name Address Percentage owned

Martha Hinrichsen 32-A Heritage Circle 20% Southbury Connecticut CT 06488 USA

Henry Hinrichsen c/o Mr Raimond B Petit 20% 439 Main Street Benington Vermont VT 05201 USA

The trustees of the 2-6 Baches Street 20% Hinrichsen Foundation London N1 6DN United Kingdom

Eve Bonnar 22 Farmstead Road [share of the Sobernheim Willowdale 20%] Ontario M2L 2G2 Canada

Elisabeth Stiff 8 Queens Road [share of the Sobernheim Willowdale 20%] Ontario M2L 2G2 Canada

Henry Stanton 3524 Morrow Street [share of the Sobernheim Sacramento 20%] California CA 95821 USA

The Executors of the Estate c/o Caroline Kirby 20% of Robert Harris (Nee Farrer & Co Hinrichsen) 66 Lincolns Inn Fields London WV2A 3LH United Kingdom

THE MAJOR ITEMS

Johann Sebastian Kantate Nr 170 – Vergnugte Ruh Bach Johann Sebastian Kantate Nr 172 – Erschallet Ihr Lieder Bach

Johann Sebastian Kantate 178 Wo Gott der Herr nicht bei uns halt Bach

Johann Sebastian Kantate Nr 202 Weichet nur, Betrubte Schatten Bach

Johann Sebastian Canonic Variations on Vom Himmel Hoch Bach

Johann Sebastian Canones aliquot per Joseph Zarlinum Bach

Johann Sebastian Die Junste der Fuge Bach

Johannes Brahms Nanie Op 82 Partitur Autograph

Felix Mendelssohn Die Erste Walpurgisnacht Partitur Autograph

Carl Maria von Lichtenstien Hinrich 100s Briefwechsel Carl Maria Von Weber mit H Weber Lichtenstein

Max Bruch Sinfonie Op 28 Partitur Autograph

Roberts Schumann Geneveva Ouverture Autograph Restauriert

Edvard Grieg Vioin Sonata 5, op 8

Executed by HENRY HINRICHSEN in the presence of: ……………………………………….

Witness signature : ...... Henry Hinrichsen

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Executed by MARTHA HINRICHSEN in the presence of: ……………………………………….

Witness signature : ...... Martha Hinrichsen

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Executed by EVE BONNAR in the presence of: ……………………………………….

Witness signature : ...... Eve Bonnar

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Executed by ELISABETH STIFF in the presence of: ……………………………………….

Witness signature : ...... Elisabeth Stiff

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Executed by HENRY STANTON in the presence of: ……………………………………….

Witness signature : ...... Henry Stanton

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Executed by one of the trustees for ………………………………………. THE HINRICHSEN FOUNDATION in the presence of: Trustee of the Hinrichsen Foundation

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Executed by Helen Bryant/Martin Neve one of the Executors for ………………………………………. THE ESTATE OF ROBERT HARRIS in the presence of: Executor

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Executed by THE CITY OF LEIPZIG acting by a duly authorised signatory in the presence of: ……………………………………….

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