Nothing in this Agreement shall prevent AKASOL, the Management Board, the Supervisory Board or any member of the AKASOL Group from:

providing information duly requested or required by a regulatory authority, provided, however, the Company, to the extent legally permissible, shall provide prior written notice thereof to BW to enable BW to seek a protective order or otherwise prevent such disclosure in accordance with applicable law;

acting in accordance with their fiduciary duties, in particular but not limited to, (i) the duty of care and loyalty under Sections 76, 93 and 116 German Stock Corporation Act (Aktiengesetz – AktG), (ii) the duties under Section 33 para. 1 sentence 1 WpÜG and (iii) the managerial tasks and duties to the extent legally required (Sections 76, 93 as well as 116 AktG) (the Fiduciary Duties).

The Bidder shall notify AKASOL of the occurrence of any circumstance which would be reasonably likely to result in the non-compliance with any of the Bidder’s obligations under this Agreement, and AKASOL, to the extent legally permissible, shall notify the Bidder of the occurrence of any circumstance which would be reasonably likely to result in the non-compliance with any of AKASOL’s obligations under this Agreement.

AKASOL shall notify the Bidder within three (3) Business Days of the occurrence of any circumstance that has had or would be reasonably likely to have, individually or in the aggregate, a material adverse impact on the amount of AKASOL’s cumulative order value of framework agreements and call-off agreements agreed with customers (the Order Backlog) and shall in any event notify the Bidder within three (3) Business Days of the occurrence of any circumstance that would be reasonably likely to reduce the Order Backlog below EUR 1.75 billion.

Regulatory Clearances Cooperation

As soon as reasonably practicable after the Effective Date, the Bidder shall, in cooperation with AKASOL, finally determine all necessary (i) merger control clearances that are required, pursuant to the applicable merger control laws, for the Offer Completion (as a result of any approval, if required, being granted by any competent merger control authority or the expiration of any applicable waiting period and the absence of an order by any competent authority or court preliminary or permanently prohibiting the transaction, or otherwise), and (ii) any other regulatory or governmental clearances ((i) and (ii) together the Clearances).

As at the date of this Agreement, the Parties agree that a Clearance is expected to be required pursuant to the applicable laws of Germany, Austria and Poland.

The Bidder and, as applicable, BW and the AKASOL Group will file for the required Clearances as soon as reasonably practicable after the Effective Date. Where relevant, the filing(s) shall be made by the Bidder on behalf of all parties involved (to the extent permitted under applicable law). All filing fees or other disbursements in connection with the Clearances shall be borne by the Bidder.

In order to obtain the Clearances, the Acquirors and the AKASOL Group shall cooperate, to the extent legally permissible, in all respects with each other in the preparation of all relevant filings and, in connection with any submission, investigation or inquiry, supply to any competent authority as promptly as practicable any additional information requested pursuant to any applicable law and take all other reasonable procedural actions (other than, for the avoidance of doubt, offering remedies or entering into any commitment to reduce merger control concerns of competition authorities) required in order to obtain any Clearance(s) or to cause any applicable waiting periods to commence and expire. In connection with the proceedings required to obtain the Clearances, the BW and AKASOL shall (i) promptly provide each other with copies of any material written communication (or written summaries of any material non-written communication) with any competent authority, (ii) have material contact, or communications with, any competent authority only after consultation with the other Party, (iii) promptly inform each other in advance of the time and place of any material meetings and calls with any competent authority and (iv) give each other and their respective advisors the opportunity to participate in all such meetings or calls. Without limiting the foregoing, (x) the BW Group, on the one hand, and the members of the AKASOL Group, on the other hand, shall not take any action that has or may have the effect of extending any applicable waiting period or comparable period under applicable law or enter into any agreement with any competent authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other Party, and (y) no member of the AKASOL Group, without BW’s advance written consent in BW’s sole discretion, shall, directly or indirectly, propose, negotiate, consent to, undertake, or agree to any sale, divestiture, lease, license, transfer, disposition, encumbrance, restriction, impairment, limitation of freedom of operation, or hold separate of any assets, licenses, properties, operations, rights, product lines, businesses, or interests of the AKASOL Group, in each case being either material or outside of the ordinary business practice.

In exchanging or conveying information, submissions, correspondence and communications, to the extent required by applicable law, competitively or commercially sensitive information of one Party shall be redacted from the version shared with the other Party. Such non-confidential versions shall be supplied without undue delay and the exchange of any competitively or commercially sensitive information prohibited from being shared among the Parties by applicable law shall be limited to legal advisors and/or outside advisors provided that such exchange shall be conducted in a manner reasonably designed to preserve applicable lawyer/client and lawyer work product privileges.

Business Strategy

The Bidder acknowledges that AKASOL pursues a defined and successful business strategy which comprises, inter alia, the support of the existing business and operating model.

The Bidder will generally support this business strategy, AKASOL and the Management Board in its implementation and cooperate with the Management Board to maximize the efficiencies and gains to be made through AKASOL’s strategy.

The Acquirors will, and undertake that the relevant members of the Booster Group will, for a period of thirty-six (36) months following the Offer Completion:

(a)

preserve and support the corporate culture of ABBA Group; and

(b)

use best efforts to keep the current members of the Management Board in office with their respective responsibilities.

The Parties agree that in light of the currently challenging and volatile market environment, and the aim of sustainable value creation, being listed on the regulated market might not be in the best interest of the Company. The Company therefore acknowledges that this Transaction forms part of a taking private transaction/strategy and the Acquirors therefore intend to implement a squeeze-out of the minority shareholders and/or a separate delisting of the AKASOL Shares following the Offer Completion, in each case subject to all applicable legal requirements. The Acquirors will consult with the Management Board and take into consideration its reasonable comments and opinion prior to initiating such implementation.

Brand

The Parties acknowledge that AKASOL owns several brands in certain countries with a high degree of brand awareness by the respective markets and customers. Within two weeks after Offer Completion, the Parties will negotiate in good faith and enter into a license agreement at arm’s length conditions allowing BW and/or its Affiliates to use AKASOL’s trademark rights, in particular the trademarks protecting the designation “AKASOL”, the terms of which may include certain exclusivities.

Corporate Governance

Management Board / Role of Management

After the Offer Completion, the Management Board shall continue to manage AKASOL independently and exclusively in its own responsibility pursuant to and within the framework of German law. Consequently, following Offer Completion, the Bidder shall not issue directives to the Management Board or any of its members, unless there is a domination agreement within the meaning of Section 291 AktG concluded, and subject to its legal obligations to support the implementation of this Agreement, there is no obligation on the part of the Management Board or any of its members to carry out or refrain from a legal transaction or act at the inducement of the Bidder, whether in form of a request, a demand, or an instruction.

Supervisory Board

The Bidder will have majority representation on the Supervisory Board in a manner which appropriately reflects its shareholding following the Offer Completion subject to the appointment of its representatives by the competent court pursuant to Section 104 AktG and/or a respective resolution of AKASOL’s shareholders’ meeting.

The Supervisory Board acknowledges the Bidder’s interest spelt out in clause 7.2(a) and will not unduly prevent or delay the Bidder from achieving this objective after the Offer Completion.

AKASOL shall use its reasonable best efforts to the extent legally permissible and possible to ensure that after the Offer Completion any resigning Supervisory Board member will be replaced by a representative of the Bidder to be appointed in accordance with a respective resolution of AKASOL’s shareholders’ meeting and/ or Section 104 AktG and that the applications to the court and the selection of potential Supervisory Board candidates to be included therein will be prepared (but not filed prior to the settlement of the Transaction) in cooperation with the Bidder prior to the settlement of the Transaction to allow the appointment of the replacement Supervisory Board members as soon as practicable but in any event within two weeks after the settlement of the Transaction.

Workforce

General Commitment

The Bidder acknowledges that the dedicated workforce of the AKASOL Group is the foundation for the current and future success of AKASOL and that the current and future success of AKASOL depends on the creativity and performance of AKASOL Group’s workforce and their potential for innovation both which heavily rely on the competence and the commitment of the employees of AKASOL.

The Bidder intends to support the Management Board (i) in maintaining and developing an attractive and competitive framework to retain an excellent employee base and (ii) in the continued effort to attract talents.

No Reduction of Workforce / Further Bidder’s Commitments

The Bidder undertakes (except as required by law or as may be otherwise recommended by the Management Board and/or Supervisory Board):

to support an adequate growth of the workforce of the AKASOL Group in line with business development;

to respect the rights of the AKASOL Group employees;

by AKASOL or the Bidder (acting in its own name or on behalf of BW) if the Offer lapses as result of non-satisfaction of the Offer Conditions;

by AKASOL in the following cases:

BaFin has prohibited the publication of the Offer Document or the Offer Document has otherwise not been published in accordance with Section 14 para. 1 and para. 3 WpÜG;

the offer price offered in the Offer is lower than the Offer Price;

the Offer contains conditions within the meaning of Section 18 para. 1 WpÜG (Angebotsbedingungen) that materially differ from the Offer Conditions set out in Annex 1.2 without being requested by BaFin and otherwise does not correspond to the requirements set forth in clause 1; or

the Bidder or BW has breached any material provision of this Agreement.

by the Bidder (in its own name or on behalf of BW) in the following cases:

AKASOL has breached any material provision of this Agreement;

the Management Board or the Supervisory Board do not support the Offer in their Reasoned Statement in accordance with clause 2.2 otherwise in accordance with this Agreement, including clause 2 unless that they act in accordance with the applicable laws and/or the Fiduciary Duties or

any of the Offer Conditions would have failed if it had been applied during the period from the Bidder’s announcement of its intention to launch the Offer pursuant to clause 1.1(a) until the publication of the Offer Document.

In the event of a termination of this Agreement by AKASOL according to clause 11.2(b) or by the Bidder according to clause 11.2(c)(iii), the Bidder shall not be obliged to further execute the Offer.

if to the Bidder:

Blitz F21-842 AG (in future: ABBA BidCo AG)

Attn.: Robert Boyle
c/o BorgWarner Europe GmbH
Augustaanlage 54-56
68165 Mannheim
Germany

Email: rboyle@borgwarner.com

The above contact details shall be deemed valid for service until any changes thereto are notified in writing to the respective other Parties.

No Party shall make, or permit the making of, any press release or similar public announcement with respect to this Agreement or the Transaction, and each Party shall keep confidential and not disclose to any third party this Agreement or any confidential information regarding any other Party disclosed to it in connection with this Agreement or its implementation, other than (i) disclosure on a need to know basis to professional advisors, (on AKASOL’s side) to the members of its supervisory board and their advisors, (on the Acquirors’ side) to sources of debt financing, to the issuer of the Financing Confirmation and to Affiliates or lenders, (ii) as expressly agreed upon with the other Parties and (iii) as may be required, in the good faith discretion of the disclosing party, in order to comply with the requirements of applicable laws or the rules and regulations of any stock exchange upon which any securities of the relevant Party or any of its parent companies are listed. In such circumstances, any disclosure shall be no more extensive in scope and nature than the minimum standard required by the relevant laws, orders, rules or regulations. If a person is so required to make any announcement of or to disclose any confidential information, the relevant Party shall promptly notify the other Party or Parties concerned, where practicable and lawful to do so, before the announcement is made or disclosure occurs and shall cooperate with the other Party or Parties regarding the timing and content of such announcement or disclosure or any action which the other Party or Parties may reasonably elect to take to challenge the validity of such requirement.

Clause 12.6(a) shall not include information that (i) is or has become known in the public domain other than through a fault of the Party obliged to hold the information confidential or of any of such Party’s Affiliates or (ii) was lawfully known to such Party or to any of such Party’s Affiliates prior to the signing of this Agreement and which is not subject to any other confidential obligation to the other Party or Parties concerned.

12.7

Acquisition Would Significantly Strengthen Commercial Vehicle Electrification Capabilities to Meet Industrywide Demand

Cash Offer of €120.00 per Share Represents Approximately 23% Premium to AKASOL’s Three-Month Volume-Weighted Average Share Price; Values 100% of AKASOL’s Equity at Approximately €727 Million¹

Offer Fully Supported by AKASOL Executive Board and Supervisory Board

Sven Schulz, AKASOL’s Largest Shareholder, CEO and Founder, as well as Certain Other Shareholders, Have Entered into Irrevocable Undertakings to Tender Approximately 59% of AKASOL’s Shares Outstanding

AD-HOC-MITTEILUNG

AD-HOC-MITTEILUNG

CORPORATE NEWS

Following signing of the Business Combination Agreement, BorgWarner today published the decision to make a voluntary public tender Offer for all outstanding AKASOL shares at a price of EUR 120.00 in cash per share

Executive Board and Supervisory Board welcome strategic partnership with BorgWarner and voluntary public tender Offer

AKASOL to benefit from new strategic partner supporting long-term growth and corporate strategy

Shareholders to benefit from premium of 23.4 percent on the volume-weighted three-month average share price as well as a premium of 44.2 percent on the volume-weighted six-month average share price prior to the announcement

All founders of AKASOL, representing 59.4 percent of shares in AKASOL, have signed irrevocable undertakings to tender their shares

AKASOL to continue to operate independently under the AKASOL brand

CEO Sven Schulz and CFO Carsten Bovenschen to continue to run the company

Nach Unterzeichnung des Business Combination Agreement hat BorgWarner die Entscheidung veröffentlicht, ein freiwilliges öffentliches Übernahmeangebot für sämtliche ausstehenden Aktien der AKASOL zum Preis von EUR 120,00 in bar je AKASOL-Aktie abzugeben

Vorstand und Aufsichtsrat heißen strategische Partnerschaft mit BorgWarner sowie freiwilliges öffentliches Übernahmeangebot willkommen

AKASOL profitiert von neuem strategischen Partner, der das langfristige Wachstum und die Unternehmensstrategie unterstützt

Aktionäre profitieren von Prämie von 23,4 Prozent auf den volumengewichteten Durchschnittskurs der letzten drei Monate sowie einer Prämie von 44,2 Prozent auf den volumengewichteten Durchschnittskurs der letzten sechs Monate vor der Ankündigung

Alle Gründer von AKASOL, die gemeinsam über einen Aktienanteil von rund 59,4 Prozent verfügen, haben unwiderrufliche Andienungsvereinbarungen unterzeichnet

AKASOL wird eigenständig unter der Marke AKASOL weitergeführt

CEO Sven Schulz und CFO Carsten Bovenschen werden das Unternehmen weiterführen

The Shareholder’s Shares are held by the Shareholder for its own risk and account and are not subject to any shareholders’ voting, trust, pooling, consultation or similar agreements or arrangements.

As of the Signing Date, the Shareholder’s entering into this Agreement and the performance of the Shareholder’s respective obligations hereunder neither require any approval or consent by any court, governmental authority or other third party (except for approvals or consents which are Offer Conditions) nor violate any judicial or governmental order or decree or any applicable law.

To the Knowledge of the Shareholder, on the Effective Date and on the date of Offer Completion, all notice and disclosure duties of the Shareholder under Section 20, 21 of the AktG, Section 33 et seq. of the Securities Trading Act (Wertpapierhandelsgesetz, WpHG), if applicable and as amended from time to time, have always been discharged in a timely and proper manner.

Schedule 4.1(k) contains a complete and correct list of all agreements between (i) the Target Group on the one hand and (ii) the Shareholder, S and/or their respective Affiliates, any person close (nahestehend) to the Shareholder, S and/or their respective Affiliates or any of their direct or indirect shareholders within the meaning of IAS 24 or affiliated companies within the meaning of section 15 et. seq. of the AktG of such persons (the persons under this clause 4.2(d)(ii) collectively the Related Persons) on the other hand (collectively the Related Persons Agreements).

Schedule 4.1(l) contains a complete and correct list of all intellectual property rights relating to the business of the Target Group (including but not limited to patents, trademarks as well as copyrights) and applications for registration of intellectual property rights that are owned or held by S or the Shareholder rather than by the Target Group (collectively the Shareholder IP).

To the Knowledge of the Shareholder, between 30 September 2020 and the Effective Date, the business operations of the Target have been conducted by the management of the Target in the ordinary course of business, in accordance with the standard of care of a prudent merchant (Sorgfalt eines ordentlichen Kaufmanns) and in substantially the same business manner as before, i.e. in a manner that would not materially adversely affect the business operations of the Target Group taken as a whole.

To the Knowledge of the Shareholder, the consolidated audited financial statements of the Target Group as of 31 December 2019 (Target’s Annual Report 2019) submitted to BW were prepared in accordance with generally accepted accounting principles and present a true and fair view of the financial position of the Target Group, within the meaning of section 264 para. 2 of the Commercial Code (Handelsgesetzbuch, HGB), of the net assets position (Vermögenslage), financial condition (Finanzlage) and results of operation (Ertragslage) of the Target Group as of the balance sheet date referenced therein. To the Knowledge of the Shareholder, the unaudited consolidated financial statements of the Target Group as of 30 September 2020 present a true and fair view of the financial position of the Target Group as of the relevant dates as applicable and of its financial performance and its cash flows in accordance with International Financial Reporting Standards (IFRS). To the Knowledge of the Shareholder, (i) the Target has made public all material information required to be made public by applicable law and regulation that is relevant for the valuation of the Target Shares since the publication of Target’s Annual Report 2019 and (ii) no information made public by or on behalf of the Target since the publication of Target’s Annual Report 2019 (x) contains any untrue statement of a material fact or (y) omits to state a material fact required to be stated therein, provided that the material fact in (x) or (y), as the case may be, is relevant for the valuation of the Target Shares. Any violations of the statements in this clause 4.1(n) shall only constitute a breach of this Shareholder’s Guarantee if the circumstances or occurrences underlying the breach have, individually or collectively, a material adverse effect on the Target Group taken as a whole.

To the Knowledge of the Shareholder, each member of the Target Group is in compliance in all material respects with all applicable Legal Requirements other than where such non-compliance would not have a material adverse effect on the Target Group taken as a whole. To the Knowledge of the Shareholder, since 1 January 2016, no member of the Target Group has received any notice from any governmental authority or any other person of any alleged violation or noncompliance of any Legal Requirements other than where such non-compliance would not have a material adverse effect on the Target Group taken as a whole. As used herein, the term “Legal Requirements” means all laws and regulations which are relevant for the business operations of the Target Group, including anti-bribery and anti-money laundering laws and regulations and economic or trade sanctions, articles of association, by-laws or other equivalent constitutional documents as well as orders, decrees or judgments of any court or any governmental or regulatory authority in any jurisdiction which applies to and are relevant for the business operations of the Target Group.

Knowledge of Shareholder

In this Agreement, the Shareholder shall be deemed to have had Knowledge of the Shareholder if, as of the Effective Date, S and any of the Shareholder’s management had actual knowledge (positive Kenntnis). For the avoidance of doubt, no attribution of knowledge (Wissenszurechnung) under the principles of Section 166 para 1 German Civil Code (BGB) with respect to matters that are known or could have been known by employees of the Target Group shall apply.

No Further Representations

The Shareholder makes no representations and warranties or guarantees other than those expressly and conclusively set forth in clause 4.1. The Parties agree that the statements contained in clause 4.1 shall not constitute a quality guarantee concerning the purchase object within the meanings of Sections 443 and 444 of the German Civil Code (BGB) (keine Garantie für die Beschaffenheit oder Haltbarkeit des Kaufgegenstandes).

S makes no representations and warranties or guarantees whatsoever under this Agreement.

Remedies

If the Shareholder is in breach of any its guarantees set forth in clause 4.1 or is otherwise in breach of its obligations under this Agreement, the Shareholder shall, at the Shareholder’s discretion, either

no later than twenty (20) Business Days after being notified by BW of such breach in writing, put the Acquirors in such position it would have been in without such breach ((restitution in kind – Naturalrestitution) or

if and to the extent such restitution in kind is impossible or the Shareholder refuses such restitution or if such restitution is not achieved within twenty (20) Business Days after the Shareholder having been notified of such breach, pay to Bidder (as reduction of the Offer Consideration) monetary damages (positives Interesse), within the meaning of Section 249 et seq. BGB, arising out of such breach, including any foreseeable consequential or indirect damages (vorhersehbare Folgeschäden oder vorherseebare mittelbare Schäden), however, excluding (i) any lost profits (Section 252 BGB), (ii) any internal administration or overhead costs and (iii) taxes or similar charges on indemnification payments.

Clause 4.4(a) shall apply mutatis mutandis (entsprechende Anwendung) to any breach by S of its obligations under this Agreement.

The aggregate liability of the Shareholder under this Agreement for breaches of the Shareholder’s guarantees in clauses 4.1(h) to 4.1(o) shall be limited to twenty-five percent (25%) of the Offer Price multiplied by the number of Shareholder’s Shares actually paid to the Shareholder upon acceptance of the Offer. The aggregate liability of the Shareholder under this Agreement for breaches of the Shareholder’s guarantees in clauses 4.1(a) to 4.1(g) shall be limited to one hundred percent (100%) of the Offer Price multiplied by the number of Shareholder’s Shares actually paid to the Shareholder upon acceptance of the Offer. Furthermore, the aggregate liability of the Shareholder and of S for any breaches under this Agreement collectively shall be limited to one hundred percent (100%) of the Offer Price multiplied by the number of Shareholder’s Shares actually paid to the Shareholder upon acceptance of the Offer.

The Parties agree that the rights and remedies which the Acquirors may have with respect to a breach by the Shareholder of its obligations under this Agreement are limited to the rights and remedies specified in this clause 4.4. Subject to the preceding sentence, with respect to the subject matter of this Agreement, any all and all rights and remedies of any legal nature (other than the rights and claims expressly set forth in this Agreement) of the Acquirors against the Shareholder shall be expressly excluded.

The limitations set forth in this clause 4.4 shall not apply in case of fraud (arglistige Täuschung) or wilful misconduct (Vorsatz) of the Shareholder.

Until the twelve-month anniversary of the date of the Offer Completion, the Shareholder shall not, and S shall not cause the Shareholder to, directly or indirectly, distribute to its owners any portion of the aggregate Offer Price paid by the Bidder at the Offer Completion with respect to the Shareholder’s Shares (the Shareholder Proceeds). For the avoidance of doubt, this clause 4.1(f) shall not restrict the Shareholder from (i) investing the Shareholder Proceeds or (ii) making distributions to its owners of income derived from sources other than the Shareholder Proceeds or the investment of such proceeds.

Representations and Warranties by the Acquirors; Remedies

Acquirors’ Guarantees

The Acquirors hereby guarantee to the Shareholder by way of an independent promise of guarantee (selbständiges Garantieversprechen) within the meaning of Section 311 para. 1 BGB that as of the Effective Date the statements made below are, and as of the date of the Offer Completion will continue to be, true, complete and not misleading:

The Bidder is a stock corporation (Aktiengesellschaft), duly incorporated and existing under the laws of Germany, duly represented by its board of directors. BW is a corporation incorporated under the laws of the State of Delaware, United States of America and duly represented by its board of directors. BW indirectly through BorgWarner US Holding LLC, a corporation incorporated under the laws of the State of Delaware, United States of America, having its registered office at 3850 Hamlin Road, Auburn Hills, Michigan 48326, United States of America, has unrestricted ownership of all shares in the Bidder.

No bankruptcy, insolvency or similar proceedings in any jurisdiction have been commenced or applied for with respect to either of the Acquirors and neither of the Acquirors is over-indebted (überschuldet) or unable to pay its due debts (zahlungsunfähig) or for other reasons compelled to apply for the commencement of bankruptcy, insolvency or similar proceedings under applicable law. To the Knowledge of either of the Acquirors (as defined in clause 5.2), as of the Effective Date, no bankruptcy, insolvency or similar filings have been threatened in writing with respect to either of the Acquirors.

Both of the Acquirors have full authority and capacity to enter into and perform their respective obligations under this Irrevocable, including the consummation of the Offer. The Acquirors' entering into this Agreement and the performance of the Acquirors' respective obligations hereunder do not violate the articles of association (or similar document) or bylaws of either of the Acquirors and have been duly authorized by all necessary corporate actions on the part of each of the Acquirors. As of the Signing Date, the Acquirors' entering into this Agreement and the performance of the Acquirors' respective obligations hereunder neither require any approval or consent by any court, governmental authority or other third party (except for approvals or consents which are Offer Conditions) or violate any judicial or governmental order or decree or any applicable law.

The Acquirors have complied in all material respects with all capital market laws and regulations in Germany and the United States of America applicable to any transaction contemplated by this Agreement including, but not limited to, notification requirements, insider trading and market manipulation rules. None of the Acquirors, any Affiliate of either of the Acquirors, or any entity acting collectively with the Acquirors within the meaning of Section 2 para. 5 WpÜG has before the signing of this Agreement acquired or agreed to acquire or will acquire within a period that will be relevant under the minimum pricing rules pursuant to Section 31 WpÜG and Section 3 et seq. of the Takeover Regulation (WpÜG-Angebotsverordnung) any Target Shares for a consideration per share exceeding the Offer Price.

The Bidder is acquiring the Shareholder’s Shares for its own account as well as for investment and not with a view to any sale, distribution or other disposal thereof. Neither of the Acquirors is acting in the interest or for the account of any unaffiliated third party. BW has no intention to sell, distribute other otherwise dispose of any shares held in the Bidder to an entity outside its group.

Knowledge of the Acquirors

In this Agreement, the Acquirors shall be deemed to have had Knowledge of either Acquiror, as of the Effective Date, any executive officer of BW or any member of Bidder’s management board (as the case may be) had actual knowledge (positive Kenntnis) or any lack of knowledge due to gross negligence (grob fahrlässige Unkenntnis).

Remedies

If either of the Acquirors is in breach of its guarantees set forth in clause 5.1, the Acquirors shall be jointly and severally liable (haftend als Gesamtschuldner) either (i) no later than twenty (20) Business Days after being notified by the Shareholder of such breach in writing, to put the Shareholder in such position it would have been in without such breach (Naturalrestitution) or (ii) after the expiration of such period or earlier at the Shareholder's sole discretion, to pay to the Shareholder an amount equal to any damages (positives Interesse), within the meaning of Section 249 et seq. BGB arising out of such breach, including any foreseeable consequential or indirect damages (vorhersehbare Folgeschäden oder vorherseebare mittelbare Schäden), however, excluding (i) any lost profits (Section 252 BGB), (ii) any internal administration or overhead costs and (iii) taxes or similar charges on indemnification payments.

Announcements

Immediately after the Effective Date, Bidder will publish the announcement of the Offer, also stating the Offer Price, in accordance with Section 10 para. 1 sentence 1 and para. 3 sentence 1 WpÜG and a corresponding press release.

The Acquirors can refer to this Agreement and its content in the course of market standard investor relations and/or analyst communications and in their announcements and disclosure in connection with the Bidder’s decision to make the Offer.

None of the Parties shall make any further public announcements or press releases in relation to the contents of this Agreement, unless otherwise agreed between the Parties in writing, explicitly provided for in this Agreement or required by applicable law stock market regulation, in the discretion of the disclosing party exercised in good faith, or upon request of a competent authority or stock market.

Cooperation among the Parties

In order to obtain all required regulatory clearances, the Acquirors and the Shareholder as well as S shall co-operate in all respects with each other in the preparation of the filing and in connection with any submission, investigation or inquiry, supply to any competent authority as promptly as practicable any additional information requested pursuant to any applicable law and take all other procedural actions (other than, for the avoidance of doubt, offering remedies or entering into any commitment to reduce merger control concerns of competition authorities) required in order to obtain any necessary clearance or to cause any applicable waiting periods to commence and expire. Without limiting the foregoing, (x) the Acquirors, on the one hand, and the Shareholder and S, on the other hand, shall not take any action that has or may have the effect of extending any applicable waiting period or comparable period under applicable law or enter into any agreement with any competent authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other party, and (y) neither the Shareholder nor S, without BW’s advance written consent in BW’s sole discretion, shall, directly or indirectly, propose, negotiate, consent to, undertake, or agree to any sale, divestiture, lease, license, transfer, disposition, encumbrance, restriction, impairment, limitation of freedom of operation, or hold separate of any assets, licenses, properties, operations, rights, product lines, businesses, or interests of the Target Group.