1.

UNDERTAKINGS OF THE INVESTOR

1.1

The Investor hereby undertakes to acquire the number of New ADSs representing the New Shares set forth on the signature page hereto ("Investor's ADSs") against payment of the Purchase Price for each Investor's ADS.

1.2

The Investor hereby undertakes to pay the Purchase Price for the Investor's ADSs as follows on the date hereof:

(a)

The Issuing Amount multiplied by the number of the Investor's ADSs by wire transfer of immediately available funds in Euros, net of all bank charges, to the account of the Company at Baader Bank AG (BIC: BDWBDEMMxxx) with the international account no. IBAN DE42 7003 3100 0041 5790 04.  The wire transfer shall have the reference "Capital Increase 2021" and shall be credited to such account one day (on which banks in Munich, Germany, are open for business) after the date hereof.

(b)

The remainder of the Purchase Price, i.e. the Purchase Price minus the Issuing Amount for each of the Investor’s ADSs, multiplied by the number of the Investor's ADSs by wire transfer of immediately available funds in Euros, net of all bank charges, to the account of the escrow agent for the settlement, Continental Stock Transfer & Trust Company, at JPMorgan Chase Bank, N.A. (ABA no. 021000021 and SWIFT code CHASUS33) with the account no. 475-487138.  The wire transfer shall have the reference "voxeljet Capital Increase 2021" and shall be credited to such account one day (on which banks in New York, NY, United States of America, are open for business) after the date hereof.

2.

REPRESENTATIONS OF THE INVESTOR

2.1

The Investor hereby represents by way of an independent guarantee that it is financially sound and able to fulfil all its obligations under this Undertaking when they become due and that it owns sufficient financial means to acquire the Investor's ADSs at the Purchase Price.

2.2

The Investor has not received a prospectus or other offering document (other than the Offer Letter) in connection with its acquisition of the Investor's ADSs and has not relied on any information relating to the Company in connection with the acquisition of the Investor's ADSs other than the effective registration statement on Form F-3 under the States Securities (File No. 333-251002) previously filed with the SEC and declared effective on December 11, 2020, the Offer Letter and information which is publicly available and which the Investor has deemed adequate for purposes of its purchase of the Investor's ADSs.

2.3

The Investor understands that neither the Company nor any of its affiliates, nor any person acting on its or their behalf accepts any liability or responsibility for any additional information or representation which has otherwise been made, or made available, to it, whether at the date of publication, the date of this letter or otherwise.

2.4

In making its investment decision, (i) the Investor has relied on its own examination of the Company and the terms of the Investor's ADSs, including the merits and risks involved, (ii) the Investor has made its own assessment of the Company, the Investor's ADSs and the terms of the acquisition of the Investor's ADSs based on the information contained in the Offer Letter and this Undertaking, (iii) the Investor has consulted with its own independent advisors or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally (including the effects of the Company’s possible status as a "Passive Foreign Investment Company" for purposes of the US federal income tax laws) and the Employee Retirement Income Security Act of 1975, as amended, the US Investment Company Act of 1940, as amended and the Securities Act and (iv) the Investor has received all information that it believes is necessary or appropriate in order to make its investment decision in respect of the Company and the Investor's ADSs.

2.5

The Investor is either (i) an "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act, or (ii) a "qualified institutional buyer" as defined in Rule 144A(a) under the Securities Act.

2.6

The Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Investor's ADSs, is able to bear the economic risk of an investment in the Investor's ADSs and acknowledges that it could lose its entire investment.  The Investor is acquiring the Investor's ADSs for its own account or for one or more accounts as to each of which it exercises sole investment discretion for investment purposes and not with a view to any distribution or resale of the Investor's ADSs, directly or indirectly, in the United States or otherwise in violation of the securities laws of the United States or any other country.

2.7

The Investor has the power and authority both to carry on the activities in which it is engaged and to purchase the Investor's ADSs.

2.8

This Undertaking and any other documents that have been executed and delivered in connection herewith have been duly authorized, executed and delivered and are legal, valid and binding obligations enforceable against the Investor in accordance with their respective terms.

2.9

All undertakings, agreements, covenants, representations and warranties the Investor has made in this Undertaking are unconditional and irrevocable and shall survive the execution and delivery hereof.  The Investor shall promptly notify the Company in writing upon discovering that any of the undertakings, agreements, covenants, representations or warranties made herein was false when made or has, as a result of changes in circumstance, become false or misleading or been breached.  Until such notice to the Company, the Company may rely on the representations, warranties, undertakings, covenants and agreements contained herein in connection with any matter related to the Investor's investment in the Investor's ADSs.  The Investor will execute, deliver, acknowledge and file any and all further documents and provide any and all further information which the Company may reasonably deem necessary or appropriate in connection with such representations, warranties, undertakings, covenants and agreements.

2.10

The Investor represents that, to its knowledge, its acquisition of the Investor's ADSs is and will be in full compliance with all applicable laws and regulations.

3.

MISCELLANEOUS

3.1

This Undertaking, including this provision, may only be amended by written instrument signed by the Company and the Investor.

3.2

Should any provision of this Undertaking be held wholly or in part invalid or unenforceable, the validity or enforceability of the other provisions shall not be affected thereby.  The invalid or unenforceable provision shall be replaced by a valid and enforceable provision which comes as close as possible to the economic and commercial objective of the provision to be replaced.  The same shall apply accordingly in the event of any omissions in this Agreement.

3.3

This Undertaking may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.

3.4

This Undertaking shall be of no further force and effect if the registration of the implementation of the capital increase described in the Offer Letter in the commercial register for the Company does not occur by the end of January 28, 2021 (ET), and in such event the Company will wire back any amounts paid by the Investor to the Company on January 29, 2021.

3.5

This Undertaking shall be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely in such State.

3.6

Any right to trial by jury with respect to any dispute arising under this Undertaking or any transaction or conduct in connection herewith is waived.  Any dispute arising under this Undertaking may be brought into the courts of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this Undertaking, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts.  Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Undertaking and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.  If either party shall commence an action or proceeding to enforce any provisions of this Undertaking, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney's fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

(a)

Registration Statement and Prospectus. The Company has prepared and filed with the Commission under the Securities Act, a shelf registration statement, including a base prospectus relating to the Securities (the “Base Prospectus”) on Form F-3 (File No. 333-251002), and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission.  Each part of such registration statement, including the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) as of the time such registration statement became effective, is herein called the “Registration Statement.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) under the Securities Act. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Base Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus.  For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto (“EDGAR”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in or otherwise deemed by the Securities Act to be a part of or included in the Registration Statement, the Base Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Exchange Act and which is deemed to be incorporated therein by reference or otherwise deemed by the Securities Act to be a part thereof. The Company previously filed with the Commission a registration statement on Form F-6 (File. No. 333-191526) which covers the registration of the ADSs under the Securities Act. The registration statement relating to the ADSs, as amended at the time it became effective, is hereinafter referred to as the “ADS Registration Statement.” The Registration Statement has been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the ADSs has been initiated or, to the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply as to form in all material respects with the applicable requirements of the

(b)

Base Prospectus.  No order preventing or suspending the use of the Base Prospectus has been issued by the Commission, and the Base Prospectus included in the Registration Statement, at the time of filing thereof, complied in all material respects with the applicable requirements of the Securities Act, and did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(c)

Issuer Free Writing Prospectus.  Other than the Registration Statement, the Base Prospectus and the Prospectus, the Company (including its agents and representatives, other than the Placement Agent in its capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the ADSs (each such communication by the Company or its agents and representatives (other than any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act ).

(d)

[Reserved].

(e)

[Reserved].

(f)

[Reserved].

(g)

Form F-6.  The ADS Registration Statement and any amendments thereto, in respect of the ADSs have been filed with the Commission (File No. 333-191526). Such ADS Registration Statement has been declared effective by the Commission. No stop order suspending the effectiveness of such ADS Registration Statement has been issued and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission. The ADS Registration Statement when it became effective complied, and any further amendments thereto will comply as to form, in all material respects with the applicable requirements of the Securities Act, and did not, as of the applicable effective date, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.

(h)

Financial Statements.  The financial statements (including the related notes thereto) of the Company included in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position of the Company as of the dates indicated and the results of their respective operations and the changes in their respective cash flows for the periods specified; such financial statements have been prepared in conformity with international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”) applied on a consistent basis throughout the periods covered

(i)

Material Adverse Change.  Since the date of the most recent financial statements of the Company included in the Registration Statement and the Prospectus, (i) there has not been any material decrease in the capital stock or any material increase in any short-term debt or long-term debt of the Company or any of the Subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the businesses, properties, management, financial position, shareholders’ equity, results of operations or prospects of the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor any of the Subsidiaries has entered into any transaction or agreement outside of the ordinary course of business that has had or would be reasonably expected to have a Material Adverse Effect (as defined below) on the Company and the Subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and the Subsidiaries taken as a whole; and (iii) neither the Company nor any of the Subsidiaries has sustained any loss or interference with its business that is material to the Company and the Subsidiaries taken as a whole and that is either from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any domestic or foreign court or arbitrator governmental agency or body or regulatory or judicial authority having jurisdiction over the Company or any of its Subsidiaries or any of their properties or assets (each, a “Governmental Authority”), except, in the case of each of clauses  (i) through (iii) above, as otherwise disclosed in the Registration Statement and the Prospectus.

(j)

Organization and Good Standing.  The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries or joint venture listed in the Company’s Exchange Act filings (each, a “Subsidiary,” and collectively, the “Subsidiaries”). The Company and each of the Subsidiaries has been duly organized and is validly existing and (where such concept or an equivalent is recognized in the relevant jurisdiction) in good standing or the jurisdictional equivalent under the laws of its jurisdiction of organization, is duly qualified to do business and (where such concept or an equivalent is recognized in the relevant jurisdiction) is in good standing or the jurisdictional equivalent in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, and has all corporate power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged, except where the failure to be so qualified or (where relevant) in good standing or have such power or authority would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position, shareholders’ equity, results of operations or prospects of the Company and the Subsidiaries taken as a whole or on the performance by the Company under the Transaction Documents (as defined below) (a “Material Adverse Effect”). The

(k)

Capitalization.

(i)

The Company has an authorized capitalization as set forth in the Registration Statement and the Prospectus; all the outstanding shares of capital stock of the Company, including the Securities when subscribed, paid for and registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Augsburg (the “Commercial Register”) and delivered as provided herein, are and, when the Securities have been delivered and paid for in accordance with this Agreement on the Closing Date or the Additional Closing Date, as the case may be, will be, duly and validly authorized and issued, fully paid and non-assessable, freely transferable and free of any third party rights, pre-emptive or similar rights; the Company has the statutorily required stated capital under German law (Grundkapital);  except as described in or expressly contemplated by the Registration Statement and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any shares of capital stock or other equity interest in the Company, any such convertible or exchangeable securities or any such rights, warrants or options; the shares of capital stock of the Company conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus.

(ii)

The resolutions of the Company’s shareholders, Management Board and Supervisory Board authorizing the Capital Increase and the issuance of the Securities have been validly passed and no objection against the Capital Increase or action to have such resolutions declared void has been taken or filed, and following the registration of the Capital Increase with the Commercial Register and the issuance and delivery of the Securities against payment pursuant to the terms of the Purchase Agreement, the Securities will rank pari passu with the existing Ordinary Shares.

(iii)

The Company has not made any repayments to any of its shareholders within the meaning of Section 57 AktG in respect of the outstanding registered share capital to any of its shareholders or has otherwise acted in violation of Section 57 AktG.

(l)

Due Authorization.  The Company has the full right, power and authority to execute and deliver this Agreement, the Purchase Agreement and the deposit agreement (the “Deposit Agreement”), by and among the Company, the Depositary, and all holders and beneficial owners of ADSs issued thereunder (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all actions required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents, and the due and proper authorization of the transactions contemplated hereby and thereby have been duly and validly taken.

(m)

Agreements.  This Agreement and the Purchase Agreement have been duly authorized, executed and delivered by the Company.

(n)

Deposit Agreement.  The Deposit Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Depositary, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general principles of equity (collectively, the “Enforceability Exceptions”). Upon due issuance by the Depositary of the ADRs evidencing the ADSs and the deposit of Ordinary Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such ADSs will be duly and validly issued and the persons in whose names the ADSs are registered will be entitled to the rights specified therein and in the Deposit Agreement; and the ADRs evidencing the ADSs conform in all material respects to the descriptions thereof in the Registration Statement and the Prospectus.

(o)

No Violation or Default.  Neither the Company nor any of the Subsidiaries is in violation or default of (i) its respective articles of association, charter, by-laws or similar organizational documents; (ii) any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound or to which any of the property or assets of the Company or any of the Subsidiaries is subject; or (iii) any law or statute or any judgment, order, rule or regulation of any Governmental Authority, except, in the case of clauses (ii) and (iii) above, for any such violation or default that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

(p)

No Conflicts.  The execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities by the Company, the deposit of the Ordinary Shares with the Depositary against issuance of the ADSs and the consummation by the Company of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound or to which any of the property or assets of the Company or any of the Subsidiaries is subject, (ii) result in any violation of the provisions of the articles of association, charter or by-laws or similar organizational documents of the Company or any of the Subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any Governmental Authority, except, in the case of clauses  (i) and (iii) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect or would have a material adverse effect on the Placement Agent’s ability to consummate the transactions contemplated by this Agreement.

(q)

No Consents Required.  No consent, approval, authorization, order, license, registration or qualification of or with any Governmental Authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance of

(r)

Legal Proceedings.  Except as described in the Registration Statement and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of the Subsidiaries is or may be a party or to which any property of the Company or any of the Subsidiaries is or may be the subject that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and to the knowledge of the Company, no such investigations, actions, suits or proceedings are threatened or contemplated by any Governmental Authority or others. There are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement and the Prospectus. The statements set forth in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019 and incorporated by reference in the Registration Statement and the Prospectus under the caption “Item 8. Financial Information — A. Consolidated Financial Statements and Other Information — Legal Proceedings” are true and accurate in all material respects.

(s)

Independent Accountants.  PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft has represented to the Company that it  (A) is an independent registered public accounting firm, as required by the Securities Act and the PCAOB, (B) registered with the PCAOB established by the Sarbanes-Oxley Act of 2002, as amended, and (C) is not in violation of the auditor independence requirements of the Securities Act and the rules and regulations promulgated thereunder by the Commission and the PCAOB.

(t)

Title to Real and Personal Property.  The Company and the Subsidiaries have good and marketable title to, or valid rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and the Subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real property and buildings held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and the Subsidiaries, subject to the Enforceability Exceptions.

(u)

Intellectual Property.

(i)

For the conduct of their respective businesses as currently conducted, except as described in the Registration Statement and the Prospectus, the Company and the Subsidiaries each own or possess sufficient rights in all domestic and foreign (as

(ii)

Except as described in the Registration Statement and the Prospectus, (A) the Intellectual Property purported therein to be owned by the Company or any of the Subsidiaries (“Company Intellectual Property”), is owned free and clear from any material liens, encumbrances, or other third party rights; and (B) other than non-exclusive rights or licenses to use Intellectual Property granted in the ordinary course of the Company’s or any of the Subsidiaries’ respective businesses, the Company and the Subsidiaries collectively have the sole and exclusive rights to use and exploit all Company Intellectual Property, and none of the Company, the Subsidiaries or any of their legal predecessors, have transferred ownership of, or granted any current or contingent license to or right to use, any such Company Intellectual Property.

(iii)

Each item of the Company Intellectual Property that is registered Intellectual Property and is not an application is subsisting and, to the Company’s knowledge, valid and enforceable. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (A) each item of the Intellectual Property that is an application filed by or on behalf of the Company or any of the Subsidiaries has been applied for and filed with the relevant Governmental Authorities or registrar in accordance with applicable law; (B) all documents and certificates that are necessary under applicable law for the purposes

(iv)

The Company and the Subsidiaries have not received any written notice or, to the Company’s knowledge, any other notice of any claim of infringement or misappropriation by the Company or any of the Subsidiaries or their respective products or services of any Intellectual Property rights of any person that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as described in the Registration Statement and the Prospectus, (A) there is no pending or, to the Company’s knowledge, threatened  action, suit, proceeding or claim by any person challenging the Company’s or any of the Subsidiaries’ rights in or to any Intellectual Property material to the business of the Company or any of the Subsidiaries as currently conducted; (B) there is no pending or, to the Company’s knowledge, threatened in writing action, suit, proceeding or claim by any person challenging the validity, enforceability or registrability of any Company Intellectual Property; (C) there is no pending or, to the Company’s knowledge, threatened in writing action, suit, proceeding or claim by any person that the Company or any of the Subsidiaries or their respective products or services infringes or misappropriates any Intellectual Property of any person; (D) no Intellectual Property has been obtained or is being used by the Company or any of the Subsidiaries in violation of any contractual obligation binding on the Company or any such Subsidiary, or, to the Company’s knowledge, otherwise in violation of the rights of any persons; and (E) to the Company’s knowledge, no person is infringing upon or misappropriating any Company Intellectual Property in any material respect. The Company and the Subsidiaries have taken reasonable steps to protect their material Trade Secrets and to secure ownership of the material Intellectual Property created or developed for the Company or a Subsidiary by their employees, consultants, agents and contractors, or within the scope of and during the course of their service to the Company or any of the Subsidiaries. There are no outstanding options, licenses or agreements of any kind relating to any material Company Intellectual Property that are required by applicable law to be described in the Registration Statement and the Prospectus and are not described therein in all material respects. The Company or any of the Subsidiaries are not a party to or bound by any options, licenses or agreements with respect to any Intellectual Property of any other person that are required to be set forth in the Registration Statement and the Prospectus and are not described therein in all material respects.

(v)

Except as described in the Registration Statement and the Prospectus, no software or other materials governed by an open source, free, copyleft or similar license (including, but not limited to, the GNU General Public License, GNU Affero General Public License or GNU Lesser General Public License) is used or distributed by the Company or any of the Subsidiaries in a manner that requires or has required the Company or any of the Subsidiaries to (A) distribute or otherwise make available any product or service of the Company or of any of the Subsidiaries, or any software that embodies Company Intellectual Property, in the case of each of the foregoing, to any third party in source code form; or (B) license or otherwise make available to all third parties such product, service, software or

(v)

Patents and Patent Applications.  Except as disclosed in the Registration Statement and the Prospectus: (i) all patents and patent applications constituting Company Intellectual Property that are owned by the Company or any of its Subsidiaries (the “Owned Patents”) have been duly and timely filed and maintained in accordance with applicable law; (ii) all persons having a duty of candor and disclosure to the U.S. Patent and Trademark Office (the “USPTO”) under applicable law in connection with the Owned Patents have, to the Company’s knowledge, complied with such duty; (iii) to the Company’s knowledge, there is no patent or patent application that contains claims that interfere with the issued or filed claims of any Owned Patents; (iv) to the Company’s knowledge, there is no prior art that may render any Owned Patents invalid or unpatentable; and (v) the Company is not aware of any facts or defects in the prosecution of any Owned Patents which would preclude the grant of a patent, or would reasonably be expected to render any Owned Patents invalid or unenforceable.

(w)

Information Technology.  The Company and the Subsidiaries have taken commercially reasonable steps to protect the security and integrity of their information technology systems except where the failure to take such steps would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as described in the Registration Statement and the Prospectus, to the Company’s or the Subsidiaries’ knowledge, there are no situations where the security or the integrity of their information technology systems were compromised, except where such incidents would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(x)

No Undisclosed Relationships.  No relationship, direct or indirect, exists between or among the Company or any of the Subsidiaries, on the one hand, and the members of the Management Board, officers, shareholders, customers or suppliers of the Company or any of the Subsidiaries, on the other, that is required by the Securities Act to be described in the Registration Statement or the Prospectus and that is not so described in such documents. As of the date of the initial filing of the Registration Statement, there were no personal loans made, directly or indirectly, by the Company to any director or executive officer of the Company.

(y)

Investment Company Act.  The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof received by the Company as described in the Registration Statement and the Prospectus, will not be required to register as an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder.

(z)

Taxes.  The Company and the Subsidiaries have paid all domestic and foreign taxes and filed all tax returns required to be paid or filed through the date hereof except for those the absence of which would not reasonably be expected to have a Material Adverse Effect; and except as otherwise disclosed in the Registration Statement and the Prospectus, there is no tax deficiency that has been, or could reasonably be expected to be, asserted against the Company or any of the Subsidiaries or any of their respective properties or assets that has had, or could reasonably be expected to have a Material Adverse Effect.

(aa)

Licenses and Permits.  Except as described in the Registration Statement and the Prospectus, the Company and the Subsidiaries possess all licenses, certificates, permits and other authorizations issued by the appropriate Governmental Authorities that are necessary for the conduct of their respective businesses as currently conducted and as described in the Registration Statement and the Prospectus, except where the failure to possess the same would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; the Company and the Subsidiaries are in compliance with the terms and conditions of all such licenses, certificates, permits and other authorizations in all material respects; and neither the Company nor any of the Subsidiaries has received notice of proceedings relating to the revocation or modification of any such license, certificate, permit or authorization which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect.

(bb)

No Labor Disputes.  No material labor disturbance by or dispute with employees of the Company or any of the Subsidiaries exists or, to the knowledge of the Company, is threatened, and the Company is not aware of any existing or imminent material labor disturbance by, or dispute with, the employees of any of its or the Subsidiaries’ principal suppliers, contractors or customers, except, in each case, as would not reasonably be expected to have a Material Adverse Effect.

(cc)

No Undisclosed Benefits.  Except as disclosed in the Registration Statement and the Prospectus, the Company has no material obligation to provide health, retirement, death or disability benefits to any of the present or past employees of the Company or any of the Subsidiaries, or to any other person.

(dd)

Compliance with and Liability under Environmental Laws.  Except as disclosed in the Registration Statement and the Prospectus, neither the Company nor any of its Subsidiaries are in violation of any applicable statute, rule, regulation, decision or order of any Governmental Authority, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), does not operate any real property contaminated with any substance that is subject to any Environmental Laws, is not liable for any off-site disposal or contamination pursuant to any Environmental Laws, and is not subject to any pending or, to the knowledge of the Company, threated claim or obligation relating to any Environmental Laws, which violation, contamination, liability or claim, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; and the Company is not aware of any pending investigation which might reasonably be expected to lead to such a claim. Neither the Company nor any of its Subsidiaries anticipates incurring any material capital expenditures relating to compliance with Environmental Laws.

(ee)

ERISA and Employee Benefits Matters. (A) To the knowledge of the Company, no “prohibited transaction” as defined under Section 406 of ERISA or Section 4975 of the Code and not exempt under ERISA Section 408 and the regulations and published interpretations thereunder has occurred with respect to any Employee Benefit Plan.  At no time has the Company or any ERISA Affiliate maintained, sponsored, participated in, contributed to or has or had any liability or obligation in respect of any Employee Benefit Plan subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA, or Section 412 of the Code or any “multiemployer plan” as defined in Section 3(37) of ERISA or any multiple employer plan for which the Company or any ERISA Affiliate has incurred or

(ff)

Disclosure Controls.  Except as disclosed in the Registration Statement and the Prospectus, the Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Exchange Act) and such controls and procedures are effective at the reasonable assurance level in ensuring that material information relating to the Company, including its subsidiaries, is made known to the principal executive officer and the principal financial officer. The Company has utilized such controls and procedures in preparing and evaluating the disclosures in the Registration Statement and in the Prospectus.

(gg)

Accounting Controls.

(hh)

Insurance.  The Company and each of the Subsidiaries carries, or are covered by, insurance from insurers of recognized financial responsibility in such amounts and covering such risks as is generally deemed adequate for the conduct of its business and the value of the Company’s or any of the Subsidiaries’ properties and as is customary for companies engaged in similar business in similar industries, and all such policies of insurance are in full force and effect; the Company and each of the Subsidiaries are in compliance with the terms of such policies in all material respects; there are no material claims by the Company or any of the Subsidiaries under any such policy or instrument as to which any insurance company is denying liability; and neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business as currently conducted at a cost that would not reasonably be expected to have a Material Adverse Effect.

(ii)

No Unlawful Payments.  None of the Company, any of the Subsidiaries, any of their respective directors or officers, or to the Company’s knowledge after reasonable inquiry, any of their employees, agents, affiliates or representatives, has (i) used any corporate funds for any unlawful or improper contribution, gift, entertainment or other expense; (ii) offered, made, promised to make, or authorized any direct or, indirect unlawful or improper payment to any official, employee, agent, representative of any government (including its department, agency, instrumentality, employee or agent of government-owned or controlled entity), or political party or official of any political party or any candidate for

(jj)

Compliance with Anti-Money Laundering Laws.  The operations of the Company and the Subsidiaries are and have been conducted at all times in compliance with all the money laundering and terrorism financing statutes and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority, in each case, to the extent applicable to the Company or any of its Subsidiaries, including, without limitation, the applicable provisions of the German Penal Code, Title 18 U.S. Code Sections 1956 and 1957, the USA PATRIOT Act, and the U.S. Bank Secrecy Act, all as amended (collectively, the “Money Laundering and Terrorism Financing Laws”) and no action, suit, claim, investigation, proceeding or other inquiry by or before any Governmental Authority or body or any arbitrator involving the Company with respect to the Money Laundering and Terrorism Financing Laws is pending or, to the knowledge of the Company, threatened. The Company and the Subsidiaries have instituted and maintained policies and procedures which are designed to promote and achieve compliance with all applicable Money Laundering and Terrorism Financing Laws.

(kk)

Compliance with OFAC.

(ll)

No Restrictions on Subsidiaries.  Except as disclosed in the Registration Statement and the Prospectus, no Subsidiary is currently materially prohibited, directly or indirectly, under any agreement or other instrument or laws to which it is a party or is subject to, from paying any dividends to the Company or any other subsidiary of the Company, as applicable, from making any other distribution on such Subsidiary’s equity interest, from repaying to the Company or any other subsidiary of the Company, as applicable, any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s properties or assets to the Company or any other subsidiary of the Company, as applicable, or any other subsidiary of the Company; except as disclosed in the Registration Statement and the Prospectus, all dividends and other distributions declared and payable on the share capital or equity interest of each of the Subsidiaries may, under the current laws and regulations of the jurisdiction of organization of the Subsidiary, be paid to the parent company of the Subsidiary in euros or any other currency that may be converted into foreign currency, which may be freely transferred out of the jurisdiction of organization of the Subsidiary, and without the necessity of obtaining any consents, approvals, authorizations, permissions, orders, registrations, filings, exemptions, waivers, endorsements, licenses, annual inspections, clearances and qualifications of a Governmental Authority having jurisdiction over the Company or any of the Subsidiaries or any of their properties or under Nasdaq Capital Market rules, except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

(mm)

Broker’s Fees.  The Company is not a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company or the Placement Agent for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Securities represented thereby.

(nn)

No Registration Rights.  No person has the right to require the Company to register any equity or debt securities for sale under the Securities Act by reason of the filing of the

(oo)

No Market Stabilization or Manipulation.  Neither the Company nor any of the Subsidiaries has taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of any security of the Company in connection with the offering of the Securities.

(pp)

Statistical and Market Data.  Nothing has come to the attention of the Company that has caused the Company to believe that the third party statistical, industry-related and market-related data included in the Registration Statement and the Prospectus are not based on or derived from sources that are reliable and accurate in all material respects.

(rr)

Status under the Securities Act.  At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 under the Securities Act that it is not necessary that the Company be considered an ineligible issuer.

(ss)

Debt Securities and Preferred Stock.  The Company has no debt securities or preferred shares that are rated by any “nationally recognized statistical rating organization” (as that term is defined in Section 3(a)(62) under the Exchange Act).

(tt)

Dividends.  Except as described in the Registration Statement and the Prospectus, all dividends and other distributions declared and payable on the Shares of the Company may, subject to applicable withholding or other taxes, as may be reduced by an applicable tax treaty, under the current laws and regulations of Germany be paid to the Depositary in U.S. dollars or any other currency that may be converted into foreign currency, which may be freely transferred out of Germany and without the necessity of obtaining any consents, approvals, authorizations, permissions, orders, registrations, filings, exemptions, waivers, endorsements, licenses, annual inspections, clearances and qualifications of any Governmental Authority having jurisdiction over the Company or any of the Subsidiaries or any of their properties or under any applicable rules under the Exchange Act.

(uu)

Absence of Stamp Duties and Transfer Taxes.  Except as described in the Registration Statement and the Prospectus, no stamp or other issuance or transfer taxes or duties, and no capital gains, income, withholding or other taxes are due or payable by or on behalf of the Placement Agent or the Purchasers to the German State, or any political subdivision or taxing authority thereof or therein in connection with (i) the issue by the Company of Securities to the Purchasers., (ii) the deposit of such Ordinary Shares with the Depositary of Ordinary Shares against the issuance of ADSs, (iii) the sale and delivery of the Securities to or for the Purchasers or (iv) the sale and delivery outside Germany to the Purchasers of the Securities.

(vv)

No Sale, Issuance or Distribution of Shares.  Except as disclosed in the Registration Statement and the Prospectus, the Company has not sold, issued or distributed any shares of capital stock of the Company during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A, Regulation D or Regulation S of the Securities Act, other than shares of capital stock of the Company issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

(ww)

Foreign Private Issuer.  The Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act.

(xx)

No Integration.  During the six months preceding the date of this Agreement, the Company has not sold or issued any securities, and during the six months following the date of the Closing will not sell or issue any securities,  that would be integrated with the offering of the Securities contemplated by this Agreement pursuant to the Securities Act or the interpretations thereof by the Commission.

(yy)

Transaction Agreements under German Law.  Each of this Agreement and the Deposit Agreement is in proper form to be enforceable against the Company in Germany in accordance with its terms; to ensure the legality, validity, enforceability or admissibility into evidence in Germany of this Agreement or the Deposit Agreement, it is not necessary that this Agreement or the Deposit Agreement be filed or recorded with any Governmental Authority in Germany (other than court filings in the normal course of proceedings) or that any stamp or similar tax (other than nominal stamp duty if this Agreement and the Deposit Agreement are executed in or brought into Germany) in Germany be paid on or in respect of this Agreement, the Deposit Agreement or any other documents to be furnished hereunder.

(zz)

Passive Foreign Investment Company.  The Company believes it was not a passive foreign investment company (“PFIC”) as defined under Section 1297 of the Code for the taxable year ended December 31, 2020, and does not expect to be a PFIC in the current taxable year ending December 31, 2021, or in the foreseeable future.

(aaa)

No Reduction from Amounts Payable.  All amounts payable by the Company under this Agreement shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Company is required by law to deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made.

(bbb)

Choice of Law. The choice of laws of the State of New York to govern the Agreement will be recognized by the courts of the Federal Republic of Germany, except to the extent that the application of the laws of the State of New York would have a result that is manifestly contrary to fundamental principles of German law (ordre public); the Company can sue and be sued in its own name under the laws of the Federal Republic of Germany; the irrevocable submission of the Company to the non-exclusive jurisdiction of a New York court, and the waiver by the Company of any objection to the venue of a proceeding in New York courts under the Agreement are legal, valid and binding; service of process effected in the manner set forth in the Agreement will be effective; insofar as German law is concerned, to confer valid personal jurisdiction over the Company; and a final money

(ccc)

Data Protection.  Except as disclosed in the Registration Statement and the Prospectus, the Company and the Subsidiaries have at all times complied in all respects with (i) all applicable laws, statutes, rules, regulations, enacting instruments,  codes of practice, guidance notes, recommendations, decisions and orders of any Governmental Authority (including, up to May 24, 2018, the EC Data Protection Directive 95/46/EC and, on and from May 25, 2018, the General Data Protection Regulation 2016/679, together with all applicable legislation implementing that Directive and Regulation, including, but not limited to the German Federal Data Protection Act (Bundesdatenschutzgesetz - BDSG) and the German Telemedia Act (Telemediengesetz - TMG)) (collectively, the “Data Protection Laws”), (ii) all policies and procedures of the Company and the Subsidiaries, respectively, and (iii) all applicable contractual obligations, in each case, relating to privacy, data protection or the Company’s and the Subsidiaries’ collection, storage, use, transfer and any other processing of any information that alone, or in combination with other information collected, stored, used, transferred, otherwise processed or obtainable from a third party by the Company or the Subsidiaries, can be used to directly or indirectly identify a natural person (i.e. personal data as defined under Article 4 para. 1 GDPR). There is no investigation, disciplinary proceeding or enquiry by, or order, decree, decision or judgment of, any Governmental Authority outstanding against the Company or and any of the Subsidiaries in connection with the collection, processing, use and storage of personal data and the Company or any of the Subsidiaries have not received any notice from any Governmental Authority with respect to a violation and/or failure to comply with applicable Data Protection Laws or requiring the Company or any of the Subsidiaries to take or omit any action. Except as disclosed in the Registration Statement and the Prospectus, the Company and the Subsidiaries have at all times taken all measures necessary to ensure availability and resilience of processing systems and services and to protect the ongoing confidentiality, integrity and security all such information against accidental or unlawful destruction, loss, alteration, and unauthorized access, use, modification or disclosure. Except as disclosed in the Registration Statement and the Prospectus, the Company was not subject to any personal data breach, security breach or other compromise of or relating to any of the Company’s or its Subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, the “IT Systems and Data”) and the Company and its Subsidiaries have not been notified of any, and there is no event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data. The Company and its Subsidiaries have at all times been and are on the Closing Date in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations, enacting instruments,  codes of practice, guidance notes, recommendations, decisions and orders of any court or arbitrator or Governmental Authorities or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of the ongoing confidentiality, integrity, availability and resilience of such IT Systems and Data from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or unauthorized use, access, misappropriation or

(ddd)

Absence of Immunity from Jurisdiction.  The Company and the Subsidiaries have no immunity from jurisdiction of any court of (i) any jurisdiction in which it owns or leases property or assets, (ii) the United States or the State of New York or (iii) Germany or any political subdivision thereof or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to themselves or their property and assets, or the Transaction Documents or actions to enforce judgments in respect thereof.

(eee)

Corporate Structure and Related Party Transactions.  Except as described in the Registration Statement and the Prospectus, there are no business relationships or related party transactions involving the Company or any other person required to be described in the Registration Statement and the Prospectus that have not been described as required.

(fff)

Merger or Consolidations.  Except as described in the Registration Statement and the Prospectus, neither the Company nor any of the Subsidiaries have entered into any memorandum of understanding, letter of intent, definitive agreement or any similar agreements with respect to a material merger or consolidation or a material acquisition or disposition of assets, technologies, business units or businesses.

(ggg)

FINRA Affiliation.  To the Company’s knowledge, there are no affiliations or associations between (i) any member of the FINRA and (ii) the Company or any of the Company’s officers, Supervisory Board or Management Board or 5% or greater security holders, except as disclosed in the Registration Statement and the Prospectus.

(hhh)

Effect of Certificates.  Any certificate signed by any officer of the Company and delivered to the Placement Agent shall be deemed a representation and warranty by the Company to the Placement Agent as to the matters covered thereby.

(iii)

Prospectuses. Subject to conducting the offering as contemplated by the Transaction Documents, the Company is not required to publish a prospectus in Germany under the German Securities Prospectus Act or Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017) with respect to the offer and sale of the Securities.