Common use of Purchase and Sale of the Shares Clause in Contracts

Purchase and Sale of the Shares. a. Purchaser hereby agrees to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions of the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Office.

Purchase and Sale of the Shares. a. Purchaser hereby agrees Upon the terms and subject to make the Offerconditions set forth in this Agreement, at the Closing each Seller will sell, transfer and deliver, and the Buyer will purchase from each Seller, all of the Shares set forth opposite such Seller’s name on Exhibit A, for an aggregate purchase price, subject to adjustment as described in Section 2.2, of Six Million, Six Hundred Fifty Thousand Dollars ($6,650,000) (the “Purchase Price”), consisting of: (i) Four Million, Two Hundred Thousand Dollars ($4,200,000) in cash (the “Cash Portion”), (ii) the Buyer Shares (as defined below), and (iii) the Seller Note (as defined below). Each Stockholder hereby severally agrees The Purchase Price shall be allocated between the Sellers as set forth in Exhibit A. The Purchase Price assumes that it the Buyer will be able to verify through its accounting due diligence that the Company has at least $1.4 million of annual earnings before interest, taxes, depreciation and amortization with adjustments as mutually agreed upon. (a) At the Closing, the Buyer will deliver to the Sellers the Cash Portion in immediately available funds to an account designated by each Seller prior to the Closing. (b) Immediately following the record date set by Buyer Parent for the distribution by Buyer Parent to its shareholders of the common stock held by Buyer Parent of its subsidiary, 1847 Xxxxxxxx Inc. (“Xxxxxxxx”), Buyer Parent will cause its transfer agent to issue to the Sellers an aggregate of 700,000 common shares of the Buyer Parent that, in aggregate, have a value as mutually agreed upon by the parties that is equal to One Million, Four Hundred Thousand Dollars ($1,400,000) (the “Buyer Shares”). For the avoidance of doubt, the Sellers shall tender its have no right to receive any shares of common stock or other securities of Xxxxxxxx. As soon as practicable following the date that the working capital adjustment under Section 2.2(a) is finally determined, the Buyer Parent will file a registration statement on Form S-1 for the purpose of registering for resale under the Securities Act of 1933, as amended, the Buyer Shares and will use commercially reasonable efforts to cause such registration statement to be declared effective by the Securities and Exchange Commission as soon as reasonably practicable. The Sellers will cooperate with the Buyer Parent and provide any shares subsequently acquired pursuant requested information and complete any necessary selling security holder questionnaires as Buyer Parent may require in order to exercises after register the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer Buyer Shares in accordance with the terms and conditions of the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its termsthis Section 2.1(b). In addition, each Stockholder hereby severally agrees upon the request of the Sellers from to sell time to Merger Subtime, Buyer Parent shall be responsible (at its cost) for promptly supplying to Buyer Parent’s transfer agent and Merger Sub hereby agrees the Sellers a customary legal opinion letter of its counsel to purchasethe effect that the resale of the Buyer Shares by the Sellers or their respective affiliates, all such Stockholder's Subject successors and assigns is exempt from the registration requirements of the Securities Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Buyer Shares at a price per Share equal are not then registered under the Securities Act for resale pursuant to $25.50 or such higher price per Share an effective registration statement). Notwithstanding the foregoing, if the Buyer Shares are eligible for resale pursuant to Rule 144 without restriction as may be offered by Merger Sub in to volume, then the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (file a registration statement as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A of this Section 2.1(b) shall terminate. (c) At the Merger Agreement having been satisfiedClosing, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything Sellers will deliver to the contrary hereinBuyer a certificate or certificates representing the Shares, if certificated, duly endorsed or accompanied by stock powers duly endorsed in blank. (d) At the Closing, the Subject Shares which are shares of Class A Common Stock, shall not, Buyer will issue to the Sellers an 8% contingent subordinated note in the aggregate for all purposes principal amount of this AgreementOne Million, exceed 49.9% of Fifty Thousand Dollars ($1,050,000) in the then outstanding shares of Class A Common Stock, and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are form set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option C (each a “Seller Note” and collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement“Seller Notes”). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Office.

Purchase and Sale of the Shares. a. Purchaser hereby agrees (a) At the closing of the Offering of the Shares listed under “Tranche 1” of Schedule 2 (“Tranche 1 Shares” and such closing, the “Tranche 1 Closing”), and subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions hereof, each of the Offer Sellers, severally and that it shall not withdraw any Subject jointly, will transfer, assign, sell, convey and deliver to the Purchaser, the number of Shares so tendered unless set forth opposite such Seller’s name in the Merger Agreement is terminated table entitled “Tranche 1” in accordance with its termsSchedule 2, and the Purchaser will purchase from the Sellers the number of Shares set forth opposite the Purchaser’s name in the table entitled “Tranche 1” in Schedule 1. In additionconnection with such transfer, each Stockholder hereby severally agrees of the Sellers will deliver the Tranche 1 Shares to sell be sold by it to Merger Subthe Purchaser (as provided in Section 2(a) below). In exchange for the transfer of the Tranche 1 Shares, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject the Purchaser will pay each Seller the aggregate amount obtained by multiplying the Tranche 1 Shares at a price per by the Tranche 1 Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition Price (as defined in Exhibit A Schedule 1) (the “Tranche 1 Purchase Consideration”). (b) At the closing of the Offering of the Shares listed under “Tranche 2” of Schedule 2 (“Tranche 2 Shares” and such closing, the “Tranche 2 Closing” and with the Tranche 1 Closing, each an “Offering Closing”), and subject to the Merger Agreementterms and conditions hereof, each of the Sellers, severally and not jointly, will transfer, assign, sell, convey and deliver to the Purchaser, the number of Shares set forth opposite such Seller’s name in the table entitled “Tranche 2” in Schedule 2, and the Purchaser will purchase from the Sellers the number of Shares set forth opposite the Purchaser’s name in the table entitled “Tranche 2” in Schedule 1. In connection with such transfer, each of the Sellers will deliver the Tranche 2 Shares to be sold by it to the Purchaser (as provided in Section 2(a) and other below). In exchange for the transfer of the Tranche 2 Shares, the Purchaser will pay each Seller the aggregate amount obtained by multiplying the Tranche 2 Shares by the Tranche 2 Share Purchase Price (as defined in Schedule 1) (the “Tranche 2 Purchase Consideration” and, together with the Tranche 1 Purchase Consideration, the “Purchase Consideration”). (c) Subject to the satisfaction or waiver of the conditions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions Section 5 below (other than conditions that by their nature are to be satisfied at the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything applicable Offering Closing, but subject to the contrary hereinsatisfaction or waiver of those conditions at such 138827006_3 time), the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(bTranche 1 Closing shall occur on October 6, 2023 (the “Tranche 1 Settlement Date”) or 8.4(b) thereof or and (ii) a Competing Transaction Termination the Tranche 2 Closing shall occur on or about January 5, 2024 (as defined in the Merger Agreement“Tranche 2 Settlement Date” and, together with the Tranche 1 Settlement Date, the “Settlement Dates”). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Office.

Purchase and Sale of the Shares. a. (a) On the terms and subject to the conditions of this Agreement and commercially and legally effective at the Closing, (i) Seller 1 hereby irrevocably sells, transfers and assigns to the Purchaser, and the Purchaser hereby agrees purchases and accepts from Seller 1, the Share 1; CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (ii) Seller 2 hereby irrevocably sells, transfers and assigns to make the Offer. Each Stockholder Purchaser, and the Purchaser hereby severally agrees that it shall tender its Shares purchases and any shares subsequently acquired accepts from Seller 2, the Share 2; (iii) Seller 3 hereby irrevocably sells, transfers and assigns to the Purchaser, and the Purchaser hereby purchases and accepts from Seller 3, the Share 3; (iv) Seller 4 hereby irrevocably sells, transfers and assigns to the Purchaser, and the Purchaser hereby purchases and accepts from Seller 4, the Share 4; in each case free and clear of all Liens. (b) The Sellers, as the sole shareholders of the Company, herewith consent to the adoption of a circular resolution in writing in terms of Article 34 GmbHG under this Section 1.1(b) and hereby irrevocably and unconditionally resolve to (i) expressly waive their respective pre-emption rights (Aufgriffsrecht) pursuant to exercises after Article V of the date hereof articles of options or warrants association (Gesellschaftsvertrag) of the Company, (ii) give the legally required approval for the sale, transfer and assignment of the Shares to purchase Common Stock (the "Subject Shares") into the Offer Purchaser in accordance with the terms and conditions of this Agreement and (iii) declare that the Offer shareholder resolutions dated 5 May 2008 and 22 February 2009 (the “Old Resolutions”) have been amended, overruled and fully replaced by the shareholder resolutions dated 22 May 2008 (with respect to the shareholders resolution dated 5 May 2008) and 7 May 2009 (with respect to the shareholders resolution dated 22 February 2009) and that it shall consequently the Old Resolutions did not withdraw and do not represent any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares legal ground for payment under the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A any claims of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% Sellers vis-à-vis any of the then outstanding shares of Class A Common StockGroup Companies, and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B heretowhatsoever. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Office.

Purchase and Sale of the Shares. a. Upon the terms and subject to the conditions of this Agreement, the Stockholders agree to sell to the Purchaser, and the Purchaser hereby agrees to make purchase from the Offer. Each Stockholder hereby severally agrees that it shall tender its Stockholders, all of the Shares and any shares subsequently acquired pursuant to exercises after at the date hereof of options or warrants to purchase Common Stock Closing (the "Subject Shares"“Share Purchase”). The aggregate purchase price (the “Purchase Price”) into for the Offer Shares is payable to the Stockholders, and subject to the purchase price adjustment set forth in Section 1.2 and offset as provided in Section 8.2, as follows: (a) At Closing, an aggregate of 576,923 restricted shares of common stock, par value $0.01 per share, of Purchaser (the “Purchaser Common Stock”) shall be issued and delivered to the Stockholders (the “Stock Issuance”) in accordance with the terms and conditions allocation set forth in Section 1.1(a) of the Offer and that it Disclosure Schedule (such issuance the “Closing Stock Issuance”). (i) Prior to March 10, 2019 (the “Holding Period”), a recipient of Purchaser Common Stock shall not withdraw sell, assign, convey or otherwise transfer any Subject Shares so tendered shares of Purchaser Common Stock received by it. Notwithstanding the immediately prior sentence, if, during the Holding Period, the Purchaser’s common stock is listed for trading with The Nasdaq Stock Market LLC, a recipient of Purchaser Common Stock may sell or otherwise transfer up to 10% of the shares of Purchaser Common Stock received by it per calendar month following such listing; provided that such sale or transfer shall not be without registration under the Securities Act or an exemption therefrom, as such shares of Purchaser Common Stock have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Merger Agreement Securities Act and under the applicable securities laws of such states, or unless exemptions from such registration requirements are available. (ii) During the 90 days immediately following the conclusion of the Holding Period, if Purchaser’s common stock is terminated not listed for trading with The Nasdaq Stock Market LLC or resales under Rule 144 of the Securities Act are otherwise not permitted with respect to the Purchaser Common Stock, then each recipient of Purchaser Common Stock may elect (the Repurchase Right”) for Purchaser to re-purchase such shares of Purchaser Common Stock that may be sold or otherwise transferred by a recipient of Purchaser Common Stock at such time, as applicable, for cash consideration equal to $5.21 per share of Purchaser Common Stock, which cash consideration shall be paid by Purchaser within sixty (60) days following the date Purchaser receives written notice of the election of such repurchase. The Repurchase Right shall terminate 90 days after the conclusion of the Holding Period or, if earlier, upon such date as Purchaser’s common stock is listed for trading with The Nasdaq Stock Market LLC and resales under Rule 144 of the Securities Act are permitted with respect to the Purchaser Common Stock. (iii) All recipients of Purchaser Common Stock are aware that the shares of Purchaser Common Stock are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act. All recipients of Purchaser Common Stock further understand that sale or transfer of the shares of Purchaser Common Stock is further restricted by state securities laws and the provisions of this Agreement. (b) At Closing, unsecured subordinated promissory notes shall be delivered to the Stockholders for the aggregate principal amount of $3,750,000, each in the form attached hereto as Exhibit A (each a “Note”, and collectively, the “Notes”), in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions allocation set forth in Exhibit A Section 1.1(b) of the Merger Agreement having been satisfiedDisclosure Schedule, and which conditions Notes shall accrue interest at a rate of 6% per annum (other than calculated on the Minimum Condition) may be waived by Merger Sub in its sole discretionbasis of a 365-day year). Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.950% of the then outstanding shares of Class A Common Stockprincipal amount and accrued interest under the Notes shall be repaid on December 31, 2017 and the number remaining balance of Subject Shares the principal amount and all accrued interest shall be reduced paid on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B heretoJune 30, 2018. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Office.

Purchase and Sale of the Shares. a. On the terms and subject to the conditions hereof, at the Closing Date, Sellers shall sell, transfer and deliver to Purchaser, free and clear of any Liens, and Purchaser hereby agrees to make shall purchase from Sellers, the Offer. Each Stockholder hereby severally agrees that it Shares for an aggregate purchase price (the “Purchase Price”) comprised by a cash consideration and a stock consideration as follows: (i) EUR 4,663,000,000.00 (four billion, six hundred and sixty three million Euros) (the “Cash Consideration”) shall tender its Shares and any shares subsequently acquired be paid, as adjusted pursuant to exercises after the date hereof provisions of options or warrants Article 2.2.1 below, on the Closing Date by Purchaser to purchase Common Stock the Sellers, by means of electronic transfer of immediately available funds, in the proportion indicated in Exhibit 2.1 and to the bank accounts of the Sellers in France, to be informed by the Sellers in writing to the Purchaser at least 5 (five) Business Days prior to Closing. The remittance of the "Subject Shares") into Cash Consideration, adjusted pursuant to Article 2.2.1 below, shall be made by Purchaser based on the Offer statement of the Sellers’ Electronic Registry System of Direct Foreign Investment of the Central Bank of Brazil (Registro Declaratório Eletrônico de Investimentos Externos Diretos – “RDE-IED”). For such purposes, before the Closing Date the Sellers shall provide Purchaser with the updated RDE-IED registries in accordance with the terms Applicable Law and conditions regulations of the Offer National Monetary Council and that it the Central Bank of Brazil and shall not withdraw any Subject Shares so tendered unless cooperate with the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger SubPurchaser and furnish, and Merger Sub hereby agrees cause the Company to purchasefurnish, to Purchaser the access codes and all information (including financial information) reasonably required for the Purchaser to prepare the registration forms at the electronic Central Bank System as to allow such Stockholder's Subject Shares at a price per Share equal remittance. All payments in cash due by the Purchaser to $25.50 or such higher price per Share as may Sellers shall be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment made exclusively under the Offer existing RDE-IED registries of Sellers and shall observe the applicable Brazilian foreign exchange laws and regulations then in force. The Cash Consideration includes the total purchase price to be paid in consideration for the acquisition by the Purchaser (or other Person designated by it) of the FrHolding72 Share and the Minimum Condition FrHolding 72 Operating Company Shares; and (as defined in Exhibit ii) A to the Merger Agreement) and other conditions set forth in Exhibit A stock consideration consisting of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, representing in the aggregate for all purposes of this Agreement, exceed 49.912% of the then outstanding total Purchaser share capital, on a fully diluted basis, after the capital increase of the Purchaser to fund the Cash Consideration (“Vivo Capital Increase”), and after the merger of shares of Class A Common Stockthe Company into Vivo (“Merger of Shares”), that shall be delivered to FrHolding108 (the “Stock Consideration”). The Stock Consideration shall consist of common shares and preferred shares in the same proportion of the existing structure of common and preferred shares prior to the implementation of the Vivo Capital Increase and the Merger of Shares. 2.1.1 The purchase and sale of the Shares is referred to herein as the “Acquisition”. The Acquisition and the other transactions contemplated by this Agreement are referred to herein as the “Transactions”. 2.1.2 On the Closing Date, Sellers shall send Purchaser the calculation of the capital gain earned by the Sellers in Brazil as a result of the Transactions (the “Taxable Capital Gain”), indicating the amount to be withheld by the Purchaser with respect to the Brazilian Imposto xx Xxxxx xx Xxxxx Sobre Ganho de Capital on the Taxable Capital Gain. The Taxable Capital Gain shall be calculated based on the positive difference existing between the Purchase Price, including both the Cash Consideration, as adjusted pursuant to Article 2.2.1 below, and the number Stock Consideration, and the acquisition cost paid by Sellers for the acquisition of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof the Shares, which the Sellers represent is, as of the date hereof, EUR 2.984.526.584,00 (two billion, nine hundred and eighty-four million, five hundred and twenty-six thousand, five hundred and eighty-four Euros) as per the documentation attached in Exhibit 2.1.2 (“Sellers Acquisition Cost”). The Subject Shares For the purposes of the collection of the Brazilian Imposto xx Xxxxx xx Xxxxx Sobre Ganho de Capital, the amount of the Taxable Capital Gain calculated in Euros shall be converted into Brazilian currency at the higher of the following foreign exchange rates: (a) the exchange rate for selling released by the Central Bank of Brazil (SISBACEN, PTAX800 - Option 5) as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal second Business Day prior to the Purchase Price, exercisable in whole but not in part during Closing Date; and (b) the one year period after (i) termination exchange rate for selling contracted for the remittance of the Merger Agreement Cash Consideration as adjusted pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in 2.2 below, on the Merger Agreement)Closing Date. In the event Purchaser wishes to exercise the Option, The Purchaser shall send a written notice make such withholding and provide Sellers with copies of the Documentos de Arrecadação de Receitas Federais – DARF, with proof of payment, on the Closing Date. Purchaser shall not be entitled to each Stockholder specifying withhold from the placePurchase Price payable pursuant hereto to Sellers any amounts other than the amounts agreed between Purchaser and Sellers pursuant to this provision. Sellers shall be fully responsible and shall hold Purchaser harmless from any Losses arising from the Sellers Acquisition Cost and the Brazilian Imposto xx Xxxxx xx Xxxxx Sobre Ganho de Capital. For the purposes of this Article 2.1.2, date and time until 4 (four) Business Days before the Closing Date, the Sellers shall provide Purchaser with all information necessary for the closing of such purchase at least 5 business days in advance calculation of the date Taxable Capital Gain and Purchaser and the Sellers shall mutually agree on the final criterion for the calculation of such closing. Any such purchase shall the Taxable Capital Gain pursuant to this provision. 2.1.3 In case the Closing does not occur within 270 (two hundred and seventy) calendar days from the Effective Date, the Cash Consideration will be subject to interest at the expiration rate of 3 months EURIBOR plus 10 basis points per annum as from such date until the Closing Date, calculated pro rata die. For these purposes, EURIBOR shall be the interest rate published on the Reuters EURIBOR01 page, or any applicable waiting period under page, that may replace it in the HSR Act future, at approximately 11:00 a.m. -Central European Time two days prior to the date that is 270 (two hundred and pre-merger approval required by seventy) calendar days from the German Federal Cartel OfficeEffective Date.

Purchase and Sale of the Shares. a. Purchaser hereby agrees Subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions of the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally herein set forth: (a) The Company agrees to issue and sell to Merger Subthe Underwriters, and Merger Sub hereby agrees the Underwriters agree to purchasepurchase from the Company, all such Stockholder's Subject the Firm Shares at a purchase price per Share equal share of $[ ]. (b) In the event and to $25.50 or such higher the extent that the Underwriters shall exercise the election to purchase Optional Shares provided in Section 2(c) below, the Company agrees to issue and sell to the Underwriters, and the Underwriters agree to purchase from the Company, at the purchase price per Share share set forth in Section 2(a), the number of Optional Shares as to which such election shall have been exercised. (c) The Company hereby grants to the Underwriters the right to purchase at their election up to [ ] Optional Shares, at the purchase price per share set forth in Section 2(a), for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares may be offered exercised only by Merger Sub in written notice from the Offer (Underwriters to the "Purchase Price")Company, provided that such obligation given within a period not later than [ ] days after the date of this Agreement, which notice shall specify the aggregate number of Optional Shares to purchase is subject to Merger Sub having accepted Shares for payment under the Offer be purchased and the Minimum Condition date on which such Optional Shares are to be delivered, as determined by the Underwriters but in no event earlier than the First Time of Delivery (as defined in Exhibit A to Section 4 hereof) nor later than [ ] Business Days (as defined in Section 4) after the Merger Agreementdate of such notice. (d) and other conditions set forth in Exhibit A [The Company hereby agrees that, without the prior written consent of the Merger Agreement having been satisfiedUnderwriters, which conditions may not be unreasonably withheld, it will not, during the period commencing on the date hereof and ending on [ ], (other than the Minimum Conditioni) may be waived by Merger Sub in its sole discretion. Notwithstanding anything offer, pledge, sell, contract to the contrary hereinsell, the Subject Shares which are sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, shall notwhether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (w) the aggregate for all purposes sale by the Underwriters of this any share of Common Stock pursuant to the Underwriting Agreement, exceed 49.9% (x) any issuance of the then outstanding shares of Class A Common Stock, and options, or other securities or rights pursuant to any employee or director compensation, option, dividend reinvestment, savings, benefit or other plan or arrangement of the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof Company existing as of the date hereof. The Subject Shares as of the date hereof are set forth Underwriting Agreement, (y) any issuances upon exercise, conversion or exchange of any securities or obligations outstanding on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration Underwriting Agreement, and (z) an additional issuance of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Officeequity securities aggregating not more than $[ ].]

Purchase and Sale of the Shares. a. Purchaser hereby agrees to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with Upon the terms and conditions of the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% on the date in which the conditions set forth in Section 4 are met or waived, which the parties intend to be the date hereof (the “Closing Date”), Sellers shall sell, transfer, assign and convey the Sellers Equity to Buyer utilizing all documentation to effectuate the transfer as Buyer shall reasonably request, and, in consideration thereof and as set forth below, Buyer shall pay to Sellers $18,280,000 (the “Purchase Price”), which shall be comprised of $15,000,000 in cash (the “Cash Consideration”) and $3,280,000 in subordinate voting shares (the “Parent Shares”) of Green Thumb Industries Inc., a corporation incorporated under the laws of the then outstanding shares Province of Class A Common StockBritish Columbia (“Parent”), and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof which are, as of the date hereofof this Agreement publicly traded on the CSE (as defined below) under the ticker symbol XXXX.XX (“Share Consideration”) as payment in full for the Sellers Equity. The Subject Shares as of Cash Consideration shall be paid in U.S. Dollars to Representative in immediately available funds to the date hereof are bank account set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectivelySchedule I, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal for further distribution by Representative to the Purchase Price, exercisable Sellers in whole but not in part during accordance with their agreements. Each Seller hereby confirms and agrees that upon Buyer or the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination Escrow Agent (as defined below) making any such payment of the Cash Consideration to Representative, Buyer shall have satisfied its obligation to make such payment to all Sellers and that no further action by Buyer shall be required in furtherance thereof, and that Buyer has no obligation to cause Representative to make, or confirm Representative has made, the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing further distribution of such purchase at Cash Consideration to the Sellers. At least 5 business days in advance five Business Days prior to the issuance of any of the date Share Consideration, Representative shall deliver a direction letter, in form and substance reasonably satisfactory to Buyer, executed by each Seller, setting forth the allocation of such closingShare Consideration issuance as between the Sellers. Any such purchase The Purchase Price shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Office.paid as follows:

Purchase and Sale of the Shares. a. Purchaser hereby agrees Subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions hereof, Holdings hereby agrees to issue, sell, assign, transfer and convey to (a) VCV, and VCV hereby agrees to purchase and accept from Holdings, at the Closing, 3,088,271 shares of Class A-1 Common Stock for an amount in cash per share equal to the Offer Per Share Purchase Price and that it shall not withdraw any Subject Shares so tendered unless an aggregate price equal to the Merger Agreement is terminated Aggregate VCV Purchase Price (as defined below) and (b) VEFV, and VEFV hereby agrees to purchase and accept from Holdings, at the Closing, 20,474 shares of Class A-1 Common Stock for an amount in cash per share equal to the Per Share Purchase Price and an aggregate price equal to the Aggregate VEFV Purchase Price (as defined below), in each case, free and clear of all encumbrances (other than those imposed by (w) the Amended and Restated Certificate of Incorporation of Holdings, including terms as deemed reasonably necessary and appropriate by Holdings (as may be amended, restated, or amended and restated from time to time in accordance with its terms. In addition); (x) the Bylaws of Holdings, each Stockholder hereby severally agrees to sell to Merger Sub, including terms as deemed reasonably necessary and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share appropriate by the Holdings (as may be offered by Merger Sub amended, restated, or amended and restated from time to time in the Offer (the "Purchase Price"accordance with its terms), provided that such obligation (y) the Stockholders Agreement (as may be amended, restated, or amended and restated from time to purchase is subject time in accordance with its terms) (items (w), (x), and (y), collectively, the “Governing Documents”); and (z) pursuant to Merger Sub having accepted Shares for payment under the Offer Securities Act (defined below), as amended, and the Minimum Condition applicable rules and regulations thereunder, and any successor to such statute, rules or regulations; or pursuant to any applicable state “blue sky” laws (as defined in Exhibit A to collectively with the Merger Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary hereinGoverning Documents, the Subject Shares which are “Permitted Securities Encumbrances”)). The aggregate number of shares of Class A A-1 Common Stock, shall not, in Stock purchased by the aggregate for all purposes Purchasers pursuant to Sections 1 and 2 of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, and the number of Subject Shares Agreement shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof referred to in this Agreement as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B hereto“Shares. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Office.”

Purchase and Sale of the Shares. a. Purchaser hereby agrees to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares"a) into the Offer in accordance with Upon the terms and conditions of the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, at the Subject Shares which are Closing Purchaser shall subscribe for and purchase, and New Charter shall issue and sell to Purchaser, a whole number of duly authorized, validly issued, fully paid and non-assessable shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share Stock equal to the Purchase Price, exercisable in whole but not in part during the one year period after product of (ix) termination of the Parent Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination Exchange Ratio (as defined in the Merger Mergers Agreement) multiplied by (y) the quotient of the Aggregate Purchase Price divided by the Price Per Share (the “Purchased Shares”). In , free and clear of any Lien (other than any restrictions created by Purchaser, and any restrictions on transfer arising under the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date Securities Act and time for the state securities laws). (b) The closing of such the purchase at least 5 business days in advance of the date Purchased Shares (the “Closing”) shall take place on the Closing Date after the satisfaction or, subject to applicable Law, waiver of such closing. Any such purchase shall the conditions set forth in Articles V and VI hereof (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the expiration satisfaction of any applicable waiting period under those conditions), or on such other date as the HSR Act parties may mutually agree. The Closing shall be held at the offices of Wachtell, Lipton, Xxxxx & Xxxx, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York City time, on the Closing Date, or at such place and pre-merger approval required time as the parties shall agree. (c) Two (2) Business Days prior to the Closing, the Company and New Charter shall deliver to Purchaser a statement setting forth the wire transfer instructions for delivery of the Aggregate Purchase Price and Purchaser shall deliver to the Company brokerage instructions for the delivery of the Purchased Shares. (d) At the Closing, New Charter shall issue and deliver to Purchaser (as provided in Section 1.1(e) below) the Purchased Shares, upon payment of the Aggregate Purchase Price for the Purchased Shares by wire transfer of immediately available funds on the German Federal Cartel OfficeClosing Date. (e) The Purchased Shares shall be delivered by New Charter on the Closing Date, against payment of the Aggregate Purchase Price, in uncertificated form through Computershare Shareowner Services, New Charter’s transfer agent for the Common Stock, and The Depository Trust Company to the brokerage accounts designated by Purchaser pursuant to Section 1.1(c).

Purchase and Sale of the Shares. a. Purchaser (a) The Company hereby agrees to make issue and to sell to Subscriber, and Subscriber hereby agrees to purchase from the OfferCompany 18,518,518 Shares at a price equal to $1.08 per Share (the “Share Price”) for the aggregate subscription amount set forth on the signature page hereto. Each Stockholder hereby severally agrees that it The Company will issue to Subscriber a warrant (“Warrant”) to purchase an aggregate of 5,555,555 shares of the common stock of the Company, par value $0.001 per share (“Warrant Shares”). The exercise price of the Warrant shall tender its Shares and any shares subsequently acquired pursuant to exercises be $1.25. The Warrant shall be exercisable commencing six (6) months after the date hereof of options or warrants to purchase Common Stock (issuance and expiring on the "Subject Shares") into Expiration Date, as more fully described in the Offer Warrant. Further, in accordance with the terms and conditions of the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In additionWarrant, each Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, and the number of Subject Warrant Shares subject to purchase shall be permanently reduced on a share-for-share basis for any Shares owned by Purchaser the number of shares of common stock and other Company securities (including short sales and sales or any affiliate thereof as purchases of derivative securities) sold by Subscriber during such six (6) month period after the date of issuance. The Warrants are subject to a forced exercise by the Company at a price of $1.08 per Warrant Share upon notice to record holders of the date hereofWarrants, as more fully described in the Warrant and accompanying documents. The Subject Warrants are also subject to a mandatory exchange or termination in the case of certain reorganizations, mergers, or divestitures. The form of Warrant is as annexed hereto as Exhibit A. Upon acceptance of this Subscription Agreement by the Company, the Company shall issue and deliver to Subscriber a stock certificate and a Warrant evidencing the applicable number of Shares as and Warrant Shares subscribed for against payment in U.S. Dollars of the date hereof are Purchase Price (as defined below). (b) Subscriber hereby agrees to pay the aggregate purchase price (the “Purchase Price”) set forth on Exhibit B hereto. b. Each Stockholder hereby grants the signature page hereof required to Purchaser an irrevocable option purchase the Shares and Warrant subscribed for hereunder, which amount shall be paid in U.S. Dollars by cash, wire transfer (collectivelypursuant to the instructions set on forth on the signature pages) or check. Notwithstanding the foregoing, the "Option"Company and the Subscriber acknowledges and agrees that the Subscriber has previously advanced the principal amount of Six Million ($6,000,000) to purchase such Stockholder's Subject Shares at a price per Share equal Dollars to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement Company pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Optionterms of that certain Loan Commitment Letter dated November 11, Purchaser shall send a written notice to each Stockholder specifying the place, date 2008 and time for the closing of hereby agrees that such purchase at least 5 business days in advance of the date of such closing. Any such purchase amount shall be subject converted into subscription of Shares pursuant to the expiration terms of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Officethis subscription agreement.

Purchase and Sale of the Shares. a. Purchaser hereby agrees Purchase and Sale of the Shares. Subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions set forth in this Agreement and in reliance upon the Company's and the Purchasers' respective representations set forth herein, on the Closing Date the Company shall sell to the Purchasers, and the Purchasers, severally but not jointly, shall purchase from the Company that number of shares (the "Shares"), of the Offer and Company's $0.001 par value common stock ("Common Stock"), as is set forth opposite such Purchaser's name on Schedule 1.01 attached to this Agreement (except that Technology Partners Fund VI, L.P. ("TPF") is only required to acquire 1,066,666 Shares if appropriate internal approval is not obtained by it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares acquire additional Shares) at a price per Share equal to of $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer 3.75 (the "Purchase Price"). The sale and purchase shall be effected on the Closing Date by the Company delivering to each Purchaser a duly executed stock certificate in the name of each Purchaser evidencing the Shares to be purchased against delivery by Purchaser to the Company of cash by wire transfer of immediately available funds in the amount of the aggregate Purchase Price for such Purchaser as set forth opposite its name as set forth on Schedule 1.01, to such account as may be specified by the Company. Each Purchaser shall be obligated hereunder only with respect to the number of Shares for which it has subscribed (as set forth in Schedule 1.01 as provided above). To the extent of any stock splits, stock dividends, combinations and other recapitalizations of the Company's capital shares, the Purchase Price and the number of Shares set forth on Schedule 1.01 shall be appropriately adjusted. The Closing. The closing of the sale and purchase of the Shares hereunder (the "Closing") shall take place at the offices of the Company or such other location as the Purchasers acquiring a majority of the Shares hereunder ("Majority Purchasers") and the Company shall agree, on June 30, 2000 or such other date as the Majority Purchasers and the Company shall agree (the "Closing Date"). Shares Purchaser. Each Purchaser may, by notice in writing to the Company, assign its rights to purchase all or a portion of the Shares that it has subscribed to purchase hereunder to one or more Affiliates of such Purchaser, provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer representations and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions warranties set forth in Exhibit A Article III are true with regard to each such assignee and each such assignee shall agree to be bound by the terms of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretionthis Agreement. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes any other provision of this Agreement, exceed 49.9% FT Ventures may assign its interests to acquire up to 666,666 shares of Common Stock (as appropriately adjusted for stock splits, stock dividends, combinations, and other recapitalizations of the then outstanding Company's share capital) issuable pursuant to this Agreement to another venture capital fund, provided that the representations and warranties set forth in Article III are true with regard to each such assignee, the Company has approved such assignment, which approval may not be unreasonably withheld, and each such assignee shall agree to be bound by the terms of this Agreement. Notwithstanding any other provision of this Agreement, each of FT Ventures, TPF and Benchmark may assign its interests to acquire any of the shares of Class A Common StockStock issuable pursuant to this Agreement to any of its general or limited partners, provided that the representations and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are warranties set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice Article III are true with regard to each Stockholder specifying the place, date such assignee and time for the closing of each such purchase at least 5 business days in advance of the date of such closing. Any such purchase assignee shall agree to be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required bound by the German Federal Cartel Officeterms of this Agreement.

Purchase and Sale of the Shares. a. (a) Not less than five days prior to the Closing, the Seller Representative shall notify the Purchaser hereby agrees of those Concrete Class B Holders, Concrete Class C Holders, Geosolutions Class B Holders and Geosolutions Class C Holders who shall have joined this Agreement as Sellers by entering into a Joinder Agreement in the form attached as Exhibit 2.1 (“Joinder”) hereto (each an “Additional Seller” and, collectively with each other Additional Seller, the “Additional Sellers”). As used in this Agreement, “Seller”, as of any date of determination, means each Initial Seller and each Additional Seller, and “Sellers” means the Initial Sellers and the Additional Sellers collectively. (b) Not less than five days prior to make the Offer. Each Stockholder hereby severally agrees that it Closing, the Seller Representative shall tender notify the Purchaser of those Qualifying Optionholders who shall have joined this Agreement as a Qualifying Optionholder by entering into a Joinder and the name of each Concrete Class C Holder and Geosolutions Class C Holder who has not executed the Joinder. (c) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall sell to the Purchaser and the Purchaser shall purchase from the Sellers, the Shares free and clear of all Liens, except for such Liens arising as a result of actions by the Purchaser and its Shares Affiliates and any shares subsequently acquired pursuant all vested and exercisable but unexercised Concrete Stock Options and Geosolutions Stock Options held by a holder who is not a Qualifying Optionholder and all unvested Concrete Stock Options and Geosolutions Stock Options and all unvested Concrete Stock Options and Geosolutions Stock Options shall be cancelled. (d) Subject to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions of hereof and the Offer and that it shall not withdraw any Subject Shares so tendered unless Concrete Charter, the Merger Agreement is terminated Purchaser shall, on the Closing Date, provide Concrete with the funds necessary for Concrete to pay the Concrete Redemption Amount to Concrete Class C Holders entitled thereto as provided in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"Section 2.5(b)(vi), provided that such obligation if any. (e) Subject to purchase is subject to Merger Sub having accepted Shares for payment under the Offer terms and conditions hereof and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary hereinGeosolutions Charter, the Subject Shares which are shares of Purchaser shall, on the Closing Date, provide Geosolutions with the funds necessary for Geosolutions to pay the Geosolutions Redemption Amount to Geosolutions Class A Common StockC Holders entitled thereto as provided in Section 2.5(c)(vi), shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B heretoif any. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Office.

Purchase and Sale of the Shares. a. Purchaser hereby agrees to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with Upon the terms and conditions of the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% Acquiror agrees to purchase from each Shareholder, and each Shareholder agrees to sell, assign, transfer and deliver to Acquiror, all of the then outstanding Shares set forth opposite such Shareholder’s name on Schedule 1.1 hereto, in each case free and clear of all liens, pledges, claims, charges, restrictions or other encumbrances, for the aggregate purchase price of $8,500,000 (the “Initial Purchase Consideration”). The Initial Purchase Consideration shall be allocated among the Shareholders, pro rata, based on each Shareholder’s ownership of the Shares and the Acquiror shall pay each Shareholder the portion of the Initial Purchase Consideration set forth opposite such Shareholder’s name on Schedule 1.1 hereto. Each Shareholder’s portion of the Initial Purchase Consideration set forth opposite their respective name on Schedule 1.1 hereto shall be paid by Acquiror to such Shareholder on the Closing Date as follows: (a) $6,250,000 of the Initial Purchase Consideration (the “Cash Portion”) shall be paid in cash, by wire transfer, less the Escrow Amount provided for in Section 1.1(b) below), to the Shareholders and each Shareholder will receive the pro rata portion of the Cash Portion of the Initial Purchase Consideration set forth opposite such Shareholder’s name on Schedule 1.1; (b) $1,000,000 of the Cash Portion of Initial Purchase Consideration (the “Escrow Amount”) shall be placed in escrow by wire transfer of immediately available funds as provided in Section 1.5 below in order to assure the satisfaction of any obligations of the Shareholders arising under Article VI hereof; and (c) 236,843 shares of Class A Common Stockcommon stock, $0.001 par value per share of Acquiror, or such lesser number of shares as determined in accordance with this Section 1.1(c), (the “Stock Consideration”), shall be issued to the Shareholders in full satisfaction of the remaining portion of the Initial Purchase Consideration and each Shareholder will receive the number of Subject Shares shares of Stock Consideration set forth opposite such Shareholder’s name on Schedule 1.1. The aggregate number of shares of Stock Consideration shall be reduced determined on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as the Closing Date and shall be calculated based upon the greater of (A) the average of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a closing price per Share equal share for the common stock, $0.001 par value per share of Acquiror, as reported by the Nasdaq Stock Exchange (the “NASDAQ”) for the five (5) consecutive trading days ending prior to the Purchase Price, exercisable in whole but not in part during second day before the one year period after Closing Date and (iB) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Office$9.50 per share.

Purchase and Sale of the Shares. a. Purchaser hereby agrees (a) Subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions hereof, on the Closing Date, the Sellers shall sell to the Purchaser, and the Purchaser shall purchase from each Seller the number of Shares of Class D Stock specified next to each such Seller's name on Exhibit A hereto, representing, in the aggregate, 100% of the Offer voting capital stock of Holdings. (b) Not less than 10 days prior to the Closing, Holdings shall notify Purchaser of those holders of Class A Stock and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees Class C Stock who have made valid elections to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub participate in the Offer sale of Shares to Purchaser pursuant to the terms of the Certificate of Designations (such persons, the "Purchase PriceElecting Stockholders"), provided that the number of shares of such obligation Class A Stock and Class C Stock (collectively, the "Additional Shares") with respect to purchase is subject to Merger Sub having accepted Shares for payment under the Offer which each such Electing Stockholder has validly exercised such right and the Minimum Condition (as defined in Exhibit A Per Share Amount. In order to the Merger Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything make a valid election to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, participate in the aggregate for all purposes sale of Shares pursuant to this Agreement, exceed 49.9% each Electing Stockholder shall agree, in form reasonably satisfactory to and for the benefit of Purchaser, to be bound by the then outstanding shares terms, conditions and other provisions of Class A Common Stock, and the number of Subject Shares shall be reduced on this Agreement as if a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares signatory hereto as of the date hereof are and to waive any and all rights to the contrary under applicable Law or the Certificate of Designations. Subject to the terms and conditions hereof and the Certificate of Designations, on the Closing Date, Purchaser shall purchase from the Electing Stockholders, and the Electing Stockholders shall sell to the Purchaser, each Additional Share for the Per Share Amount as set forth on Exhibit B heretoin Section 2.1(c). b. Each (c) The purchase price to be paid to any Seller or Electing Stockholder hereby grants for each Share to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement be sold pursuant to Section 8.3(b2.1 shall be (1) or 8.4(bthe Aggregate Purchase Price divided by (2) thereof or the Fully Diluted Number, rounded to the nearest $0.01 (ii) a Competing Transaction Termination (as defined in the Merger Agreement"Per Share Amount"). In At Closing, the event Purchaser wishes Per Share Amount is payable in cash in immediately available funds for each Share against delivery of stock certificates representing such Shares, in proper form for transfer together with any necessary documentary or transfer tax stamps duly affixed and canceled and otherwise in form reasonably satisfactory to exercise the Option, Purchaser Purchaser. Payment shall send a written be made by wire transfer to accounts designated by each Seller and Electing Shareholder by notice to each Stockholder specifying the place, date and time for the closing of such purchase Purchaser at least 5 two business days in advance of the date of such closing. Any such purchase shall be subject prior to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel OfficeClosing.

Purchase and Sale of the Shares. a. Purchaser hereby agrees At the Closing (as hereinafter defined), Seller shall assign, transfer and deliver to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions of the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger SubBuyer, and Merger Sub hereby agrees to purchaseBuyer shall purchase and accept from Seller, all such Stockholder's Subject Shares at a the Shares, for an aggregate purchase price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation ) equal to purchase is subject to Merger Sub having accepted Shares for payment under the Offer sum of (i) $9,000,000 and (ii) the Minimum Condition Total Stockholders' Equity of the Company on the Closing Date (as defined in Exhibit A to hereinafter defined) as shown on the Merger Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfiedClosing Balance Sheet (as hereinafter defined); provided, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall nothowever, in the event that the sum of (i) the Purchase Price (including any adjustment thereto pursuant to Section 1.2), (ii) the aggregate amount of intercompany debt and intercompany payables Buyer is obligated to pay pursuant to Section 1.3, (iii) all indebtedness for borrowed money of the Company owing as of the Closing Date, including (A) the Company's liabilities under the Company IRBs (as hereinafter defined), (B) obligations as lessee under capitalized leases, (C) all obligations for borrowed money evidenced by bonds, debentures, notes, letters of credit, or other similar arrangements, (D) obligations to pay the deferred purchase price of property or services (excluding trade payables), (E) all debt of others guaranteed by the Company and (F) all interest, charges, fees, expenses and penalties, including prepayment penalties on or which become due as a result of mandatory payments (payments related to the Company IRBs shall not be deemed mandatory to the extent such payments would have not been mandatory if Buyer would have caused to be issued one or more letters of credit equal to the outstanding balance of the Company IRBs) required to be made by the Company on any indebtedness solely as a result of the consummation of the transaction contemplated hereby, (iv) all fees and expenses paid or payable by the Company to Camden Acquisition Company ("CAC") as a result of the termination of that certain Stock Purchase Agreement (the "CAC Stock Purchase Agreement") dated November 26, 1996 among CAC, the Company and Seller and (v) the gross amount of all severance, parachute or similar payments to which any officer, director or employee is entitled to receive from the Company as a result of the consummation of the transaction contemplated hereby (without regard to taxes or other withholdings), (I) exceeds $61 million (the "Purchase Price Cap"), then the Purchase Price shall be reduced to an amount which when added to items (ii), (iii), (iv) and (v) above would equal $61 million or (II) is less than $59 million (the "Purchase Price Floor" and together with the Purchase Price Cap the "Purchase Price Collar"), then the Purchase Price shall be increased to an amount which when added to items (ii), (iii), (iv) and (v) above would equal $59 million. For all purposes of this AgreementAgreement the term "Total Stockholders' Equity," as of any date, exceed 49.9% shall mean an amount determined in accordance with generally accepted accounting principles applied on a basis consistent with the accounting principles and practices applied in the preparation of the then outstanding shares 1996 Balance Sheet (as hereinafter defined) (provided, however, that Total Stockholder Equity on the Closing Date shall be calculated before giving effect to the repayment of Class A Common Stockthe intercompany debt and intercompany payables pursuant to Section 1.3, and no liabilities or reserves reflected on the number of Subject Shares Latest Balance Sheet shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal prior to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined Closing except in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date ordinary course of business consistent with past practices and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase no prepaid asset shall be subject included on the Closing Date Balance Sheet unless the Company can utilize the benefit thereof in the ordinary course of business after the Closing), and is intended to correspond with the expiration of any applicable waiting period under line on the HSR Act and pre-merger approval required by the German Federal Cartel Office1996 Balance Sheet designated as Total Stockholders' Equity.

Purchase and Sale of the Shares. a. Purchaser hereby agrees Subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with all the terms and conditions set forth herein (i) the Company agrees to issue and sell _______________ Firm Shares and (ii) each Selling Stockholder agrees, severally and not jointly, to sell the number of Firm Shares set forth opposite such Selling Stockholder's name on Schedule I hereto to the Underwriters and, upon the basis of the Offer representations, warranties, covenants and that it shall not withdraw any Subject Shares so tendered unless agreements of the Merger Agreement is terminated in accordance with its terms. In additionCompany and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Stockholder hereby Underwriter agrees, severally agrees and not jointly, to purchase from the Company and the Selling Stockholders, at a purchase price of $_____ per Share, the number of Firm Shares set forth opposite the name of such Underwriter on Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof). The Company also agrees, subject to all the terms and conditions set forth herein, to sell to Merger Subthe Underwriters, and, upon the basis of the representations, warranties and Merger Sub hereby agrees agreements of the Company herein contained and subject to purchaseall the terms and conditions set forth herein, all such Stockholder's Subject Shares the Underwriters shall have the right to purchase from the Company, solely for the purpose of covering over-allotments in connection with sales of the Firm Shares, at a the purchase price per Share equal of $_____, pursuant to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer an option (the "Purchase Priceover-allotment option") which may be exercised at any time and from time to time prior to 9:00 p.m., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), provided that such obligation up to an aggregate of __________ Additional Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase is from the Company the number of Additional Shares (subject to Merger Sub having accepted Shares for payment under such adjustments as the Offer and Underwriters may determine in order to avoid fractional shares) that bears the Minimum Condition (as defined in Exhibit A same proportion to the Merger Agreement) and other conditions aggregate number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule II hereto (or such number of Firm Shares increased as set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum ConditionSection 12 hereof) may be waived by Merger Sub in its sole discretion. Notwithstanding anything bears to the contrary hereinaggregate number of Firm Shares. The Sellers hereby agree, severally and not jointly, and the Subject Shares which are shares of Class A Common StockCompany shall, shall not, in concurrently with the aggregate for all purposes execution of this Agreement, exceed 49.9% deliver agreements substantially in the form attached hereto as Exhibit D executed by each of the then outstanding shares directors and officers of Class A the Company and by each stockholder listed on Schedule III hereto, pursuant to which each such person agrees, not to offer, sell, contract to sell, grant any option to purchase, or otherwise dispose of, any Common Stock of the Company or any securities convertible into or exercisable or exchangeable for such Common Stock, and for a period of 90 days after the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as date of the date hereofProspectus, except to the Underwriters pursuant to this Agreement. The Subject Shares as Notwithstanding the foregoing, during such period the Company may (i) issue shares of its Common Stock and grant stock options pursuant to the Company's existing Stock Option Plan (the "Stock Option Plan"), (ii) issue shares of its Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants and (iii) issue shares of its Common Stock and grant options to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination newly hired management level employees consistent with past practices of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel OfficeCompany.

Purchase and Sale of the Shares. a. Purchaser hereby agrees (a) Subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares Section 1.1(c), on and any shares subsequently acquired pursuant subject to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions of the Offer and that it this Agreement, Issuer shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger Subsell, and Merger Sub hereby agrees to Purchaser shall purchase the Purchased Shares; and Issuer shall transfer and convey, and Purchaser shall purchase, the Purchased Shares free and clear of any and all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions Liens (other than those imposed by the Minimum ConditionArticles of Incorporation and federal and state securities Laws). (b) may Purchaser shall purchase the Purchased Shares in two tranches (“Tranches”). The number of shares of Common Stock to be waived by Merger Sub purchased shall be 15,000,000 shares in its sole discretion. Notwithstanding anything the first Tranche (the “First Tranche Shares”) and 15,000,000 shares in the second Tranche (the “Second Tranche Shares” and together with the First Tranche Shares, the “Purchased Shares”). (c) In the event that, after giving effect to the contrary hereinpurchase of any Purchased Shares, the Subject Shares which are Xxxx Family would Beneficially Own more than 29.8% of the outstanding shares of Class A Common Stock, the number of Purchased Shares to be purchased by Purchaser shall not, in be reduced by such number of Purchased Shares necessary to maintain the aggregate for all purposes Beneficial Ownership of this Agreement, exceed 49.9Common Stock by the Xxxx Family at a number of shares of Common Stock equal to 29.8% of the then outstanding shares of Class A Common Stock on the relevant Closing Date. (d) As additional consideration for the purchase of the First Tranche Shares, Issuer shall grant Purchaser a warrant representing the right to purchase 5,000,000 shares of Common Stock, and as additional consideration for the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as purchase of the date hereof. The Subject Shares as Second Tranche Shares, Issuer shall grant Purchaser a second warrant (each a “Warrant” and together, the “Warrants”) representing the right to purchase 5,000,000 shares of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option Common Stock (collectively, the "Option"“Warrant Shares” and together with the Purchased Shares, the “Shares”) in the form attached hereto as Exhibit A, without deviation. (e) The provisions of Section 11.4 notwithstanding, Purchaser shall have the right to assign its rights and obligations under this Agreement to purchase the Purchased Shares and to receive the Warrants to one or more Persons who are members of the Xxxx Family; provided, however, that if any assignee breaches its obligation to purchase any Purchased Shares, Purchaser shall remain obligated to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel OfficePurchased Shares.

Purchase and Sale of the Shares. a. Purchaser hereby agrees (a) Subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions of this Agreement, at the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition Closing (as defined in Exhibit A clause (b) below), the Company will issue and sell to the Merger AgreementPurchaser, and the Purchaser will purchase from the Company, 794,575 shares (the “Shares”) of Common Stock of the Company for an aggregate purchase price of $15,000,000 (the “Purchase Price”). For the sake of clarification only, the per share price used to calculate such number of Shares is equal to the average of the reported last sale price of the Common Stock on the Nasdaq Global Market from November 28, 2006 through December 18, 2006. The number of Shares to be issued to the Purchaser hereunder shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend, reorganization, recapitalization or other like change with respect to Common Stock of the Company occurring after the date hereof and other prior to the Closing. (b) The closing of the transactions contemplated hereby (the “Closing”) shall take place at 10:00 a.m., Eastern time, on a date to be specified by the Company and the Purchaser (the “Closing Date”), which shall be no later than the fifth business day after satisfaction or waiver of the conditions to the Closing set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes Section 4 of this Agreement, exceed 49.9% remotely via the exchange of documents and signatures, unless another date, place or time is agreed to in writing by the Purchaser and the Company. The respective obligations of the then outstanding shares of Class A Common Stock, and parties to this Agreement to effect the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder transactions contemplated hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration delivery of any applicable waiting period under the HSR Act following at the Closing: (i) the Company and pre-merger approval required the Purchaser shall execute and deliver the Registration Rights Agreement in the form attached hereto as Exhibit A (the “Registration Rights Agreement”); (ii) US1DOCS 5965865v8 the Company shall deliver to the Purchaser a certificate of its Secretary or Assistant Secretary attesting as to the resolutions of the Board of Directors of the Company relating to the sale of the Shares; (iii) the Company shall deliver to the Purchaser a certificate as to the corporate good standing of the Company issued by the German Federal Cartel OfficeSecretary of State of the State of Delaware; (iv) Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel for the Company, shall deliver to the Purchaser an opinion, dated the Closing Date, in substantially the form attached hereto as Exhibit B; (v) the Purchaser shall pay the Purchase Price to the Company by wire transfer of immediately available funds to an account designated by the Company; and (vi) the Company shall instruct the transfer agent for the Common Stock to issue and promptly deliver to the Purchaser a stock certificate representing the Shares.

Purchase and Sale of the Shares. a. Purchaser hereby agrees Subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions of the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally herein set forth: (a) The Company agrees to issue and sell to Merger Subthe Underwriters, and Merger Sub hereby agrees the Underwriters agree to purchasepurchase from the Company, all such Stockholder's Subject the Firm Shares at a purchase price per Share equal share of $[_______]. (b) In the event and to $25.50 or such higher the extent that the Underwriters shall exercise the election to purchase Optional Shares provided in Section 2(c) below, the Company agrees to issue and sell to the Underwriters, and the Underwriters agree to purchase from the Company, at the purchase price per Share share set forth in Section 2(a), the number of Optional Shares as to which such election shall have been exercised. (c) The Company hereby grants to the Underwriters the right to purchase at their election up to [__________] Optional Shares, at the purchase price per share set forth in Section 2(a), for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares may be offered exercised only by Merger Sub in written notice from the Offer (Underwriters to the "Purchase Price")Company, provided that such obligation given within a period not later than [_________] days after the date of this Agreement, which notice shall specify the aggregate number of Optional Shares to purchase is subject to Merger Sub having accepted Shares for payment under the Offer be purchased and the Minimum Condition date on which such Optional Shares are to be delivered, as determined by the Underwriters but in no event earlier than the First Time of Delivery (as defined in Exhibit A to Section 4 hereof) nor later than [_________] Business Days (as defined in Section 4) after the Merger Agreementdate of such notice. (d) and other conditions set forth in Exhibit A [The Company hereby agrees that, without the prior written consent of the Merger Agreement having been satisfiedUnderwriters, which conditions may not be unreasonably withheld, it will not, during the period commencing on the date hereof and ending on [________], (other than the Minimum Conditioni) may be waived by Merger Sub in its sole discretion. Notwithstanding anything offer, pledge, sell, contract to the contrary hereinsell, the Subject Shares which are sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, shall notwhether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (w) the aggregate for all purposes sale by the Underwriters of this any share of Common Stock pursuant to the Underwriting Agreement, exceed 49.9% (x) any issuance of the then outstanding shares of Class A Common Stock, and options, or other securities or rights pursuant to any employee or director compensation, option, dividend reinvestment, savings, benefit or other plan or arrangement of the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof Company existing as of the date hereof. The Subject Shares as of the date hereof are set forth Underwriting Agreement, (y) any issuances upon exercise, conversion or exchange of any securities or obligations outstanding on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration Underwriting Agreement, and (z) an additional issuance of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Officeequity securities aggregating not more than $[____________].]

Purchase and Sale of the Shares. a. At the Closing (as defined in SECTION 9.01), (a) each Shareholder (other than Mxxx Xxxxxxx), in reliance on the representations, warranties and covenants of Purchaser hereby agrees and Xpedite contained herein and subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions of this Agreement, shall sell with full title guarantee to Purchaser all of the Offer and that it shall not withdraw any Subject Shares so tendered unless set forth opposite such Shareholder's name on SCHEDULE 1 hereto or, in the Merger event the Buyback Agreement is terminated terminated, SCHEDULE 1A hereto; and (b) Purchaser, in accordance with its terms. In additionreliance on the representations, each Stockholder hereby severally agrees to sell to Merger Sub, warranties and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in covenants of the Offer (Company and the "Purchase Price"), provided that such obligation to purchase is Shareholders contained herein and subject to Merger Sub having accepted the terms and conditions of this Agreement, shall purchase the Shares for payment under (including the Offer and the Minimum Condition Exxxxxx Shares (as defined in Exhibit A SECTION 1.04) which ordinary shares are subject to the Merger Agreementprovisions of SECTION 1.04) and other conditions from the Shareholders in the proportions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall notSCHEDULE 1 or, in the event the Buyback Agreement is terminated, in the proportions set forth in SCHEDULE 1A , for the aggregate for all cash purchase price equal to $76,226,065 (or $87,000,000, in the event the Buyback Agreement is terminated and the Eagle Shares are purchased pursuant hereto) MINUS the nominal amount outstanding of the 17.5% cumulative redeemable "A" preference shares (the "A PREFS"), in the capital of the Company, and any premiums and interest thereon (accrued down to the Closing Date) and penalties (if any) with respect thereof, and MINUS Indebtedness (as defined below) of the Company outstanding on the Closing Date including, but not limited to, any overdrafts and indebtedness to N.M. Rothschild & Sons Limited ("PURCHASE PRICE"), which Purchase Price shall be allocated among the Shareholders as set forth on SCHEDULE 1 or SCHEDULE 1A attached hereto, as applicable. For purposes of this Agreement, exceed 49.9% the term "INDEBTEDNESS" of a Person at a particular date shall mean all obligations for borrowed money of such Person (other than trade debt incurred in the ordinary course of business) which in accordance with GAAP (as defined in SECTION 2.05 hereof) would be classified upon a balance sheet as liabilities, including all indebtedness, debt and similar monetary obligations of such Person, whether direct or guaranteed, and all premiums, if any, due at the required prepayment dates of, interest on, and penalties with respect to, such indebtedness. Not later than two business days prior to the Closing Date, the Shareholders shall deliver to Purchaser (i) an estimated consolidated balance sheet of the then outstanding shares of Class A Common StockCompany, and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof prepared in good faith, as of the date close of business on the last day of the month immediately preceding the Closing Date (as defined in SECTION 9.01 hereof. The Subject Shares ); provided that where the Closing is delayed pursuant to SECTION 9.01 and consequently the Closing Date is before the 15th day of a month, the Shareholders shall deliver to Purchaser a consolidated balance sheet of the Company prepared in good faith as of the date hereof are set forth close of business on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination last day of the Merger Agreement pursuant second to Section 8.3(b) or 8.4(b) thereof or last month immediately preceding the Closing Date, and (ii) a Competing Transaction Termination statement of aggregate revenues and page count, on a weekly basis, for each week (as defined or portion thereof) in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of period from the date of the balance sheet of the Company delivered pursuant to clause (i) of this sentence to the day before such closingdelivery. Any such purchase Not later than October 31, 1997, Xpedite shall provide the Shareholders with evidence that it has received financing commitments (subject to customary closing conditions) in an amount of at least $87,000,000. The Purchase Price will be paid by Purchaser as follows: (i) at the Closing, $57,000,000 shall be subject delivered to either Shareholders' solicitors, Hxxxxxx Suddards, or to such other persons that the Shareholders specify, whose respective bank account details will be provided to Purchaser not less than 7 days prior to the expiration of any applicable waiting period under Closing in cash by wire transfer in immediately available funds, which $57,000,000 will be applied in accordance with SECTION 9.01(b)(i); provided that the HSR Act and pre-merger approval required by the German Federal Cartel Office.amounts applied pursuant to SECTION 9.01(b)(i)

Purchase and Sale of the Shares. a. Purchaser (a) Upon the terms and subject to the conditions set forth in this Agreement, each Seller hereby agrees sells, transfers and delivers to make Buyer, and Buyer hereby purchases from each Seller, all of such Seller’s Shares as set forth on Schedule 1 attached hereto, which Shares are sold to Buyer free and clear of all Liens (other than Liens arising under applicable securities laws). (b) Buyer shall deliver to each Seller, in full payment for the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares of such Seller and subject to the provisions of this Agreement (including the Offset Right and the provisions of Section 2.1(c)), the following: (i) within ten (10) Business Days after the Effective Date, a certificate or book entry reflecting an amount of shares of Buyer’s Common Stock equal to the quotient of (x) the sum of (A) such Seller’s Preferred Dividend Amount if such Seller owns Company Preferred Stock plus (B) such Seller’s Pro Rata Percentage (less any shares subsequently acquired Pro Rata Percentage attributable to such Seller’s ownership of Employee Options to be assumed by Buyer pursuant to exercises after Section 2.2(a)) of the Upfront Consideration Amount, divided by (y) the Trailing Average Share Price calculated as of the Effective Date; and (ii) on the date hereof that is twelve (12) months following the Effective Date (such date, the “Hold-Back Payment Date”), a certificate or book entry for an amount of options or warrants to purchase shares of Buyer’s Common Stock (the "Subject “Hold-Back Shares"”) into equal to the Offer in accordance with the terms and conditions quotient of (x) such Seller’s Pro Rata Percentage (less any Pro Rata Percentage attributable to such Seller’s ownership of Employee Options to be assumed by Buyer pursuant to Section 2.2(a)) of the Offer and that it shall not withdraw any Subject Shares so tendered unless Hold-Back Amount divided by (y) the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Trailing Average Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof Price calculated as of the date hereof. The Subject Shares Effective Date; provided, however, that if, when shares of Buyer’s Common Stock would otherwise be distributed pursuant to this Section 2.1(b)(ii), there shall exist a good faith claim by Buyer to exercise the Offset Right, all or a portion of such shares as determined by Buyer (in its reasonable discretion) to represent the Damages at issue (including, if applicable, as to any specific Sellers) shall be withheld from payment until such time as the claim has been perfected, in which case the Offset Right shall apply against such portion of the date hereof are set forth on Exhibit B heretoshares at issue and the balance of any withheld portion (if applicable) shall be distributed to the Sellers (or, as applicable, to the affected Sellers) as contemplated by this Agreement. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option"c) to purchase such Stockholder's Subject Shares at a price per Share equal Notwithstanding any provision herein to the Purchase Price, exercisable in whole but not in part during the one year period after contrary: (i) termination no fractional shares of the Merger Agreement Buyer’s Common Stock shall be issued pursuant to Section 8.3(b2.1(b) or 8.4(b) thereof or (with the intended effect that any shares of Buyer’s Common Stock shall be rounded down to the nearest whole number); and (ii) a Competing Transaction Termination no Seller may assign or transfer any right to receive shares of Buyer’s Common Stock pursuant to this Agreement without the prior written consent of Buyer (as defined which may be withheld in the Merger AgreementBuyer’s sole discretion). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance . (d) The consummation of the date transactions contemplated by this Agreement (the “Closing”) is taking place simultaneously with the execution and delivery of such closing. Any such purchase shall be subject to this Agreement and the expiration delivery of any applicable waiting period under all of the HSR Act items listed in Sections 2.3 and pre-merger approval required by the German Federal Cartel Office2.4.

Purchase and Sale of the Shares. a. Purchaser hereby agrees (a) Subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions of and in reliance upon the Offer representations and that it shall not withdraw any Subject Shares so tendered unless warranties herein set forth, the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally Company agrees to sell to Merger Subeach Initial Purchaser, and Merger Sub hereby agrees each Initial Purchaser agrees, severally and not jointly, to purchasepurchase from the Company, all such Stockholder's Subject Shares at a purchase price of $48.375 per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer share (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares ; strictly for payment under the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9the Purchase Price is inclusive of the Deposit Amount (as defined below)), the number of Firm Shares set forth opposite such Initial Purchaser's name in Schedule I hereto. In connection with the purchase of the Shares from the Company, each Initial Purchaser agrees, severally and not jointly, to deposit into an account designated in the Deposit Agreement, at the request of the purchasers of the Shares and on their behalf, an amount equal to approximately 6.73% of the then outstanding shares of Class A Common Stock, and Purchase Price ($20,193,966.00). Such amount (the number of Subject Shares "Deposit Amount") shall be reduced on a share-for-share basis for sufficient, together with the earnings thereon, to pay any Shares owned by Purchaser or any affiliate thereof as of quarterly cash payment required to be made under the date hereof. The Subject Shares as of Deposit Agreement through the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination Deposit Expiration Date (as defined in the Merger Deposit Agreement). (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Initial Purchasers to purchase, severally and not jointly, up to 1,200,000 Additional Shares at the Purchase Price and upon delivery of the Deposit Amount relating to such Additional Shares into the deposit account specified in and pursuant to the terms of the Deposit Agreement. In Said option may be exercised only to cover over-allotments in the event Purchaser wishes to exercise sale of the Option, Purchaser shall send a written notice to each Stockholder specifying Firm Shares by the place, date and Initial Purchasers. Said option may be exercised in whole or in part at any time for (but not more than once) on or before the closing of such purchase at least 5 business days in advance of 30th day after the date of such closingthe Final Memorandum upon written or telephonic notice by the Representatives (on behalf of the Initial Purchasers) to the Company setting forth the number of Additional Shares as to which the several Initial Purchasers are exercising the option and the date of settlement and delivery of the related Deposit Amount. Any such purchase Delivery of certificates for the Additional Shares by the Company and payment therefor to the Company and delivery of the related Deposit Amount shall be made as provided in Section 3 hereof. The percentage of the Additional Shares to be purchased by each Initial Purchaser shall be the same percentage of the total number of shares of the Additional Shares to be purchased by the several Initial Purchasers as such Initial Purchaser is purchasing of the Firm Shares, subject to the expiration of such adjustments as you in your absolute discretion shall make to eliminate any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Officefractional shares.

Purchase and Sale of the Shares. a. Purchaser hereby agrees On the basis of the representations, warranties, agreements and covenants herein contained and subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions of herein set forth, (a) the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally Company agrees to sell to Merger Subeach of the Underwriters, and Merger Sub hereby each of the Underwriters agrees, severally and not jointly, to purchase from the Company at a purchase price per share of $_________, the number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto, and (b) in the event and to the extent that the Underwriters shall elect to purchase Optional Shares as provided below, the Company agrees to purchasesell to each of the Underwriters, all such Stockholder's Subject Shares and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a the purchase price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions share set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions clause (other than the Minimum Conditiona) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this AgreementSection 2, exceed 49.9% that portion of the then outstanding shares of Class A Common Stock, and the number of Subject Optional Shares as to which such election shall have been made (to be reduced on adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a share-for-share basis for any fraction, the numerator of which is the maximum number of Optional Shares owned by Purchaser or any affiliate thereof which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the date hereofOptional Shares which all of the Underwriters are entitled to purchase hereunder. The Subject Shares as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder Company hereby grants to Purchaser an irrevocable option (collectively, the "Option") Underwriters the right to purchase such Stockholder's Subject at their election all or less than all of the Optional Shares on a pro rata basis, at a the purchase price per Share equal share set forth in the paragraph above, for the sole purpose of covering over-allotments in the sale of the Firm Shares. Any such election to purchase Optional Shares may be exercised only once and by written notice from you to the Purchase PriceCompany, exercisable in whole but not in part during the one year given within a period of 30 calendar days after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such closing. Any such purchase shall Optional Shares are to be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required delivered, as determined by the German Federal Cartel Office.you

Purchase and Sale of the Shares. a. Purchaser (a) The Company hereby agrees to make issue and to sell to Subscriber, and Subscriber hereby agrees to purchase from the OfferCompany, Shares for the aggregate subscription amount set forth on the signature page hereto. Each Stockholder Subscriber understands that this subscription is not binding upon the Company until the Company accepts it. Subscriber acknowledges and understands that acceptance of this Subscription will be made only by a duly authorized representative of the Company executing and mailing or otherwise delivering to Subscriber at Subscriber’s address set forth herein, a counterpart copy of the signature page to this Agreement indicating the Company’s acceptance of this Subscription. The Company reserves the right, in its sole discretion for any reason whatsoever, to accept or reject this subscription in whole or in part. Following the acceptance of this Agreement by the Company, the Company shall issue and deliver to Subscriber the Shares subscribed for hereunder against payment in U.S. Dollars of the Purchase Price (as defined below). If this subscription is rejected, the Company and Subscriber shall thereafter have no further rights or obligations to each other under or in connection with this Agreement. If this subscription is not accepted by the Company on or before July 15, 2012, this subscription shall be deemed rejected; provided, however, that the Company, in its sole discretion and without notice to Subscriber, may extend such date for up to two (2) additional thirty (30) day periods. (b) Unless otherwise indicated on the Subscriber’s signature page hereto and agreed to by the Company, Subscriber has hereby severally agrees that it shall tender its deposited concurrently herewith the aggregate purchase price for the Shares set forth on the signature page hereof in an amount required to purchase and any shares subsequently acquired pay for the Shares subscribed for hereunder (the “Purchase Price”) with Ellenoff Xxxxxxxx & Schole LLP as escrow agent (the “Escrow Agent”), which amount has been paid in U.S. Dollars by wire transfer or check, subject to collection, to the order of the Escrow Agent for the benefit of the Company. Unless otherwise agreed to with the Company, Subscriber has concurrently executed an escrow agreement with the Escrow Agent and the Company (the “Escrow Agreement”), pursuant to exercises after which the date hereof of options or warrants Escrow Agent is authorized to purchase Common Stock (release Subscriber’s funds to the "Subject Shares") into the Offer in accordance with Company upon the terms and conditions contained therein. (c) Subscriber understands and acknowledges that this subscription is part of a private placement by the Offer and Company with no set minimum or maximum number of Shares, which offering is being made on a “best efforts” basis. Subscriber understands that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A payments hereunder will become immediately available to the Merger Agreement) and other conditions set forth in Exhibit A of Company once the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of Company accepts this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B heretosubscription. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Office.

Purchase and Sale of the Shares. a. Purchaser (a) The Company hereby agrees to make issue and to sell to Subscriber, and Subscriber hereby agrees to purchase from the OfferCompany __________ Shares at a price equal to $0.50 per Share (the “Share Price”) for the aggregate subscription amount set forth on the signature page hereto. For every twenty (20) Shares purchased by Subscriber, the Company will issue to Subscriber a warrant (“Warrant”) to purchase three (3) shares of the common stock of the Company, par value $0.001 per share (“Warrant Shares”). The exercise price of each Warrant shall be $0.55. Each Stockholder hereby severally agrees that it Warrant shall tender its Shares and any shares subsequently acquired pursuant to exercises be exercisable commencing six (6) months after the date hereof of options or warrants to purchase Common Stock (issuance and expiring on the "Subject Shares") into Expiration Date, as more fully described in the Offer Warrant. Further, in accordance with the terms and conditions of the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In additionWarrant, each Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, and the number of Subject Warrant Shares subject to purchase shall be permanently reduced on a share-for-share basis for any Shares owned by Purchaser the number of shares of common stock and other Company securities (including short sales and sales or any affiliate thereof as purchases of derivative securities) sold by Subscriber during such six (6) month period after the date of issuance. The Warrants are subject to a forced exercise by the Company at a price of $0.001 per Warrant Share upon notice to record holders of the date hereofWarrants, as more fully described in the Warrant and accompanying documents. The Subject Warrants are also subject to a mandatory exchange or termination in the case of certain reorganizations, mergers, or divestitures. The form of Warrant is as annexed hereto as Exhibit A. Upon acceptance of this Subscription Agreement by the Company, the Company shall issue and deliver to Subscriber a stock certificate and a Warrant evidencing the applicable number of Shares as and Warrant Shares subscribed for against payment in U.S. Dollars of the date Purchase Price (as defined below). (b) Subscriber hereby agrees to pay the aggregate purchase price (the “Purchase Price”) set forth on the signature page hereof required to purchase the Shares and Warrant subscribed for hereunder, which amount has been paid in U.S. Dollars by cash, wire transfer or check. The wiring instructions are set forth on Exhibit B heretothe signature pages. b. Each Stockholder hereby grants (c) Subscriber understands and acknowledges that this subscription is part of a private placement by the Company of up to Purchaser an irrevocable option the maximum of 24,000,000 Shares and 3,600,000 Warrant Shares (collectivelythe “Maximum Offering”). If this subscription is not accepted, whether in whole or in part, or if the Company chooses to forego the private placement, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal subscription funds held by the Company will be returned to the Purchase Price, exercisable investor (in whole but not or in part during the one year period after (ipart, as appropriate) termination of the Merger Agreement pursuant to Section 8.3(b) without interest or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Officededuction.

Purchase and Sale of the Shares. a. Purchaser hereby agrees (i) At the Closing (as defined below), and subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions hereof, the Seller will transfer, assign, sell, convey and deliver to the Purchaser, 5,405,406 Shares, free and clear of all liens, mortgages, security interests, pledge deposits, encumbrances or other similar restrictions ("Liens"), and the Purchaser will purchase the Shares from the Seller. The Shares are, and as of the Offer Closing Date will be, validly issued, fully paid and that it shall not withdraw non-assessable and free of any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its termspre-emptive rights. In additionconnection with such transfer, each Stockholder hereby severally agrees the Seller will deliver the Shares to sell be sold by it to Merger Subthe Purchaser (as provided in Section 2(a), and Merger Sub hereby agrees to purchasebelow). In consideration for the transfer of the Shares, all such Stockholder's Subject Shares at a the Purchaser shall pay the Seller an aggregate purchase price per Share equal to of $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer 200,000,022.00 (the "Purchase Price")) in cash, provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition representing a per Share price of $37.00 (as defined provided in Exhibit A Section 2(b) below). (ii) Guarantor hereby guarantees to the Merger Agreement) Seller the due and other conditions set forth in Exhibit A punctual performance, observance and discharge of the Merger Agreement having been satisfied, which conditions (other than payment obligations of the Minimum Condition) may be waived by Merger Sub Purchaser to pay the Purchase Price in its sole discretion. Notwithstanding anything to accordance with the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes terms of this Agreement, exceed 49.9% and agrees to pay to Seller the Purchase Price at the Closing in the event that, and solely to the extent that, Purchaser does not have cash on hand necessary to pay the Purchase Price at the time of the then outstanding shares Closing, it being understood that in no event shall Purchaser and Guarantor, collectively, have payment obligations pursuant to this Section 1 in excess of Class A Common Stockthe Purchase Price. The Guarantor hereby expressly waives all suretyship defenses at law and waives any requirements that the Seller or the Company exhaust all remedies against Purchaser prior to enforcing this guarantee. (b) The Seller shall keep the Purchaser apprised on a reasonably current basis (and promptly, in response to any inquiries of the Purchaser) of the status of the Merger and Spin-Off Transactions and shall provide the Purchaser with at least 20 days advance notice of the anticipated closing date of the Merger and Spin-Off Transactions (the "Merger Closing Date"). No later than 10 days prior to the Merger Closing Date, the parties shall establish an escrow account with a recognized financial institution or other recognized service provider mutually agreed to by the Purchaser and the number of Subject Seller that provides escrow services for transactions like the Secondary Sale Transaction (the "Escrow Agent"). No later than two New York City business days prior to the Merger Closing Date, the Purchaser shall cause the Purchase Price to be deposited in the Escrow Account and the Seller shall cause Computershare Trust Company, N.A., as the Company's transfer agent (the "Transfer Agent"), to deposit the Shares shall be reduced on a share-for-share basis in the Escrow Account, in each case for any Shares owned release by the Escrow Agent at the Closing, or otherwise make arrangements reasonably acceptable to Purchaser or any affiliate thereof as for the delivery of the date hereof. Shares to the Purchaser at the Closing. (c) The Subject Shares as closing of the Secondary Sale Transaction (the "Closing") shall take place virtually on the same date hereof are set forth as the Merger Closing Date, but immediately prior to the closing of the Merger on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option such date, or at such other time or place as the parties hereto shall mutually agree (collectivelythe actual day of the Closing, the "OptionClosing Date") ), subject to purchase such Stockholder's Subject Shares at a price per Share equal Section 7 below, and subject to the Purchase Price, exercisable in whole but not in part during condition that the one year period after (i) termination closing of the Purchaser's purchase of Caret Units under the Caret Subscription Agreement shall take place substantially concurrently with the Closing hereunder. If the Merger Agreement pursuant is terminated for any reason on or prior to Section 8.3(b) the Closing, or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in if the Merger Agreement). In Caret Subscription Agreement is terminated for any reason prior to the event Purchaser wishes Closing, then this Agreement shall be deemed to exercise have automatically terminated at the Optionsame time, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance none of the date of such closing. Any such purchase Seller, the Purchaser or the Company shall be subject have any further rights, obligations or liabilities to the expiration of any applicable waiting period party under the HSR Act and pre-merger approval required by the German Federal Cartel Officethis Agreement.

Purchase and Sale of the Shares. a. Purchaser (a) The Company hereby agrees to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares issue and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions of the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger SubSubscriber, and Merger Sub Subscriber hereby agrees to purchasepurchase from the Company, all such Stockholder's Subject a number of Shares at a price per Share equal to $25.50 or such higher price 0.50 per Share as may be offered by Merger Sub in the Offer (the "“Share Price”) and for the aggregate subscription amount set forth on the signature page hereto. Upon acceptance of this Subscription Agreement by the Company, the Company shall issue and deliver to Subscriber a share certificate evidencing the applicable number of Shares subscribed for against payment in U.S. Dollars of the Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition Price (as defined below). (b) Subscriber has hereby delivered and paid concurrently herewith the aggregate purchase price (the “Purchase Price”) set forth on the signature page hereof required to purchase the Shares subscribed for hereunder which amount has been paid in Exhibit A U.S. Dollars by cash, wire transfer or check, subject to collection, to “Greenkraft, Inc.” (c) Subscriber understands and acknowledges that this subscription is part of a proposed placement by the Company of up to 5,000,000 Shares, which offering is being made on a “best efforts” basis (the “Offering”). During the Offering Period, funds will be held in an account established by the Company and released at the discretion of the Company from time to time. If a subscription is not accepted, whether in whole or in part, the subscription funds held therein will be returned to the Merger Agreementinvestor without interest or deduction. (d) and other conditions set forth Subscriber agrees that will not offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in Exhibit A the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Subscribe or any affiliate of the Merger Agreement having been satisfiedSubscriber or any person in privity with the Subscriber or any affiliate of the Subscriber), which conditions (other than directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or publicly announce an intention to effect any such transaction, with respect to the contrary herein, Shares for a period ending eighteen-months after the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes date of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Subscriber understands that each certificate representing the Shares as of will be endorsed with the date hereof are set forth on Exhibit B heretofollowing legend: THE SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH UNDER SECTION 1(D) OF THAT CERTAIN SUBSCRIPTION AGREEMENT DATED _______ __, 2014 BETWEEN GREENKRAFT, INC. AND THE SUBSCRIBER SET FORTH THEREIN. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Office.

Purchase and Sale of the Shares. a. Purchaser hereby agrees to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with Upon the terms and conditions of the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9at the Closing, the Seller Entities shall sell to the Purchaser, and the Purchaser shall purchase from the Seller Entities, (a) shares of the US Parent Subsidiary representing 100% of the then issued and outstanding shares of Class A Common Stock, and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof US Parent Subsidiary as of the date hereof. The Subject Shares Closing Date, (b) shares of the SA Company representing 10% of the issued and outstanding shares of the SA Company as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants Closing Date, and (c) shares of the UK Subsidiary representing 10% of the issued and outstanding shares of the UK Subsidiary as of the Closing Date (the “Shares”), in each case after giving effect to the Internal Reorganization and simultaneously therewith, UK Parent Subsidiary shall acquire the Purchaser an irrevocable option Common Stock (subject to Section 2.02(b)) (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to “Transaction”). Notwithstanding anything else in this Agreement, in connection with the Purchase PriceTransaction, exercisable in whole but not in part during the one year period after (i) termination Purchaser, the US Parent Subsidiary and the Target Subsidiaries shall not assume and shall not be responsible to pay, perform or discharge any liability, obligation or commitments of any nature related to any assets owned by the Seller Entities or related to any Contracts of the Merger Agreement pursuant Seller Entities or with respect to Section 8.3(b) any employees or 8.4(b) thereof consultants of the Seller Entities unless with respect to assets and Contracts, such assets or Contracts are used primarily for the benefit of the Business in the Target Markets and (ii) a Competing Transaction Termination (as defined in Purchaser, the Merger Agreement)US Parent Subsidiary and the Target Subsidiaries shall have no liability for any Taxes or other liabilities, expenses or other amounts related to the Internal Reorganization. In For the event Purchaser wishes avoidance of doubt, Taxes related to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase Internal Reorganization shall be subject to determined taking into account any tax attribute (including net operating losses, net capital losses, investment tax credits, foreign tax credits, charitable deductions or any other credit or tax attribute) available for use on any Tax Return on which any income or gain resulting from the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel OfficeInternal Reorganization is reported.

Purchase and Sale of the Shares. a. Purchaser hereby agrees Subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions of this Agreement, on the Offer Closing Date, BBI shall purchase, and that it the Stockholder shall not withdraw sell to BBI, the Shares, free and clear of any Subject Shares so tendered unless Lien, in exchange for the Merger Agreement is terminated in accordance with its termspurchase price as specified below. In additionAt the Closing, the Stockholder shall deliver or cause to be delivered to BBI the certificate(s) representing the Shares, each properly endorsed for transfer to BBI and BBI shall deliver to the Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to the aggregate sum of $25.50 or such higher price per Share as may be offered 600,000 by Merger Sub in the Offer wire transfer of immediately available U.S. funds (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under . Upon the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes execution of this Agreement, exceed 49.9% BBI shall wire to an account of the then outstanding shares of Class A Common Stock, and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectivelyStockholder, the sum of $25,000 (the "OptionInitial Deposit") to purchase such Stockholder's Subject Shares at a price per Share equal be applied to the Purchase Price, exercisable which funds shall be refundable to BBI for a period of five days following the date hereof and shall be non-refundable unless prior to the end of such five day period, BBI provides written notice that the condition to closing set forth in whole but Section 8.1(g) of this Agreement has not in part been satisfied during the one year period after (iset forth in Section 8.1(g) termination of and in such event, the Merger Agreement pursuant Stockholder shall deliver the Initial Deposit back to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement)BBI. In the event Purchaser wishes BBI does not deliver the notice referenced above during such five day period, then following such five day period, the Initial Deposit shall be non-refundable In the event the Closing hereunder shall not have been consummated by July 30, 2007, BBI shall have the right to exercise extend the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for Closing hereunder for an additional 30 days following July 30, 2007 by notifying the closing Stockholder in writing or email of such purchase at least 5 business days in advance extension and wiring to the Stockholder the sum of $25,000, which amount shall be non-refundable as an "Extension Fee." Both the Initial Deposit and the Extension Fee shall be credited against the Purchase Price. Notwithstanding the foregoing, the Stockholder shall deduct from the Shares being sold and conveyed to BBI pursuant to the terms of this Agreement, a number of shares equal to 1% of outstanding shares of Common Stock of the date of such closing. Any such purchase Company immediately following the Merger based upon the capitalization table (post transaction) attached hereto as Exhibit A. In the event the Closing hereunder is not consummated for any reason, the Stockholder's sole remedy shall be subject to retain the expiration Initial Deposit and the Extension Fee, if exercised by BBI; provided, however, that in the event the Closing is not consummated as a result of any applicable waiting period the failure of the Company or the Stockholder to satisfy a condition to Closing set forth under Section 8.1, then the HSR Act Initial Deposit and pre-merger approval required by the German Federal Cartel OfficeExtension Fee, if any, shall be repaid to BBI.

Purchase and Sale of the Shares. a. Purchaser hereby agrees Subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the Offer Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $8.0750, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that it the Underwriters shall not withdraw any Subject exercise the election to purchase Optional Shares so tendered unless as provided below, the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally Company agrees to issue and sell to Merger Subeach of the Underwriters, and Merger Sub hereby agrees each of the Underwriters agrees, severally and not jointly, to purchasepurchase from the Company, all such Stockholder's Subject Shares at a the purchase price per Share equal share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to $25.50 or which such higher election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to an aggregate of 450,000 Optional Shares, at the purchase price per Share as may be offered by Merger Sub share set forth in the Offer (paragraph above, for the "Purchase Price")sole purpose of covering sales of shares in excess of the number of Firm Shares, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such obligation election to purchase is subject Optional Shares may be exercised only by written notice from you to Merger Sub having accepted the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Shares for payment under the Offer to be purchased and the Minimum Condition date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Exhibit A to the Merger AgreementSection 4 hereof) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfiedor, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, unless you and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser Company otherwise agree in writing, earlier than two or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 later than ten business days in advance of after the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Officenotice.

Purchase and Sale of the Shares. a. Purchaser hereby agrees to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares"a) into the Offer in accordance with Upon the terms and conditions of the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common StockStockholders agree to sell to the Buyer, and the number Buyer agrees to purchase from the Stockholders, all of Subject the Shares at the Closing (the “Stock Purchase”). The purchase price (the “Purchase Price”) for the Shares is $750,000, payable, and subject to adjustment as set forth below and offset as provided in Section 6.3, as follows: (i) The Buyer shall deliver to the Stockholders at Closing a cash payment in the amount of $500,000; and (ii) The Buyer shall deliver to the Stockholders at Closing a Promissory Note and Pledge Agreement of the Buyer in the principal amount of $250,000 payable to the Stockholders’ Agent, on behalf of the Stockholders, in the form attached as Exhibit A hereto (the “Promissory Note and Pledge Agreement”), which Promissory Note and Pledge Agreement shall be paid by the Buyer in two equal installments of $125,000 each, with the first such installment being paid on the date that is twelve (12) months after the Closing Date and the second such installment being paid on the date that is twenty-four (24) months after the Closing Date, together with accrued interest. (b) As additional consideration for the Stock Purchase, at Closing, the Buyer shall deliver to BankUnited, Inc. and its affiliates (“BankUnited”) a cash payment to pay-off in full the principal and interest and all other charges of indebtedness owed by the Company to BankUnited in the maximum amount of $120,000; provided, however, that to the extent that the amount owed by the Company to BankUnited exceeds $120,000, the Closing cash payment shall be reduced on by such excess amount. (c) As additional consideration for the Stock Purchase, at Closing, the Buyer shall assume the amount payable by the Company to Xxx Xxxxxxxx pursuant to a share-for-share basis for any Shares owned promissory note, made by Purchaser or any affiliate thereof the Company in the outstanding amount of approximately $110,000 as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants (d) Payment of any cash amounts required under this Section 1.1 shall be made by wire transfer of immediately available funds to Purchaser an irrevocable option (collectively, such accounts designated in writing by the "Option") to purchase such Stockholder's Subject Shares Stockholders at a price per Share equal least two Business Days prior to the Purchase PriceClosing Date. If the Stockholders do not deliver any such notice, exercisable in whole but not in part during then the one year period after (i) termination of the Merger Agreement pursuant to Buyer may make any cash payments required under this Section 8.3(b) 1.1 either by certified or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Officeofficial bank check.

Purchase and Sale of the Shares. a. Purchaser hereby agrees Subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions of this Agreement, on the Offer Closing Date, BBI shall purchase, and that it the Stockholder shall not withdraw sell to BBI, the Shares, free and clear of any Subject Shares so tendered unless Lien, in exchange for the Merger Agreement is terminated in accordance with its termspurchase price as specified below. In additionAt the Closing, the Stockholder shall deliver or cause to be delivered to BBI the certificate(s) representing the Shares, each properly endorsed for transfer to BBI and BBI shall deliver to the Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to the aggregate sum of $25.50 or such higher price per Share as may be offered 600,000 by Merger Sub in the Offer wire transfer of immediately available U.S. funds (the "“Purchase Price"”), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under . Upon the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes execution of this Agreement, exceed 49.9% BBI shall wire to an account of the then outstanding shares of Class A Common Stock, and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectivelyStockholder, the "Option"sum of $25,000 (the “Initial Deposit”) to purchase such Stockholder's Subject Shares at a price per Share equal be applied to the Purchase Price, exercisable which funds shall be refundable to BBI for a period of five days following the date hereof and shall be non-refundable unless prior to the end of such five day period, BBI provides written notice that the condition to closing set forth in whole but Section 8.1(g) of this Agreement has not in part been satisfied during the one year period after (iset forth in Section 8.1(g) termination of and in such event, the Merger Agreement pursuant Stockholder shall deliver the Initial Deposit back to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement)BBI. In the event Purchaser wishes BBI does not deliver the notice referenced above during such five day period, then following such five day period, the Initial Deposit shall be non-refundable In the event the Closing hereunder shall not have been consummated by July 30, 2007, BBI shall have the right to exercise extend the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for Closing hereunder for an additional 30 days following July 30, 2007 by notifying the closing Stockholder in writing or email of such purchase at least 5 business days in advance extension and wiring to the Stockholder the sum of $25,000, which amount shall be non-refundable as an “Extension Fee.” Both the Initial Deposit and the Extension Fee shall be credited against the Purchase Price. Notwithstanding the foregoing, the Stockholder shall deduct from the Shares being sold and conveyed to BBI pursuant to the terms of this Agreement, a number of shares equal to 1% of outstanding shares of Common Stock of the date of such closing. Any such purchase Company immediately following the Merger based upon the capitalization table (post transaction) attached hereto as Exhibit A. In the event the Closing hereunder is not consummated for any reason, the Stockholder’s sole remedy shall be subject to retain the expiration Initial Deposit and the Extension Fee, if exercised by BBI; provided, however, that in the event the Closing is not consummated as a result of any applicable waiting period the failure of the Company or the Stockholder to satisfy a condition to Closing set forth under Section 8.1, then the HSR Act Initial Deposit and pre-merger approval required by the German Federal Cartel OfficeExtension Fee, if any, shall be repaid to BBI.

Purchase and Sale of the Shares. a. Purchaser hereby agrees Subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions ------------------------------- and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to you and each other International Manager, severally and not jointly, and you and each other International Manager agree, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the number of Initial Shares set forth opposite such International Manager's name in Schedule II hereto plus any additional number of Option Shares which such International Manager may become obligated to purchase pursuant to the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its termsprovisions of Section 9 hereof. In addition, each Stockholder on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the International Managers, severally agrees and not jointly, to sell purchase up to Merger Subthe number of additional shares of Common Stock set forth on Schedule I hereto at the price set forth on Schedule I hereto. The option hereby granted will expire 30 days after the date of this Underwriting Agreement, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by Merger Sub in the Offer (Lead Managers to the "Purchase Price"), provided that such obligation Company setting forth the number of Option Shares as to purchase is subject to Merger Sub having accepted Shares for payment under which the Offer International Managers are then exercising the option and the Minimum Condition time, date and place of payment and delivery for such Option Shares. Any such time and date of delivery (as defined a "Date of Delivery") shall be determined by the Lead Managers, but shall not be later than seven full business days after the exercise of said option, nor in Exhibit A any event prior to the Merger Agreement) Closing Date, as hereinafter defined, unless otherwise agreed upon by the Lead Managers and other conditions the Company. If the option is exercised as to all or any portion of the Option Shares, the Option Shares shall be sold by the Company and shall be purchased by the International Managers, severally and not jointly, in proportion to their respective Initial Share underwriting obligations as set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B heretoSchedule II. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Office.

Purchase and Sale of the Shares. a. Immediately prior to Closing, the Seller shall cause the Company to take all necessary action pursuant to and in strict compliance with the requirements of the DGCL and the Company’s certificate of incorporation to effect a “reverse split” of the Company’s outstanding common and preferred shares, with the Company to pay cash after the Closing for any fractional shares that would otherwise be held by the Minority Shareholders pursuant to Section 155 of the DGCL (the “Reverse Split”) in an aggregate amount equal to the Reverse Split Payment. b. Effective as of the Closing, Seller shall terminate the Amended and Restated AlphaGraphics, Inc. 2013 Stock Option Plan, terminate all Stock Option Agreements, and ensure that all options and rights issued under that plan (including options and rights issued to Mx. Xxxxx and Mx. Xxxxx (collectively, the “Option Holders”) are extinguished. In furtherance of the foregoing, the Seller shall cause the Company to enter into the Option Cancellation Agreements with each of the Option Holders, with the Company to pay cash after the Closing to the Option Holders in an aggregate amount equal to the Option Cancellation Payment in accordance with the Option Cancellation Agreements, subject to all required Tax and other mandatory withholdings. The Purchaser hereby agrees shall cause the Company to make such payment and withhold all applicable Taxes and other mandatory withholdings on the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after entire amount of the date hereof of options or warrants to purchase Common Stock Option Redemption Payment (as such term is defined in the "Subject Shares"Option Cancellation Agreement) into the Offer in accordance with the terms and conditions of the Offer Option Cancellation Agreements. c. Pursuant and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes terms of this Agreement, exceed 49.9% of at Closing, the then outstanding shares of Class A Common StockSeller shall sell, and the number Purchaser (or its nominee) shall purchase for the Cash Consideration, all legal and beneficial title to the Shares outstanding as of Subject Shares Closing, together with all rights attached or accruing to the Shares, free from all Encumbrances and from all other rights or claims exercisable by any Third Party or any Minority Shareholder. d. After the Closing, the Purchaser shall be reduced on a share-for-share basis for any Shares owned by Purchaser entitled to exercise all rights attached or accruing to the Shares, including the right to receive all dividends, distributions or any affiliate thereof as return of capital declared, paid or made by the Company’s competent body. e. The Seller waives all rights of preemption over any of the date hereof. The Subject Shares as conferred upon the Seller by the constitutional documents of the date hereof Company or in any other way, and undertakes to take all steps necessary to ensure that all rights of preemption over the Shares are waived. f. The Purchaser reserves the right to appoint a nominee, which shall be an Affiliate of the Purchaser, to effect the purchase of the Shares, provided that the Purchaser shall remain jointly and severally liable with the nominee for the due and punctual fulfillment by the nominee of its obligations to complete the purchase of the Shares and to pay the Cash Consideration in accordance with the terms of this Agreement. If the Purchaser elects to appoint a nominee, the Purchaser shall notify the Seller at least three (3) Business Days prior to Closing. g. Further details of the Closing and the actions to be undertaken by the Parties in connection with Closing are set forth in Section 4 below and on Exhibit B heretoSchedule 1, Closing Matters. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Office.

Purchase and Sale of the Shares. a. (i) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each of the Forward Seller (with respect to the Borrowed Underwritten Shares) and the Company (with respect to any Company Top-Up Underwritten Shares), severally and not jointly, agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Forward Seller (with respect to the Borrowed Underwritten Shares) and the Company (with respect to any Company Top-Up Underwritten Shares) the respective number of Underwritten Shares set forth in Schedule I-A hereto opposite its name at $151.74 per share (the “Purchase Price”). (ii) On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwriters shall have the option to purchase pursuant to clause (A) or clause (B) below, as applicable, severally and not jointly, the Option Shares, at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares (the “Option Purchase Price”). The Representative may exercise the option, on behalf of the Underwriters, to purchase Option Shares at any time in whole or from time to time in part by giving written notice to the Company not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Option Shares to be purchased by the Underwriters and the date on which such Option Shares are to be purchased. Each purchase date must be at least one but within three (3) business days after the written notice is given and may not be earlier than the Closing Date nor later than ten business days after the date of such notice. Following delivery of an exercise notice: (A) The Company may, in its sole discretion, within one business day after such notice is given, execute and deliver to the Forward Seller an additional letter agreement substantially in the form attached hereto as Schedule II-A between the Company and the Forward Purchaser (the “Additional Forward Sale Agreement”) providing for the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in such Additional Forward Sale Agreement), of a number of shares of Common Stock equal to the aggregate number of Option Shares being purchased by the Underwriters from the Forward Seller pursuant to the exercise of such option. Upon the Company’s execution and delivery to the Forward Seller of such Additional Forward Sale Agreement, the Forward Purchaser shall promptly execute and deliver such Additional Forward Sale Agreement to the Company, and upon such execution and delivery to the Company, on the basis of the representations, warranties and agreements contained herein, and subject to the conditions stated herein, the Forward Seller (or, in the case of any Company Top-Up Option Shares, the Company) hereby agrees to make sell to the Offer. Each Stockholder hereby severally agrees that it shall tender its several Underwriters such number of Option Shares at the Option Purchase Price. (B) If the Company does not timely execute and any shares subsequently acquired deliver the Additional Forward Sale Agreement pursuant to exercises after clause (A) above, then on the date hereof basis of options or warrants the representations, warranties and agreements contained in this Agreement, and subject to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions stated herein, the Company hereby agrees to sell to the several Underwriters the aggregate number of Option Shares with respect to which the option is being exercised at the Option Purchase Price. On each Date of Delivery, if any, each Underwriter agrees, severally and not jointly, on the basis of the Offer representations, warranties and agreements set forth herein and subject to the conditions set forth herein, to purchase from the Company or the Forward Seller, as applicable, at the Option Purchase Price, the number of Option Shares that bears the same ratio to the aggregate number of Option Shares being purchased on such Date of Delivery as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule I-A hereto (or such number increased as set forth in Section 14 hereof) bears to the aggregate number of Underwritten Shares being purchased by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. (b) If (i) any of the representations and warranties of the Company contained in Section 5 hereof or any certificate delivered by the Company pursuant hereto are not true and correct as of the Closing Date as if made as of the Closing Date, (ii) the Company has not performed all of the obligations required to be performed by it under this Agreement on or prior to the Closing Date, (iii) any of the conditions set forth in Section 10 hereof have not been satisfied on or prior to the Closing Date, (iv) this Agreement shall have been terminated pursuant to Section 11 hereof on or prior to the Closing Date or the Closing Date shall not have occurred, (v) any of the conditions set forth in Section 6 of the Forward Sale Agreement shall not have been satisfied on or prior to the Closing Date, (vi) any of the representations and warranties of the Company under the Forward Sale Agreement are not true and correct as of the Closing Date as if made as of the Closing Date or (vii) the Company has not delivered to the Forward Purchaser an opinion of counsel with respect to matters set forth in Section 3(a) of the 1992 ISDA Master Agreement (Multicurrency—Cross Border), as published by the International Swaps and Derivatives Association, Inc. (the “1992 ISDA Master Agreement”), as they relate to the Forward Sale Agreement, and that it shall the maximum number of shares of Common Stock initially issuable under the Forward Sale Agreement have been duly authorized and, upon issuance pursuant to the terms of the Forward Sale Agreement, will be validly issued, fully paid and nonassessable on or prior to the Closing Date (clauses (i) through (vii), together, the “Conditions”), the Forward Seller, in its sole discretion, may elect not withdraw any Subject Shares so tendered unless to borrow and deliver for sale to the Merger Agreement is terminated in accordance with its termsUnderwriters the Borrowed Underwritten Shares. In addition, in the event that (A) in connection with establishing its commercially reasonable hedge position the Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Borrowed Underwritten Shares, or (B), in the Forward Purchaser’s sole judgment, the Forward Seller or its affiliate would incur a stock loan cost of more than 200 basis points per annum with respect to all or any portion of such shares to do so, then, in each Stockholder hereby severally agrees case, the Forward Seller shall only be required to sell deliver for sale to Merger Subthe Underwriters on the Closing Date the aggregate number of shares of Common Stock that the Forward Seller or its affiliate is able to so borrow in connection with establishing its commercially reasonable hedge position at or below such cost. (c) If the Company has entered into an Additional Forward Sale Agreement with the Forward Purchaser pursuant to Section 2(a)(ii)(A) hereof, and Merger Sub hereby agrees (i) any of the representations and warranties of the Company contained in Section 5 hereof or any certificate delivered by the Company pursuant hereto are not true and correct as of the relevant Date of Delivery as if made as of such Date of Delivery, (ii) the Company has not performed all of the obligations required to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 be performed by it under this Agreement on or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A prior to the Merger Agreementrelevant Date of Delivery, (iii) and other any of the conditions set forth in Exhibit A Section 10 hereof have not been satisfied on or prior to the relevant Date of Delivery, (iv) this Agreement shall have been terminated pursuant to Section 11 hereof on or prior to the relevant Date of Delivery or such Date of Delivery shall not have occurred, (v) any of the Merger conditions set forth in Section 6 of the Additional Forward Sale Agreement having shall not have been satisfiedsatisfied on or prior to the relevant Date of Delivery, which conditions (other than vi) any of the Minimum Conditionrepresentations and warranties of the Company under the Additional Forward Sale Agreement are not true and correct as of the relevant Date of Delivery as if made as of such Date of Delivery or (vii) may the Company has not delivered to the Forward Purchaser an opinion of counsel with respect to matters set forth in Section 3(a) of the 1992 ISDA Master Agreement, as they relate to the Additional Forward Sale Agreement, and that the maximum number of shares of Common Stock initially issuable under the Additional Forward Sale Agreement have been duly authorized and, upon issuance pursuant to the terms of the Additional Forward Sale Agreement, will be waived by Merger Sub validly issued, fully paid and nonassessable on or prior to the relevant Date of Delivery (clauses (i) through (vii), together, the “Additional Conditions”), then the Forward Seller, in its sole discretion. Notwithstanding anything , may elect not to borrow and deliver for sale to the contrary herein, Underwriters on the Subject Shares which are shares relevant Date of Class A Common Stock, shall notDelivery the Borrowed Option Shares. In addition, in the aggregate event that (A) in connection with establishing its commercially reasonable hedge position the Forward Seller or an affiliate thereof is unable, after using commercially reasonable efforts, to borrow and deliver for all purposes sale under this Agreement a number of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, and Stock equal to the number of Subject Shares shall be reduced on Borrowed Option Shares, or (B), in the Forward Purchaser’s sole judgment, the Forward Seller or its affiliate would incur a share-for-share stock loan cost of more 200 basis for any Shares owned by Purchaser points per annum with respect to all or any portion of such shares to do so, then, in each case, the Forward Seller shall only be required to deliver for sale to the Underwriters on the relevant Date of Delivery the aggregate number of shares of Common Stock that the Forward Seller or its affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B heretois able to so borrow in connection with establishing its commercially reasonable hedge position at or below such cost. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option"d) to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after If (i) termination of the Merger Agreement Forward Seller elects, pursuant to Section 8.3(b2(b) or 8.4(b) thereof hereof, not to borrow and deliver for sale to the Underwriters on the Closing Date the total number of Borrowed Underwritten Shares, or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In Forward Purchaser has entered into an Additional Forward Sale Agreement with the event Purchaser wishes Company pursuant to exercise Section 2(a)(ii)(A) hereof and the OptionForward Seller elects, Purchaser shall send a written notice pursuant to each Stockholder specifying the placeSection 2(c) hereof, date not to borrow and time deliver for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject sale to the expiration Underwriters on the relevant Date of any applicable waiting period under Delivery the HSR Act and pre-merger approval required by total number of Borrowed Option Shares for such Date of Delivery, the German Federal Cartel OfficeForward Seller will use its commercially reasonable efforts to notify the Company no later than 5:00 p.m., New York City time, on the business day prior to the Closing Date or such Date of Delivery, as the case may be.

Purchase and Sale of the Shares. a. Purchaser hereby agrees Subject to make the Offer. Each Stockholder hereby terms and conditions herein set forth, (a) the Company and each of the Selling Stockholders agree, severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant not jointly, to exercises after sell to each of the date hereof Underwriters, and each of options or warrants the Underwriters agrees, severally and not jointly, to purchase Common Stock from the Company and each of the Selling Stockholders, at a purchase price per share of $26.97, the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the "Subject Shares"aggregate number of Shares to be sold by the Company and each of the Selling Stockholders as set forth opposite their respective names in Schedule IIA hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and all of the Selling Stockholders hereunder and (b) into in the Offer event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Selling Stockholders named in Schedule IIB agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholders named in Schedule IIB, at the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. If the Underwriters elect to purchase some or all of the Optional Shares in accordance with the terms and conditions of the Offer and that it this Agreement, then each Selling Stockholder named in Schedule IIB shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees be committed to sell to Merger Subthe Underwriters the number of Optional Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Optional Shares that the Underwriters have elected to purchase by a fraction, the numerator of which is the number of Optional Shares set forth opposite the name of such Selling Stockholder in Schedule IIA hereto and Merger Sub the denominator of which is the maximum number of Optional Shares that may be sold by the Selling Stockholders as set forth in Schedule IIA to the Underwriters. The Selling Stockholders named in Schedule IIB, severally and not jointly, hereby agrees grant to purchasethe Underwriters the right to purchase at their election up to 1,725,000 Optional Shares in the aggregate, all such Stockholder's Subject Shares at a the purchase price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub share set forth in the Offer (paragraph above, for the "Purchase Price")sole purpose of covering sales of shares in excess of the number of Firm Shares, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such obligation election to purchase is subject Optional Shares may be exercised only by written notice from you to Merger Sub having accepted Shares for payment under the Offer Company and the Minimum Condition Attorneys-in-Fact for the Selling Stockholders, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Exhibit A to the Merger AgreementSection 4 hereof) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfiedor, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, unless you and the number of Subject Shares shall be reduced on a shareAttorneys-forin-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time Fact for the closing of such purchase at least 5 Selling Stockholders otherwise agree in writing, earlier than two or later than ten business days in advance of after the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Officenotice.

Purchase and Sale of the Shares. a. Purchaser hereby agrees Subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions herein set forth, (a) each of the Offer Selling Stockholders agrees, severally and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In additionjointly, each Stockholder hereby severally agrees to sell to Merger Subeach of the Underwriters, and Merger Sub hereby agrees the Underwriters agree to purchasepurchase from each of the Selling Stockholders, all such Stockholder's Subject Shares at a purchase price per share of $20.25 (the “Purchase Price”), the Firm Shares and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, each of the Selling Stockholders agrees, severally and not jointly, to sell to the Underwriters, and the Underwriters agree to purchase from each of the Selling Stockholders, at the Purchase Price (provided that the Purchase Price per Optional Share shall be reduced by an amount per share equal to $25.50 any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares), the number of Optional Shares as to which such higher price election shall have been exercised. The Selling Stockholders, as and to the extent indicated in Schedule II hereto, hereby grant, severally and not jointly, to the Underwriters the right to purchase at their election up to 1,875,000 Optional Shares, at the Purchase Price (provided that the Purchase Price per Optional Share as shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares). Any such election to purchase Optional Shares shall be made in proportion to the number of Optional Shares to be sold by each Selling Stockholder. Any such election to purchase Optional Shares may be offered exercised only by Merger Sub in written notice from you to the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer Company and the Minimum Condition Selling Stockholders, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the Time of Delivery (as defined in Exhibit A below) or, unless you and the Company and the Selling Stockholders otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. Upon the authorization by you of the release of the Shares, the Underwriters propose to offer the Merger Agreement) Shares for sale upon the terms and other conditions set forth in Exhibit A the Pricing Disclosure Package and the Prospectus. The Shares to be purchased by each Underwriter hereunder, in definitive or book-entry form, and in such authorized denominations and registered in such names as the Underwriters may request upon at least forty-eight hours’ prior notice to the Company and the Selling Stockholders shall be delivered by or on behalf of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything Selling Stockholders to the contrary hereinUnderwriters, through the facilities of the Depository Trust Company (“DTC”), for the account of the Underwriter, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer of Federal (same-day) funds to the accounts specified by the Selling Stockholders to the Underwriters at least forty-eight hours in advance. The Company and the Selling Stockholders will cause the certificates, if any, representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery or Option Time of Delivery (as defined below), as the case may be, at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York time, on December 16, 2021 or such other time and date as the Underwriters, the Subject Company and the Selling Stockholders may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York time, on the date specified by the Representative in each written notice given by the Underwriters of the Underwriters’ election to purchase such Optional Shares, or such other time and date as the Underwriters, the Company and the Selling Stockholders may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “Time of Delivery”, each such time and date for delivery of the Optional Shares, if not the Time of Delivery, is herein called the “Option Time of Delivery”. The documents to be delivered at the Time of Delivery and at each Option Time of Delivery, as the case may be, by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 7(l) hereof will be delivered at the offices of Xxxxxx & Xxxxxxx LLP (the “Closing Location”), and the Shares will be delivered at the Designated Office, all at such Time of Delivery or Option Time of Delivery, as the case may be. A meeting will be held at the Closing Location at 4:00 p.m., New York City time, on the New York Business Day next preceding such Time of Delivery or Option Time of Delivery, as the case may be, at which are shares meeting the final drafts of Class A Common Stock, shall not, in the aggregate documents to be delivered pursuant to the preceding sentence will be available for all review by the parties hereto. For the purposes of this AgreementSection 2, exceed 49.9% “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close. The Representative may exercise the option to purchase Optional Shares on behalf of the then outstanding shares Underwriters at any time in whole, or from time to time in part, on or before the thirtieth day following the date of Class A Common Stockthe Prospectus, by written notice. Such notice shall set forth the aggregate number of Optional Shares as to which the option is being exercised and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for when the closing Optional Shares are to be delivered and paid for, which may be the same date and time as the Time of such purchase at least 5 Delivery but shall not be earlier than the Time of Delivery nor later than the tenth full business days in advance of day (as hereinafter defined) after the date of such closingnotice. Any such At each Option Time of Delivery, each Underwriter agrees, severally and not jointly, to purchase shall be the number of Option Shares (subject to such adjustments to eliminate fractional shares as the expiration Representative may determine) that bears the same proportion to the total number of Optional Shares to be purchased at such Option Time of Delivery as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company and the Selling Stockholders acknowledge and agree that (i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company or any Selling Stockholder, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any Selling Stockholder on other matters) or any other obligation to the Company or any Selling Stockholder except the obligations expressly set forth in this Agreement, (iv) the Company and each Selling Stockholder has consulted its own legal and financial advisors to the extent it deemed appropriate, and (v) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any applicable waiting period under the HSR Act and pre-merger approval required action by the German Federal Cartel OfficeUnderwriters with respect to any entity or natural person. The Company and each Selling Stockholder agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or any Selling Stockholder, in connection with such transaction or the process leading thereto.

Purchase and Sale of the Shares. a. Purchaser hereby agrees (a) Subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions of this Agreement, the Offer Seller agrees to sell and that it shall not withdraw any Subject the Purchaser agrees to purchase the Shares so tendered unless at the Merger Agreement is terminated purchase price of $344,160 (the “Purchase Price”). (b) The Seller and Purchaser agree to appoint Txxxxxxx Worth, LLC, as escrow agent (the “Escrow Agent”) to receive, hold and administer the Purchase Price and the Shares pursuant to and in accordance with its terms. In additionthe Escrow Agreement attached hereto as Exhibit A (the “Escrow Agreement”). (c) On or before 17:00 p.m. Axxxxxx, each Stockholder Xxxxxxx (XXX) local time on April 21, 2017, the Purchaser shall deliver to the Escrow Agent the Purchase Price and instructions to, as soon as possible following the receipt from Seller of all items Seller is required to deliver to the Escrow Agent pursuant to Section 2(d), release the escrow and close the purchase and sale of the Shares contemplated hereby severally in accordance with the Escrow Agreement, by releasing from escrow and disbursing to Seller the Purchase Price pursuant to the Seller’s instructions and releasing to Purchaser the Shares certificate and assignment (the “Closing”). (d) On or before 17:00 p.m. Axxxxxx, Xxxxxxx (XXX) local time on April 28, 2017, the Seller shall deliver to the Escrow Agent (i) a certificate evidencing the Shares, (ii) an assignment duly executed by Seller pursuant to which Seller agrees to sell assign, transfer and deliver the Shares to Merger SubPurchaser or such other person or entity as the Purchaser may direct, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at (iii) a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares direction for payment under of the Offer Purchase Price to an account designated by Seller, to be held and released by the Escrow Agent in accordance with the Escrow Agreement. (e) The following items shall be conditions precedent to the Closing: (i) the Seller and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, Purchaser shall not, in the aggregate for all purposes of have executed this Agreement, exceed 49.9% of ; (ii) the then outstanding shares of Class A Common Stock, Seller and the number Purchaser shall have executed the Escrow Agreement; (iii) receipt by the Escrow Agent of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during ; and (iv) receipt by the one year period after (i) termination Escrow Agent of the Merger Agreement pursuant to Section 8.3(b) certificate evidencing the Shares being purchased with duly endorsed stock powers or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined assignments in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance name of the date of Purchaser or such closing. Any such purchase shall be subject to other person or entity as the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel OfficePurchaser may direct.

Purchase and Sale of the Shares. a. Purchaser hereby agrees Subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions of the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally herein set forth: (a) The Company agrees to issue and sell to Merger Subthe Underwriters, and Merger Sub hereby agrees the Underwriters agree to purchasepurchase from the Company, all such Stockholder's Subject the Firm Shares at a purchase price per Share equal share of $[ ]. (b) In the event and to $25.50 or such higher the extent that the Underwriters shall exercise the election to purchase Optional Shares provided in Section 3(c) below, the Company agrees to issue and sell to the Underwriters, and the Underwriters agree to purchase from the Company, at the purchase price per Share share set forth in Section 3(a), the number of Optional Shares as to which such election shall have been exercised. (c) The Company hereby grants to the Underwriters the right to purchase at their election up to [ ] Optional Shares, at the purchase price per share set forth in Section 3(a), for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares may be offered exercised only by Merger Sub in written notice from the Offer (Underwriters to the "Purchase Price")Company, provided that such obligation given within a period not later than [ ] days after the date of this Agreement, which notice shall specify the aggregate number of Optional Shares to purchase is subject to Merger Sub having accepted Shares for payment under the Offer be purchased and the Minimum Condition date on which such Optional Shares are to be delivered, as determined by the Underwriters but in no event earlier than the First Time of Delivery (as defined in Exhibit A to Section 5 hereof) nor later than [ ] Business Days (as defined in Section 5) after the Merger Agreementdate of such notice. (d) and other conditions set forth in Exhibit A [The Company hereby agrees that, without the prior written consent of the Merger Agreement having been satisfiedUnderwriters, which conditions may not be unreasonably withheld, it will not, during the period commencing on the date hereof and ending on [ ], (other than the Minimum Conditioni) may be waived by Merger Sub in its sole discretion. Notwithstanding anything offer, pledge, sell, contract to the contrary hereinsell, the Subject Shares which are sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, shall notwhether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (w) the aggregate for all purposes sale by the Underwriters of this any share of Common Stock pursuant to the Underwriting Agreement, exceed 49.9% (x) any issuance of the then outstanding shares of Class A Common Stock, and options, or other securities or rights pursuant to any employee or director compensation, option, dividend reinvestment, savings, benefit or other plan or arrangement of the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof Company existing as of the date hereof. The Subject Shares as of the date hereof are set forth Underwriting Agreement, (y) any issuances upon exercise, conversion or exchange of any securities or obligations outstanding on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration Underwriting Agreement, and (z) an additional issuance of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Officeequity securities aggregating not more than $[ ].]

Purchase and Sale of the Shares. a. Purchaser hereby agrees (a) Subject to make the Offer. Each Stockholder hereby severally terms and conditions herein set forth, the Company agrees that it shall tender its Shares will issue and any sell to the Purchasers, and each of the Purchasers agrees that it will acquire from the Company, on the First Closing Date, that number of shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Series F Preferred Stock set forth opposite each Purchaser's name on Schedule 1 hereto (the "Subject Initial Shares") into and the Offer number of Investor Warrants set forth opposite such Purchaser's name on Schedule 1. The Initial Shares shall have the powers, rights and preferences set forth in the Certificate of Amendment. The aggregate purchase price for the Initial Shares and the Investor Warrants shall be $10,250,000, and the purchase price to be paid by each Purchaser for the Initial Shares and Investor Warrants to be purchased by it shall equal the product of (i) $5.00 and (ii) the number of Initial Shares set forth opposite such Purchaser's name on Schedule 1. (b) Subject to the terms and conditions herein set forth, the Company agrees that it will issue and sell to the Purchasers, and each of the Purchasers agrees that it will acquire from the Company, on one or more Additional Closing Dates, that number of shares of Series F Preferred Stock that bears the same proportion to the total number of shares of Series F Preferred Stock being sold on such Additional Closing Date as the number of Initial Shares purchased by such Purchaser bears to 2,050,000, at a purchase price of $5.00 per share, it being understood that the aggregate number of shares of Series F Preferred Stock to be issued and sold on all Additional Closing Dates shall not exceed 2,050,000 (the "Additional Shares"). The Additional Shares shall have the powers, rights and preferences set forth in the Certificate of Amendment. No Purchaser shall be obligated to purchase, at any Additional Closing, a number of Additional Shares which exceeds such Purchaser's Remaining Share Commitment. The price of $5.00 per share set forth herein with respect to the Additional Shares, as well as the maximum number of Additional Shares to be sold hereunder, are subject to adjustment in the case of any stock split, reverse stock split or the like with respect to the Series F Preferred Stock. (c) Subject to the terms and conditions herein set forth, the Company agrees that it will issue and sell, in accordance with the terms provisions of Section 2.3 hereof, on the Default Shares Closing Date, the Default Shares. The Default Shares shall have the powers, rights and conditions of the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions preferences set forth in Exhibit A the Certificate of Amendment. The aggregate purchase price for the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may Default Shares shall be waived by Merger Sub in its sole discretion. Notwithstanding anything equal to the contrary herein, the Subject purchase price per share for such Default Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, and times the number of Subject Default Shares being purchased. The Initial Shares, the Additional Shares and the Default Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof collectively referred to herein as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "OptionShares") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Office.

Purchase and Sale of the Shares. a. Purchaser hereby agrees to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares"a) into the Offer in accordance with Upon the terms and conditions of the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% of at the then outstanding shares of Class A Common StockClosing (defined below), GGAC shall purchase from the Sellers, and the Sellers shall sell, assign, transfer and deliver to GGAC, the Shares (the “Purchase”), free and clear of any Liens. At the Closing, in consideration for the sale and transfer of the Existing Shares and Option Shares by the Sellers to GGAC, GGAC shall pay to the Sellers an aggregate of 10,035,970 ordinary shares, par value $0.0001 per share (“GGAC Ordinary Shares”), of GGAC, which number of Subject GGAC Ordinary Shares shall may be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants adjusted pursuant to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement following sentence (the “Purchase Consideration”). The Purchase Consideration represents an exchange ratio (as it may be adjusted pursuant to Section 8.3(b1.8, the “Exchange Ratio”) of one GGAC Ordinary Share for each 6.6996 Shares; provided that (i) in the event a Seller’s pro rata portion of the Purchase Consideration results in a fractional number of GGAC Ordinary Shares, any fraction that is less than one half will be rounded down to the next whole number and any fraction that is one half or 8.4(bmore will be rounded up to the next whole number and (ii) thereof since the Purchase Consideration is fixed, the Exchange Ratio shall be adjusted to the extent Additional Shares are issued pursuant to the Company Subscription Rights, up to a maximum exchange ratio of 7.0347 if all Company Subscription Rights are exercised for Additional Shares. (b) Certificates evidencing the Purchase Consideration shall bear customary transfer restrictions and shall note the restrictions and obligations set forth in Section 1.7 hereof. (c) The Purchase Consideration shall be allocated and delivered to each Seller as provided in Schedule 1.1(c) of the Company Schedule. (d) In the event that the number of GGAC Ordinary Shares representing the Purchase Consideration is adjusted pursuant to Section 1.1(a)(i) or (ii), the Company shall deliver to GGAC an updated Schedule 1.1(c) a Competing Transaction Termination (as defined in reflecting the Merger Agreement). In adjusted allocation of the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice Purchase Consideration to each Stockholder specifying the place, date and time for the closing of such purchase Seller at least 5 three (3) business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Officebefore Closing.

Purchase and Sale of the Shares. a. Purchaser hereby agrees Subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions ------------------------------- and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to you and each other U.S. Underwriter, severally and not jointly, and you and each other U.S. Underwriter agree, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the number of Initial Shares set forth opposite such U.S. Underwriter's name in Schedule II hereto plus any additional number of Option Shares which such U.S. Underwriter may become obligated to purchase pursuant to the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its termsprovisions of Section 9 hereof. In addition, each Stockholder on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the U.S. Underwriters, severally agrees and not jointly, to sell purchase up to Merger Subthe number of additional shares of Common Stock set forth on Schedule I hereto at the price set forth on Schedule I hereto. The option hereby granted will expire 30 days after the date of this Underwriting Agreement, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by Merger Sub in the Offer (Representatives to the "Purchase Price"), provided that such obligation Company setting forth the number of Option Shares as to purchase is subject to Merger Sub having accepted Shares for payment under which the Offer U.S. Underwriters are then exercising the option and the Minimum Condition time, date and place of payment and delivery for such Option Shares. Any such time and date of delivery (as defined a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in Exhibit A any event prior to the Merger Agreement) Closing Date, as hereinafter defined, unless otherwise agreed upon by the Representatives and other conditions the Company. If the option is exercised as to all or any portion of the Option Shares, the Option Shares shall be sold by the Company and shall be purchased by the U.S. Underwriters, severally and not jointly, in proportion to their respective Initial Share underwriting obligations as set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B heretoSchedule II. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Office.

Purchase and Sale of the Shares. a. Purchaser hereby agrees to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with On the terms and subject to the conditions of this Agreement, at the Offer Closing (as defined in Section 1.02), (i) Seller shall sell, transfer and that it deliver to Purchaser or a direct or indirect wholly owned subsidiary of Purchaser designated in writing by Purchaser to Seller at least five business days before the Closing Date (such designee, if any, together with Sandvik AB, shall not withdraw any Subject Shares so tendered unless be the Merger Agreement is terminated "Purchaser" hereafter in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger Subthis Agreement), and Merger Sub hereby agrees to purchasePurchaser shall purchase from Seller, all such Stockholder's Subject the Shares at a for an aggregate purchase price per Share equal to of $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer 175,000,000 (the "Purchase Price"), provided that such obligation to purchase is . The Purchase Price shall be subject to Merger Sub having accepted Shares for payment under adjustment as provided in Section 1.04. Purchaser shall pay an amount equal to the Offer and Purchase Price (less the Minimum Condition Non-U.S. Subsidiary Purchase Price (as defined in Exhibit A this Section 1.01)) to Seller on the Closing Date by wire transfer of immediately available funds to an account designated in writing by Seller to Purchaser at least two business days before the Closing Date. At least 15 business days before the Closing, Purchaser, at its option, may designate one or more of its direct or indirect wholly owned subsidiaries as the purchaser of any direct or indirect subsidiary of the Acquired Company incorporated in a non-U.S. jurisdiction and a separate closing with respect to the Merger Agreement) and other conditions set forth in Exhibit A transfer of the Merger Agreement having been satisfiedshares of such subsidiary (which closing shall be solely at Purchaser's cost and expense) shall take place on the Closing Date, but prior to the Closing, at an agreed-upon location, which conditions (other than the Minimum Condition) may be waived in the jurisdiction of incorporation of such subsidiary. In connection with any such separate subsidiary closing, Purchaser shall, at such closing, pay to the Acquired Company or its designee by Merger Sub wire transfer of immediately available funds to an account designated in its sole discretionwriting by Seller to Purchaser an amount equal to the portion of the Purchase Price allocated to such non-U.S. subsidiary pursuant to Section 4.07(j)(i) (the aggregate of all such payments in connection with such separate subsidiary closings, collectively the "Non-U.S. Subsidiary Purchase Price"). Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, contained elsewhere in the aggregate for all purposes of this Agreement, exceed 49.9% of prior to the then outstanding shares of Class A Common StockClosing, and Seller shall receive from the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser Acquired Company or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser such designee, if any, immediately available funds in an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share amount equal to the Non-U.S. Subsidiary Purchase Price, exercisable in whole but not in part during reflecting all actual payments made by Purchaser to the one year period after (i) termination Acquired Company or such designee, if any, pursuant to this Section 1.01. The purchase and sale of the Merger Shares is referred to in this Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Office"Acquisition".

Purchase and Sale of the Shares. a. Purchaser hereby agrees Subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions of this Agreement, the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally Corporation agrees to sell to Merger Subthe Purchaser, and Merger Sub hereby the Purchaser agrees to purchasepurchase from the Corporation shares of common stock, all such Stockholder's Subject Shares par value $0.001 (the “Shares”) at a price per Share equal to $25.50 or such higher of $ for an aggregate purchase price per Share as may of $ . Payment by the Purchaser shall be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A made to the Merger Agreement) and other conditions set forth in Exhibit A Corporation by wire transfer of immediately available funds to a bank account designated by the Merger Agreement having been satisfied, which conditions (other than Corporation against delivery by the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything Corporation to the contrary herein, Purchaser of certificates for the Subject Shares which are shares of Class A Common Stock, shall not, in to be purchased by the aggregate for all purposes of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B heretoPurchaser. b. Each Stockholder hereby grants The offering and sale of the Shares are being made pursuant to the Registration Statement and the Prospectus (as such terms are defined below). The Purchaser acknowledges that the Corporation intends to enter into a purchase agreement with certain underwriters pursuant to which it intends to offer and sell (the “Offering”) up to an irrevocable option aggregate of shares of its Common Stock to the public pursuant to the Registration Statement and Prospectus. c. The Corporation has filed with the Securities and Exchange Commission (the “Commission”) a preliminary prospectus (the “Preliminary Prospectus”) and will file a final prospectus (collectively, the "Option"“Prospectus”) to purchase such Stockholder's Subject Shares at a price per Share equal with respect to the Purchase PriceCorporation’s registration statement on Form N-2 (File No. 333-159636) (the “Registration Statement”) reflecting the Offering, exercisable in whole but not in including all amendments thereto, the exhibits and any schedules thereto and the documents otherwise deemed to be a part during thereof or included therein by the one year period after (i) termination rules and regulations of the Merger Agreement Commission (the “Rules and Regulations”) in conformity with the Securities Act of 1933, as amended (collectively with the Rules and Regulations, the “Securities Act”), including Rule 497 thereunder. The Purchaser hereby confirms that it has had full access to the Registration Statement, the Preliminary Prospectus, and the other information incorporated by reference therein, and was able to read, review, download, and print such materials. d. The Registration Statement has been declared effective under the Securities Act; any required filing of the Prospectus pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined Rule 497 will be made in the Merger Agreement). In manner and within the event Purchaser wishes time period required by Rule 497; and no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act, no order preventing or suspending the use of the Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or threatened by the Commission. e. Closing of the purchase and sale of Shares pursuant to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for this Agreement is conditioned on the closing of such the purchase at least 5 business days in advance and sale of the date of such closing. Any such purchase shall be subject Shares pursuant to the expiration of any applicable waiting period under Offering and shall occur at the HSR Act and pre-merger approval required same time. f. The Purchaser has entered into a standard lockup agreement with the underwriters in the Offering covering all shares purchased by it from the German Federal Cartel OfficeCorporation.

Purchase and Sale of the Shares. a. Purchaser hereby (a) On the basis of the representations, warranties, and covenants contained in this Agreement, and subject to its terms and conditions, (i) the Company agrees to make issue and sell 1,850,000 Firm Shares, (ii) each Selling Stockholder agrees, severally and not jointly, to sell the Offernumber of Firm Shares set forth opposite such Selling Stockholder's name in Schedule B, and (iii) each Underwriter agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders, at a purchase price of $_____ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule A hereof. Each The obligations of the Company and the Selling Stockholder shall be several and not joint. (b) On the basis of the representations, warranties, and covenants contained in this Agreement, and subject to its terms and conditions, the Company and the Selling Stockholders hereby severally agrees that it shall tender its grant to the several Underwriters an option to purchase, solely for the purpose of covering over-allotments made in connection with the distribution and sale of the Firm Shares, the Option Shares, in amounts and proportions to be determined by the Company, at the purchase price per share as set forth in clause (a) of this Section 3. The maximum number of Option Shares to be sold by the Company and certain of the Selling Stockholders (as set forth on Schedule B) is 450,000. The option granted hereby may be exercised in whole or in part at any shares subsequently acquired pursuant time (but only once) upon written notice delivered by the Underwriters to exercises the Company and the Selling Stockholders within 30 days after the date hereof of options this Agreement setting forth the aggregate number of Option Shares to be purchased and the time and date for delivery and payment for such Option Shares, as determined by the Underwriters, but in no event earlier than either the First Closing Date (as defined in Section 5(a) below) or warrants the second full business day after the exercise of such option, nor later than the tenth business day after the date of such notice (such time and date being referred to purchase Common Stock (herein as the "Subject SharesOption Closing Date") into ). If the Offer in accordance with date of exercise of the option is three or more days before the First Closing Date, the notice of exercise shall set the First Closing Date as the Option Closing Date. Upon exercise of the option, the Company and the Selling Stockholders shall become obligated to sell to the Underwriters, and, subject to the terms and conditions of this Agreement, the Offer Underwriters shall become obligated, severally and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In additionjointly, each Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in for the Offer (account of each Underwriter, from the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer Company and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfiedSelling Stockholders, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, and the number of Subject Option Shares specified in such notice. Option Shares shall be reduced on a share-for-share basis purchased for any Shares owned by Purchaser or any affiliate thereof as the accounts of the date hereof. The Subject Underwriters in proportion to the number of Firm Shares as of the date hereof are set forth on Exhibit B opposite such Underwriter's name in Schedule A hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, except that the "Option") respective purchase obligations of each Underwriter shall be adjusted so that no Underwriter shall be obligated to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Officefractional Option Shares.

Purchase and Sale of the Shares. a. Purchaser hereby agrees to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares"a) into the Offer in accordance with Upon the terms and conditions of the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A this Agreement, at the Closing, each Seller shall sell, transfer and deliver to Buyer, and Buyer shall purchase from each Seller, all of such Seller’s Shares as set forth on the Merger Agreement having been satisfiedAllocation Schedule, which conditions Shares shall be sold to Buyer free and clear of all Liens (other than Liens arising under applicable securities laws). (b) In full payment for the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything Shares of such Seller and subject to the contrary hereinprovisions of this Agreement (including the Offset Right), Buyer shall deliver to each Seller the Subject Shares which are following: (i) within five (5) Business Days after the Closing Date, a certificate or book entry reflecting an amount of shares of Class A Buyer’s Common Stock, shall not, in Stock equal to the aggregate for all purposes product of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, and (x) the number of Subject Shares shall be reduced set forth opposite Seller’s name on the Allocation Schedule, multiplied by (y) the Upfront Per Share Stock Consideration; (ii) on the Closing Date, an amount of cash equal to the product of (x) the number of Shares set forth opposite Seller’s name on the Allocation Schedule, multiplied by (y) the Upfront Per Share Cash Consideration; (iii) an amount of cash equal to the product of (x) the number of Shares set forth opposite Seller’s name on the Allocation Schedule, multiplied by (y) the quotient of (1) the amount of any Post-Closing Adjustment (to the extent payable in accordance with Section 2.11(c)(iii)), divided by (2) the Fully Diluted Shares of Company Capital Stock; (iv) on the Indemnification Hold-Back Payment Date (in accordance with Section 2.12), a sharecertificate or book entry reflecting an amount of shares of Buyer’s Common Stock equal to the product of (x) the quotient of (1) the number of Shares set forth opposite Seller’s name on the Allocation Schedule, divided by (2) the Fully Diluted Shares of Company Capital Stock, multiplied by (y) the quotient of (1) the Indemnification Hold-for-share basis for any Shares owned Back Amount, to the extent released to the Holders as provided herein, divided by Purchaser or any affiliate thereof (2) the Trailing Average Share Price, calculated as of the Determination Date; (v) within five (5) Business Days after any Milestone is determined to have been achieved (whether by Buyer in its reasonable discretion or by arbitration pursuant to the terms of Section 2.13(d) - the date hereof. The Subject of any such determination, a “Milestone Date”), a certificate or book entry reflecting an amount of shares of Buyer’s Common Stock equal to the quotient of (x) the product of (1) the number of Shares set forth opposite Seller’s name on the Allocation Schedule, multiplied by (2) the Per Share Milestone Amount for such Milestone, divided by (y) the Trailing Average Share Price calculated as of the date hereof are set forth on Exhibit B hereto.Milestone Date for such Milestone; and b. Each Stockholder hereby grants to Purchaser (vi) an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share amount of cash equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject up to the expiration quotient of any applicable waiting period under (x) the HSR Act and pre-merger approval required Expense Fund Amount, to the extent released to the Holders as provided herein, divided by (y) the German Federal Cartel OfficeFully Diluted Shares of Company Capital Stock.

Purchase and Sale of the Shares. a. Purchaser hereby agrees to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions of the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes Article 5 of this Agreement, each Purchaser shall purchase at the Closing and the Company shall issue and sell at the Closing to each Purchaser such number of Shares equal to the aggregate dollar amount as set forth opposite such Purchaser’s name on Schedule 1 hereto (the “Purchase Price”) divided by the per share price to the public in the Public Offering (the “Public Offering Price”), as set forth on the cover page of the Public Offering Prospectus; provided, however, that (a) no fractional number of Shares shall be sold hereunder, (b) any fractional number of Shares shall be rounded down to the nearest whole number of Shares and (c) the Aggregate Purchase Price will be reduced by the value of any fractional share (as calculated on the basis of the Public Offering Price); provided further, that if the Public Offering Price is less than the “minimum price” as defined in Nasdaq Listing Rule 5635(d) and the aggregate number of Shares to be issued to the Purchasers pursuant to the foregoing calculation shall exceed 49.919.99% of the issued and outstanding Common Stock immediately prior to the Closing Date (the “Aggregate Cap Amount”), then outstanding shares of Class A Common Stock, and the aggregate number of Subject Shares to be issued to the Purchasers shall be reduced on to equal the Aggregate Cap Amount and each Purchaser shall be issued its pro rata portion of such Aggregate Cap Amount and the Purchase Price to be paid by such Purchaser shall be reduced by a share-for-share basis corresponding amount. Each Purchaser shall severally, and not jointly, be liable for only the purchase of Shares in accordance with this Section 2.1 and not for the purchase of Shares for any Shares owned by Purchaser or any affiliate thereof as other Purchaser. The Company’s agreement with each of the date hereofPurchasers is a separate agreement and the sale of Shares to each of the Purchasers is a separate sale. The Subject Shares as obligations of each Purchaser hereunder are expressly not conditioned on the purchase by any or all of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination other Purchasers of the Merger Agreement pursuant Shares such other Purchasers have agreed to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Officepurchase.

Purchase and Sale of the Shares. a. Purchaser hereby (a) The Company agrees to make issue and sell the OfferUnderwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $37.3425 (the “Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. Each Stockholder hereby In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally agrees that it and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall tender its be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and any shares subsequently acquired pursuant the date and time when the Option Shares are to exercises be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date hereof of options or warrants to purchase Common Stock such notice (the "Subject Shares") into the Offer unless such time and date are postponed in accordance with the terms provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and conditions time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger SubShares, and Merger Sub hereby agrees initially to purchase, all such Stockholder's Subject offer the Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in on the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions terms set forth in Exhibit A the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment and delivery for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Merger Agreement having been satisfiedUnderwritten Shares, which conditions (at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP at 10:00 A.M., New York City time, on June 19, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment and delivery for the Underwritten Shares is referred to herein as the “Closing Date” , and the time and date for such payment for the Option Shares, if other than the Minimum ConditionClosing Date, is herein referred to as the “Additional Closing Date”. (d) Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be waived by Merger Sub in its sole discretion. Notwithstanding anything made against delivery to the contrary herein, Representatives for the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% respective accounts of the then outstanding shares several Underwriters of Class A Common Stockthe Shares to be purchased on such date or the Additional Closing Date, and as the number case may be, with any transfer taxes payable in connection with the sale of Subject such Shares duly paid by the Company. Delivery of the Shares shall be reduced made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Shares will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (e) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a share-for-share basis for any Shares owned by Purchaser financial advisor or a fiduciary to, or an agent of, the Company or any affiliate thereof other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. To the extent that it has deemed it appropriate, the Company has consulted with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the date hereoftransactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company with respect thereto. The Subject Shares as Any review by any Representative or any Underwriter of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectivelyCompany, the "Option") transactions contemplated hereby or other matters relating to purchase such Stockholder's Subject Shares at a price per Share equal to transactions will be performed solely for the Purchase Price, exercisable in whole but benefit of such Representative or such Underwriter and shall not in part during the one year period after (i) termination be on behalf of the Merger Agreement pursuant to Section 8.3(b) Company or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Officeother person.

Purchase and Sale of the Shares. a. 1.1 At the closing of the transactions contemplated herein (the “Closing”) and upon the terms and conditions hereinafter set forth, Seller shall deliver and sell the Shares to Purchaser, and Purchaser hereby shall purchase the Shares, free and clear of all Liens (other than Liens securing the obligations under the Facility Agreement), for Four Hundred Thirty Four Million US Dollars ($434,000,000), less Estimated Net Debt (as defined below) (such net amount, the “Estimated Purchase Price”), which shall be subject to adjustment pursuant to Section 1.2 and Section 1.3. Subject to the provisions of Section 5, the Closing shall take place: (a) in New York City at the offices of Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, XX 00000 as soon as possible but no later than three Business Days following the Gener8 Closing, subject to the satisfaction or, to the extent permissible, waiver of the conditions set forth in Section 5 (other than those conditions that by their terms cannot be satisfied until the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or waiver in writing of such conditions at the Closing); or (b) at such other place, at such other time or on such other date as Purchaser and Seller may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date”. 1.2 Not less than three Business Days prior to the Closing Date, Seller shall use its reasonable commercial efforts to prepare and deliver to Purchaser a written statement certified by an officer of Seller setting forth Seller’s good faith estimate (the “Closing Estimate”) of (i) Closing Net Debt (the “Estimated Net Debt”), and (ii) the Estimated Purchase Price. Seller agrees it shall prepare the Closing Estimate in accordance with, as applicable, the definitions of “Closing Net Debt” and “Estimated Purchase Price” set forth herein and, in the case of the Estimated Net Debt, the Accounting Principles, and each of Seller and Seller Parent shall deliver, together with the Closing Estimate, any supporting documentation and additional information as may be reasonably requested by Purchaser with respect to make the Offeramounts set forth in the Closing Estimate. Each Stockholder hereby severally Seller shall consult in good faith with Purchaser in the preparation of the Closing Estimate, shall use its reasonable commercial efforts to provide Purchaser with a draft thereof showing the components of Estimated Net Debt (together with any supporting work papers) at least six Business Days prior to the Closing Date, and shall consider in good faith any comments provided by Purchaser prior to preparing the final calculation of the Estimated Purchase Price. From the delivery of such draft until the Settlement Date (as defined below), each of Seller and Seller Parent shall use its respective reasonable commercial efforts to, and to cause Gener8 to, (and after the Gener8 Closing they shall cause Gener8 to) at no cost to Purchaser, (x) afford Purchaser and its Representatives reasonable access, upon reasonable advance notice during normal business hours, to the Books and Records of Gener8, Seller and the Acquired Entities as and to the extent reasonably necessary for Purchaser to review the Closing Estimate and (y) provide Purchaser with any other documentation or information that is readily available to Seller and reasonably requested by Purchaser in connection with such activities. 1.3 Within sixty days after the Closing Date, Seller shall prepare and deliver to Purchaser a written statement certified by an officer of Seller (the “Closing Statement”) setting forth in reasonable detail Seller’s proposed final calculation of Closing Net Debt, the Closing Net Asset Amount and the Purchase Price. Seller agrees that it shall tender its Shares prepare the Closing Statement in accordance with, as applicable, the definitions of “Closing Net Debt,” “Closing Net Asset Amount” and “Purchase Price” set forth herein and, in the case of Closing Net Debt and Closing Net Asset Amount, the Accounting Principles, and Seller shall deliver, together with the Closing Statement, any shares subsequently acquired pursuant supporting documentation and additional information as may be reasonably requested by Purchaser with respect to exercises after the amounts set forth therein. From the date hereof of options Seller’s delivery of the Closing Statement to the Settlement Date, Seller shall, at no cost to Purchaser, (i) afford Purchaser and its Representatives reasonable access, upon reasonable advance notice during normal business hours, to the Books and Records of Seller and the Acquired Entities as and to the extent reasonably necessary for Purchaser to confirm Seller’s calculation of the Purchase Price, (ii) make available to Purchaser, upon reasonable advance notice during normal business hours, any employee who was involved in the preparation of the Closing Statement and (iii) provide Purchaser with any other documentation or warrants information that is readily available to purchase Common Stock Seller and reasonably requested by Purchaser to confirm the Closing Statement. 1.4 On or prior to the forty-fifth day following Seller’s delivery of the Closing Statement, Purchaser may deliver Seller a written notice stating in reasonable detail Purchaser’s objections, if any, to the Closing Statement (if delivered, an “Objection Notice”). The Objection Notice shall specify in reasonable detail the "Subject Shares") into dollar amount of any objection and the Offer basis therefor (and shall include Purchaser’s proposed changes to the calculations). If Purchaser does not deliver Seller an Objection Notice by the end of such period, then the Closing Statement shall be deemed final and binding upon Purchaser and Seller and the Purchase Price set forth in the Closing Statement shall become the Purchase Price for all purposes under this Agreement. 1.5 Following Seller’s receipt of the Objection Notice, if any, Seller and Purchaser shall attempt to negotiate in good faith to resolve such dispute. If Seller and Purchaser fail to resolve any of Purchaser’s proposed adjustments set forth in such Objection Notice within twenty days after Seller’s receipt thereof, Seller and Purchaser agree that a mutually acceptable third-party accounting firm, to be jointly selected by Seller and Purchaser, the retention of which will not give rise to present or potential future auditor independence problems for Seller Parent or International Seaways, Inc., as determined in the reasonable discretion of Seller and Purchaser (such firm, the “Dispute Accountants”), shall make the final determination as to any such unresolved adjustments in accordance with the terms of this Agreement. The parties shall instruct the Dispute Accountants to consider those items and conditions amounts set forth in the Closing Statement as to which Purchaser has disagreed pursuant to an Objection Notice and Purchaser and Seller have not resolved their disagreement (and any necessary items, amounts or information related thereto). The scope of the Offer and that it disputes to be resolved by the Dispute Accountants shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated be limited to whether such calculation was done in accordance with its termsthe terms hereof and the Accounting Principles, and whether there were mathematical errors in the calculation of the Closing Statement, and the Dispute Accountants shall not make any other determination. The Dispute Accountants shall make their determination based solely on written submissions, presentations and supporting material provided by Purchaser and Seller and not pursuant to any independent review. In additionresolving any such disagreement, each Stockholder hereby severally agrees the Dispute Accountants may not assign a value to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all any item greater than the greatest value for such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered item claimed by Merger Sub Seller in the Offer (Closing Statement or by Purchaser in the "Purchase Price"), provided that Objection Notice or less than the lowest value for such obligation item claimed by Seller in the Closing Statement or by Purchaser in the Objection Notice. Purchaser and Seller shall use commercially reasonable efforts to purchase is subject cause the Dispute Accountants to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A deliver to the Merger parties, as promptly as practicable, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement) . The determination by the Dispute Accountants in such report shall be final and other conditions set forth in Exhibit A of binding on the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate parties for all purposes of under this Agreement. The fees, exceed 49.9% costs and expenses of the Dispute Accountants arising in connection herewith shall be borne by the parties in such proportion to reflect the relative amount of each party’s determination that has been modified pursuant to the Dispute Accountants’ report and the Dispute Accountants shall include such allocation in their report. 1.6 Upon final agreement or determination (by agreement of Seller and Purchaser and/or by determination of the Dispute Accountants) of the amounts reflected in the Closing Statement (the Closing Statement with such amounts as finally so determined being referred to as the “Final Closing Statement” and the date upon which such final agreement or determination of the amounts reflected therein is made, the “Settlement Date”), an adjustment of the price payable hereunder shall be calculated as follows: (a) if Closing Net Debt as reflected in the Final Closing Statement exceeds the Estimated Net Debt, then outstanding shares there shall be a negative adjustment in the amount of Class A Common Stocksuch excess; or if Closing Net Debt as reflected in the Final Closing Statement is less than the Estimated Net Debt, then there shall be a positive adjustment in the amount of such shortfall, and (b) if the number of Subject Shares Closing Net Asset Amount as reflected in the Final Closing Statement is a positive amount, then there shall be reduced on a share-for-share basis for any Shares owned positive adjustment in such amount; or if the Closing Net Asset Amount is a negative amount, then there shall be a negative adjustment in such amount. The net adjustment resulting from the calculations in (a) and (b) above (the “Adjustment”) shall be paid by Seller to Purchaser if negative and by Purchaser or any affiliate thereof to Seller if positive (as of the date hereofcase may be) in cash in immediately available funds within five Business Days after the Settlement Date. The Subject Shares Estimated Purchase Price plus or minus the Adjustment (as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants case may be) shall be referred to Purchaser an irrevocable option (collectively, herein as the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the “Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Office”.

Purchase and Sale of the Shares. a. At the Closing (as defined in SECTION 9.01), (a) each Shareholder (other than Xxxx Xxxxxxx), in reliance on the representations, warranties and covenants of Purchaser hereby agrees and Xpedite contained herein and subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions of this Agreement, shall sell with full title guarantee to Purchaser all of the Offer and that it shall not withdraw any Subject Shares so tendered unless set forth opposite such Shareholder's name on SCHEDULE 1 hereto or, in the Merger event the Buyback Agreement is terminated terminated, SCHEDULE 1A hereto; and (b) Purchaser, in accordance with its terms. In additionreliance on the representations, each Stockholder hereby severally agrees to sell to Merger Sub, warranties and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in covenants of the Offer (Company and the "Purchase Price"), provided that such obligation to purchase is Shareholders contained herein and subject to Merger Sub having accepted the terms and conditions of this Agreement, shall purchase the Shares for payment under (including the Offer and the Minimum Condition Xxxxxxx Shares (as defined in Exhibit A SECTION 1.04) which ordinary shares are subject to the Merger Agreementprovisions of SECTION 1.04) and other conditions from the Shareholders in the proportions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall notSCHEDULE 1 or, in the event the Buyback Agreement is terminated, in the proportions set forth in SCHEDULE 1A , for the aggregate for all cash purchase price equal to $76,226,065 (or $87,000,000, in the event the Buyback Agreement is terminated and the Eagle Shares are purchased pursuant hereto) MINUS the nominal amount outstanding of the 17.5% cumulative redeemable "A" preference shares (the "A PREFS"), in the capital of the Company, and any premiums and interest thereon (accrued down to the Closing Date) and penalties (if any) with respect thereof, and MINUS Indebtedness (as defined below) of the Company outstanding on the Closing Date including, but not limited to, any overdrafts and indebtedness to N.M. Rothschild & Sons Limited ("PURCHASE PRICE"), which Purchase Price shall be allocated among the Shareholders as set forth on SCHEDULE 1 or SCHEDULE 1A attached hereto, as applicable. For purposes of this Agreement, exceed 49.9% the term "INDEBTEDNESS" of a Person at a particular date shall mean all obligations for borrowed money of such Person (other than trade debt incurred in the ordinary course of business) which in accordance with GAAP (as defined in SECTION 2.05 hereof) would be classified upon a balance sheet as liabilities, including all indebtedness, debt and similar monetary obligations of such Person, whether direct or guaranteed, and all premiums, if any, due at the required prepayment dates of, interest on, and penalties with respect to, such indebtedness. Not later than two business days prior to the Closing Date, the Shareholders shall deliver to Purchaser (i) an estimated consolidated balance sheet of the then outstanding shares of Class A Common StockCompany, and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof prepared in good faith, as of the date close of business on the last day of the month immediately preceding the Closing Date (as defined in SECTION 9.01 hereof. The Subject Shares ); provided that where the Closing is delayed pursuant to SECTION 9.01 and consequently the Closing Date is before the 15th day of a month, the Shareholders shall deliver to Purchaser a consolidated balance sheet of the Company prepared in good faith as of the date hereof are set forth close of business on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination last day of the Merger Agreement pursuant second to Section 8.3(b) or 8.4(b) thereof or last month immediately preceding the Closing Date, and (ii) a Competing Transaction Termination statement of aggregate revenues and page count, on a weekly basis, for each week (as defined or portion thereof) in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of period from the date of the balance sheet of the Company delivered pursuant to clause (i) of this sentence to the day before such closingdelivery. Any such purchase Not later than October 31, 1997, Xpedite shall provide the Shareholders with evidence that it has received financing commitments (subject to customary closing conditions) in an amount of at least $87,000,000. The Purchase Price will be paid by Purchaser as follows: (i) at the Closing, $57,000,000 shall be subject delivered to either Shareholders' solicitors, Xxxxxxx Suddards, or to such other persons that the Shareholders specify, whose respective bank account details will be provided to Purchaser not less than 7 days prior to the expiration of any applicable waiting period under Closing in cash by wire transfer in immediately available funds, which $57,000,000 will be applied in accordance with SECTION 9.01(b)(i); provided that the HSR Act and pre-merger approval required by the German Federal Cartel Office.amounts applied pursuant to SECTION 9.01(b)(i)

Purchase and Sale of the Shares. a. Purchaser hereby agrees to make At the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with Closing, upon the terms and subject to the conditions of the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In additionthis Agreement, each Stockholder hereby severally of the Sellers shall sell to Buyer in the amounts set forth opposite his name on Schedule A, which Schedule shall be delivered to Buyer prior to Closing, and Buyer agrees to sell purchase from Sellers, the Shares free and clear of all Liens. The aggregate purchase price to Merger Sub, and Merger Sub hereby agrees be paid to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered the Sellers’ Representative on behalf of the Sellers by Merger Sub in the Offer Buyer hereunder (the "Purchase Price"), provided that such obligation to purchase is shall consist of the following: (a) $5,375,000 in cash, subject to Merger Sub adjustment as provided herein (the “Cash Consideration”), of which (i) the exercise price of the AMV Options being exercised by the Option Holder Sellers pursuant to Sections 7.8 and 8.2(s) shall be paid to AMV as consideration for such Option Holder Seller’s exercise of such options, and shall be deducted from the amount of Cash Consideration otherwise payable to such Option Holder Seller, and be treated for all purposes under this Agreement as having accepted Shares been paid to the person to whom such amounts would otherwise have been paid; and (ii) an amount equal to the maximum taxation liability that would be incurred with respect to the payment of the Cash Consideration to any Option Holder Sellers under applicable Tax laws (the “Tax Withholding”) (in the amounts set forth next to such Option Holder Sellers’ names, as set forth on Schedule 2.1(a)(ii)), shall be delivered to AMV and held by AMV in a separate account. The amount of the Tax Withholding shall be deducted from the amount of the Cash Consideration otherwise payable to the applicable Seller, and treated for payment all purposes under this Agreement as having been paid to the Offer person to whom such amounts would otherwise have been paid. Such amounts shall be held by AMV and subsequently delivered by AMV to the applicable taxing authority or Seller, as applicable, upon clarification or resolution of any potential tax liability or, alternatively, upon receipt of a definitive opinion from a recognized United Kingdom taxation expert that the time period during which the valuation of the AMV EMI share option plan could be disputed has elapsed. (b) 4,500,000 fully paid non-assessable shares of common stock of Buyer (the “Buyer Common Stock”), par value $0.0001 per share (the “Stock Consideration”); (c) a secured promissory note in the aggregate original principal amount of $5,375,000, substantially in the form attached hereto as Exhibit A and issued to the Sellers’ Representative (the “Note”), the repayment of which with respect to the payments otherwise payable to Xxxxxx Xxxx and Xxx Boss shall be reduced by the amount of Tax Withholding to be withheld with respect to each of Xxxxxx Xxxx and Xxx Boss (except to the extent already so withheld), as required to satisfy the taxation liability of such persons (as set forth on Schedule 2.1(c)), pursuant to Section 2.1(a)(ii). The Sellers’ Representative shall be responsible for directing the distribution of the Note proceeds to the Sellers (pro-rata in proportion to each Seller’s interest after giving effect to the Tax Withholding) and the Minimum Condition Buyer shall be entitled to fully rely on such directions; and (as defined in Exhibit A d) subject to the Merger Agreement) and other conditions limitations set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares earn-out amounts, if any, as determined in accordance with the provisions of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, and the number of Subject Shares Section 2.6. The Purchase Price shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof paid as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable provided in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date 2.3 and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to adjustment as provided herein. The purchase and sale of the expiration of any applicable waiting period under Shares is referred to in this Agreement as the HSR Act and pre-merger approval required by the German Federal Cartel Office"Acquisition".

Purchase and Sale of the Shares. a. Purchaser hereby agrees Subject to make the Offer. Each Stockholder hereby terms and conditions herein set forth, (a) the Company and each of the Selling Stockholders agree, severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant not jointly, to exercises after sell to each of the date hereof Underwriters, and each of options or warrants the Underwriters agrees, severally and not jointly, to purchase Common Stock from the Company and each of the Selling Stockholders, at a purchase price per share of $[ ], the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the "Subject Shares"aggregate number of Shares to be sold by the Company and each of the Selling Stockholders as set forth opposite their respective names in Schedule IIA hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and all of the Selling Stockholders hereunder and (b) into in the Offer event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Selling Stockholders named in Schedule IIB agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholders named in Schedule IIB, at the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. If the Underwriters elect to purchase some or all of the Optional Shares in accordance with the terms and conditions of the Offer and that it this Agreement, then each Selling Stockholder named in Schedule IIB shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees be committed to sell to Merger Subthe Underwriters the number of Optional Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Optional Shares that the Underwriters have elected to purchase by a fraction, the numerator of which is the number of Optional Shares set forth opposite the name of such Selling Stockholder in Schedule IIA hereto and Merger Sub the denominator of which is the maximum number of Optional Shares that may be sold by the Selling Stockholders as set forth in Schedule IIA to the Underwriters. The Selling Stockholders named in Schedule IIB, severally and not jointly, hereby agrees grant to purchasethe Underwriters the right to purchase at their election up to 1,725,000 Optional Shares in the aggregate, all such Stockholder's Subject Shares at a the purchase price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub share set forth in the Offer (paragraph above, for the "Purchase Price")sole purpose of covering sales of shares in excess of the number of Firm Shares, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such obligation election to purchase is subject Optional Shares may be exercised only by written notice from you to Merger Sub having accepted Shares for payment under the Offer Company and the Minimum Condition Attorneys-in-Fact for the Selling Stockholders, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Exhibit A to the Merger AgreementSection 4 hereof) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfiedor, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, unless you and the number of Subject Shares shall be reduced on a shareAttorneys-forin-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time Fact for the closing of such purchase at least 5 Selling Stockholders otherwise agree in writing, earlier than two or later than ten business days in advance of after the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Officenotice.

Purchase and Sale of the Shares. a. Purchaser hereby agrees to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with Upon the terms and subject to the conditions of this Agreement, at the Offer Closing (as defined below), the Sellers shall sell, convey, assign, transfer and that it shall not withdraw any Subject Shares so tendered unless deliver the Merger Agreement is terminated in accordance with its terms. In additionShares, each Stockholder hereby severally agrees free and clear of all Encumbrances (as defined below), to sell to Merger Subthe Buyer, and Merger Sub hereby agrees in consideration therefore, the Buyer shall pay the following consideration: (a) At the Closing, the Buyer shall pay an aggregate cash payment of U.S. $4,000,000, subject to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer adjustment (the "Purchase Price"“Closing Cash Consideration”). (b) Following the Closing, provided the Buyer shall pay to the Sellers an aggregate cash payment of (i) $500,000 upon the six month anniversary of the Closing Date and (ii) $500,000 upon the one year anniversary of the Closing Date (such payments, collectively, the “Deferred Payments”); provided, however, that no Deferred Payment will be payable to the Sellers if, prior to the date on which such obligation to purchase Deferred Payment is subject to Merger Sub having accepted Shares due and payable, either Xxxxxxxxxxx Xxxxxxxx or Xxxxxxx Xxxx (y) has been terminated by the Company for payment under the Offer and the Minimum Condition Cause (as defined in Exhibit A to the Merger his Employment Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof 4.3 of his Employment Agreement or (iiz) a Competing Transaction Termination has terminated his Employment Agreement other than for Good Reason (as defined in the Merger his Employment Agreement). In Subject to the event Purchaser wishes right of setoff as provided herein (including with respect to exercise Sections 1.5 and 5.5), the OptionDeferred Payments less any Transaction Expenses then payable or otherwise outstanding (including any amounts then payable to the Company Broker (such that, Purchaser any Transaction Expenses then due to the Company Broker are deducted from the applicable Deferred Payment otherwise payable by the Buyer), if and when due, shall send a written notice be paid by the Buyer to each the Stockholder specifying the place, date and time Representative for the closing of such purchase at least 5 business days in advance benefit of the date Sellers or, at the direction of such closing. Any such purchase the Stockholder Representative, in accordance with, and in the same proportion as set forth on the Consideration Notice (as defined below). (c) Following the Closing, the Buyer shall be subject pay to the expiration Sellers the Earnout Payments (as defined below), if any, in accordance with and pursuant to Section 1.2. The amounts payable pursuant to clauses (a), (b) and (c) of any applicable waiting period under this Section 1.1, subject, in each case, to adjustment as provided herein, is referred to as the HSR Act and pre-merger approval required by the German Federal Cartel Office“Purchase Price”.

Purchase and Sale of the Shares. a. Purchaser hereby agrees Subject to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions herein set forth, each of the Offer Selling Stockholders agrees, severally and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In additionjointly, each Stockholder hereby severally agrees to sell to Merger Subeach of the Underwriters, and Merger Sub hereby agrees each of the Underwriters agrees, severally and not jointly, to purchasepurchase from each of the Selling Stockholders, all such Stockholder's Subject Shares at a purchase price per Share equal to share of $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer 663.75 (the "“Purchase Price"”), provided that the number of Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Shares to be purchased by such obligation Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Shares to be purchased by all of the Underwriters from all of the Selling Stockholders hereunder, plus any additional number of Shares which such Underwriter may become obligated to purchase is subject pursuant to Merger Sub having accepted the provisions of Section 11(b) hereof. Upon the authorization by you of the release of the Shares, the several Underwriters propose to offer the Shares for payment under sale upon the Offer terms and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A the Time of Sale Information and the Prospectus. The Shares to be purchased by each Underwriter hereunder, in definitive or book-entry form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company and the Selling Stockholders shall be delivered by or on behalf of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything Selling Stockholders to the contrary hereinRepresentative, through the facilities of the Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the accounts specified by the Selling Stockholders to the Representative at least forty-eight hours in advance. The Company and the Selling Stockholders will cause the certificates, if any, representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Date (as defined below), as the case may be, at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Shares, 9:30 a.m., New York time, on December 1, 2021 or such other time and date as the Representative, the Subject Company and the Selling Stockholders may agree upon in writing. Such time and date for delivery of the Shares is herein called the “Closing Date”. The documents to be delivered at the Closing Date by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 7(n) hereof will be delivered at the offices of Xxxxx Xxxx & Xxxxxxxx LLP (the “Closing Location”), and the Shares will be delivered at the Designated Office, all at the Closing Date. A meeting will be held at the Closing Location at 4:00 p.m., New York City time, on the New York Business Day next preceding the Closing Date at which are shares meeting the final drafts of Class A Common Stock, shall not, in the aggregate documents to be delivered pursuant to the preceding sentence will be available for all review by the parties hereto. For the purposes of this AgreementSection 2, exceed 49.9% “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close. The Company and the Selling Stockholders acknowledge and agree that (i) the purchase and sale of the then outstanding shares of Class A Common StockShares pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the number of Subject Shares shall be reduced several Underwriters, on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectivelyother, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a Competing Transaction Termination (as defined in principal and not the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance agent or fiduciary of the date Company or any Selling stockholder, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of such closing. Any such purchase shall be subject the Company or any Selling Stockholder with respect to the expiration offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any Selling Stockholder on other matters) or any other obligation to the Company or any Selling Stockholder except the obligations expressly set forth in this Agreement, (iv) the Company and each Selling Stockholder has consulted its own legal and financial advisors to the extent it deemed appropriate, and (v) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any applicable waiting period under the HSR Act and pre-merger approval required action by the German Federal Cartel OfficeUnderwriters with respect to any entity or natural person. The Company and each Selling Stockholder agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or any Selling Stockholder, in connection with such transaction or the process leading thereto.

Purchase and Sale of the Shares. a. Purchaser hereby agrees Upon the terms and subject to make the Offer. Each Stockholder hereby severally agrees that it conditions of this Agreement, at the Closing (as defined below), the Seller shall tender its Shares assign, transfer and any shares subsequently acquired pursuant convey to exercises after the date hereof Buyer, and the Buyer shall receive and accept from the Seller (the “Transfer”), all of options the Seller’s right, title and interest in and to the Shares. (a) At or warrants prior to purchase the Closing, the Seller shall deliver to the Bank of New York (“BONY”), Buyer’s transfer agent for the Common Stock the following: (i) Stock Certificate No. NY408 representing 666,666 shares of Common Stock , duly endorsed by an Authorized Individual (as defined below) or accompanied by stock powers duly executed by an Authorized Individual, for transfer to Buyer. A Medallion Guarantee Stamp must be affixed to Stock Certificate No. NY688 if so endorsed, or to the accompanying stock powers, if provided. (ii) Stock Certificate No. NY688 representing 200,000 shares of Common Stock accompanied by a duly executed irrevocable letter of instruction to BONY in the form attached hereto as Exhibit A instructing BONY to (A) cancel Stock Certificate No. NY688 representing 200,000 shares of Common Stock of Buyer, (B) issue a new stock certificate to Seller representing 100,000 shares of Common Stock and (C) issue a new stock certificate to Buyer representing 100,000 shares of Common Stock. A Medallion Guarantee Stamp must be affixed to the letter of instruction. (iii) A Corporate Resolution adopted by Seller’s board of directors dated within 6 months of the Closing Date naming the individuals who are authorized to transfer the Shares (the "Subject Shares"“Authorized Individuals”) into and executed by an individual who is not named as an Authorized Individual. The Seller’s corporate seal must be affixed to the Offer Corporate Resolution. If the Seller does not have a corporate seal, the Corporate Resolution should so indicate. Delivery of the items above shall be by overnight courier to BONY at the following address: Xxxxxxx Xxxxxxxx Assistant Vice President The Bank of New York Stock Transfer Administration Dept 11E 000 Xxxxxxx Xxxxxx New York, NY 10286 Tele. # 000-000-0000 Fax # 000-000-0000 (b) At the Closing, the Buyer shall deliver the Purchase Price (as defined below), by wire transfer of immediately available funds in accordance with the terms and conditions Seller’s written wire instructions delivered to Buyer at least three business days prior to the Closing. The Purchase Price shall be $42,231,030 which represents (a) the average of the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A closing prices of the Merger Agreement having been satisfied, which conditions (other than Common Stock for the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B hereto. b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part 30 consecutive trading days during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (beginning on June 14, 2006 and ending on July 26, 2006 as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required reported by the German Federal Cartel OfficeNASDAQ National Market times (b) 766,666.