Common use of The Offer Clause in Contracts

The Offer. (a) The Borrower shall not permit Bidco (without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)) (i) to amend, supplement, modify, waive or treat as satisfied any condition of the Offer, the Convertible Offer or the Private Sale or (ii) amend, supplement, modify or waive (A) any term of the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer Consideration. (b) Without prejudice to any of the above, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d). (c) The Borrower shall not permit Bidco to take any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 of the German Takeover Code. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable but in no event later than the fifth business day from and including the date of the public announcement of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, commence the Offer. The Borrower obligation of Merger Sub to, and of Parent to cause Merger Sub to, commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (any of which may be waived by Merger Sub in its sole discretion, provided that, without the consent of the Company, Merger Sub shall not permit Bidco waive the Minimum Condition (without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayedas defined in Exhibit A)) (i) and to amendthe terms and conditions of this Agreement. Merger Sub may at any time transfer or assign to one or more corporations directly or indirectly wholly owned by Parent the right to purchase all or any portion of the Shares tendered pursuant to the Offer, supplement, modify, waive but no such assignment shall relieve Parent or treat as satisfied any condition Merger Sub of its obligations hereunder. Merger Sub expressly reserves the right to modify the terms of the Offer, except that, without the Convertible Offer or consent of the Private Sale or Company, Merger Sub shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) amendreduce the price per share of Common Stock to be paid pursuant to the Offer (except pursuant to Section 3.4), supplement, (iii) modify or waive add to the conditions set forth in Exhibit A, (Aiv) except as provided in the remainder of this Section 1.1, extend the Offer, (v) change the form of consideration payable in the Offer (other than by increasing the cash offer price) or (vi) amend or modify any term of the Offer Document after submission in any manner adverse to BaFinany of the Company's stockholders. The initial expiration date shall be September 15, 1997. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, but subject to the Company's right to terminate this Agreement pursuant to Section 8.1(b)(ii), (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Merger Sub's obligation to purchase shares of Common Stock shall not be satisfied, until such time as such conditions are satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable --- to the Offer or in order to obtain any material regulatory approval applicable to the Offer. Merger Sub agrees that: (A) in the event it would otherwise be entitled to terminate the Offer at any scheduled expiration thereof due to the failure of one or more of the conditions set forth in the first sentence of the introductory paragraph or paragraphs (a) or (g) of Exhibit A to be satisfied or waived, it shall give the Company notice thereof and, at the request of the Company, if such conditions are reasonably likely to be satisfied during the requested extension period, extend the Offer until the earlier of (1) such time as such condition is, or conditions are, satisfied or waived and (2) the date chosen by the Company, which shall not be later than (x) December 31, 1997 or (y) the date on which the Company reasonably believes all such conditions will be satisfied (it being understood that the Company shall not be entitled to make such request if it is then in breach of this Agreement, and that nothing in this Section 1.1 shall modify Parent's and Merger Sub's right to terminate this Agreement in the event that the Company is in breach hereof or the conditions specified in paragraphs (d) or (e) of Annex A are applicable); provided that if -------- any such condition is not satisfied by the date so chosen by the Company, the Company may request and Merger Sub shall make further extensions of the Offer in accordance with the terms of this Section 1.1(a); and (B) in the event that Merger Sub would otherwise be entitled to terminate the Offer at any term scheduled expiration date thereof due solely to the failure of the Convertible Offer Document after publication or (C) any term Minimum Condition to be satisfied, it shall, at the request of the Purchase AgreementCompany, or grant any consent under any of them, in each case in any respect that, in extend the aggregate, is materially adverse Offer for such period as may be requested by the Company not to exceed ten business days from such scheduled expiration date. Subject to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied terms and conditions of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceedthis Agreement, on a price or value per share basisMerger Sub shall, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid Parent shall cause Merger Sub to, pay for all shares of Common Stock validly tendered and not withdrawn pursuant to the holders Offer that Merger Sub becomes obligated to purchase pursuant to the Offer immediately after the expiration of the Convertible Bonds Offer; provided, however, that notwithstanding the -------- ------- foregoing Parent may, in connection with its sole discretion, extend the Convertible Bond expiration date of the Offer for a period not to exceedexceed ten business days and in no event ending after December 31, 1997, if Parent reasonably believes that as a result of such extension 90% or more of the Shares will be tendered in the Offer. If, at any scheduled expiration date prior to October 1, 1997, there shall have been tendered, and not withdrawn, fewer than 90% of the Shares, then Merger Sub shall, at the request of the Company, extend the Offer for such number of days (up to 20 calendar days) as the Company may request. No such request shall be made by the Company if, in its sole judgment, it concludes that the Merger could be consummated on a price or value per bond basisprior to October 6, the Maximum Convertible Offer Consideration1997. (b) Without prejudice to any On the date of commencement of the aboveOffer, without Parent and Merger Sub shall file with the Arrangers’ prior written consent SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such consent Schedule 14D-1 and the documents and exhibits included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). The Offer --------------- Documents shall comply as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the ------------ rules and regulations promulgated thereunder and the Offer Documents on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be unreasonably withheldstated therein or necessary in order to make the statements therein, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) in light of the German Takeover Act) circumstances under which they were made, not misleading, except that no representation is made by Parent or Merger Sub with respect to (i) enter into agreements which entitle them to demand information supplied by the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth Company in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco writing for inclusion in the general meeting resolving upon Offer Documents. Each of Parent, Merger Sub and the Domination Agreement; this shall apply mutatis mutandis Company agrees promptly to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take correct any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares information provided by it for use in the Target Offer Documents if and to the extent that it would conflict such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the Borrower’s obligation under Section 6.12(d)SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Parent and Merger Sub agree to provide the Company and its counsel any comments Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) The Borrower Parent shall not permit Bidco contribute to take Merger Sub on a timely basis the funds necessary to purchase any action or step (or permit the taking shares of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged Common Stock that Merger Sub becomes obligated to make a mandatory offer purchase pursuant to Section 35 of the German Takeover Code. (d) Except as required by law or regulation, the Borrower shall not, Offer and not permit BidCo nor to perform any of its other Subsidiaries obligations pursuant to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangersthis Agreement.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable (and, in any event, not later than the third Business Day following the date hereof) after the date of this Agreement, Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, amend the Existing Offer to reflect the terms and conditions of this Agreement, including the purchase price of $26.50 per Share (including the associated Company Rights), net to the seller in cash, without interest thereon (the “Offer Price”), and to set December 28, 2004 or such later date that is 10 Business Days after the date of such amendment (the “Initial Expiration Date”), as the expiration date for the Offer. The Borrower obligations of Merger Subsidiary to, and of Parent to cause Merger Subsidiary to, accept for payment and pay for any Shares tendered pursuant to the Offer are subject only to the satisfaction or waiver by Merger Subsidiary of the conditions set forth in Exhibit A. Merger Subsidiary expressly reserves the right to waive any condition to the Offer or modify the terms of or conditions to the Offer, except that, without the consent of the Company, Merger Subsidiary shall not permit Bidco (without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)) (i) reduce the number of Shares subject to amend, supplement, modify, waive or treat as satisfied any condition of the Offer, the Convertible Offer or the Private Sale or (ii) amendreduce the Offer Price, supplement(iii) waive or change the Minimum Condition, (iv) add to the conditions set forth in Exhibit A, (v) modify any condition set forth in Exhibit A or waive (A) amend any term of the Offer Document after submission set forth in this Agreement, in each case, in any manner adverse to BaFinthe holders of Shares, (vi) extend the Offer or (vii) change the form of consideration. Notwithstanding the foregoing, (A) Merger Subsidiary shall extend the Offer (x) from time to time, for a period not to exceed 5 Business Days on each occasion, if at the scheduled or extended expiration date of the Offer the Minimum Condition shall not have been satisfied until such time as such condition is satisfied or waived or this Agreement is terminated or (y) from time to time for a period of 5 Business Days at a time (or such other period as the Company shall approve) if condition (a) set forth in Exhibit A shall not have been satisfied at the scheduled or any extended expiration date of the Offer, until such time as such condition is satisfied or waived or this Agreement is terminated and (B) any term without the consent of the Convertible Company, Merger Subsidiary shall have the right to extend the Offer Document after publication (i) from time to time, for a period not to exceed 10 Business Days on each such occasion, if, at the scheduled or (C) any term extended expiration date of the Purchase AgreementOffer, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse conditions to the Lenders. The Borrower Offer shall notnot have been satisfied or waived, without the Arrangers’ prior written consent (until such consent not to be unreasonably withheld, conditioned conditions are satisfied or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration waived and (ii) for any period required by any rule, regulation, interpretation or position of the consideration per Convertible Bond to be paid SEC or the staff thereof applicable to the holders Offer or any period required by applicable law. Following expiration of the Convertible Bonds Offer, Merger Subsidiary may, in connection its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the Convertible Bond Exchange Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for (i) all Shares validly tendered and not withdrawn pursuant to the Offer to exceed, on a price or value per bond basis, as promptly as practicable after the Maximum Convertible expiration of the Offer Considerationand (ii) all Shares validly tendered in the Subsequent Offering Period promptly following the valid tender thereof. (b) Without prejudice to any As promptly as practicable after the date of the abovethis Agreement, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower Parent and Merger Subsidiary shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements amend the Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that was originally filed on June 9, 2003 to reflect the terms and conditions of this Agreement, and file such amendment (the “Schedule TO Amendment”) with the SEC, which entitle them shall contain an Amended and Restated Offer to demand Purchase reflecting the transfer terms and conditions of title to shares this Agreement, and a revised form of the Target letter of transmittal and summary advertisement (collectively, together with any amendments or Convertible Bonds if such agreements contain more or different closing conditions than supplements thereto, the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, “Offer Documents”) and (ii) take cause the Offer Documents to be disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company shall promptly correct any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised information provided by Bidco it for use in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target Offer Documents if and to the extent that it would conflict such information shall have become false or misleading in any material respect, and each of Parent and Merger Subsidiary shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the BorrowerSEC and to be disseminated to the Company’s obligation under Section 6.12(d)stockholders, in each case as and to the extent required by applicable federal securities laws. Parent and Merger Subsidiary shall provide the Company and its counsel with any comments or other communications, whether written or oral, that Parent, Merger Subsidiary or their counsel may receive after the date of this Agreement from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments or other communications. (c) The Borrower Parent shall not permit Bidco provide or cause to take be provided to Merger Subsidiary on a timely basis the funds necessary to purchase any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged Shares that Merger Subsidiary becomes obligated to make a mandatory offer purchase pursuant to Section 35 of the German Takeover CodeOffer. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.

The Offer. (a) The Borrower shall not permit Bidco Subject to the conditions of this Agreement, Parent shall, as promptly as practicable and in no event later than ten business days after the date hereof, commence (without within the Arrangers’ prior written consent meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such consent not to be unreasonably withheld, conditioned or delayedthe “Exchange Act”)) (i) to amend, supplement, modify, waive or treat as satisfied any condition of the Offer, the Convertible Offer or the Private Sale or (ii) amend, supplement, modify or waive (A) any term of the Offer Document after submission to BaFinat the Offer Price, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse net to the Lenders, provided that seller but subject to any amendment, supplement, modification, waiver or treatment as satisfied required withholding of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer ConsiderationTaxes. (b) Without prejudice to any The initial expiration date of the above, without Offer shall be midnight (New York City time) on the Arrangers’ prior written consent date that is 20 business days from the date on which the Offer was commenced (such consent not determined as provided in Rule 14d-1(g)(3) under the Exchange Act) (the initial “Expiration Date” and any expiration time and date established pursuant to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) an extension of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Offer as so extended, also an “Expiration Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d”). (c) The Borrower shall not permit Bidco obligations of Parent to take commence the Offer and accept for payment, and pay for, any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer Public Shares tendered pursuant to Section 35 the Offer are subject only to (i) the conditions set forth in Exhibit 1 and (ii) the non-waivable condition that pursuant to the Offer, prior to the Expiration Date, there shall have been validly tendered and not properly withdrawn a number of Public Shares which constitutes at least a majority of the German Takeover Codeoutstanding Public Shares (assuming the exercise of all options, warrants and other rights to purchase shares of Common Stock and excluding from the numerator of such calculation any shares held by stockholders that are affiliated with the Company, including directors and officers of the Company, as of the Acceptance Time) (the “Majority-of-the-Minority Condition”). (d) Except as required by law or regulation, Parent expressly reserves the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries right (x) to make any statement or announcement (other than in increase the Offer DocumentPrice and (y) which contains to waive any information condition to the Offer or statement concerning modify the Loan Documents or terms of the ArrangersOffer, Agents or Lenders except that, without the prior consent of the ArrangersCompany, Parent shall not (i) reduce the number of Public Shares subject to the Offer, (ii) except as provided in Section 4.4, reduce the Offer Price, (iii) add to the conditions set forth in Exhibit 1 or modify any condition set forth in Exhibit 1 in any manner adverse to the holders of Public Shares, (iv) except as otherwise provided in this Section 1.1(d), extend the Offer, (v) waive or modify the Majority-of-the-Minority Condition, or (vi) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Parent may, in its discretion, without the consent of the Company, (i) extend the Offer for one or more consecutive increments of not more than ten business days each, if at any otherwise scheduled Expiration Date of the Offer any of the conditions to Parent’s obligation to purchase Public Shares are not satisfied or waived, (ii) extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer or (iii) make available a “subsequent offering period” in accordance with Exchange Act Rule 14d-11. In addition, if at any otherwise scheduled Expiration Date of the Offer any condition to the Offer is not satisfied or waived, Parent shall extend the Offer at the request of the Company for one or more consecutive increments of not more than ten business days each until the earlier of the date that is 40 business days after commencement of the Offer (the “Outside Date”) and the termination of this Agreement in accordance with its terms. In addition, Parent shall, if requested by the Company, make available a subsequent offering period in accordance with Exchange Act Rule 14d-11 of not less than ten business days; provided that Parent shall not be required to make available such a subsequent offering period in the event that, prior to the commencement of such subsequent offering period, MUFG and its Subsidiaries collectively hold at least 90% of the outstanding shares of Common Stock (the requirement that MUFG and its Subsidiaries collectively hold at least 90% of the outstanding shares of Common Stock being the “90% Requirement”). (e) On the terms and subject to the conditions of the Offer and this Agreement, Parent shall accept and pay for all Public Shares validly tendered and not withdrawn pursuant to the Offer that Parent becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer. For purposes of this Agreement, the term “business day” shall have the meaning assigned to such term in Rule 14d-1(g)(3) under the Exchange Act.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable but in no event later than five business days after the date hereof, Sub shall, and Parent shall cause Sub to, amend the Offer Documents (as so amended, the “Amended Offer Documents”) and file with the Securities and Exchange Commission (the “SEC”) the Amended Offer Documents; provided, however, that the obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer is subject to the conditions set forth in Annex 1 (any or all of which (other than the Minimum Tender Condition) may, subject to the provisions hereof, be waived by Parent or Sub, subject to applicable Law). The Borrower initial expiration date of the Offer (the “Expiration Date”) shall not permit Bidco be the 20th business day following the commencement of the Offer (without determined pursuant to Rules 14d-1 and 14d-2 promulgated by the Arrangers’ prior written consent (such consent not SEC). Sub expressly reserves the right to be unreasonably withheld, conditioned or delayed)) (i) to amend, supplement, modify, waive or treat as satisfied any condition modify the terms and conditions of the Offer, except that, without the Convertible Offer or prior written consent of the Private Sale or Company, Sub shall not (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) amendreduce the Offer Price, supplement, modify (iii) reduce or waive the Minimum Tender Condition (defined in Annex 1), (iv) add to the conditions set forth in Annex 1, (v) except as provided in the next sentence, extend the Offer, (vi) change the form of consideration payable in the Offer or (vii) amend any other condition of the Offer in any manner adverse to the Company’s stockholders. Sub may, without the consent of the Company, (A) extend the Offer in increments of not more than ten business days each, if at the scheduled Expiration Date any term of the Offer Document after submission conditions to BaFinSub’s obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived, (B) extend the Offer for any term period required by any rule, regulation, interpretation, position or request of the Convertible SEC or the staff thereof applicable to the Offer Document after publication or and (C) any term make available a subsequent offering period (within the meaning of Rule 14d-11 promulgated by the Purchase Agreement, or grant any consent under any SEC). Without limiting the right of them, in each case in any respect thatSub to extend the Offer, in the aggregateevent that any condition set forth in Annex 1 is not satisfied or waived at the scheduled Expiration Date, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the Expiration Date of the Offer in increments of five business days each until the earliest to occur of (v) the date that is materially adverse 15 days after the initial Expiration Date, (w) the satisfaction or waiver of such condition, (x) the determination by Parent that such condition to the LendersOffer is not capable of being satisfied on or prior to the date specified in Section 9.01(b)(ii)(B), provided that such inability to satisfy such condition is not due to any amendmentfailure of Parent or Sub to perform in any material respect any covenant or agreement of Parent or Sub contained herein, supplement, modification, waiver or treatment as satisfied the material breach by Parent or Sub of any representation or warranty contained herein, (y) the termination of this Agreement in accordance with its terms and (z) the date specified in Section 9.01(b)(ii)(B); provided, however, that Parent and Sub shall not be required to so extend the Expiration Date if the failure to satisfy any condition set forth in Annex 1 was caused by or resulted from the failure of the Key Offer Terms Company to perform in any material respect any covenant or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction agreement of the Maximum Offer Consideration Company contained herein, or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse material breach by the Company of any representation or warranty contained herein. On the terms and subject to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders conditions of Target in connection with the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment shares of Company Common Stock tendered as soon as it is legally permitted to be paid do so under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer Considerationapplicable Law. (b) Without prejudice to any On the date of commencement of the aboveOffer, without Sub filed with the Arrangers’ prior written consent SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which contained an offer to purchase and a related letter of transmittal and summary advertisement (such consent not Schedule TO and the documents included therein pursuant to be unreasonably withheldwhich the Offer is being made, conditioned together with any supplements or delayed)amendments thereto, the Borrower “Offer Documents”). The Company shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco cooperate fully in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) preparation of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior amendments to the execution Offer Documents to reflect the terms of this Agreement and the Company and its counsel shall be given a Domination Agreement that would decrease reasonable opportunity to review the conversion price under Amended Offer Documents before they are filed with the SEC. Each of Parent, Sub and the Company shall promptly correct any bond convertible into shares information provided by it for use in the Target Offer Documents if and to the extent that it would conflict such information shall have become false or misleading in any material respect, and each of Parent and Sub shall take all steps necessary to further amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the BorrowerSEC and to be disseminated to the Company’s obligation under Section 6.12(d)stockholders, in each case as and to the extent required by applicable Federal securities Law. Parent and Sub shall provide the Company and its counsel in writing with any comments Parent, Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) The Borrower shall not permit Bidco Parent and Sub have timely filed with the Commissioner of Commerce of the State of Minnesota any registration statement relating to take any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged Offer required to make a mandatory offer be filed pursuant to Section 35 Chapter 80B of the German Takeover Code. (d) Except as Minnesota Statutes and shall disseminate to the Company’s stockholders via the Offer Documents the information set forth in any such registration statement to the extent and within the time period required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent Chapter 80B of the ArrangersMinnesota Statutes.

The Offer. (a) Subject to the terms and conditions of this Agreement, as promptly as reasonable practicable (but in no event later than ten (10) Business Days) after the date of execution of this Agreement by all parties hereto, Merger Sub shall, and Parent shall cause Merger Sub to, commence, within the meaning of Rule 14d-2 promulgated under the Exchange Act, the Offer. The Borrower obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Annex I (the “Offer Conditions”). The Offer shall initially expire at 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act). Merger Sub expressly reserves the right to waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the consent of the Company, Merger Sub shall not, and Parent shall not permit Bidco (without the Arrangers’ prior written consent (such consent not to be unreasonably withheldMerger Sub to, conditioned or delayed)) (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) amend, supplementmodify or waive the Minimum Tender Condition, modify(iv) except as expressly provided in this Section 1.1(a), waive extend or treat as satisfied any condition otherwise amend or modify the expiration date of the Offer, (v) change the Convertible Offer or form of consideration payable in the Private Sale or Offer, (iivi) otherwise amend, supplement, modify or waive (A) supplement any term of the terms of the Offer Document after submission in any manner adverse to BaFinany holder of Common Stock or (vii) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. Notwithstanding any other provision of this Agreement to the contrary, but subject to the parties’ rights to terminate this Agreement pursuant to Section 7.1 and Merger Sub’s right to waive any Offer Condition other than the Minimum Tender Condition, Merger Sub shall, and Parent shall cause Merger Sub to, (Bi) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days (or such longer period as the parties hereto may agree) each, if, at any term then-scheduled expiration of the Convertible Offer, any Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms Condition (other than an amendment the Minimum Tender Condition) shall not have been satisfied or supplement of an administrative waived, until such time as each such condition shall have been satisfied or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shallwaived, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) extend the consideration per Convertible Bond to be paid Offer for the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the holders Offer; provided, however, that in no event shall Merger Sub be required to extend the Offer beyond the Termination Date. Notwithstanding any other provision of this Agreement to the contrary, but subject to the parties’ rights to terminate this Agreement pursuant to Section 7.1, if, at any then-scheduled expiration of the Convertible Bonds Offer, each Offer Condition (other than the Minimum Tender Condition) shall have been satisfied or waived and the Minimum Tender Condition shall not have been satisfied, then Merger Sub may and, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer by increments of seven (7) Business Days (or such other period as the parties hereto may agree); provided, however, that Merger Sub shall only be required to extend the Offer under this sentence on two occasions and; provided, further, that Merger Sub shall not be required to extend the Offer beyond the Termination Date. Upon the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, and pay for, all shares of Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer promptly after the applicable expiration date of the Offer (as it may be extended and re-extended in connection accordance with this Section 1.1(a)). Acceptance for payment of shares of Common Stock by Merger Sub pursuant to and subject to the Convertible Bond conditions of the Offer is referred to exceedin this Agreement as the “Offer Closing.” The Offer may not be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Section 1.1(a)), unless this Agreement is validly terminated in accordance with Section 7.1. If this Agreement is terminated pursuant to Section 7.1, then, in each case, Merger Sub shall promptly (and, in any event, within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer and Merger Sub shall promptly return, and shall cause any depository acting on a price or value per bond basisbehalf of Merger Sub to return, all tendered shares of Common Stock to the Maximum Convertible Offer Considerationregistered holders thereof. (b) Without prejudice to any On the date of commencement of the aboveOffer, without Parent and Merger Sub shall file with the Arrangers’ prior written consent SEC, in accordance with Rule 14d-3 promulgated under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”), which shall include, as exhibits, an offer to purchase and a related letter of transmittal, a summary advertisement and other ancillary Offer documents pursuant to which the Offer will be made (such consent not Schedule TO and the documents attached as exhibits thereto, together with any amendments or supplements thereto, the “Offer Documents”). The Company shall promptly furnish to Parent and Merger Sub all information requested by Parent and Merger Sub concerning the Company that is required by the Exchange Act to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 the Offer Documents. Each of Parent, Merger Sub and the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take Company shall promptly correct any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised information provided by Bidco it for use in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target Offer Documents if and to the extent that it would conflict such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the BorrowerSEC and disseminated to the Company’s obligation under Section 6.12(d)stockholders, in each case as and to the extent required by applicable federal securities Laws. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Parent, Merger Sub and their respective Representatives, on the one hand, and the SEC, on the other hand. Parent and Merger Sub shall use their respective reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC with respect to the Offer Documents. Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the stockholders of the Company, or responding to any comments of the SEC with respect thereto, Parent and Merger Sub shall provide the Company a reasonable opportunity to review and to propose comments on such document or response. (c) The Borrower Parent shall not permit Bidco provide, or cause to take be provided, to Merger Sub on a timely basis the funds necessary to purchase any action or step (or permit the taking shares of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged Common Stock that Merger Sub becomes obligated to make a mandatory offer purchase pursuant to Section 35 of the German Takeover CodeOffer. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.

The Offer. (a) The Borrower Provided that this Agreement shall not permit Bidco have been terminated in accordance with Section 9.01 and none of the events set forth in Exhibit A shall have occurred and be continuing, as promptly as practicable but in no event later than ten (without 10) Business Days after the Arrangers’ prior written consent date of this Agreement, Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the SEC. The initial expiration date of the Offer shall be the twentieth (such consent 20th) Business Day following commencement of the Offer. The obligation of Sub to, and of Parent to cause Sub to, accept for payment, and pay for, any Offer Securities tendered pursuant to the Offer shall be subject to the satisfaction of each of the conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion, except that the Minimum Tender Condition may not be waived) and to be unreasonably withheld, conditioned or delayed)) (i) the other conditions in this Agreement. Sub expressly reserves the right to amend, supplement, modify, waive or treat as satisfied any condition modify the terms of the Offer, except that, without the Convertible consent of the Company (unless the Company takes any action permitted to be taken pursuant to Section 6.02(b)), Sub shall not (i) reduce the number of Offer or Securities subject to the Private Sale or Offer, (ii) amendreduce the Offer Price, supplementthe Series D Offer Price or the Warrant Offer Price, (iii) modify or waive add to the conditions set forth in Exhibit A, (Aiv) any term of except as provided in the next sentence, extend the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (Cv) any term change the form of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, consideration payable in the aggregateOffer. Notwithstanding the foregoing, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with Sub shall extend the Offer and to be paid under for one ten (10) Business Day period if the Purchase Agreement to exceed, on a price or value per share basis, Minimum Tender Condition is not satisfied at the Maximum expiration of the initial twenty (20) Business Day Offer Consideration period and (ii) thereafter, Sub may, without the consideration per Convertible Bond consent of the Company and in its sole discretion, extend the Offer for successive extension periods (up until the Outside Date) not exceeding twenty (20) Business Days in the case of any single extension period: (A) if at the scheduled expiration date of the Offer any of the conditions to be paid Sub's obligation to purchase Offer Securities are not satisfied, until such time as such conditions are satisfied or waived; and (B) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof or the Nasdaq National Market applicable to the holders Offer. In addition, Sub may extend the Offer after acceptance for payment of Offer Securities for a further period of time not to exceed twenty (20) Business Days by means of a subsequent offering period under Rule 14d-11 under the Exchange Act. On the terms and subject to the conditions of the Convertible Bonds in connection with Offer and this Agreement, Sub shall pay for all Offer Securities validly tendered and not withdrawn pursuant to the Convertible Bond Offer that Sub becomes obligated to exceedpurchase pursuant to the Offer as soon as practicable after the expiration of the Offer. Sub may, on a price at any time, transfer or value per bond basisassign to one or more Subsidiary of Parent the right to purchase all or any portion of the Offer Securities tendered pursuant to the Offer, but any such transfer or assignment shall not relieve Sub or Parent of its respective obligations under the Maximum Convertible Offer Considerationor prejudice the rights of tendering securityholders to receive payment for Offer Securities validly tendered and accepted for payment. (b) Without prejudice On the date of commencement of the Offer, Parent and Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents" and to cause such Offer Documents to be disseminated to holders of Offer Securities in accordance with applicable Federal Securities laws). The Offer Documents shall comply in all material respects with the Exchange Act, the Securities Act and the rules and regulations thereunder and other Applicable Law. Each of Parent, Sub and the Company agrees to use all reasonable efforts to respond promptly to any comments of the aboveSEC or its staff with respect to the Offer Documents or the Offer, without the Arrangers’ prior written consent (such consent not and to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or promptly correct any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised information provided by Bidco it for use in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target Offer Documents if and to the extent that it would conflict such information shall have become false or misleading in any material respect, and each of Parent and Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the Borrower’s obligation under Section 6.12(d). (c) The Borrower shall not permit Bidco SEC and to take any action or step (or permit be disseminated to the taking holders of any action or step) which may result Offer Securities, in Bidco, each case as and to the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 of the German Takeover Code. (d) Except as extent required by law or regulation, the Borrower applicable Federal securities laws. The Company and its counsel shall not, be given reasonable opportunity to review and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in comment on the Offer DocumentDocuments (including any amendment thereto) which contains prior to the filing thereof with the SEC. Parent and Sub shall provide the Company and its counsel in writing with any information comments Parent, Sub or statement concerning their counsel may receive from the Loan SEC or its staff with respect to the Offer Documents or promptly after the Arrangers, Agents or Lenders without the prior consent receipt of the Arrangerssuch comments.

The Offer. (a) The Borrower Provided that this Agreement shall not permit Bidco have been validly terminated in accordance with its terms, as promptly as practicable after the date of this Agreement, Merger Sub shall, and AEP shall cause Merger Sub to, commence (without within the Arrangers’ prior written consent (such consent meaning of Rule 14d-2 promulgated by the SEC under the Exchange Act) the Offer. The obligations of Merger Sub to, and of AEP to cause Merger Sub to, accept for payment, and pay for, any Shares validly tendered and not properly withdrawn pursuant to be unreasonably withheld, conditioned or delayed)) the Offer are subject only to (i) the non-waivable Minimum Tender Condition (as defined in Annex I) and (ii) the other conditions set forth in Annex I (together with the Minimum Tender Condition, the “Offer Conditions”). The initial expiration date of the Offer shall be midnight, New York City time, on the 20th Business Day (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) following the commencement of the Offer. Merger Sub shall not, and AEP shall cause Merger Sub not to, terminate or withdraw the Offer other than in connection with the termination of this Agreement in accordance with its terms. In the event that this Agreement is validly terminated pursuant to amendits terms, supplementMerger Sub shall, modifyand AEP shall cause Merger Sub to, waive promptly withdraw and terminate the Offer (and promptly after any termination or treat as satisfied any condition withdrawal of the Offer, Merger Sub shall return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the Convertible registered holders thereof, in accordance with the terms of the Offer and applicable Law). Merger Sub expressly reserves the right to waive any condition to the Offer (other than the Minimum Tender Condition) or modify the Private Sale terms of the Offer, except that, without the consent of the Special Committee, Merger Sub shall not (A) reduce the number of Shares subject to the Offer, (B) reduce the Offer Price, (C) add to the Offer Conditions or impose any other conditions to the Offer, (iiD) amend, supplement, modify or waive (A) supplement any Offer Condition or any term of the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase set forth in this Agreement, or grant any consent under any of them, in each case in any respect thatcase, in the aggregate, is materially a manner adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid material respect to the holders of the Convertible Bonds Shares (other than AEP and its Affiliates), (E) change the form of consideration payable in connection with the Convertible Bond Offer or (F) otherwise amend, modify or supplement the Offer in any manner adverse in a material respect to exceed, on a price or value per bond basis, the Maximum Convertible Offer Considerationholders of the Shares (other than AEP and its Affiliates). (b) Without prejudice Merger Sub shall be permitted to any (without the consent of the above, without Company or of the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not Special Committee) and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to and AEP shall cause Merger Sub to): (i) enter into agreements which entitle them to demand extend the transfer of title to shares Offer for any period required by any rule, regulation, interpretation or position of the Target SEC or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of staff thereof applicable to the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, Offer; and (ii) take if, on the initial expiration date or any actions or measures subsequent date as of which would result in an attribution of voting rights pursuant the Offer is scheduled to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or expire, any Offer Condition is not satisfied and has not been waived (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict waivable in accordance with the Borrower’s obligation under Section 6.12(dterms of this Agreement), extend the Offer on one or more occasions in consecutive increments of up to ten Business Days each (or such longer period as the Special Committee and AEP may agree), until such time as such Offer Conditions are satisfied; provided, however, that (1) Merger Sub shall not be required to extend the Offer beyond the Outside Date or the termination of this Agreement in accordance with its terms and (2) if, at any date as of which the Offer is scheduled to expire, all of the Offer Conditions except for the Minimum Tender Condition are satisfied or have been waived (to the extent waivable in accordance with the terms of this Agreement), Merger Sub shall only be required to extend the Offer for one or more additional periods not to exceed an aggregate of ten Business Days. (c) The Borrower On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and AEP shall cause Merger Sub to, promptly after the expiration of the Offer, accept for payment and promptly (within the meaning of Rule 14e-1 under the Exchange Act) thereafter pay for, all Shares validly tendered and not permit Bidco to take any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer properly withdrawn pursuant to Section 35 the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer (the “Acceptance Time”). AEP shall cause to be provided to Merger Sub all of the German Takeover Codefunds necessary to purchase any Shares that Merger Sub becomes obligated to purchase pursuant to the Offer. (d) Except If, between the date of this Agreement and the Effective Time, the outstanding Shares are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Offer Price and the Per Share Merger Consideration, as applicable, shall be appropriately adjusted. (e) On the date of commencement of the Offer, AEP and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”), and shall, to the extent required by law or regulationapplicable U.S. federal securities Laws, mail the Borrower Offer Documents to the holders of the Shares promptly after filing the Schedule TO with the SEC. AEP and Merger Sub shall not, be entitled to include the Special Committee Recommendation and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than the Company Board Recommendation in the Offer Document) which contains Documents. Each of AEP and Merger Sub shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC or its staff with respect to the Offer Documents and each of AEP, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or statement concerning misleading in any material respect, and each of AEP and Merger Sub shall take all steps necessary to amend or supplement the Loan Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the Arrangers, Agents or Lenders without SEC and disseminated to the prior consent holders of the ArrangersShares, in each case as and to the extent required by applicable federal securities Laws. The Company, the Special Committee and their respective counsel shall be given reasonable opportunity to review and comment upon the Offer Documents a reasonable time prior to filing such documents with the SEC or dissemination of such documents to holders of the Shares, and AEP, Merger Sub and their counsel shall consider in good faith any comments thereto made by the Company, the Special Committee or their respective counsel. AEP and Merger Sub shall (i) provide the Company, the Special Committee and their respective counsel with any written comments or requests (and inform them of any oral comments or requests) for additional information AEP, Merger Sub or any of their representatives may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments or requests, (ii) provide to the Company, the Special Committee and their respective counsel a reasonable opportunity to review and comment upon any written responses thereto a reasonable time prior to responding to such comments or requests, (iii) consider in good faith any comments thereto made by the Company, the Special Committee or their respective counsel, and (iv) consult (to the extent practicable) with the Company, the Special Committee and/or their respective counsel prior to making any material oral responses or engaging in any material discussions with the SEC. AEP and Merger Sub shall use reasonable best efforts to permit the Company, the Special Committee and/or their respective counsel to participate with AEP and Merger Sub or their representatives in any material discussions or meetings with the SEC.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable but in no event later than ten business days after the date of this Agreement, Merger Sub shall, and Parent and U.S. Parent shall cause Merger Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). The Borrower obligations of Merger Sub to, and of Parent and U.S. Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall not permit Bidco be midnight New York City time on the 20th business day following the commencement of the Offer (without determined using Rule 14d-1(g)(3) of the Arrangers’ prior written consent Securities Exchange Act of 1934, as amended (such consent not together with the rules and regulations promulgated thereunder, the “Exchange Act”)). Merger Sub expressly reserves the right, in its sole discretion, to be unreasonably withheldwaive, conditioned in whole or delayed)) (i) to amendin part, supplement, modify, waive or treat as satisfied any condition to the Offer or modify the terms of the Offer, except that, without the Convertible Offer or consent of the Private Sale or Company, Merger Sub shall not (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) amend, supplement, modify or waive (A) any term of reduce the Offer Document after submission to BaFinPrice, (Biii) waive or amend the Minimum Tender Condition (as defined in Exhibit A), add to the conditions set forth in Exhibit A or modify any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, condition set forth in each case Exhibit A in any respect that, in the aggregate, is materially manner adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds Company Common Stock, (iv) except as otherwise provided in connection this Section 1.01(a), extend the Offer, (v) change the form of consideration payable in the Offer or (vi) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Merger Sub may, in its sole discretion, without the consent of the Company, extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. In addition, if at the otherwise scheduled expiration date of the Offer any condition to the Offer is not satisfied, Merger Sub shall, and Parent and U.S. Parent shall cause Merger Sub to, extend the Offer for one or more consecutive increments of not more than five business days each (or for such longer period as may be agreed by the Company); provided, however, that Merger Sub shall not be required to, and Parent and U.S. Parent shall not be required to cause Merger Sub to, extend the Offer beyond the Outside Date. In addition, Merger Sub may and, if requested by the Company, Merger Sub shall, make available one or more “subsequent offering periods”, in accordance with Rule 14d-11 of the Convertible Bond Exchange Act, of not less than ten business days. On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent and U.S. Parent shall cause Merger Sub to, pay for (subject to exceed, on a price or value per bond basis, any withholding of Tax pursuant to Section 2.02(h)) all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Maximum Convertible Offer Considerationthat Merger Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) Without prejudice to any On the date of commencement of the aboveOffer, without Parent, U.S. Parent and Merger Sub shall file with the Arrangers’ prior written consent SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such consent not Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”). The Company shall promptly furnish to Parent, U.S. Parent and Merger Sub all information concerning the Company required by the Exchange Act to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 the Offer Documents or reasonably requested by Parent, U.S. Parent and Merger Sub for inclusion therein. Each of Parent, U.S. Parent, Merger Sub and the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take Company shall promptly correct any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised information provided by Bidco it for use in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target Offer Documents if and to the extent that it would conflict such information shall have become false or misleading in any material respect, and each of Parent, U.S. Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the BorrowerSEC and the Offer Documents, as so amended or supplemented, to be disseminated to the Company’s obligation under Section 6.12(dstockholders, in each case as and to the extent required by applicable Federal securities laws. Parent, U.S. Parent and Merger Sub shall provide the Company and its counsel in writing any comments that Parent, U.S. Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the stockholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent, U.S. Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (including the proposed final version thereof), and Parent, U.S. Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company or its counsel, recognizing that the ultimate form and content of the Offer Documents and the response to any comments of the SEC will be the responsibility of Parent, U.S. Parent and Merger Sub. (c) The Borrower Parent and U.S. Parent shall not permit Bidco provide or cause to take be provided to Merger Sub on a timely basis the funds necessary to purchase any action or step (or permit the taking shares of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged Company Common Stock that Merger Sub becomes obligated to make a mandatory offer purchase pursuant to Section 35 of the German Takeover CodeOffer. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.

The Offer. (a) The Borrower Subject to the provisions of this Agreement, as promptly as practicable but in no event later than the fifth business day from and including the date of public announcement of the terms of this Agreement, Sub shall, and Parent shall cause Sub to, commence the Offer. Unless earlier terminated in accordance with the provisions of this Agreement, the Offer shall not permit Bidco expire before 12:00 midnight on the date that is 20 business days from and including the date the Offer is commenced. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer shall be subject to the conditions set forth in clauses (a) through (h) set forth in Exhibit A (any of which may be waived by Sub in its sole discretion, and it being understood for all purposes of this Agreement that the fact that any condition specified in the first paragraph of Exhibit A shall not have been satisfied shall not, without more, constitute a failure of any other condition set forth in Exhibit A) and to the terms and conditions of this Agreement. The obligation of Sub to accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject to the conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion, provided that, without the Arrangers’ prior written consent of the Company, Sub shall not waive the Minimum Tender Condition (such consent not to be unreasonably withheld, conditioned or delayedas defined in Exhibit A)) (i) and to amend, supplement, modify, waive or treat as satisfied any condition the terms and conditions of this Agreement. Sub expressly reserves the right to modify the terms of the Offer, except that, without the Convertible consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the price per Share to be paid pursuant to the Offer, (iii) modify or add to the conditions set forth in Exhibit A, (iv) except as provided in the next two sentences, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) otherwise amend the Private Sale Offer in any manner materially adverse to the Company's stockholders. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer if at the scheduled expiration date of the Offer any of the conditions to Sub's obligation to purchase Shares (as set forth in Exhibit A) shall not be satisfied, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or for any period required by applicable law and (iii) extend the Offer on one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) amendof this sentence, supplementif, modify or waive on such expiration date, the number of Shares tendered (and not withdrawn) pursuant to the Offer represents less than 90% of the Fully Diluted Shares (as defined in Exhibit A) ). Sub and Parent agree that if at any term scheduled expiration date of the Offer Document after submission to BaFinthe HSR Condition (as defined in Exhibit A) has not been satisfied, (B) any term of but at such scheduled expiration date all the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, other conditions set forth in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as Exhibit A shall have been satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature the Minimum Tender Condition), Sub may (and other than in connection with a reduction at the request of the Maximum Offer Consideration or the Maximum Convertible Offer ConsiderationCompany (confirmed in writing) shall, in each case ) extend the Offer (a "Special Extension") from time to time until the HSR Condition has been satisfied. In no event may the Company or Sub require that the Offer be deemed extended to be materially adverse a date later than 270 days following the date hereof by Special Extensions or to a date later than 180 days following the date hereof for any other reason. Subject to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders terms and conditions of Target in connection with the Offer and to be paid under the Purchase Agreement to exceedthis Agreement, on a price or value per share basisSub shall, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid Parent shall cause Sub to, pay for all Shares validly tendered and not withdrawn pursuant to the holders Offer that Sub becomes obligated to purchase pursuant to the Offer as promptly as practicable after the expiration of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer ConsiderationOffer. (b) Without prejudice to any On the date of commencement of the aboveOffer, without Parent and Sub shall file with the Arrangers’ prior written consent SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such consent Schedule 14D-1 and the documents therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). The Offer Documents shall comply as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be unreasonably withheldstated therein or necessary in order to make the statements therein, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) in light of the German Takeover Act) circumstances under which they were made, not misleading, except that no representation is made by Parent or Sub with respect to (i) enter into agreements which entitle them to demand information supplied by the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco Company for inclusion in the general meeting resolving upon Offer Documents. Each of Parent, Sub and the Domination Agreement; this shall apply mutatis mutandis Company agrees promptly to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement amend or (iii) take supplement any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares information provided by it for use in the Target Offer Documents if and to the extent that it would conflict such information shall have become false or misleading in any material respect, and each of Parent and Sub further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the Borrower’s obligation under Section 6.12(d)SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Parent and Sub agree to provide the Company and its counsel with any comments Parent, Sub or their counsel may have received from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) The Borrower Parent shall not permit Bidco provide or cause to take be provided to Sub on a timely basis the funds necessary to purchase any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged Shares that Sub becomes obligated to make a mandatory offer purchase pursuant to Section 35 of the German Takeover CodeOffer. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable (but in no event later than ten (10) business days) after the date of this Agreement, Sub shall, and Parent shall cause Sub to, commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), the Offer. The Borrower obligations of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A (the "Offer Conditions"). The initial expiration date of the Offer shall not permit Bidco be midnight, New York City time, on the 20th business day following the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Sub expressly reserves the right to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the Arrangers’ prior written consent of the Company (such consent unless the Company takes any action contemplated by Section 5.02(b)), Sub shall not to be unreasonably withheld, conditioned or delayed)) (i) reduce the number of shares of Company Common Stock subject to amendthe Offer, supplement(ii) reduce the Offer Price, modify(iii) change, modify or waive the Minimum Tender Condition, (iv) add to the conditions set forth in Exhibit A or treat modify or change any Offer Condition in a manner materially adverse to any holders of Company Common Stock, (v) except as satisfied any condition otherwise provided in this Section 1.01(a), extend or otherwise change the expiration date of the Offer, (vi) change the Convertible form of consideration payable in the Offer or the Private Sale or (iivii) otherwise amend, supplement, modify or waive supplement any of the terms of the Offer in any manner materially adverse to any holders of Company Common Stock. Notwithstanding anything in this Agreement to the contrary, Sub may, in its discretion, without consent of the Company, (A) without limiting Parent's or Sub's obligations under the following sentence, extend the Offer on one or more occasions for any term period ending no later than the Termination Date, if on any then-scheduled expiration date of the Offer Document after submission to BaFinany of the Offer Conditions shall not be satisfied, until such time as such conditions are satisfied or waived and (B) extend the Offer for any term period ending no later than the Termination Date required by any rule, regulation, interpretation or position of the Convertible Offer Document after publication Securities and Exchange Commission (the "SEC") or (C) any term the staff thereof applicable to the Offer. Parent and Sub agree that if not all of the Purchase Agreement, or grant any consent under any of themOffer Conditions are satisfied or, in each case in Sub's sole discretion, waived on any respect thatthen-scheduled expiration date of the Offer, in the aggregate, is materially adverse to the Lendersthen, provided that any amendmentall such conditions are reasonably capable of being satisfied by the Termination Date and subject to the rights of Parent under Article VIII, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions, in each case be deemed consecutive increments of up to ten (10) business days each, for an aggregate period of time ending no later than the Termination Date that Parent reasonably believes is necessary for such conditions to be materially adverse satisfied, until such time as such conditions are satisfied; provided, however, that Sub shall not be required to extend the LendersOffer beyond the Termination Date. The Borrower shall notIn any event, without the Arrangers’ Offer may not be terminated prior written consent to its expiration date (as such consent not to expiration date may be unreasonably withheld, conditioned or delayedextended and re-extended in accordance with this Section 1.01(a)), permit (i) unless this Agreement is validly terminated in accordance with Article VIII. On the consideration to be paid terms and subject to the shareholders conditions of Target in connection with the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 1.01(d)) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration date of the Offer (as it may be paid extended and re-extended in accordance with this Section 1.01(a)). Acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the "Offer Closing", and the date on which the Offer Closing occurs is referred to in this Agreement as the "Offer Closing Date". Sub expressly reserves the right to, in its sole discretion, extend the Offer for a "subsequent offering period" in accordance with Rule 14d-11 under the Purchase Agreement to exceedExchange Act following the Offer Closing, on and the Offer Documents may, in Sub's sole discretion, provide for such a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders reservation of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer Considerationright. (b) Without prejudice to any On the date of commencement of the aboveOffer, without Parent and Sub shall file with the Arrangers’ prior written consent SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such consent not Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). The Company shall promptly furnish to Parent and Sub all information concerning the Company required by the Exchange Act to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 the Offer Documents. Each of Parent, Sub and the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take Company shall promptly correct any actions information supplied by it for inclusion or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised incorporation by Bidco reference in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target Offer Documents if and to the extent that it would conflict such information shall have become false or misleading in any material respect, and each of Parent and Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the Borrower’s obligation under Section 6.12(dSEC and disseminated to the stockholders of the Company, in each case as and to the extent required by applicable Federal securities Laws. Parent and Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the stockholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Sub shall provide the Company a reasonable opportunity to review and comment on such Offer Documents or response (including the proposed final version thereof), and Parent and Sub shall give reasonable consideration to any such comments. (c) The Borrower Parent shall not permit Bidco provide or cause to take be provided to Sub on a timely basis the funds necessary to pay for any action or step (or permit the taking shares of any action or step) which may result in BidcoCompany Common Stock that Sub becomes obligated to accept for payment, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer and pay for, pursuant to Section 35 the Offer, and shall cause Sub to perform, on a timely basis, all of the German Takeover CodeSub's obligations under this Agreement. (d) Except as required by law or regulation, Sub shall be entitled to deduct and withhold from the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries consideration otherwise payable pursuant to make any statement or announcement (other than in the Offer Document) which contains to any information holder of shares of Company Common Stock such amounts as Sub is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or statement concerning any provision of state, local or foreign tax Law. To the Loan Documents or extent that amounts are so withheld and paid over by Sub to the Arrangersappropriate taxing authority, Agents or Lenders without such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the prior consent holder of the Arrangersshares of Company Common Stock in respect of which such deduction and withholding was made by Sub.

The Offer. (a) Subject to the conditions of this ---------- Agreement including those set forth in Annex B hereto, as promptly as practicable but in no event later than five Business Days after the date of this Agreement, Purchaser shall, and Parent shall cause Purchaser to, commence the Offer within the meaning of the applicable Regulations of the SEC. The Borrower obligation of Purchaser to, and of Parent to cause Purchaser to, commence the Offer or accept for payment, or pay for, any shares of Company Common Stock tendered pursuant to the Offer shall not permit Bidco be subject to the conditions set forth in Annex B (any of which may be waived by Purchaser in its sole and reasonable judgment provided that, without the Arrangers’ prior written consent of the Company, Purchaser may not -------- waive the Minimum Tender Condition) and to the other provisions of this Agreement. The initial expiration date of the Offer shall be the 20th Business Day following the commencement of the Offer (such consent not determined using Rule 14d-1(e)(6) under the Exchange Act). Purchaser expressly reserves the right to be unreasonably withheld, conditioned or delayed)) (i) to amend, supplement, modify, waive or treat as satisfied any condition modify the terms of the Offer, except that, without the Convertible Offer or consent of the Private Sale or Company, Purchaser shall not (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) amend, supplement, modify or waive (A) any term reduce the price per share of the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration Company Common Stock to be paid pursuant to the shareholders of Target Offer, (iii) modify or add to the conditions set forth in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid Annex B in any manner adverse to the holders of shares of Company Common Stock, (iv) except as provided in the Convertible Bonds next sentence, extend the Offer, (v) change the form of consideration payable in connection with the Convertible Bond Offer or (vi) otherwise amend the Offer in any manner adverse to exceedthe holders of shares of Company Common Stock. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Purchaser's obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived; provided, -------- however, that the expiration date shall not be later than the Termination Date ------- as a result of such extension, (ii) extend the Offer for a period of not more than 10 Business Days beyond the expiration date that would otherwise be permitted under clause (i) of this sentence, if on the date of such extension (x) less than 90% of the Fully Diluted Shares have been validly tendered and not properly withdrawn pursuant to the Offer and (y) Purchaser has permanently waived all of the conditions to the Offer set forth in Annex B (other than conditions that are not legally capable of being satisfied and conditions that have not been satisfied because of the willful or intentional action or inaction of the Company), and (iii) extend the Offer for any period required by any Regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. If, on a price any scheduled expiration date of the Offer, any of the conditions set forth in Annex B have not been satisfied or value per bond basiswaived and such unsatisfied conditions are still capable of being satisfied, the Maximum Convertible Company may require Purchaser to extend the expiration date of the Offer Considerationfor a period of not more than 10 Business Days; provided, however, that Purchaser shall not be -------- ------- required to extend the expiration date later than the Termination Date. On the terms and subject to the conditions of the Offer and this Agreement, Purchaser shall, and Parent shall cause Purchaser to, pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) Without prejudice Notwithstanding anything to the contrary contained in this Agreement, Parent and Purchaser shall not be required to commence the Offer in any jurisdiction other than the United States of America. (c) On the date of the abovecommencement of the Offer, without Purchaser shall file with the Arrangers’ prior written consent SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer (such consent not "Schedule 14D-1") which will contain an offer to purchase and form of the -------------- related letter of transmittal (the Schedule 14D-1 and the documents included therein pursuant to which the Offer will be unreasonably withheldmade, conditioned together with any supplements or delayed)amendments thereto, collectively, the Borrower shall not "Offer Documents"). Parent, Purchaser, --------------- and shall not permit Bidco or the Company each agrees promptly to correct any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised information provided by Bidco it for use in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target Offer Documents if and to the extent that it would conflict shall have become false or misleading in any material respect and Parent and Purchaser further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the Borrower’s obligation under Section 6.12(d). (c) The Borrower shall not permit Bidco SEC and be disseminated to take any action or step (or permit holders of shares of Company Common Stock, in each case, as and to the taking of any action or step) which may result in Bidco, extent required by applicable federal securities Laws. Parent and Purchaser agree to give the Borrower or any of Company and its Subsidiaries being or becoming obliged counsel a reasonable opportunity to make a mandatory offer pursuant review and comment on the Offer Documents prior to Section 35 the filing of the German Takeover Code. (d) Except as required by law Offer Documents with the SEC. Purchaser agrees to provide the Company and its counsel in writing with any comments Purchaser and its counsel may receive from the SEC or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries staff with respect to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning Documents promptly after the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangersreceipt thereof.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable and in any event no later than October 9, 2014, Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, commence, within the meaning of Rule l4d-2 under the Exchange Act, the Offer. The Borrower obligation of Merger Subsidiary to, and of Parent to cause Merger Subsidiary to, accept for payment and pay for any Shares tendered pursuant to the Offer shall be subject only to the satisfaction of the conditions set forth in Annex A and to the terms and conditions of this Agreement; provided that Parent and Merger Subsidiary may waive any of the conditions to the Offer (other than the Minimum Tender Condition, which may not permit Bidco (be waived without the Arrangers’ prior written consent (such of the Company) and may make changes in the terms and conditions of the Offer except that, without the prior written consent not to be unreasonably withheldof the Company, conditioned or delayed)) (i) no change may be made to amendthe form of consideration to be paid, supplement, modify, waive or treat as satisfied any condition of the Offer, the Convertible Offer or the Private Sale or (ii) amend, supplement, modify or waive (A) any term of no decrease in the Offer Document after submission to BaFinPrice or the number of Shares sought in the Offer may be made, (Biii) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse no change which imposes additional conditions to the Lenders, provided that any amendment, supplement, modification, waiver Offer or treatment as satisfied of modifies any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than conditions set forth in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, Annex A in each case be deemed to be materially any manner adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds Shares may be made, (iv) neither Parent nor Merger Subsidiary may extend the Offer, except in connection accordance with Section 2.1(c) and (v) otherwise amend the Convertible Bond Offer in any manner adverse to exceed, on a price the Company or value per bond basis, any holder of Shares. The parties hereto agree to cooperate in good faith to modify the Maximum Convertible terms of the Offer Considerationas and if required by the SEC. (b) Without prejudice On the date of commencement of the Offer, Parent and Merger Subsidiary shall file with the SEC, pursuant to and in accordance with Rule 14d-3 and Regulation M-A under the Exchange Act, a Tender Offer Statement on Schedule TO (as amended and supplemented from time to time, the “Schedule TO”), which shall comply in all material respects with the provisions of applicable federal securities Laws, and shall contain the offer to purchase relating to the Offer and forms of the related letter of transmittal and other appropriate documents (which documents, as amended or supplemented from time to time, are referred to herein collectively as the “Offer Documents”). Parent and the Merger Subsidiary further agree to disseminate the Offer Documents to holders of Shares as and to the extent required by applicable federal securities Laws. In conducting the Offer, Parent and the Merger Subsidiary shall comply with the provisions of the Exchange Act and any other applicable Laws necessary to be complied with in connection with the Offer. The Company shall promptly furnish to Parent and Merger Subsidiary all information concerning the Company and its Subsidiaries and the Company’s stockholders that may be required by the Exchange Act to be set forth in the Offer Documents or reasonably requested by Parent and Merger Subsidiary for inclusion therein The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Merger Subsidiary shall give reasonable and good faith consideration to any of comments made by the above, without Company and its counsel. Parent and Merger Subsidiary agree to provide the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not Company and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to its counsel (i) enter into agreements which entitle them any comments that may be received from the SEC or its staff (whether written or oral) with respect to demand the transfer of title Offer Documents promptly after receipt thereof and prior to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, responding thereto and (ii) take any actions or measures which would result in an attribution of voting rights pursuant a reasonable opportunity to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco participate in the general meeting resolving upon response of Parent and Merger Subsidiary to these comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with Parent and Merger Subsidiary or their counsel in any discussions or meetings with the Domination Agreement; this shall apply mutatis mutandis SEC. Each of Parent, Merger Subsidiary and the Company agrees promptly to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take correct any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares information provided by it for use in the Target Offer Documents if and to the extent that it would conflict shall have become false or misleading in any material respect, and Parent and Merger Subsidiary further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the Borrower’s obligation under Section 6.12(d)SEC and be disseminated to holders of Shares, in each case, as and to the extent required by applicable Law. (c) The Borrower initial scheduled expiration date of the Offer shall be midnight, New York City time, on the twentieth Business Day after (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) the date of its commencement (the initial “Expiration Date,” and if and only if the expiration time and date is extended as authorized in this Agreement, as so extended, the “Expiration Date”); provided, however, that Merger Subsidiary: (i) may, from time to time extend the Offer for one or more periods of up to 10 Business Days each (or such longer period as may be agreed to by the Company), if at the scheduled Expiration Date any of the conditions of the Offer, including the Minimum Tender Condition and the conditions and requirements set forth on Annex A (other than conditions which by their nature are to be satisfied at the closing of the Offer), shall not permit Bidco have been satisfied or waived, until such time as such conditions are satisfied or waived to take the extent permitted by this Agreement or (ii) shall extend the Offer for any action period required by any rule, regulation, interpretation or step (position of the SEC or permit the taking staff thereof applicable to the Offer. Subject to the terms and conditions of any action or step) which may result in Bidcothe Offer and this Agreement, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, accept for payment and pay for Shares validly tendered and not withdrawn pursuant to the Offer as soon as possible after the Expiration Date so long as the conditions and requirements set forth on Annex A have been complied with or validly waived. The Offer may not be terminated prior to its scheduled Expiration Date (as it may be extended in accordance with this Agreement) unless this Agreement is terminated in accordance with Section 35 of the German Takeover Code8.1. (d) Except as required by law Parent shall provide or regulation, cause to be provided to Merger Subsidiary on a timely basis the Borrower shall not, and not permit BidCo nor funds necessary to purchase any of its other Subsidiaries Shares that Merger Subsidiary becomes obligated to make any statement or announcement (other than in purchase pursuant to the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the ArrangersOffer.

The Offer. (a) The Borrower As promptly as practicable after the date hereof, but in no event later than the tenth calendar day after the date of the first public announcement of the execution and delivery of this Agreement, Parent shall not permit Bidco cause Merger Sub to commence (without within the Arrangers’ prior written consent meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such consent not to be unreasonably withheldincluding the rules and regulations promulgated thereunder, conditioned or delayedthe “Exchange Act”)) the Offer to purchase for cash all Shares at the Offer Price. The obligations of Merger Sub, and of Parent to cause Merger Sub, to accept for payment and pay for any Shares tendered and not validly withdrawn pursuant to the Offer shall be subject to (i) the satisfaction of the Minimum Condition (as defined in Exhibit A hereto) and (ii) the satisfaction or waiver by Parent or Merger Sub of each of the other conditions set forth in Exhibit A hereto (together with the Minimum Condition, the “Offer Conditions”). Each of Parent and Merger Sub expressly reserves the right, in its sole discretion, to amend(A) increase the Offer Price, supplement, modify, (B) waive any Offer Condition or treat as satisfied (C) modify any condition of the other terms or conditions of the Offer, except that, unless otherwise provided by this Agreement, without the Convertible consent of the Company, Parent and Merger Sub shall not (1) reduce the Offer Price, (2) change the form of consideration payable in the Offer (other than by adding consideration), (3) reduce the number of Shares subject to the Offer, (4) impose additional conditions to the Offer, (5) waive or change the Private Sale Minimum Condition, (6) add to the Offer Conditions, (7) extend or otherwise change the expiration time of the Offer except as required or permitted by Section 1.1(b) or (ii) amend, supplement, 8) amend or modify any Offer Condition or waive (A) any term of the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreementin a manner that is, or grant any consent under any of themwould reasonably be expected to be, in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer ConsiderationShares. (b) Without prejudice to any The Offer shall expire at 5:00 p.m. (New York City time) on the date that is 21 Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the commencement of the aboveOffer (the “Initial Expiration Date”) or, without in the Arrangers’ prior written consent (such consent not event the Initial Expiration Date has been extended pursuant to be unreasonably withheld, conditioned or delayed)and in accordance with this Agreement, the Borrower shall not date and shall not permit Bidco or any other Affiliate time to which the Offer has been so extended (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Initial Expiration Date, (ii) take any actions or measures such later date and time to which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of Initial Expiration Date has been so extended, the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d“Expiration Date”). (c) The Borrower Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VIII (and subject to each party’s right to terminate this Agreement in accordance with Article VIII), the Offer shall be extended from time to time as follows: (i) If, on or prior to any then scheduled Expiration Date, the Offer Conditions shall not permit Bidco have been satisfied or waived by Parent or Merger Sub if permitted hereunder and to take the extent permitted by applicable Law, then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten Business Days each until the Offer Conditions are satisfied or waived; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. (ii) Merger Sub shall extend the Offer for any action period or step periods required by applicable Law, interpretation or position of the Securities and Exchange Commission (or permit its staff) (the taking of any action “SEC”) or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 of the German Takeover CodeNASDAQ Capital Market (“NASDAQ”). (d) Except as required by law or regulation, the Borrower Merger Sub shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in terminate the Offer Document) which contains prior to any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders scheduled Expiration Date without the prior written consent of the ArrangersCompany, except in the event that this Agreement is terminated in accordance with Article VIII. In the event that this Agreement is terminated in accordance with Article VIII, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours of such termination), terminate the Offer. If the Offer is terminated by Merger Sub, or this Agreement is terminated prior to the purchase of Shares in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. (e) Subject to the terms of the Offer and this Agreement and the satisfaction of all of the Offer Conditions, Merger Sub will accept for payment (the time of such acceptance, the “Acceptance Time”) and thereafter pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the Expiration Date or as soon as practicable following the valid tender thereof.

The Offer. (a) The Borrower Provided that: (x) this Agreement shall not permit Bidco have been terminated in accordance with ‎Article V and (without y) the Arrangers’ prior written consent Company shall have complied with its obligations under ‎Section 1.3, as promptly as reasonably practicable, and in any event within 10 days of the date of this Agreement, Parent shall commence (such consent not to be unreasonably withheldwithin the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, conditioned or delayedas amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)) the Offer. The obligations of Parent to accept for payment and pay for any Shares tendered pursuant to the Offer shall be subject to the terms and conditions of this Agreement, including (i) the satisfaction of the Minimum Condition (as defined in ‎Exhibit A hereto) and (ii) the satisfaction or waiver by Parent of each of the other conditions set forth in ‎Exhibit A hereto (together with the Minimum Condition, the “Offer Conditions”). Parent expressly reserves the right to amend(A) increase the Offer Price, supplement(B) waive any Offer Condition (other than the Minimum Condition, modifyif the validly tendered and not withdrawn number of Shares, together with the Shares, if any, then owned by Parent or any of its Subsidiaries, would represent at least one Share less than 66.67% of the number of Shares issued and outstanding, or the Antitrust Condition) or (C) modify any of the other terms or conditions of the Offer not inconsistent with the terms of this Agreement, except that, without the consent of the Company, Parent shall not (1) reduce the Offer Price, (2) change the form of consideration payable in the Offer (other than by adding cash consideration), (3) reduce the number of Shares sought in the Offer or (4) add to the Offer Conditions, (5) amend or modify any of the Offer Conditions in a manner that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, materially delay or impair the ability of Parent to consummate the Offer, or (6) change or waive the Minimum Condition, if the validly tendered and not withdrawn number of Shares, together with the Shares, if any, then owned by Parent or treat any of its Subsidiaries, would represent at least one Share less than 66.67% of the number of Shares issued and outstanding, or the Antitrust Condition, (7) extend or otherwise change the Expiration Date in a manner other than as required or permitted by Section 1.1(b) of this Agreement or (8) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. For the avoidance of doubt, the Company will procure that no Share held in the treasury of the Company or any of its Subsidiaries immediately prior to the Acceptance Time (collectively, “Excluded Shares”) will be tendered pursuant to the Offer. (b) The Offer shall expire at one minute after 11:59 p.m. Eastern Time on the date that is 20 Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the commencement of the Offer, unless otherwise agreed to in writing by Parent and the Company (such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the contrary contained in this Agreement, but subject to the parties’ respective termination rights under ‎Section 5.1: (i) if, as of the then-scheduled Expiration Date, any Offer Condition has not been satisfied or waived, Parent may, in its discretion (and without the consent of the Company or any condition other Person), extend the Offer on one or more occasions, for an additional period of up to 10 Business Days per extension, to permit such Offer Condition to be satisfied; (ii) Parent shall extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof or the rules of the Nasdaq Global Market (“Nasdaq”) applicable to the Offer; and (iii) if, at the then-scheduled expiration time of the Offer, the Convertible Offer Company brings or shall have brought any action in accordance with ‎Section 6.10 to enforce specifically the Private Sale performance of the terms and provisions of this Agreement by Parent, the Expiration Date shall be extended (x) for the period during which such action is pending or (iiy) amendby such other time period established by the court presiding over such action, supplementas the case may be; provided, modify or waive (A) any term of however, that in no event shall Parent be required to extend the Offer Document after submission beyond the earliest to BaFin, occur of (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (ix) the consideration to be paid to the shareholders valid termination of Target this Agreement in connection compliance with the Offer and to be paid under the Purchase Agreement to exceed‎Article V, on a price or value per share basis, the Maximum Offer Consideration and (iiy) the consideration per Convertible Bond to be paid to first day immediately following October 31, 2023 (the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer Consideration. (b) Without prejudice to any of the above, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing “Outside Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d”). (c) The Borrower Subject to the terms and conditions of this Agreement, including the satisfaction or waiver of all of the Offer Conditions, Parent will irrevocably accept for payment (the time of such acceptance, the “Acceptance Time”) and thereafter pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Date in accordance with ‎Section 1.6(a), provided, that with respect to Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee, Parent shall be under no obligation to make any payment for such Shares unless and until such Shares are delivered in settlement or satisfaction of such guarantee. Without limiting the generality of the foregoing, Parent shall provide on a timely basis the funds that are necessary to pay for any and all Shares that Parent becomes obligated to purchase pursuant to the Offer and this Agreement. For the avoidance of doubt, Parent shall not permit Bidco accept for payment or pay for any Shares if, as a result, Parent would acquire less than the number of Shares necessary to take satisfy the Minimum Condition. The Offer Price payable in respect of each Share validly tendered and not withdrawn pursuant to the Offer shall be paid, without interest, net to the holder thereof in cash, subject to any action or step (or permit withholding Taxes payable in respect thereof pursuant to applicable Law and ‎Section 1.7. Subject to the taking of any action or step) which may result in BidcoCompany Shareholder Approval, the Borrower Company shall register Parent, or any of its Subsidiaries being or becoming obliged to make if Shares are held by a mandatory offer pursuant to Section 35 nominee, such nominee in the share register of the German Takeover CodeCompany as shareholder with voting rights with respect to any Shares irrevocably accepted for payment effective as soon as reasonably practicable after the Acceptance Time; provided that Parent shall have paid for such Shares concurrently with the transfer of such Shares. (d) Except Notwithstanding anything in this Agreement to the contrary, if, at any time occurring on or after the date hereof and prior to the Acceptance Time, any change in the outstanding equity interests of the Company shall occur as required by law a result of any reorganization, reclassification, recapitalization, stock split (including a reverse stock split), subdivision or regulationcombination, exchange or readjustment of shares, or any stock dividend or stock distribution (including any dividend or other distribution of securities convertible into Shares) with a record date during such period, the Borrower Offer Price will be equitably adjusted to reflect such change and provide the holders of each Share the same economic effect as contemplated by this Agreement prior to such event; provided, that nothing in this ‎Section 1.1(d) shall not, and not be construed to permit BidCo nor the Company to take any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders such action without the prior consent of the ArrangersParent if required under ‎Section 4.2.

The Offer. (a) The Borrower Provided that this Agreement shall not permit Bidco have been terminated in accordance with Section 8.1 and subject to the other provisions of this Agreement, as promptly as practicable but in no event later than five (5) Business Days after the date of the public announcement by Purchaser and the Company of this Agreement, Acquisition Sub shall, and Purchaser shall cause Acquisition Sub to, commence the Offer. The obligation of Acquisition Sub to, and of Purchaser to cause Acquisition Sub to, commence the Offer and accept for payment, and pay for, any Shares of Company Common Stock properly tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex ----- A attached hereto (the "Offer Conditions"), any of which may be waived, in whole - or in part, by Acquisition Sub, in its sole discretion. Acquisition Sub expressly reserves the right to modify the terms of the Offer in a manner not inconsistent with this Agreement, except that, without the Arrangers’ prior written consent (such consent of the Company, Acquisition Sub shall not to be unreasonably withheld, conditioned or delayed)) (i) to amend, supplement, modify, waive or treat otherwise modify the Minimum Condition so as satisfied to reduce the minimum number of Shares that Acquisition Sub will accept in the Offer to an amount constituting less than fifty-one percent (51%) of the aggregate outstanding Shares (assuming the exercise of all options to purchase, and the conversion or exchange of all securities convertible or exchangeable into, Shares outstanding as of the consummation of the Offer), (ii) reduce the Per Share Amount, (iii) impose any condition conditions to the Offer in addition to the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) accept for payment or pay for any Shares pursuant to the Offer prior to January 4, 2000. Notwithstanding the foregoing, Acquisition Sub may, without the consent of the Company, (i) extend the Offer if, at the scheduled or extended expiration date of the Offer, the Convertible Offer or the Private Sale or (ii) amend, supplement, modify or waive (A) any term of the Offer Document after submission to BaFinConditions shall not be satisfied or waived, (B) any term of the Convertible Offer Document after publication until such time as such conditions are satisfied or (C) any term of the Purchase Agreement, or grant any consent under any of themwaived but, in each case in any respect thatevent, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower Acquisition Sub shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheldof the Company, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with extend the Offer and to be paid under beyond the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and Cut-Off Date (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer Consideration. (b) Without prejudice to any of the above, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth as defined in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date8.1(b) hereof), (ii) take extend the Offer for any actions period required by any rule, regulation, interpretation or measures which would result in an attribution of voting rights pursuant to Section 30 position of the German Takeover Act pursuant SEC or the staff thereof applicable to Section 4.2.1(iii) the Offer but, in any event, Acquisition Sub shall not, without the prior written consent of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in Company, extend the general meeting resolving upon Offer beyond the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement Cut-Off Date, or (iii) take extend the Offer for a period of up to five (5) Business Days if, on any action scheduled expiration date on which the Offer Conditions shall have been satisfied or waived, the number of Shares which have been validly tendered and not withdrawn represent more than 50% of the aggregate outstanding Shares (assuming the exercise of all options to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease purchase, and the conversion price under any bond or exchange of all securities convertible or exchangeable into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d). (c) The Borrower shall not permit Bidco to take any action or step (or permit the taking of any action or step) Shares which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 are outstanding as of the German Takeover Code. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent consummation of the ArrangersOffer), but less than 90% of the then issued and outstanding Shares.

The Offer. (a) Subject to the conditions of this --------- Agreement, as promptly as practicable but in no event later than five business days after the date of this Agreement, Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The Borrower shall not permit Bidco obligation of Sub to, --- and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Capital Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A (any of which may be waived by Sub, in its sole discretion, provided that, without the Arrangers’ prior written consent of the Company, -------- Sub may not waive the Minimum Tender Condition (such consent not to be unreasonably withheld, conditioned or delayedas defined in Exhibit A)) (i) and to amendthe other conditions in this Agreement. The initial expiration date of the Offer shall be January 5, supplement, modify, waive or treat as satisfied any condition 2000. Sub expressly reserves the right to modify the terms of the Offer, except that, without the Convertible consent of the Company, Sub shall not (i) reduce the number of shares of Company Capital Stock subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the Offer, (iii) reduce the price per share of Company Preferred Stock to be paid pursuant to the Offer, (iv) modify or add to the conditions set forth in Exhibit A, (v) extend the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend the Private Sale Offer in any manner materially adverse to holders of Company Capital Stock. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer, if, at the scheduled expiration date of the Offer, any of the conditions to Sub's obligation to purchase shares of Company Capital Stock are not satisfied, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason for a period (a "Parent Extension Period") of not more than 10 ----------------------- business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) amend, supplement, modify of this sentence or waive (A) any term that results from an extension of the Offer Document after submission requested by the Company pursuant to BaFinthe next sentence; provided, however, that if Sub extends the Offer pursuant to clause (Biii) of -------- ------- this sentence, it shall waive during any term such Parent Extension Period all conditions of the Convertible Offer Document after publication set forth in Exhibit A other than (x) the Minimum Tender Condition and (y) the condition in paragraph (b) of Exhibit A solely to the extent Parent and Sub would violate any Applicable Law (as defined in Section 3.05(a)) or Judgment (Cas defined in Section 3.05(a)) in purchasing shares of Company Common Stock pursuant to the Offer. If any term of the Purchase Agreementconditions of the Offer set forth in Exhibit A (other than the Minimum Tender Condition) is not satisfied or waived on any scheduled expiration date of the Offer, then, if requested by the Company, Sub shall extend the Offer one or grant any consent under any more times (the period of them, in each case in any respect that, such extension to be determined by Sub) for up to 30 days in the aggregate, is materially adverse to the Lendersaggregate for all such extensions, provided that at the time of such extension any amendment, supplement, modification, waiver or treatment as satisfied such condition is reasonably capable of any of being satisfied. On the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature terms and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse subject to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders conditions of Target in connection with the Offer and to be paid under the Purchase Agreement to exceedthis Agreement, on a price or value per share basisSub shall, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid Parent shall cause Sub to, pay for all shares of Company Capital Stock validly tendered and not withdrawn pursuant to the holders Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer ConsiderationOffer. (b) Without prejudice to any On the date of commencement of the aboveOffer, without Parent and Sub shall file with the Arrangers’ prior written consent SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such consent not Schedule 14D-1 and the documents included therein pursuant to which the Offer will be unreasonably withheldmade, conditioned together with any supplements or delayed)amendments thereto, the Borrower "Offer Documents"). Each of Parent, Sub --------------- and the Company shall not and shall not permit Bidco or promptly correct any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised information provided by Bidco it for use in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target Offer Documents if and to the extent that it would conflict such information shall have become false or misleading in any material respect, and each of Parent and Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the Borrower’s obligation under Section 6.12(d). (c) The Borrower shall not permit Bidco SEC and to take any action or step (or permit be disseminated to the taking of any action or step) which may result Company's stockholders, in Bidcoeach case, as and to the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 of the German Takeover Code. (d) Except as extent required by law applicable Federal securities laws. Parent and Sub shall provide the Company and its counsel with any comments Parent, Sub or regulation, their counsel may receive from the Borrower shall not, and not permit BidCo nor any of SEC or its other Subsidiaries staff with respect to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning Documents promptly after the Loan Documents or the Arrangers, Agents or Lenders without the prior consent receipt of the Arrangerssuch comments.

The Offer. (a) The Borrower Provided that this Agreement shall not permit Bidco have been terminated in accordance with Article VII and none of the events or conditions set forth in Annex A (without other than clause (e) of Annex A) shall have occurred and be existing and shall not have been waived by Parent or Merger Sub (the Arrangers’ conditions set forth in Annex A, the “Tender Offer Conditions”), Merger Sub shall commence (within the meaning of Rule 14d-2 under the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)), as promptly as reasonably practicable after the date of this Agreement and in any event within 8 Business Days after the date of this Agreement, the Offer. Without the prior written consent (such consent of the Company, Merger Sub shall not decrease the Offer Price or change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought to be unreasonably withheldpurchased in the Offer, conditioned impose conditions to the Offer in addition to the Tender Offer Conditions, change or delayedwaive the Minimum Condition or, except as provided in Section 1.01(c)) (i) , extend the expiration of the Offer beyond the initial Expiration Date, or amend any other term of the Offer in a manner adverse to amend, supplement, modify, the Company Stockholders; provided that Merger Sub expressly reserves the right to increase the Offer Price and to waive or treat as satisfied any condition of the Offer, except the Convertible Offer Minimum Condition. The Company agrees that no shares of Company Common Stock held by the Company or the Private Sale or (ii) amend, supplement, modify or waive (A) any term of the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, its Subsidiaries will be tendered in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer ConsiderationOffer. (b) Without prejudice Merger Sub shall file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO with respect to the Offer on the date that the Offer is commenced, which Tender Offer Statement shall include an offer to purchase, form of transmittal letter and form of notice of guaranteed delivery (together with any supplements or amendments thereto, collectively, the “Offer Documents”) and, subject to the Company’s compliance with Section 1.02(c), cause the Offer Documents to be disseminated to the Company Stockholders in accordance with the applicable requirements of the aboveU.S. federal securities laws. The Company, without the Arrangers’ prior written consent (such consent not Parent and Merger Sub each agree promptly to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or correct any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised information provided by Bidco it for use in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target Offer Documents if and to the extent that it would conflict shall have become false or misleading in any material respect, and Parent further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the Borrower’s obligation under SEC and disseminated to the Company Stockholders to the extent required by applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning Company that is required or reasonably requested by Parent or Merger Sub in connection with the obligations relating to the Offer Documents contained in this Section 6.12(d1.01(b). The Company and its counsel shall be given the opportunity to review and comment on the Offer Documents sufficiently in advance of filing with the SEC or dissemination to the Company Stockholders. (c) The Borrower Subject to the terms and conditions thereof, the Offer shall remain open until midnight, New York City time, at the end of the 20th Business Day after the date that the Offer is commenced (the “Expiration Date”), unless Merger Sub shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the two succeeding sentences or as may be required by applicable Law, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended may expire; provided, however, that Merger Sub may, without the consent of Company, (i) extend the Offer for one or more periods of not more than five Business Days if, at the scheduled Expiration Date, any of the conditions of the Offer shall not permit Bidco to take have been satisfied or waived; (ii) extend the Offer for any action period required by any rule, regulation, interpretation or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 position of the German Takeover CodeSEC or the staff of the SEC (the “SEC Staff”) thereof applicable to the Offer; or (iii) if all of the Tender Offer Conditions are satisfied but the number of shares of Company Common Stock that have been validly tendered and not withdrawn in the Offer, together with any shares of Company Common Stock then owned by Parent, is less than 90% of the outstanding shares of Company Common Stock, commence a subsequent offering period (as provided in Rule 14d-11 under the Exchange Act) for three to 20 Business Days to acquire outstanding shares of Company Common Stock. (d) Except as required by law Subject to the terms and conditions set forth in this Agreement and to satisfaction or regulationwaiver of the Tender Offer Conditions, the Borrower shall notMerger Sub shall, and Parent shall cause it to, as soon as practicable after the Expiration Date, accept for payment and pay for (after giving effect to any required withholding Tax) all shares of Company Common Stock that have been validly tendered and not permit BidCo nor withdrawn pursuant to the Offer. If Merger Sub shall commence a subsequent offering period in connection with the Offer, Merger Sub shall accept for payment and pay for (after giving effect to any required withholding Tax) all additional shares of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the ArrangersCompany Common Stock validly tendered during such subsequent offering period.

The Offer. (a) The Borrower Provided that this Agreement shall not permit Bidco have been terminated and subject to the terms hereof, as promptly as practicable, but in no event later than five (without 5) business days after the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)) (i) to amend, supplement, modify, waive or treat as satisfied any condition public announcement of the Offerexecution hereof by the parties, Acquisition shall (and Parent shall cause Acquisition to) commence (within the Convertible Offer or meaning of Rule 14d-2 under the Private Sale or Securities Exchange Act of 1934, as amended (ii) amend, supplement, modify or waive (A) any term of the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed"Exchange Act")), permit the Offer for any and all of the Shares, at the Offer Price. The obligation of Acquisition to accept for payment and to pay for any Shares tendered (and the obligation of Parent to cause Acquisition to accept for payment and to pay for any Shares tendered) shall be subject only to (i) the consideration to be paid condition that at least a majority of Shares on a fully-diluted basis (including for purposes of such calculation all Shares issuable upon exercise of all vested Company Stock Options (as defined in Section 3.2(a)) and unvested Company Stock Options that vest prior to the shareholders Final Date (as defined in Section 7.1), but excluding any Shares held by the Company or any of Target in connection with its subsidiaries) be validly tendered (the Offer and to be paid under the Purchase Agreement to exceed"Minimum Condition"), on a price or value per share basis, the Maximum Offer Consideration and (ii) the other conditions set forth in Annex A. Acquisition expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing, no change may be made that (i) decreases the Offer Price, (ii) changes the form of consideration per Convertible Bond to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer, (iv) imposes conditions to the Offer in addition to those set forth in Annex A, (v) amends the conditions set forth in Annex A to broaden the scope of such conditions, (vi) amends any other term of the Offer in a manner adverse to the holders of the Convertible Bonds Shares, (vii) extends the Offer except as provided in connection with Section 1.1(b), or (viii) amends or waives the Convertible Bond Offer Minimum Condition. It is agreed that the conditions set forth in Annex A are for the sole benefit of Parent and Acquisition and may be waived by Parent and Acquisition, in whole or in part at any time and from time to exceedtime, on in their sole discretion, other than the Minimum Condition, as to which prior written Company approval is required. The failure by Parent and Acquisition at any time to exercise any of the foregoing rights shall not be deemed a price waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. The Company agrees that no Shares held by the Company or value per bond basis, any of its subsidiaries will be tendered in the Maximum Convertible Offer ConsiderationOffer. (b) Without prejudice Subject to the terms and conditions thereof, the Offer shall expire at midnight, New York City time, on the date that is twenty (20) business days after the date the Offer is commenced; provided, however, that without the consent of the Company's Board of Directors (the "Company Board"), Acquisition may (i) from time to time extend the Offer, if at the scheduled expiration date of the Offer any of the above, without conditions to the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower Offer shall not and shall not permit Bidco have been satisfied or any other Affiliate (waived, until such time as such conditions are satisfied or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, waived; (ii) take extend the Offer for any actions period required by any rule, regulation, interpretation or measures which would result in an attribution of voting rights pursuant to Section 30 position of the German Takeover Act pursuant Securities and Exchange Commission (the "SEC") or the staff thereof applicable to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination AgreementOffer; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take extend the Offer for any action to declare a special dividend reason on one or more occasions for an aggregate period of Target not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence if on such expiration date there shall not have been tendered at least 90% of the outstanding Shares. Parent and Acquisition agree that, if any time prior one or more of the conditions to the execution Offer set forth on Annex A are not satisfied and none of a Domination Agreement the events set forth in paragraphs (a) through (f) of Annex A that would decrease permit Acquisition not to accept tendered Shares for payment has occurred and is continuing at the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d). (c) The Borrower shall not permit Bidco to take any action or step (or permit the taking time of any action or step) which may result in Bidcoscheduled expiration date of the Offer, then, provided, that such conditions are reasonably capable of being satisfied, Acquisition shall extend the Borrower Offer from time to time unless any such condition is no longer reasonably capable of being satisfied or any of its Subsidiaries being or becoming obliged such event has occurred; provided, however, that in no event shall Acquisition be required to make a mandatory offer pursuant to Section 35 extend the Offer beyond January 31, 2000 (provided that if on January 31, 2000 the condition set forth in clause (ii) of the German Takeover Code. (d) Except as required by law or regulation, first paragraph of Annex A hereto regarding the Borrower shall not, HSR Act is not satisfied and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent none of the Arrangers.events set forth in paragraphs (a) through (f) of Annex A that would permit Acquisition not to accept Shares tendered for payment has occurred and is continuing, then

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable, but in no event later than five business days after the date of the public announcement of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, commence the Offer within the meaning of the applicable rules and regulations of the United States Securities and Exchange Commission (the "SEC"). The Borrower obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment or pay for any Company Common Shares tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A hereto. The initial expiration date of the Offer shall not permit Bidco be January 3, 2001 (without determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Arrangers’ prior written consent Securities Exchange Act of 1934, as amended (such consent not the "Exchange Act")). Merger Sub expressly reserves the right to be unreasonably withheld, conditioned or delayed)) (i) to amend, supplement, modify, waive or treat as satisfied any condition to the Offer or to modify the terms of the Offer, the Convertible Offer or the Private Sale or (ii) amend, supplement, modify or waive (A) any term of the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect thatits sole discretion; provided, in however, that without the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any consent of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shallCompany, in each case be deemed to be materially adverse to the Lenders. The Borrower Merger Sub shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) reduce the consideration number of Company Common Shares subject to the Offer, (ii) reduce the price per Company Common Share to be paid pursuant to the shareholders Offer or change the form or time of Target delivery of consideration, (iii) amend or waive the Minimum Tender Condition (as defined in connection with Exhibit A hereto) or add to the conditions set forth in Exhibit A hereto, (iv) except as provided below in this Section 1.1(a), extend the Offer, or (v) otherwise amend the terms of the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid in any manner adverse to the holders of Company Common Shares. Notwithstanding the Convertible Bonds foregoing, Merger Sub may, at any time and from time to time, and, in connection with each case, subject to Section 8.1 hereof, take one or more of the Convertible Bond following actions without the consent of the Company: (A) extend the Offer for one or more periods of time that Merger Sub reasonably believes are necessary to cause the conditions to the Offer to exceedbe satisfied, if at the scheduled expiration date of the Offer any of the conditions to Merger Sub's obligation to accept Company Common Shares for payment is not satisfied or waived, until such time as all such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof that is applicable to the Offer or (C) extend the Offer for an aggregate period of not more than 10 business days beyond the latest applicable date that would otherwise be permitted under clause (A) or (B) of this sentence, if, as of such date, all of the conditions to Merger Sub's obligation to accept Company Common Shares for payment (including the Minimum Tender Condition) are satisfied or waived, but the number of Company Common Shares validly tendered and not withdrawn pursuant to the Offer equals less than 90% of the outstanding Company Common Shares (determined on a price fully diluted basis for all outstanding stock options, convertible securities and any other rights to acquire Company Common Stock on the date of purchase). Without limiting the rights of Merger Sub to extend the Offer pursuant to the immediately preceding sentence, Parent and Merger Sub agree that if (I) (x) all of the conditions to the Offer are not satisfied on any scheduled expiration date of the Offer, (y) such conditions are reasonably capable of being satisfied within 30 days after the initial expiration date of the Offer and (z) the Company is in compliance with all of its covenants in this Agreement, or value per bond basis(II) any rule, regulation, interpretation or position of the Maximum Convertible SEC or the staff thereof that is applicable to the Offer Considerationrequires an extension of the Offer, then Merger Sub shall extend the Offer for one or more periods of time that Merger Sub reasonably believes are necessary to cause the conditions of the Offer to be satisfied, until all such conditions are satisfied or waived; provided, however, that Merger Sub shall not be required to extend the Offer pursuant to this sentence beyond the 30th day after the initial expiration date of the Offer, unless otherwise required pursuant to (II) above. Subject to Section 8.1 hereof, Merger Sub may, without the consent of the Company, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 under the Exchange Act, following its acceptance of Company Common Shares for payment pursuant to the Offer. On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, pay for all Company Common Shares validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) Without prejudice As soon as practicable on the date of commencement of the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (such Tender Offer Statement, together with all amendments and supplements thereto, the "Schedule TO"), which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule TO and the documents contained therein pursuant to which the Offer will be made, in each case together with all supplements and amendments thereto, the "Offer Documents"). Parent and Merger Sub (i) agree that, on the date on which the Schedule TO is filed with the SEC and on each date on which any amendment or supplement to any Offer Document is filed with the SEC, the Offer Documents shall comply as to form in all material respects with the Exchange Act and the rules and regulations promulgated thereunder, and (ii) represent and warrant that, on the date first published, sent or given to Shareholders, the Offer Documents will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the abovecircumstances under which they were made, without not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied in writing by or on behalf of the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco Company or any of their Affiliates within its officers or directors specifically for inclusion or incorporation by reference in any Offer Document. Each of Parent and Merger Sub (or the meaning Company, in the case of Section 2(5) any information supplied by or on behalf of the German Takeover ActCompany or any of its officers or directors specifically for inclusion or incorporation by reference in any Offer Document) agree promptly to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take correct any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco information contained in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target Offer Documents if and to the extent that it would conflict such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents to reflect such correction and to cause the Offer Documents as so amended or supplemented to be filed with the Borrower’s obligation under Section 6.12(d)SEC and disseminated to the Shareholders, in each case as and to the extent required by applicable Federal and state securities laws. Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment upon the Offer Documents (including, without limitation, any amendment or supplement thereto) prior to their filing with the SEC or dissemination to the Shareholders. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and orally, with any oral comments) that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall provide the Company and its counsel with a reasonable opportunity to participate in the response of Parent and Merger Sub to any such comments. (c) The Borrower shall not permit Bidco parties hereto agree to take promptly file with the Commonwealth of Massachusetts any action or step (or permit registration statement relating to the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged Offer required to make a mandatory offer be filed pursuant to Section 35 Chapter 110C of the German Takeover Code. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.Massachusetts

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable (but in no event later than ten business days) after the date of this Agreement, Sub shall, and Parent shall cause Sub to, commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), the Offer. The Borrower obligations of Sub to, and of Parent to cause Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Exhibit A (the “Offer Conditions”). The initial expiration date of the Offer shall not permit Bidco be midnight, New York City time, on the 20th business day following the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Sub expressly reserves the right to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the Arrangers’ prior written consent (such consent of the Company, Sub shall not to be unreasonably withheld, conditioned or delayed)) (i) reduce the number of shares of Company Common Stock subject to amendthe Offer, supplement(ii) reduce the Offer Price, modify(iii) change, modify or waive the Minimum Tender Condition, (iv) add to the conditions set forth in Exhibit A or treat modify any Offer Condition in a manner adverse to the holders of Company Common Stock, (v) except as otherwise provided in this Section 1.01(a), extend the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding anything in this Agreement to the contrary, and without limiting Parent’s or Sub’s obligations under the following sentence, Sub (A) may, in its sole discretion, without consent of the Company, extend the Offer on one or more occasions for any period, if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not be satisfied or, in Sub’s sole discretion, waived, until such time as such condition or conditions are satisfied or waived and (B) shall extend the Offer for any condition period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer; provided, however, that in no event shall Sub be required to extend the Offer beyond the Termination Date. Parent and Sub agree that (A) if, on any then-scheduled expiration date of the Offer, any of the Offer Conditions set forth in clauses (ii) through (vi) of Exhibit A is not satisfied or, in Sub’s sole discretion, waived, then Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions, in consecutive increments of up to ten business days each, until such time as such Offer Conditions are satisfied or, in Sub’s sole discretion, waived and (B) if, on any then-scheduled expiration date of the Offer, the Convertible Minimum Tender Condition is not satisfied but all of the other Offer or Conditions set forth in Exhibit A are satisfied or, in Sub’s sole discretion, waived, then Sub shall, and Parent shall cause Sub to, extend the Private Sale or (ii) amendOffer as provided by the terms of Section 8.01(f); provided, supplementhowever, modify or waive (A) any term that in no event shall Sub be required to extend the Offer beyond the Termination Date. On the terms and subject to the conditions of the Offer Document and this Agreement, Sub shall, and Parent shall cause Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 1.01(d)) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after submission to BaFin, (B) any term the expiration date of the Convertible Offer Document after publication or (C) any term as it may be extended and re-extended in accordance with this Section 1.01(a)). Acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Purchase AgreementOffer upon the expiration of the Offer is referred to in this Agreement as the “Offer Closing”, or grant any consent under any of themand the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date”. Sub expressly reserves the right to, in each case its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” in any respect thataccordance with Rule 14d-11 under the Exchange Act, and the Offer Documents may, in the aggregateSub’s sole discretion, is materially adverse to the Lenders, provided that provide for such a reservation of right. Nothing contained in this Section 1.01(a) shall affect any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than termination rights in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer ConsiderationArticle VIII. (b) Without prejudice to any On the date of commencement of the aboveOffer, without Parent and Sub shall file with the Arrangers’ prior written consent SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such consent not Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”), and cause the Offer Documents to be unreasonably withheld, conditioned or delayed), disseminated to the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) shareholders of the German Takeover Act) Company as and to (i) enter into agreements which entitle them the extent required by Federal securities laws. The Company shall promptly after the date hereof furnish to demand Parent and Sub all information concerning the transfer of title Company required by the Exchange Act to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones be set forth in Section 4.2.1 the Offer Documents. Each of Parent, Sub and the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take Company shall promptly correct any actions information supplied by it for inclusion or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised incorporation by Bidco reference in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target Offer Documents if and to the extent that it would conflict such information shall have become false or misleading in any material respect, and each of Parent and Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the Borrower’s obligation under Section 6.12(dSEC and disseminated to the shareholders of the Company, in each case as and to the extent required by applicable Federal securities laws. Parent and Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence and summaries of all material oral communications between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Sub shall provide the Company a reasonable opportunity to review and comment on such Offer Documents or response (including the proposed final version thereof), and Parent and Sub shall give reasonable consideration to any such comments. (c) The Borrower Parent shall not permit Bidco provide or cause to take be provided to Sub on a timely basis the funds necessary to pay for any action or step (or permit the taking shares of any action or step) which may result in BidcoCompany Common Stock that Sub becomes obligated to accept for payment, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer and pay for, pursuant to Section 35 the Offer and shall cause Sub to fulfill all of the German Takeover CodeSub’s obligations under this Agreement. (d) Except Parent, Sub, the Surviving Corporation or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer to any holder of shares of Company Common Stock such amounts as Parent, Sub, the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations issued pursuant thereto (the “Code”), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over by Parent, Sub, the Surviving Corporation or the Paying Agent to the appropriate taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent, Sub, the Surviving Corporation or the Paying Agent. (e) Sub shall timely file with the Commissioner of Commerce of the State of Minnesota a registration statement related to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes (the “Minnesota Registration Statement”) and shall disseminate the Minnesota Registration Statement as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent Chapter 80B of the ArrangersMinnesota Statutes. Sub shall promptly file with the Commissioner of Commerce of the State of Minnesota all materials referred to in Section 80B.04 of the Minnesota Statutes that Parent and Sub file with the SEC or otherwise make available to the shareholders of the Company.

The Offer. (a) The Borrower shall not permit Bidco (without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)) (i) Provided that this Agreement shall not have been terminated in accordance with ARTICLE IX and that none of the events set forth in Paragraph 2 of Exhibit B hereto shall exist or have occurred, Purchaser shall, and Parent shall cause Purchaser to, promptly (but in no event later than ten Business Days following the date of this Agreement) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer to amendpurchase all outstanding Shares, supplementat the Offer Price. The obligations of Purchaser to, modifyand of Parent to cause Purchaser to, accept for payment and to pay for any Shares tendered pursuant to the Offer shall be subject to only those conditions set forth in Exhibit B (the “Offer Conditions”). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or treat as satisfied any condition modify or amend the terms of the Offer, including an increase in the Convertible Offer or Price, except that, without the Private Sale or (ii) amendprior written consent of the Company, supplement, modify or waive Purchaser shall not (A) any term decrease the Offer Price or change the form of the Offer Document after submission to BaFinconsideration payable in the Offer, (B) any term decrease the number of Shares sought pursuant to the Convertible Offer Document after publication or Offer, (C) any term of amend or waive the Purchase AgreementMinimum Tender Condition (as defined in Exhibit B), or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse (D) add to the Lendersconditions set forth on Exhibit B, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of (E) modify the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than conditions set forth on Exhibit B in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially manner adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of Shares, (F) extend the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer Consideration. (b) Without prejudice to any expiration of the above, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned Offer except as required or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of permitted by Section 2(51.1(a)(ii) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii), or (G) take make any action to declare a special dividend other change in the terms or conditions of Target at any time prior the Offer which is adverse to the execution holders of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d)Shares. (c) The Borrower shall not permit Bidco to take any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 of the German Takeover Code. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable (but in no event later than five business days) after the date of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), the Offer to purchase all of the outstanding shares of Company Common Stock; provided, that the Company agrees that no shares of Company Common Stock owned by the Company or any Company Subsidiary will be tendered pursuant to the Offer. The Borrower obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Exhibit A (as they may be amended in accordance with this Agreement, the “Offer Conditions”). (i) The initial expiration date of the Offer shall not permit Bidco be midnight, New York City time, on the 45th calendar day following the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub expressly reserves the right, at any time, to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the Arrangers’ prior written consent (such consent of the Company, Merger Sub shall not to be unreasonably withheld, conditioned or delayed)) (i) reduce the number of shares of Company Common Stock subject to amendthe Offer, supplement(ii) reduce the Offer Price or change the form of consideration payable in the Offer, modify(iii) change, modify or waive the Minimum Tender Condition (as defined in Exhibit A), (iv) add to the Offer Conditions, or treat (v) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. (ii) Notwithstanding anything in this Agreement to the contrary, and without limiting Parent’s or Merger Sub’s obligations under this Section 1.1(a)(ii), Merger Sub (A) may, in its sole discretion, without consent of the Company, extend the Offer on one or more occasions for any period, if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not be satisfied or, in Merger Sub’s sole discretion, waived, until such time as such condition or conditions are satisfied or waived and (B) shall extend the Offer for any condition period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”), the staff thereof or the Nasdaq Stock Market (the “Nasdaq”) applicable to the Offer, and until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any other applicable foreign antitrust, competition or similar Law shall have expired or been terminated; provided, however, that in no event shall Merger Sub be required to extend the Offer (1) beyond the Outside Date (as defined in Section 8.1(b)(i)) or (2) at any time that Parent or Merger Sub is permitted to terminate this Agreement pursuant to ARTICLE VIII. (iii) Parent and Merger Sub agree that if on any scheduled expiration date of the Offer, the Convertible Minimum Tender Condition is not satisfied but all of the other Offer or Conditions set forth in Exhibit A are satisfied or, in Merger Sub’s sole discretion, waived, then Merger Sub shall, and Parent shall cause Merger Sub to, extend the Private Sale or (ii) amendOffer for a ten calendar day period; provided, supplementhowever, modify or waive (A) any term that this provision shall not require Merger Sub to extend the expiration of the Offer Document more than one time, and in no event shall Merger Sub be required to extend the Offer (1) beyond the Outside Date or (2) at any time that Parent or Merger Sub is permitted to terminate this Agreement pursuant to ARTICLE VIII. (iv) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 1.1(d)) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after submission to BaFin, (B) any term the expiration date of the Convertible Offer Document after publication or (C) any term as it may be extended and re-extended in accordance with this Section 1.1(a)). Acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Purchase AgreementOffer upon the expiration of the Offer is referred to in this Agreement as the “Offer Closing”, or grant any consent under any of themand the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date”. Merger Sub expressly reserves the right to, in each case its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” in any respect thataccordance with Rule 14d-11 under the Exchange Act, and the Offer Documents (as defined below) may, in the aggregateMerger Sub’s sole discretion, is materially adverse to the Lenders, provided that provide for such a reservation of right. Nothing contained in this Section 1.1(a) shall affect any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than termination rights in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer ConsiderationARTICLE VIII. (b) Without prejudice On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”), which shall contain an offer to purchase and a related letter of transmittal and summary advertisement and other appropriate ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”), and cause the Offer Documents to be disseminated to the stockholders of the Company as and to the extent required by Federal securities laws. Each of Parent, Merger Sub and the Company shall promptly correct any information supplied by it for inclusion or incorporation by reference in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the stockholders of the Company, in each case as soon as reasonably practicable and as and to the extent required by applicable Federal securities laws. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence and summaries of all material oral communications between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the stockholders of the Company, or responding to any comments of the aboveSEC with respect to the Offer Documents, without Parent and Merger Sub shall provide the Arrangers’ prior written consent (Company and its counsel a reasonable opportunity to review and comment on such consent not Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to be unreasonably withheldany such comments. In the event that Parent or Merger Sub receives any comments from the SEC or its staff with respect to the Offer Documents, conditioned or delayed), the Borrower each shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) use its reasonable best efforts to (i) enter into agreements which entitle them respond promptly to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, comments and (ii) take any all other actions or measures which would result in an attribution of voting rights pursuant necessary to Section 30 of resolve the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d)issues raised therein. (c) The Borrower Parent shall not permit Bidco provide or cause to take be provided to Merger Sub on a timely basis the consideration necessary to pay for any action or step (or permit the taking shares of any action or step) which may result in BidcoCompany Common Stock that Merger Sub becomes obligated to accept for payment, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer and pay for, pursuant to Section 35 the Offer and shall cause Merger Sub to fulfill all of the German Takeover CodeMerger Sub’s obligations under this Agreement. (d) Except Parent, Merger Sub or the paying agent for the Offer (the “Paying Agent”) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer to any holder of shares of Company Common Stock such amounts as Parent, Merger Sub or the Paying Agent is required by law or regulationto deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, the Borrower shall notas amended, and not permit BidCo nor applicable Treasury Regulations issued pursuant thereto (the “Code”), or any provision of its other Subsidiaries to make any statement state, local or announcement (other than in foreign Tax law. To the Offer Document) which contains any information or statement concerning the Loan Documents extent that amounts are so withheld and paid over by Parent, Merger Sub or the ArrangersPaying Agent to the appropriate taxing authority, Agents or Lenders without such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the prior consent holder of the Arrangersshares of Company Common Stock in respect of which such deduction and withholding was made by Parent, Merger Sub or the Paying Agent.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable after the date that this Agreement is executed by Parent, Sub and the Company, Parent and Sub shall amend the Offer to reflect this Agreement and amend the conditions to the Offer in accordance herewith. The Borrower expiration date of the Offer shall be the tenth day, other than a Saturday, Sunday or a day on which banks are authorized by law to close in New York, New York (each a "BUSINESS DAY"), from and after the date the Offer is amended to provide for the purchase of all of the outstanding shares of Company Common Stock in accordance with the terms of this Agreement. The Offer shall be made pursuant to a supplement to Sub's offer to purchase, dated August 8, 2002 and contained in the Schedule TO, and a related letter of transmittal (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTS") containing the terms and conditions set forth in this Agreement and in form reasonably satisfactory to the Company. The obligation of Sub to accept for payment, and pay for, any Company Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex A (the "OFFER CONDITIONS") (any of which may be waived in whole or in part by Parent and Sub in their reasonable discretion, except that Parent and Sub shall not permit Bidco (waive the Minimum Condition without the Arrangers’ prior written consent (such consent not of the Company) and to be unreasonably withheld, conditioned or delayed)) (i) the terms and conditions of this Agreement. Parent and Sub expressly reserve the right to amend, supplement, modify, waive or treat as satisfied any condition modify the terms of the Offer, except that, without the Convertible consent of the Company, Parent and Sub shall not (i) reduce the number of shares of Company Common Stock subject to the Offer; (ii) reduce the Offer Price; (iii) amend or add to the Private Sale Offer Conditions; (iv) except as provided in the next sentence, extend the Offer; (v) change the form of or reduce the consideration payable in the Offer; or (vi) amend any other term of the Offer in any manner adverse to the Company Stockholders. Notwithstanding the foregoing, Parent and Sub may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived; (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "COMMISSION") applicable to the Offer; (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 10 Business Days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) amend, supplement, modify of this sentence; or waive (Aiv) any term extend the Offer for one or more subsequent offering periods of up to an additional 20 Business Days in the aggregate pursuant to Rule 14d-11 of the Offer Document after submission to BaFinSecurities Exchange Act of 1934, as amended (B) any term of together with the Convertible Offer Document after publication or (C) any term of rules and regulations thereunder, the Purchase Agreement, or grant any consent under any of them, in each case in any respect "EXCHANGE ACT"); provided that, in the aggregatecase of clause (iv) above, is materially adverse Sub shall immediately accept for payment and promptly pay for all shares of Company Common Stock validly tendered, and not properly withdrawn, during the initial offering period in accordance with Rule 14d-11 of the Exchange Act. Subject to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any foregoing and applicable law and upon the terms and subject to the conditions of the Key Offer, Sub shall, and Parent shall cause it to, accept for payment, as promptly as permitted under applicable securities laws, and pay for, as promptly as practicable after the date on which Sub first accepts shares for payment pursuant to the Offer Terms (such date, regardless of whether Parent and Sub elect to provide for one or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction more subsequent offering periods pursuant to Rule 14d-11 of the Maximum Offer Consideration or Exchange Act, the Maximum Convertible Offer Consideration) shall"ACCEPTANCE DATE"), in each case be deemed to be materially adverse all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer ConsiderationOffer. (b) Without prejudice As promptly as practicable after this Agreement is executed by Parent, Sub and the Company, Parent and Sub shall file with the Commission an amendment to the Schedule TO. The Schedule TO shall reflect the terms of this Agreement, amend the conditions to the Offer in accordance herewith and contain the Offer Documents. Parent and Sub agree that the Offer Documents shall comply in all material respects with the Exchange Act and the Offer Documents, on the date first published, sent or given to the Company Stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the abovecircumstances under which they were made, without not misleading; provided that no covenant is made by Parent or Sub with respect to information supplied by the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco Company or any other Affiliate (Company Stockholders specifically for inclusion or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised incorporation by Bidco reference in the general meeting resolving upon Offer Documents. Each of Parent, Sub and the Domination Agreement; this shall apply mutatis mutandis Company agree promptly to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take correct any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares information provided by it for use in the Target Offer Documents if and to the extent that it would conflict such information shall have become false or misleading in any material respect, and Parent and Sub further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the Borrower’s obligation under Section 6.12(d)Commission and the other Offer Documents, as so corrected, to be disseminated to the Company Stockholders, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the Commission or dissemination to the Company Stockholders. Parent and Sub agree to provide the Company and its counsel with any comments Parent, Sub or their counsel may receive from the Commission with respect to the Offer Documents promptly after the receipt of such comments. (c) The Borrower Parent shall not permit Bidco provide or cause to take be provided to Sub on a timely basis the funds necessary to accept for payment, and pay for, any action or step (or permit the taking shares of any action or step) which may result in BidcoCompany Common Stock that Sub becomes obligated to accept for payment, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer and pay for, pursuant to Section 35 of the German Takeover CodeOffer. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.

The Offer. (a) The Borrower Provided that this Agreement shall not permit Bidco have been terminated in accordance with Article VI hereof and so long as none of the events set forth in Annex A hereto (the "Tender Offer Conditions") shall have occurred and are continuing, as promptly as practicable, but in no event later than the fifth business day after the date of this Agreement, Parent and Sub shall, and Parent shall cause Sub to, commence the Offer at the Offer Price. The obligations of Sub to accept for payment and to pay for any shares of 6 Common Stock tendered shall be subject only to the Tender Offer Conditions, any of which may be waived by Parent or Sub in their sole discretion; provided, however, that Sub shall not waive the Minimum Condition (as defined in Annex A) without the Arrangers’ prior written consent (of the Company. The Tender Offer Conditions are for the sole benefit of Parent and Sub and may be asserted by Parent and Sub regardless of the circumstances giving rise to any such consent not Tender Offer Conditions or, except as expressly set forth herein, may be waived by Parent and Sub in whole or in part. Parent and Sub expressly reserve the right to be unreasonably withheld, conditioned or delayed)) (i) to amend, supplement, modify, waive or treat as satisfied any condition modify the terms of the Offer, including without limitation to extend the Convertible Offer or beyond any scheduled expiration date; provided; however, without the Private Sale or prior written consent of the Company, Sub shall not (i) reduce the number of shares of Common Stock to be purchased in the Offer, (ii) amendreduce the Offer Price, supplement, (iii) modify or waive add to the Tender Offer Conditions, (Aiv) change the form of consideration payable in the Offer or (v) make any term other change in the terms of the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, which is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any holders of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature Common Stock. Upon the terms and other than in connection with a reduction subject to the conditions of the Maximum Offer Consideration Offer, Sub shall purchase all shares of Common Stock which are validly tendered on or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse prior to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders expiration of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer Considerationnot withdrawn. (b) Without prejudice As soon as reasonably practicable on the date the Offer is commenced, Parent and Sub shall file, and Parent shall cause Sub to file, with the Securities and Exchange Commission (the "Commission") a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "Schedule 14D-1") with respect to the Offer. The Schedule 14D-1 shall contain (included as an exhibit) or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and a form of the related letter of transmittal (the "Letter of Transmittal"), as well as all other information and exhibits required by law (which Schedule 14D-1, Offer to Purchase, Letter of Transmittal and such other information and exhibits, together with any supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the Commission and the date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by Parent or Sub with respect to any information supplied by the Company in writing for inclusion in the Schedule 14D-1. Each of Parent and Sub agrees promptly to correct any information provided by it for use in the aboveOffer Documents that shall be, without or have become, false or misleading in any material respect, and Parent and Sub further agree to take all steps necessary to cause the Arrangers’ prior written consent (such consent not Schedule 14D-1 as so corrected to be unreasonably withheldfiled with the Commission and the other Offer Documents as so corrected to be disseminated to holders of Common Stock, conditioned or delayed), the Borrower shall not in each case as and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict required by applicable federal securities laws. Each of Parent and Sub agrees to provide the Company and its counsel with the Borrower’s obligation under Section 6.12(d). (c) The Borrower shall not permit Bidco to take any action or step (or permit the taking copies of any action written comments Parent and Sub or step) which their counsel may result in Bidco, receive from the Borrower Commission or any of its Subsidiaries being or becoming obliged staff with respect to make a mandatory offer pursuant to Section 35 of the German Takeover Code. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.promptly

The Offer. (a) The Borrower shall not permit Bidco (without Subject to the Arrangers’ prior written consent (such consent not to be unreasonably withheldprovisions of this ---------- Agreement, conditioned or delayed)) (i) to amendas promptly as practicable, supplement, modify, waive or treat as satisfied any condition but in no event later than five business days after the public announcement of the Offer, Acquisition Sub shall commence the Convertible Offer. The obligation of Acquisition Sub to commence the Offer and accept for payment, and pay for, any shares of Company Common Stock or Preference Stock tendered pursuant to the Private Sale Offer shall be subject to the conditions set forth in Exhibit A (any of which may be waived in whole or in part by Acquisition Sub in its sole discretion) and to the terms and conditions of this Agreement. Acquisition Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Acquisition Sub shall not (i) reduce the number of shares of Company Common Stock or Preference Stock to be purchased in the Offer, (ii) amendreduce the Common Stock Offer Price or the Preference Stock Offer Price, supplement, (iii) modify or waive add to the conditions set forth in Exhibit A, (Aiv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend any other term of the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case a manner adverse in any material respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of Company Common Stock or Preference Stock. Notwithstanding the Convertible Bonds in connection foregoing, Acquisition Sub may, without the consent of the Company, (i) extend the Offer beyond any scheduled expiration date (the initial scheduled expiration date being 20 business days following commencement of the Offer) for a period not to exceed 20 business days, if at any scheduled expiration date of the Offer, any of the conditions to Acquisition Sub's obligation to accept for payment, and pay for, shares of Company Common Stock or Preference Stock shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) terminate the Offer without prejudice to any of its and Parent's rights under this Agreement, including to proceed with the Convertible Bond Merger in accordance with, and subject to the terms and conditions of, this Agreement. Subject to the terms and conditions of the Offer and this Agreement, Acquisition Sub shall accept for payment, and pay for, all shares of Company Common Stock and Preference Stock validly tendered and not withdrawn pursuant to exceedthe Offer that Acquisition Sub becomes obligated to accept for payment, on a price or value per bond basisand pay for, pursuant to the Maximum Convertible Offer Considerationas soon as practicable after expiration of the Offer, subject to compliance with Rule 14e-1(c) under the Exchange Act (as defined below). (b) Without prejudice to any On the date of commencement of the aboveOffer, without Parent and Acquisition Sub shall file with the Arrangers’ prior written consent SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such consent Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). Parent and Acquisition Sub agree that the Offer Documents shall comply as to form in all material respects with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act") and, on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be unreasonably withheldstated therein or necessary in order to make the statements therein, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) in light of the German Takeover Act) circumstances under which they were made, not misleading, except that no representation is made by Parent or Acquisition Sub with respect to (i) enter into agreements which entitle them to demand information regarding the transfer of title to shares of Company or its subsidiaries or provided by the Target Company for inclusion or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised incorporation by Bidco reference in the general meeting resolving upon Offer Documents. Each of Parent, Acquisition Sub and the Domination Agreement; this shall apply mutatis mutandis Company agrees promptly to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take correct any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares information provided by it for use in the Target Offer Documents if and to the extent that it would conflict such information shall have become false or misleading in any material respect, and each of Parent and Acquisition Sub further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the Borrower’s obligation under Section 6.12(d)SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Parent and Acquisition Sub agree to provide the Company and its counsel any comments or requests for additional information Parent, Acquisition Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall provide the Company and its counsel an opportunity to participate, including by way of discussion with the SEC or its staff, in the response of Parent and/or Acquisition Sub to such comments. (c) The Borrower Parent shall not permit Bidco provide or cause to take be provided to Acquisition Sub on a timely basis the funds necessary to accept for payment, and pay for, any action or step (or permit the taking shares of any action or step) which may result in BidcoCompany Common Stock and Preference Stock that Acquisition Sub accepts for payment, the Borrower or any of its Subsidiaries being or becoming obliged and becomes obligated to make a mandatory offer pay for, pursuant to Section 35 of the German Takeover CodeOffer. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.

The Offer. (a) The Borrower Provided that (1) none of the events or circumstances set forth in paragraphs (a) through (g) of Annex A hereto shall have occurred and be existing (and shall not permit Bidco have been waived by Merger Sub) and (2) the Company shall have complied in all material respects with its obligations under Section 1.2, as promptly as reasonably practicable, but in no event later than ten (10) business days (as defined in Rule 14d-1(g)(3) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the date of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, commence the Offer within the meaning of the applicable rules and regulations of the SEC. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Annex A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Exchange Act Rule 14d-1(g)(3)). Merger Sub expressly reserves the right to waive any condition to the Offer, to increase the price per Share payable in the Offer and/or to modify the other terms of the Offer, except that, without the Arrangers’ prior written consent (such consent of the Company, Merger Sub shall not to be unreasonably withheld, conditioned or delayed)) (i) reduce the number of shares of Company Common Stock subject to amendthe Offer, supplement(ii) reduce the Offer Price, modify(iii) waive the Minimum Tender Condition (as defined in Annex A), waive (iv) add to the conditions set forth in Annex A or treat as satisfied modify any condition set forth in Annex A in a manner adverse to the holders of Company Common Stock, (v) extend the Offer (except as provided below), (vi) change the form of consideration payable in the Offer or (vii) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer (i) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, (ii) if at the scheduled expiration date of the Offer, any of the conditions set forth in Annex A shall not have been satisfied or waived, for one (1) or more periods of not more than ten (10) business days each, until such time as such conditions are satisfied or waived, or (iii) for one (1) or more periods for an aggregate period of not more than twenty (20) business days beyond the latest expiration date that would otherwise be permitted if, on such expiration date, there shall not have been tendered and not withdrawn that number of Shares that, together with any Shares then owned by Parent, would equal ninety percent (90%) or more of the issued and outstanding Shares; provided that if Merger Sub shall extend the offer pursuant to this clause (iii), Merger Sub shall waive during such extension all conditions set forth in Annex A other than the Minimum Tender Condition, the Regulatory Condition and the conditions set forth in paragraphs (a), (b) and (f) therein. In addition, subject to Parent’s right to terminate this Agreement pursuant to Section 9.1, (i) if at the initially scheduled expiration date of the Offer, any one or more of the Minimum Tender Condition, the Regulatory Condition or the conditions set forth in paragraphs (a), (b), (e) or (f) of Annex A are not satisfied, at the request of the Company Merger Sub shall, and Parent shall cause Merger Sub to, extend the offer one (1) time for a period of up to ten (10) business days and (ii) if at any extended expiration date of the Offer, the Convertible Offer Regulatory Condition or the Private Sale conditions set forth in paragraphs (e) or (iif) amendof Annex A are not satisfied, supplementat the request of the Company Merger Sub shall, modify and Parent shall cause Merger Sub to, extend the Offer for increments of not more than ten (10) business days each until such time as such conditions are satisfied or waive waived; provided that Merger Sub shall not be required to extend the Offer beyond the Outside Date. Further, Merger Sub may, without the consent of the Company, make available a “subsequent offering period”, in accordance with Rule 14d-11 promulgated by the SEC under the Exchange Act, for up to twenty (A20) any term business days. On the terms and subject to the conditions of the Offer Document and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, pay for all Shares validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after submission to BaFin, (B) any term the expiration of the Convertible Offer Document after publication or (C) any term Offer. For the avoidance of doubt, the Purchase Agreement, or grant any consent under any parties hereto agree that shares of them, Restricted Stock may be tendered in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price acquired by Parent or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid Merger Sub pursuant to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer ConsiderationOffer. (b) Without prejudice to any On the date of commencement of the aboveOffer, without Parent and Merger Sub shall file with the Arrangers’ prior written consent SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such consent not Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”). The Company shall promptly provide Parent with all information concerning the Company that is required to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco included in the general meeting resolving upon Offer Documents. Each of Parent, Merger Sub and the Domination Agreement; this Company shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take promptly correct any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares information provided by it for use in the Target Offer Documents if and to the extent that it would conflict such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the Borrower’s obligation under Section 6.12(d)SEC and the Offer Documents as so amended or supplemented to be disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable Federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents before they are filed with the SEC and disseminated to stockholders. Parent and Merger Sub shall provide the Company and its counsel in writing with any comments Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, shall consult with the Company and its counsel prior to responding to any such comments and shall provide the Company with copies of all such responses. (c) The Borrower Parent shall not permit Bidco provide or cause to take be provided to Merger Sub on a timely basis the funds necessary to purchase any action or step (or permit the taking shares of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged Company Common Stock that Merger Sub becomes obligated to make a mandatory offer purchase pursuant to Section 35 of the German Takeover CodeOffer. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable but in no event later than the fifth business day from and including the date of the public announcement of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, commence the Offer. The Borrower obligation of Merger Sub to, and of Parent to cause Merger Sub to, commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (any of which may be waived by Merger Sub in its sole discretion, provided that, without the consent of the Company, Merger Sub shall not permit Bidco waive the Minimum Condition (as defined in Exhibit A)) and to the terms and conditions of this Agreement. Merger Sub expressly reserves the right to modify the terms of the Offer, except that, without the Arrangers’ prior written consent (such consent of the Company, Merger Sub shall not to be unreasonably withheld, conditioned or delayed)) (i) reduce the number of shares of Common Stock subject to amendthe Offer, supplement(ii) reduce the price per share of Common Stock to be paid pursuant to the Offer, modify(iii) modify or add to the conditions set forth in Exhibit A, waive (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer (other than by increasing the cash offer price) or treat (vi) amend or modify any term of the Offer in any manner adverse to any of the Company's stockholders. The initial expiration date shall be twenty business days from and including the commencement of the Offer. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, but subject to the Company's right to terminate this Agreement pursuant to Section 8.1(b)(ii), (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Merger Sub's obligation to purchase shares of Common Stock shall not be satisfied, until such time as such conditions are satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or in order to obtain any material regulatory approval applicable to the Offer. Merger Sub agrees that: (A) in the event it would otherwise be entitled to terminate the Offer at any scheduled expiration thereof due to the failure of one or more of the conditions set forth in the first sentence of the introductory paragraph or paragraphs (a), (f), or (g) of Exhibit A to be satisfied or waived, it shall give the Company notice thereof and, at the request of the Company, extend the Offer until the earlier of (1) such time as such condition is, or conditions are, satisfied or waived and (2) the date chosen by the Company which shall not be later than (x) September 15, 1997, or October 15, 1997 if the option to extend set forth in Section 8.1(b)(ii)(y) is exercised or (y) the date on which the Company reasonably believes all such conditions will be satisfied; provided that if any such condition is not satisfied by the date so chosen by the Company, the Company may request and Merger Sub shall make further extensions of the Offer in accordance with the terms of this Section 1.1(a); and (B) in the event that Merger Sub would otherwise be entitled to terminate the Offer at any scheduled expiration date thereof due solely to the failure of the Minimum Condition to be satisfied, it shall, at the request of the Company (which request may be made by the Company only on one occasion), extend the Offer for such period as may be requested by the Company not to exceed ten days from such scheduled expiration date. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, pay for all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer promptly after the expiration of the Offer. (b) On the date of commencement of the Offer, the Convertible Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents and exhibits included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the Private Sale or (ii) amend, supplement, modify or waive (A) any term "Offer Documents"). The Offer Documents shall comply as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder and the Offer Document after submission Documents on the date first published, sent or given to BaFinthe Company's stockholders, (B) shall not contain any term untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Convertible circumstances under which they were made, not misleading, except that no representation is made by Parent or Merger Sub with respect to information supplied by the Company in writing for inclusion in the Offer Document after publication Documents. Each of Parent, Merger Sub and the Company agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or (C) misleading in any term material respect, and each of Parent and Merger Sub further agrees to take all steps necessary to amend or supplement the Purchase Agreement, Offer Documents and to cause the Offer Documents as so amended or grant any consent under any of themsupplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer Consideration. (b) Without prejudice to any of the above, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the Borrower’s obligation under Section 6.12(d)SEC or dissemination to stockholders of the Company. Parent and Merger Sub agree to provide the Company and its counsel any comments Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly upon the receipt of such comments. (c) The Borrower Parent shall not permit Bidco contribute to take Merger Sub on a timely basis the funds necessary to purchase any action or step (or permit the taking shares of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged Common Stock that Merger Sub becomes obligated to make a mandatory offer purchase pursuant to Section 35 of the German Takeover Code. (d) Except as required by law or regulation, the Borrower shall not, Offer and not permit BidCo nor to perform any of its other Subsidiaries obligations pursuant to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangersthis Agreement.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable but in no event later than five Business Days after the date of this Agreement, Purchaser shall, and Parent shall cause Purchaser to, commence the Offer within the meaning of the applicable Regulations of the SEC. The Borrower obligation of Purchaser to, and of Parent to cause Purchaser to, commence the Offer or accept for payment, or pay for, any shares of Company Common Stock tendered pursuant to the Offer shall not permit Bidco be subject to the conditions set forth in Annex B (any of which may be waived by Purchaser in its sole discretion, provided that, without the Arrangers’ prior written consent of the Company, Purchaser may not waive the Minimum Tender Condition or the condition set forth in paragraph (such consent not b)(viii) of Annex B) and to the other provisions of this Agreement. The initial expiration date of the Offer shall be unreasonably withheld, conditioned or delayedthe 20th Business Day following the commencement of the Offer (determined using Rule 14d-1(c)(6) under the Exchange Act)) (i) . Purchaser expressly reserves the right to amend, supplement, modify, waive or treat as satisfied any condition modify the terms of the Offer, except that, without the Convertible Offer or consent of the Private Sale or Company, Purchaser shall not (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) amendreduce the price per share of Company Common Stock to be paid pursuant to the Offer, supplement, (iii) modify or waive (A) any term of add to the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, conditions set forth in each case Annex B in any respect that, in the aggregate, is manner materially adverse to the Lendersholders of shares of Company Common Stock, (iv) except as provided that in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) otherwise amend the Offer in any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be manner materially adverse to the Lendersholders of shares of Company Common Stock. The Borrower shall notNotwithstanding the foregoing, Purchaser may, without the Arrangers’ prior written consent (such consent not to be unreasonably withheldof the Company, conditioned or delayed)), permit (i) extend the consideration Offer, if at the scheduled expiration date of the Offer any of the conditions to Purchaser's obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived, (ii) extend the Offer for a period of not more than 10 Business Days beyond the expiration date that would otherwise be paid permitted under clause (i) of this sentence, if on the date of such extension less than 90% of the Fully Diluted Shares have been validly tendered and not properly withdrawn pursuant to the shareholders Offer, (iii) extend the Offer for any period required by any Regulation, interpretation or position of Target in connection with the SEC or the staff thereof applicable to the Offer and to (iv) extend the Offer for any reason for a period of not more than 10 Business Days beyond the latest expiration date that would otherwise be paid permitted under the Purchase Agreement to exceedclause (i), on a price or value per share basis, the Maximum Offer Consideration and (ii) or (iii) of this sentence. On the consideration per Convertible Bond to be paid terms and subject to the holders conditions of the Convertible Bonds in connection with Offer and this Agreement, Purchaser shall, and Parent shall cause Purchaser to, pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Convertible Bond Offer that Purchaser becomes obligated to exceed, on a price or value per bond basis, purchase pursuant to the Maximum Convertible Offer Considerationas soon as practicable after the expiration of the Offer. (b) Without prejudice Notwithstanding anything to the contrary contained in this Agreement, Parent and Purchaser shall not be required to commence the Offer in any jurisdiction other than the United States of America. (c) On the date of the abovecommencement of the Offer, without Purchaser shall file with the Arrangers’ prior written consent SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer (such consent not "Schedule 14D-1") which will contain an offer to purchase and form of the related letter of transmittal (the Schedule 14D-1 and the documents included therein pursuant to which the Offer will be unreasonably withheldmade, conditioned together with any supplements or delayed)amendments thereto, collectively, the Borrower shall not "Offer Documents"). Parent, Purchaser, and shall not permit Bidco or the Company each agrees promptly to correct any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised information provided by Bidco it for use in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target Offer Documents if and to the extent that it would conflict shall have become false or misleading in any material respect and Parent and AGREEMENT AND PLAN OF MERGER Purchaser further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the Borrower’s obligation under Section 6.12(d). (c) The Borrower shall not permit Bidco SEC and be disseminated to take any action or step (or permit holders of shares of Company Common Stock, in each case, as and to the taking of any action or step) which may result in Bidco, extent required by applicable federal securities Laws. Parent and Purchaser agree to give the Borrower or any of Company and its Subsidiaries being or becoming obliged counsel a reasonable opportunity to make a mandatory offer pursuant review and comment on the Offer Documents prior to Section 35 the filing of the German Takeover Code. (d) Except as required by law Offer Documents with the SEC. Purchaser agrees to provide the Company and its counsel in writing with any comments Purchaser and its counsel may receive from the SEC or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries staff with respect to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning Documents promptly after the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangersreceipt thereof.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, commence the Offer. The Borrower obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its reasonable discretion, except that Sub shall not permit Bidco waive the Minimum Condition (as defined in Exhibit A) without the Arrangers’ prior written consent (such consent not of the Company) and to be unreasonably withheld, conditioned or delayed)) (i) the terms and conditions of this Agreement. Sub expressly reserves the right to amend, supplement, modify, waive or treat as satisfied any condition modify the terms of the Offer, except that, without the Convertible Offer or consent of the Private Sale or Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) amendreduce the Offer Price, supplement(iii) amend or add to the Offer Conditions, modify (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or waive (Avi) amend any other term of the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially manner adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with Shares. Notwithstanding the Convertible Bond foregoing, Sub may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to exceedthe Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. Subject to the terms and conditions of the Offer and this Agreement, on a price or value per bond basisSub shall, and Parent shall cause Sub to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Maximum Convertible Offer Considerationthat Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer. (b) Without prejudice to any On the date of commencement of the aboveOffer, without Parent and Sub shall file with the Arrangers’ prior written consent SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such consent Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). Parent and Sub agree that the Offer Documents shall comply as to form in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be unreasonably withheldstated therein or necessary in order to make the statements therein, conditioned in light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or delayed), Sub with respect to information supplied by the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco Company or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target its shareholders specifically for inclusion or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised incorporation by Bidco reference in the general meeting resolving upon Offer Documents. Each of Parent, Sub and the Domination Agreement; this shall apply mutatis mutandis Company agree promptly to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take correct any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares information provided by it for use in the Target Offer Documents if and to the extent that it would conflict such information shall have become false or misleading in any material respect, and Parent and Sub further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the Borrower’s obligation under Section 6.12(d)SEC and the other Offer Documents as so corrected to be disseminated to the Company's shareholders, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the shareholders of the Company. Parent and Sub agree to provide the Company and its counsel any comments Parent, Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) The Borrower Parent shall not permit Bidco provide or cause to take be provided to Sub on a timely basis the funds necessary to accept for payment, and pay for, any action or step (or permit the taking of any action or step) which may result in BidcoShares that Sub becomes obligated to accept for payment, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer and pay for, pursuant to Section 35 of the German Takeover CodeOffer. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, commence the Offer. The Borrower obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent of the Company, Sub shall not permit Bidco waive the Minimum Condition (without as defined in Exhibit A)). Sub expressly reserves the Arrangers’ prior written consent (such consent not right to be unreasonably withheld, conditioned or delayed)) (i) to amend, supplement, modify, waive or treat as satisfied any condition modify the terms of the Offer, except that, without the Convertible consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) modify or add to the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of the Private Sale Offer in any manner adverse to the Company or the holders of Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, (iii) extend the Offer on one or more occasions for an aggregate period of not more than five business days beyond the scheduled or extended expiration date if as of such expiration date sufficient Shares have not been tendered in order for the Merger to be effected without a vote of the Company's shareholders pursuant to Section 450.1711 of the MBCA and (iv) extend the Offer for any reason on one or more occasions for an aggregate period of not more than five business days beyond the latest expiration date that would otherwise be permitted under clause (i), (ii) or (iii) of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. In the event that the Company delivers to Parent a Section 9.1(e) Notice (as defined in Section 9.1(e)), Sub shall extend the Offer to the earlier of (i) a date that is not earlier than seven business days following the date of such delivery, unless the Offer would otherwise not expire prior thereto, or (ii) amendthe termination of this Agreement by the Company pursuant to Section 9.1(e). In the event that Parent delivers to the Company the notice contemplated in paragraph (d) or (e) of Exhibit A, supplementSub shall extend the Offer to a date not earlier than two business days following the end of the 20- day cure period contemplated in such paragraph (d) or (e) or, modify if earlier, the date on which the breach or waive (A) any term failure to perform or comply, as the case may be, is cured, unless the Offer would otherwise not expire prior thereto. Subject to the terms and conditions of the Offer Document and this Agreement, Sub shall, and Parent shall cause Sub to, accept for and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer as soon as practicable after submission to BaFin, (B) any term the expiration of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer ConsiderationOffer. (b) Without prejudice to any On the date of commencement of the aboveOffer, without Parent and Sub shall file with the Arrangers’ prior written consent SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D- 1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such consent not Schedule 14D-1 and the documents included therein pursuant to which the Offer will be unreasonably withheldmade, conditioned together with any supplements or delayed)amendments thereto, the Borrower shall not "Offer Documents"). Parent, Sub and shall not permit Bidco or the Company each agrees promptly to correct any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised information provided by Bidco it for use in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target Offer Documents if and to the extent that it would conflict such information shall have become false or misleading in any material respect, and Parent and Sub further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the Borrower’s obligation under Section 6.12(d)SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the shareholders of the Company. Parent and Sub agree to provide the Company and its counsel any comments Parent, Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) The Borrower Prior to the expiration of the Offer, Parent shall not permit Bidco provide or cause to take be provided to Sub all funds necessary to accept for payment, and pay for, any action or step (or permit the taking of any action or step) which may result in BidcoShares that Sub becomes obligated to accept for payment, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer and pay for, pursuant to Section 35 of the German Takeover CodeOffer. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.

The Offer. (a) The Borrower Provided that this Agreement shall not permit Bidco have been terminated in accordance with Article IX, as promptly as practicable after the date hereof, Merger Sub shall (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, a tender offer (the “Offer”) to purchase all of the outstanding shares of Company Common Stock at a price per share equal to $9.40 net to seller in cash, without the Arrangers’ prior written consent interest (such consent amount or any higher amount per share of Company Common Stock paid pursuant to the Offer in accordance with this Agreement, the “Offer Price”), subject to any deduction or withholding of Taxes in accordance with Section 3.01(h), on the terms and subject to the conditions set forth in this Agreement. The consummation of the Offer, and the obligation of Merger Sub to accept for payment and pay for any shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer, shall be unreasonably withheldsubject only to: (i) there being validly tendered and “received” (as defined by Section 251(h)(6) of the DGCL) in the Offer and not properly withdrawn prior to the Expiration Time that number of shares of Company Common Stock (excluding shares of Company Common Stock tendered pursuant to guaranteed delivery procedures but not yet delivered) that, conditioned together with the number of shares of Company Common Stock then owned by Parent, Merger Sub or delayedany of their respective “affiliates” (as defined by Section 251(h)(6) of the DGCL), represents fifty-one percent (51%) of the shares of Company Common Stock then outstanding (the “Minimum Condition”), (ii) this Agreement not having been validly terminated in accordance with its terms (the “Termination Condition”) and (iii) the satisfaction, or waiver (to the extent such waiver is permitted by Applicable Law and this Agreement) by Parent or Merger Sub, of the other conditions and requirements set forth in Exhibit B (together with the Minimum Condition and the Termination Condition, the “Offer Conditions”). (b) Subject to the satisfaction, or waiver by Merger Sub in accordance with the terms of this Agreement, of the Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) (i) at or as promptly as practicable following the Expiration Time (in any event, no later than the second Business Day immediately following the date on which the Expiration Time occurs), accept for payment (the time of acceptance for payment, the “Acceptance Time”) and (ii) at or as promptly as practicable following the Expiration Time (in any event, no later than the third Business Day immediately following the date on which the Expiration Time occurs), pay the aggregate Offer Price (by delivery of funds to amendthe depositary for the Offer) for, supplementall shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer. The Parties agree that the Offer and Merger Sub’s obligation to accept for payment and pay for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer in accordance with the foregoing are not, modifyand shall not be, waive or treat as satisfied subject to any condition other than the Offer Conditions. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Offer Conditions. Merger Sub expressly reserves the right (in its sole discretion) to (i) increase the Offer Price, (ii) waive any Offer Conditions (other than the Minimum Condition, the Termination Condition and the Antitrust Condition) and (iii) make any other changes to the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that (unless otherwise provided by this Agreement) without the prior written consent of the Company, Merger Sub shall not (and Parent shall cause Merger Sub not to) (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) change, modify or waive the Termination Condition, the Minimum Condition or the Antitrust Condition, (iv) add to the conditions set forth in Exhibit B or modify or change any Offer Condition in a manner adverse in any material respect to any holders of Company Common Stock of the Company, (v) except as otherwise provided in this Section 2.01, extend or otherwise change the expiration date of the Offer, (vi) change the Convertible form of consideration payable in the Offer or (vii) otherwise amend, modify or supplement any of the Private Sale terms of the Offer in a manner adverse in any material respect to any holders of Company Common Stock of the Company. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at midnight (New York City time) on the date that is twenty (20) business days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (such time, the “Initial Expiration Time”), or if the Initial Expiration Time has been extended in accordance with this Agreement, on the date to which the Offer has been so extended (the Initial Expiration Time, or such later time and date to which the Initial Expiration Time has been extended in accordance with this Agreement, the “Expiration Time”). (e) Parent and Merger Sub agree that, if as of any scheduled Expiration Time, any of the Offer Conditions is not satisfied (other than the condition set forth in clause (b)(v) of Exhibit B, which by its nature is to be satisfied at the Expiration Time) or, in Merger Sub’s sole discretion, waived (if such Offer Condition is permitted to be waived pursuant to this Agreement and Applicable Law), then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of time of up to five (5) business days each (for this purpose, calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) (or such longer period as the Parties may agree in writing) in order to permit the satisfaction of such conditions; provided that, if at any scheduled Expiration Time, the only unsatisfied Offer Condition (other than the condition set forth in clause (b)(v) of Exhibit B, which by its nature is to be satisfied at the Expiration Time) is the Minimum Condition, (i) Merger Sub shall not be required to extend the Offer for more than a total of twenty (20) business days (for this purpose, calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) and (ii) amendif prior to any scheduled Expiration Time on or after such twentieth (20th) business day referred to in the foregoing clause (i) of this proviso, supplementMerger Sub has received from the Company a written notice of the Company’s election that Merger Sub not so extend the Offer, modify or waive Merger Sub shall not (and Parent shall not permit Merger Sub to) extend the Offer beyond such scheduled Expiration Time. Notwithstanding anything to the contrary in the foregoing, (A) any term of Merger Sub shall not be required to, and without the Company’s prior written consent shall not (and Parent shall not permit Merger Sub to), extend the Offer Document after submission to BaFina date later than the Termination Date, (B) any term of Merger Sub shall not (and Parent shall not permit Merger Sub to) extend the Convertible Offer Document after publication or if all Offer Conditions have been satisfied and (C) Merger Sub shall extend the Offer for any term period or periods required by Applicable Law, including applicable rules, regulations, interpretations or positions of the Purchase AgreementSEC or its staff, or grant the New York Stock Exchange. In addition, notwithstanding anything in this Agreement to the contrary, (1) Merger Sub may from time to time, in its sole discretion, without the consent of the Company, extend the Offer on up to three (3) separate occasions for ten (10) business days each (for this purpose, calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act), if, as of any consent under scheduled Expiration Time, (x) Parent and Merger Sub shall have waived the Funding Condition, (y) all of the other Offer Conditions (other than the Minimum Condition and the condition set forth in clause (b)(v) of Exhibit B, which by its nature is to be satisfied at the Expiration Time) have been satisfied or, in Merger Sub’s sole discretion, waived (to the extent such Offer Condition is permitted to be waived pursuant to this Agreement and Applicable Law) at such time and (z) the proceeds of the Financing have not actually been received by Merger Sub or TopCo Parent (either directly or through any of themTopCo Parent’s Subsidiaries) and the Financing Sources have not unconditionally and irrevocably confirmed in writing to TopCo Parent, Parent or Merger Sub that all of the Financing will be available at the Offer Closing on the terms and conditions set forth in the Financing Letters, and (2) if the Funding Condition has been satisfied or waived by Parent and Merger Sub, then Merger Sub shall, if required by the Exchange Act, cause the Offer to be extended for a period of five (5) business days (for this purpose, calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act). (f) Merger Sub shall not (and Parent shall cause Merger Sub not to) terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company, except if this Agreement is validly terminated pursuant to Article IX. If this Agreement is validly terminated pursuant to Article IX, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within one (1) business day) irrevocably and unconditionally terminate the Offer and shall not acquire any shares of Company Common Stock pursuant thereto. If the Offer is validly terminated prior to the Acceptance Time, Merger Sub shall (and Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with Applicable Law, all tendered shares of Company Common Stock to the registered holders thereof. (g) Parent shall cause to be provided to Merger Sub, on a timely basis, all of the funds necessary to purchase all shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer, and shall cause Merger Sub to perform, on a timely basis, all of Merger Sub’s obligations under this Agreement. (h) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include as exhibits (without limitation) the Offer to Purchase, a form of letter of transmittal, a form of summary advertisement and a form of notice of guaranteed delivery (the Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, being referred to herein as the “Offer Documents”). The Company shall promptly furnish to Parent all information concerning the Company and its Affiliates required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub shall be entitled to include the Company Board Recommendation in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to holders of Company Common Stock, in each case in as and to the extent required by all Applicable Laws, including the Exchange Act. If, prior to the Acceptance Time, any event occurs with respect thatto Parent or any Affiliate of Parent, or any change occurs with respect to other information included by Parent in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms Documents (other than an amendment information supplied by the Company for inclusion therein), on the one hand, or supplement of an administrative any event occurs with respect to the Company or technical nature and other than in connection with a reduction any Subsidiary of the Maximum Company, or any change occurs with respect to other information supplied by the Company for inclusion in the Offer Consideration Documents, on the other hand, upon becoming aware of such information Parent or the Maximum Convertible Company, as applicable, shall promptly notify the other of such event and shall cooperate with the other to promptly correct any information provided by it for use in the Offer Consideration) shallDocuments if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by Applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the stockholders of the Company, in each case be deemed to be materially adverse as and to the Lendersextent required by the Exchange Act. The Borrower Parent shall notpromptly notify the Company upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Offer Documents and shall provide the Company with copies of all correspondence between Parent and its respective Representatives, without on the Arrangers’ one hand, and the SEC, on the other hand. Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Offer Documents. Notwithstanding the foregoing, prior written consent to filing or mailing the Offer Documents (such consent not or any amendment or supplement thereto) or responding to be unreasonably withheldany comments of the SEC with respect thereto, conditioned or delayed)), permit Parent shall (i) provide the consideration Company with an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) consider in good faith all comments reasonably proposed by the Company. Parent and Merger Sub shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be paid to taken under the shareholders of Target Exchange Act or any applicable foreign or state securities laws and the rules and regulations thereunder in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer ConsiderationMerger. (bi) Without prejudice For purposes of this Agreement and the Offer, unless agreed by Parent and Merger Sub, any shares of Company Common Stock subject to any notices of the above, without the Arrangers’ prior written consent (such consent guaranteed delivery shall be deemed not to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter validly tendered into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d). (c) The Borrower shall not permit Bidco to take any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 of the German Takeover Code. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning unless and until the Loan Documents or the Arrangers, Agents or Lenders without the prior consent shares underlying such notices of the Arrangersguaranteed delivery are delivered to Merger Sub.

The Offer. Subject to the conditions of this ---------- Agreement, as promptly as practicable but in no event later than five business days after the date of this Agreement, Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (a) the "SEC"). The Borrower obligation of Sub to, --- and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall not permit Bidco be subject to the conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion, provided that, without the Arrangers’ prior written consent (such consent not to be unreasonably withheldof the Company, conditioned or delayed)) (i) to amendSub may not, supplement, modifyexcept as provided below, waive or treat the Minimum Tender Condition (as satisfied any condition defined in Exhibit A)). The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rule 14d-1(e)(6) of the SEC). Sub expressly reserves the right to modify the terms of the Offer, except that, without the Convertible consent of the Company, Sub shall not, except as provided in the next sentence, (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the Offer, (iii) modify or add to the conditions set forth in Exhibit A, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) otherwise amend the Private Sale Offer in any manner materially adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, (iii) extend the Offer for any reason for a period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) amendof this sentence (a "Parent ------ Extension Period"); provided that if Sub shall extend the Offer pursuant to ---------------- this clause (iii), supplement, modify or it shall waive (A) during any term Parent Extension Period all conditions of the Offer Document after submission set forth in Exhibit A other than the Minimum Tender Condition and the conditions set forth in paragraphs (d) and (g) in Exhibit A; and (iv) if the option granted pursuant to BaFin, (B) any term Section 4 of the Convertible Offer Document after publication or Company Stockholder Agreement is then exercisable, reduce the number of shares of Company Common Stock necessary to satisfy the Minimum Tender Condition (Cas defined in Exhibit A) any term to that number of shares which, together with the shares of Company Common Stock that may be purchased by Parent upon exercise of the Purchase option granted pursuant to Section 4 of the Company Stockholder Agreement, or grant any consent under would represent at least a majority of the Fully Diluted Shares (as defined in Exhibit A). If any of themthe conditions of the Offer set forth in Exhibit A (other than the Minimum Tender Condition) is not satisfied on any scheduled expiration date of the Offer, in then, if requested by the Company, Sub shall extend the Offer one or more times (the period of each case in any respect that, such extension to be determined by Sub) for up to 30 days in the aggregate, is materially adverse to the Lendersaggregate for all such extensions, provided that at the time of such extension any amendment, supplement, modification, waiver or treatment such condition is reasonably capable of being satisfied and the Company has not received a Company Takeover Proposal (as satisfied of any of defined in Section 5.02(a)). On the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature terms and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse subject to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders conditions of Target in connection with the Offer and to be paid under the Purchase Agreement to exceedthis Agreement, on a price or value per share basisSub shall, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid Parent shall cause Sub to, pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the holders Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer ConsiderationOffer. (b) Without prejudice to any of the above, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d). (c) The Borrower shall not permit Bidco to take any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 of the German Takeover Code. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable (but in no event later than five (5) business days) after the date of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), the Offer to purchase all of the outstanding shares of Company Common Stock; provided, that the Company agrees that no shares of Company Common Stock owned by the Company will be tendered pursuant to the Offer. The Borrower obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Exhibit A (as they may be amended in accordance with this Agreement, the “Offer Conditions”). (i) The initial expiration date of the Offer shall not permit Bidco be midnight, New York City time, on the 20th business day following the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub expressly reserves the right, at any time, to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the Arrangers’ prior written consent of the Company, Merger Sub shall not (such consent not A) reduce the number of shares of Company Common Stock subject to be unreasonably withheldthe Offer, conditioned (B) reduce the Offer Price or delayedchange the form of consideration payable in the Offer, (C) change, modify or waive the Minimum Tender Condition (as defined in Exhibit A), (D) add to the Offer Conditions, or (iE) otherwise amend the Offer in any manner adverse to amend, supplement, modify, waive or treat as satisfied the holders of Company Common Stock. (ii) Parent and Merger Sub agree that if on any condition scheduled expiration date of the Offer, any of the Convertible conditions to the offer (including the Minimum Tender Condition and the other conditions and requirements set forth herein and in Exhibit A) is not satisfied or, in Merger Sub’s sole discretion, waived, then Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer or for successive periods of time to be determined at the Private Sale sole discretion of the Merger Sub; provided, however, that in no event shall Merger Sub be required to extend the Offer (1) beyond the Outside Date or (ii2) amendat any time that Parent or Merger Sub is permitted to terminate this Agreement pursuant to ARTICLE VIII. (iii) On the terms and subject to the conditions of this Agreement, supplementMerger Sub shall, modify or waive and Parent shall cause Merger Sub to, accept and pay for (Asubject to any withholding of tax pursuant to Section 1.1(d)) any term all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after Merger Sub is legally permitted to do so under applicable Law. Acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Offer Document after submission to BaFin, (B) any term upon the expiration of the Convertible Offer Document after publication or (C) any term of is referred to in this Agreement as the Purchase Agreement“Offer Closing”, or grant any consent under any of themand the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date”. Merger Sub expressly reserves the right to, in each case its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” in any respect thataccordance with Rule 14d-11 under the Exchange Act, and the Offer Documents (as defined below) may, in the aggregateMerger Sub’s sole discretion, is materially adverse to the Lenders, provided that provide for such a reservation of right. Nothing contained in this Section 1.1(a) shall affect any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than termination rights in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer ConsiderationARTICLE VIII. (b) Without prejudice On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”), which shall contain an offer to purchase and a related letter of transmittal and summary advertisement and other appropriate ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”), and cause the Offer Documents to be disseminated to the stockholders of the Company as and to the extent required by federal securities laws. Each of Parent, Merger Sub and the Company shall promptly correct any information supplied by it for inclusion or incorporation by reference in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the stockholders of the Company, in each case as soon as reasonably practicable and as and to the extent required by applicable federal securities laws. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence and summaries of all material oral communications between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the stockholders of the Company, or responding to any comments of the aboveSEC with respect to the Offer Documents, without Parent and Merger Sub shall provide the Arrangers’ prior written consent (Company and its counsel a reasonable opportunity to review and comment on such consent not Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to be unreasonably withheldany such comments. In the event that Parent or Merger Sub receives any comments from the SEC or its staff with respect to the Offer Documents, conditioned or delayed), the Borrower each shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) use its reasonable best efforts to (i) enter into agreements which entitle them respond promptly to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, comments and (ii) take any all other actions or measures which would result in an attribution of voting rights pursuant necessary to Section 30 of resolve the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d)issues raised therein. (c) The Borrower Parent shall not permit Bidco provide or cause to take be provided to Merger Sub on a timely basis the consideration necessary to pay for any action or step (or permit the taking shares of any action or step) which may result in BidcoCompany Common Stock that Merger Sub becomes obligated to accept for payment, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer and pay for, pursuant to Section 35 the Offer and shall cause Merger Sub to fulfill all of the German Takeover CodeMerger Sub’s obligations under this Agreement. (d) Except Parent, Merger Sub or the paying agent for the Offer (the “Paying Agent”) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer to any holder of shares of Company Common Stock such amounts as Parent, Merger Sub or the Paying Agent is required by law or regulationto deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, the Borrower shall notas amended, and not permit BidCo nor applicable Treasury Regulations issued pursuant thereto (the “Code”), or any provision of its other Subsidiaries to make any statement state or announcement (other than in local Tax law. To the Offer Document) which contains any information or statement concerning the Loan Documents extent that amounts are so withheld and paid over by Parent, Merger Sub or the ArrangersPaying Agent to the appropriate taxing authority, Agents or Lenders without such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the prior consent holder of the Arrangersshares of Company Common Stock in respect of which such deduction and withholding was made by Parent, Merger Sub or the Paying Agent.

The Offer. (a) Upon the terms and subject to the conditions of this Agreement (including ARTICLE VIII), as promptly as practicable (but in no event later than August 20, 2010), Merger Sub shall, and Parent shall cause Merger Sub to, commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), the Offer; provided, that the Company agrees that no shares of Company Common Stock owned by the Company will be tendered pursuant to the Offer. The Borrower obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the satisfaction or waiver (to the extent permitted under this Agreement) of the conditions set forth in Exhibit A (as they may be amended in accordance with this Agreement, the “Offer Conditions”). (i) The initial Expiration Date (defined in Exhibit A) shall not permit Bidco be 12:00 midnight, New York City time, at the end of the 20th Business Day following commencement of the Offer (determined pursuant to Rules 14d-1(g)(3) and 14d-2 under the Exchange Act). Merger Sub expressly reserves the right, at any time, to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the Arrangers’ prior written consent of the Company, Merger Sub shall not (A) reduce the number of shares of Company Common Stock subject to the Offer, (B) reduce the Offer Price or change the form of consideration payable in the Offer, (C) change, modify or waive the Minimum Tender Condition (as defined in Exhibit A), (D) impose conditions to the Offer that are different than or in addition to the Offer Conditions, (E) extend the Offer except as provided in this Section 1.1 for a period of five (5) Business Days on each such occasion or (F) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock or that would reasonably be expected to prevent, materially delay or impair the ability of Parent or Merger Sub to consummate the Offer, the Merger or the other Transactions. (ii) Notwithstanding anything in this Agreement to the contrary, Merger Sub (A) may, in its sole discretion (subject to the obligations of Parent and Merger Sub under Section 1.1(a)(ii)(B) and Section 1.1(a)(iii)), without consent of the Company, extend the Offer on one or more occasions for a period of five (5) Business Days on each such occasion if, on any then-scheduled Expiration Date (defined in Exhibit A), any of the Offer Conditions shall not be satisfied or, in Merger Sub’s sole discretion, waived (if permitted under this Agreement) until such time as such condition or conditions are satisfied or waived and (B) shall extend the Offer for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”), the staff thereof or the Nasdaq Stock Market (the “Nasdaq”) applicable to the Offer, and until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any other applicable foreign antitrust, competition or similar Law shall have expired or been terminated; provided, however, that in no event shall Merger Sub be unreasonably withheldrequired to extend the Offer (1) beyond the Outside Date or (2) at any time that Parent or Merger Sub is permitted to terminate this Agreement pursuant to ARTICLE VIII. (iii) In addition to the extension obligation set forth in Section 1.1(a)(ii)(B), conditioned or delayed)) (i) to amend, supplement, modify, waive or treat as satisfied Parent and Merger Sub agree that if on any condition scheduled Expiration Date of the Offer, the Convertible Minimum Tender Condition is not satisfied but all of the other Offer or Conditions set forth in Exhibit A are satisfied or, in Merger Sub’s sole discretion, waived, then Merger Sub shall, and Parent shall cause Merger Sub to, on each of the Private Sale or first two such scheduled expiration dates, extend the Offer for periods of five (ii5) amendBusiness Days on each such occasion; provided, supplementhowever, modify or waive (A) any term that this provision shall not require Merger Sub to extend the expiration of the Offer Document after submission more than two times, for five (5) Business Days on each such occasion, and in no event shall Merger Sub be required to BaFin, extend the Offer (B1) any term of beyond the Convertible Offer Document after publication Outside Date or (C2) at any term of the Purchase Agreement, time that Parent or grant any consent under any of them, in each case in any respect that, in the aggregate, Merger Sub is materially adverse permitted to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed terminate this Agreement pursuant to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer ConsiderationARTICLE VIII. (biv) Without prejudice On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any of the above, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights applicable Tax withholding pursuant to Section 30 1.1(d)) all shares of the German Takeover Act Company Common Stock validly tendered and not validly withdrawn pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d). (c) The Borrower shall not permit Bidco to take any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 of the German Takeover Code. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.as soon as

The Offer. (a) The Borrower Provided that this Agreement shall not permit Bidco have been terminated in accordance with SECTION 8.1 and subject to the other provisions of this Agreement, as promptly as practicable but in no event later than five (5) Business Days (as defined below) after the date of this Agreement, Acquisition Sub shall, and Purchaser shall cause Acquisition Sub to, commence the Offer. The initial scheduled expiration date for the Offer shall be twenty (20) Business Days following the commencement of the Offer. The obligation of Acquisition Sub to, and of Purchaser to cause Acquisition Sub to, accept for payment, and pay for, Shares of Company Common Stock properly tendered pursuant to the Offer shall be subject only to the conditions set forth in ANNEX A attached hereto (the "OFFER CONDITIONS"), any of which may be waived, in whole or in part, by Acquisition Sub, in its sole discretion except as set forth below. Acquisition Sub expressly reserves the right to modify the terms of the Offer in a manner not inconsistent with this Agreement, except that, without the Arrangers’ prior written consent (such consent of the Company, Acquisition Sub shall not to be unreasonably withheld, conditioned or delayed)) (i) waive or otherwise modify the Minimum Condition (as defined in ANNEX A attached hereto) so as to reduce the minimum number of Shares that Acquisition Sub will accept in the Offer to an amount constituting less than sixty-six and two-thirds percent (66 2/3%) of the aggregate outstanding Shares, (ii) reduce the Per Share Amount, (iii) impose any conditions to the Offer in addition to the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer, (vi) reduce the maximum number of Shares to be purchased, or (vii) amend, supplementadd to or waive (except to the extent expressly permitted by this Agreement) any other term of the Offer in a manner adverse to the holders of Shares of Company Common Stock. Notwithstanding the foregoing, modifyAcquisition Sub may, waive without the consent of the Company, (i) extend the Offer if, at the scheduled or treat as satisfied any condition extended expiration date of the Offer, the Convertible Offer or the Private Sale or (ii) amend, supplement, modify or waive (A) any term of the Offer Document after submission to BaFinConditions shall not have been satisfied or waived, (B) any term of the Convertible Offer Document after publication until such time as such conditions are satisfied or (C) any term of the Purchase Agreement, or grant any consent under any of themwaived but, in each case in any respect thatevent, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower Acquisition Sub shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheldof the Company, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with extend the Offer and to be paid under beyond the Purchase Agreement to exceed, on a price Cut-Off Date (as defined in SECTION 8.1(b) hereof) or value per share basis, the Maximum Offer Consideration and (ii) extend the consideration per Convertible Bond to be paid to the holders Offer for any period required by any rule, regulation, interpretation or position of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer Consideration. (b) Without prejudice to any of the above, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d). (c) The Borrower shall not permit Bidco to take any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 of the German Takeover Code. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents SEC or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.staff thereof applicable to the

The Offer. (a) The Borrower On the date of commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act), Guarantor, Parent and Merger Sub filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that incorporated by reference the Offer to Purchase and form of the related letter of transmittal, form of summary advertisement and such other customary documents included therein (the Schedule TO, the Offer to Purchase and such other documents pursuant to which the Offer is being made, the “Offer Documents”). (b) Subject to the conditions of this Agreement, as promptly as practicable but in no event later than three Business Days after the date hereof, Merger Sub shall, and Parent shall cause Merger Sub to, amend the offer to purchase (as so amended and supplemented, the “Offer to Purchase”) and the other Offer Documents, in each case in accordance with the terms of this Agreement, (as so amended and supplemented, the “Amended Offer Documents”), including to reflect the conditions set forth in Annex I (the “Offer Conditions”) and file with the SEC the Amended Offer Documents. (c) Merger Sub expressly reserves the right to (i) increase the Offer Price, (ii) waive any Offer Condition (provided, that Merger Sub will not permit Bidco (waive the Minimum Condition without the Arrangers’ prior written consent of the Company) and (such iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement, in each case subject to extending the Offer as required by applicable Law; provided, however, that unless otherwise provided by this Agreement, without the prior written consent of the Company, Merger Sub shall not (A) decrease the Offer Price, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be unreasonably withheldpurchased in the Offer, conditioned (D) add to, or delayed)impose conditions to the Offer, other than the Offer Conditions, (E) amend or modify any of the Offer Conditions or any of the terms of the Offer in a manner adverse to the holders of Shares or that would, individually or in the aggregate, reasonably be expected to prevent, materially delay or impair the ability of Parent or Merger Sub to consummate the Offer, the Merger or the other transactions contemplated hereby, (F) waive or change the Minimum Condition (provided, that Merger Sub may, at its sole discretion prior to the expiration of the Offer, waive or change the Minimum Condition to remove the proviso in the definition of such term requiring that the calculation of the total outstanding voting power of the Shares be made on a fully-diluted basis; provided further, that Merger Sub (i) provides written notification of such determination to amendthe Company and (ii) provides any notification or modification to the Amended Offer Documents with respect thereto, supplementto the extent required by applicable Law, modifyin each case at least five Business Days prior to any scheduled Expiration Date) or (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement. The Offer may not be withdrawn prior to the Expiration Date (or any Expiration Date, as extended pursuant to the terms of this Agreement), unless this Agreement is terminated in accordance with Article 8. Notwithstanding anything to the contrary in this Agreement, the Offer Price shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Shares, occurring on or after the date of this Agreement and prior to the Offer Acceptance Time, and such adjustment to the Offer Price shall provide to the holders of Shares the same economic effect as contemplated by this Agreement prior to such action; provided, that nothing in this sentence shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. (d) Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall initially be scheduled to expire at 11:59 p.m. (New York City time) on the date that is the later of (i) December 14, 2012 or (ii) the date that is five (5) Business Days following the date of filing with the SEC of the Amended Offer Documents (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) (the “Initial Expiration Date”) or, in the event the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, is referred to as the “Expiration Date”). (e) The Offer shall be extended from time to time as follows: (i) If on the scheduled Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions have not been satisfied (other than conditions that by their nature are to be satisfied at any time prior the Offer Acceptance Time), or waived by Parent or Merger Sub if permitted hereunder, then prior to the then scheduled Expiration Date Merger Sub shall extend the Offer for one or more periods of not more than five (5) Business Days each (or such other number of Business Days as the parties may agree) and ending no later than the Outside Date in order to permit the satisfaction of such conditions (subject to the right of Merger Sub to waive any Offer Condition, other than the Minimum Condition (except as provided in Section 1.1(c)), in accordance with this Agreement); provided, that nothing in this Section 1.1(e)(i) shall be deemed to impair, limit or treat as satisfied otherwise restrict in any condition manner the right of Parent or the Company to terminate this Agreement pursuant to Article 8 hereof; and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period or periods required by applicable Law, interpretation or position of the SEC or its staff or the New York Stock Exchange LLC (the “NYSE”) or its staff, in each case applicable to the Offer, provided that Merger Sub shall not be required to extend the Offer beyond the Outside Date. (f) Merger Sub may (and the Amended Offer Documents shall reserve the right of Merger Sub to) provide for a subsequent offering period (within the meaning of Rule 14d-11 promulgated under the Exchange Act) in compliance with Rule 14d-11 promulgated under the Exchange Act (a “Subsequent Offering Period”) of not fewer than three (3) Business Days nor more than twenty (20) Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) immediately following the expiration of the Offer; provided, that Merger Sub shall offer a Subsequent Offering Period of three (3) Business Days at the request of the Company if, immediately following the expiration of the Offer, the Convertible Short Form Threshold has not been reached and cannot be reached through the immediate exercise of the Top-Up Option hereunder in accordance with its terms. Subject to the terms and conditions set forth in this Agreement and the Offer, Parent shall cause Merger Sub to, and Merger Sub shall, accept for payment and pay for all Shares validly tendered during such Subsequent Offering Period as promptly as practicable after any such Shares are tendered and in any event in compliance with Rule 14e-1(c) under the Exchange Act. Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer or the Private Sale or (ii) amendand shall cause Merger Sub to fulfill all of Merger Sub’s covenants, supplement, modify or waive (A) any term agreements and obligations in respect of the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase and this Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver extent such covenants and payment obligations are to be performed or treatment as satisfied of any of the Key Offer Terms made at or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature prior to Closing. Parent and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) Merger Sub shall, in and each case be deemed of Parent and Merger Sub shall ensure that all of their respective Affiliates shall, tender any Shares held by them into the Offer. (g) Merger Sub shall not terminate the Offer prior to be materially adverse to the Lenders. The Borrower shall not, any scheduled Expiration Date without the Arrangers’ prior written consent (such consent not of the Company, except if this Agreement is terminated pursuant to be unreasonably withheldArticle 8. In the event that this Agreement is terminated pursuant to the terms hereof, conditioned or delayed))Merger Sub shall, permit and Parent shall cause Merger Sub to, (i) the consideration to be paid to the shareholders promptly (and in any event within twenty-four (24) hours of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer Consideration. (b) Without prejudice to any of the above, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayedtermination), irrevocably and unconditionally terminate the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing DateOffer, (ii) take not acquire any actions or measures which would result in an attribution of voting rights Shares pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or Offer and (iii) take cause any action depository acting on behalf of Merger Sub to declare a special dividend of Target at any time prior promptly return, in accordance with applicable Law, all tendered Shares to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d)registered holders thereof. (ch) The Borrower Company shall not permit Bidco cooperate fully in the preparation of the Amended Offer Documents to take reflect the terms of this Agreement and the Company and its counsel shall be given a reasonable opportunity to review the Amended Offer Documents before they are filed with the SEC. Parent and Merger Sub agree that they shall cause the Amended Offer Documents and all exhibits, amendments or supplements thereto filed by either Parent or Merger Sub with the SEC to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Laws. Without limiting the generality of the foregoing, the Company will furnish to the Parent and Merger Sub the information relating to it required by the Exchange Act to be set forth in the Amended Offer Documents, including in connection with communicating the Offer to the record and beneficial holders of the Shares. Each of Parent and Merger Sub shall use its reasonable best efforts to resolve all SEC comments with respect to the Amended Offer Documents as promptly as reasonably practicable after receipt thereof. Each of Parent, Merger Sub and the Company agrees to correct any action information provided by it for use in the Amended Offer Documents which shall have become false or step misleading. Each of Parent and Merger Sub shall as soon as reasonably practicable notify the Company of the receipt of any comments from the SEC with respect to the Amended Offer Documents and any request by the SEC for any amendment to the Amended Offer Documents or for additional information and shall provide the Company with copies of all such comments and correspondence. Prior to filing or mailing the Amended Offer Documents (or permit the taking of any action amendment or stepsupplement thereto) which may result in Bidco, the Borrower or responding to any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 comments of the German Takeover Code. SEC (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent staff of the ArrangersSEC) with respect thereto, each of Parent and Merger Sub shall provide the Company a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider and incorporate the reasonable comments of the Company.

The Offer. (a) The Borrower Provided that this Agreement shall not permit Bidco have been terminated in accordance with Article VIII hereof, as promptly as practicable after the date hereof (but in no event later than the seventh (7th) Business Day after the date hereof), Merger Sub shall commence (within the meaning of Rule 14d-2 under the Exchange Act), and Parent shall cause Merger Sub to commence, the Offer to purchase all of the issued and outstanding Shares at a price per Share in cash equal to $31.00 net to the seller, without the Arrangers’ prior written consent interest and less any taxes required to be withheld as described in Section 3.5 (such consent not amount to be unreasonably withheldpaid for each Share, conditioned as it may be amended from time to time in accordance with the terms hereof, the “Offer Price”). The Company agrees that no Shares owned by the Company or delayed)any of its Subsidiaries will be tendered pursuant to the Offer. (b) The obligations of Merger Sub, and of Parent to cause Merger Sub, to accept for payment and pay for any Shares validly tendered and not validly withdrawn pursuant to the Offer on or prior to the Expiration Date (the “Tendered Shares”) shall be subject only to (i) the satisfaction of the Minimum Condition and (ii) the satisfaction or waiver by Merger Sub of the other conditions set forth in Annex I hereto (such conditions, together with the Minimum Condition, the “Offer Conditions”) and the terms and conditions hereof. The Offer Conditions are for the sole benefit of Parent and Merger Sub. Parent and Merger Sub expressly reserve the right to amend, supplement, modify, increase the Offer Price or to waive or treat as satisfied any condition to modify the terms or conditions of the Offer, except that, without the Convertible prior written consent of the Company, neither Parent nor Merger Sub shall (i) reduce the Offer or the Private Sale or Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the number of Shares to be purchased by Merger Sub in the Offer, (iv) waive or amend the Minimum Condition, (v) add to the Offer Conditions or impose any other conditions to the Offer, (vi) extend the expiration of the Offer except as required or permitted in Section 1.1 of this Agreement, (vii) otherwise amend, supplement, modify or waive (A) supplement any Offer Condition or any term of the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase set forth in this Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially a manner adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer Consideration. (b) Without prejudice to any of the above, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement Shares or (iiiviii) take any action to declare a special dividend of Target at any time prior to abandon or terminate the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares Offer, except as expressly provided in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d)this Agreement. (c) The Borrower Subject to the terms and conditions of this Agreement and the Offer, the initial expiration date for the Offer shall be midnight, New York City time, the twentieth (20th) Business Day from and after the date the Offer is commenced, as determined in accordance with Rule 14d-1(g)(3) of the Exchange Act (such initial expiration date as it may be extended in accordance with the terms of this Agreement, the “Expiration Date”). Merger Sub shall, and Parent shall cause it to, extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof or the NASDAQ Stock Market (“NASDAQ”) that is applicable to the Offer. Merger Sub may without the consent of the Company (in each case unless this Agreement has been terminated pursuant to Article VIII), (i) extend the Offer for one or more consecutive increments of not more than ten (10) Business Days each, if at the then-scheduled Expiration Date any Offer Condition has not been satisfied or waived (the length of such period to be determined by Parent and Merger Sub) and/or (ii) make available a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act. If at any then-scheduled Expiration Date any Offer Condition has not been satisfied or waived, Merger Sub shall, and Parent shall cause it to (in each case unless this Agreement has been terminated pursuant to Article VIII), extend the Offer at the request of the Company for one or more consecutive increments of not more than ten (10) Business Days each (the length of such period to be determined by Parent and Merger Sub) until the earlier to occur of (A) the termination of this Agreement pursuant to Article VIII and (B) the Outside Date. In addition, Merger Sub shall (and Parent shall cause Merger Sub to), if requested by the Company, make available a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act of not less than five (5) Business Days; provided that Merger Sub shall not permit Bidco to take any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged be required to make available such a mandatory offer “subsequent offering period” in the event that, prior to the commencement of such “subsequent offering period,” Parent and Merger Sub, directly or indirectly own at least ninety percent (90%) of the outstanding Shares (after taking into account the exercise of the Top-Up Option, if applicable); provided further that if Parent and Merger Sub, do not directly or indirectly own at least ninety percent (90%) of the outstanding Shares (after taking into account the exercise of the Top-Up Option, if applicable) at the end of the initial “subsequent offering period,” Merger Sub shall (and Parent shall cause Merger Sub to), if requested by the Company, extend the “subsequent offering period” for not less than an additional five (5) Business Days. Nothing in this Section 1.1(c) shall (i) impose any obligation on Merger Sub to extend the Offer beyond the Outside Date, or (ii) be deemed to impair, limit or otherwise restrict in any manner the right of Parent to terminate this Agreement pursuant to Section 35 of the German Takeover CodeArticle VIII. (d) Except The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) containing the terms set forth in this Agreement and the conditions set forth in Annex I hereto. Merger Sub shall, and Parent shall cause Merger Sub to, on the terms set forth in this Agreement and subject to the prior satisfaction or waiver of the conditions of the Offer (provided, however, that the Minimum Condition may not be waived without the written consent of the Company), accept for payment and pay for all Tendered Shares as soon as practicable after the Expiration Date. If Merger Sub makes available a “subsequent offering period” in accordance with Section 1.1(c) hereof, Merger Sub shall, and Parent shall cause Merger Sub to accept for payment and pay for all Shares that are validly tendered during such “subsequent offering period” promptly (within the meaning of Rule 14d-11 under the Exchange Act) after any Shares are validly tendered during such “subsequent offering period.” (e) On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC in accordance with Rule 14d-3 and Regulation M-A under the Exchange Act a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain the Offer to Purchase and a related letter of transmittal and summary advertisement (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto and including the exhibits thereto, the “Offer Documents”), and cause the Offer Documents to be disseminated to the Stockholders as and to the extent required by law United States federal securities Laws and the rules and regulations of the SEC promulgated thereunder (the “Federal Securities Laws”). Parent and Merger Sub shall cause the Offer Documents to comply in all material respects with the Federal Securities Laws. Parent and Merger Sub shall deliver copies of the proposed forms of the Offer Documents (including any amendments or regulation, supplements thereto) to the Borrower shall notCompany within a reasonable time prior to the dissemination or filing thereof for review and comment by the Company and its counsel, and not permit BidCo nor shall consider in good faith any comments of the Company. Each of Parent, Merger Sub and the Company shall respond promptly to any comments of the SEC or its other Subsidiaries staff with respect to make the Offer or the Offer Documents and promptly correct any statement or announcement (other than information provided by it for use in the Offer Document) which contains Documents if and to the extent that such information shall have become false or misleading in any information material respect or statement concerning as otherwise required by the Loan Federal Securities Laws. Parent and Merger Sub shall amend or supplement the Offer Documents and cause the Offer Documents, as so amended or supplemented, to be filed with the ArrangersSEC and to be disseminated to the holders of Shares, Agents in each case as and to the extent required by the Federal Securities Laws and subject to the terms and conditions of this Agreement. Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that Parent, Merger Sub or Lenders without their counsel receive from the prior consent SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or oral responses to such comments. The Company hereby consents to the inclusion in the Offer Documents of the ArrangersCompany Board Recommendation as it may be amended or modified, and until but not after it is withdrawn, in each case as permitted by this Agreement. (f) Parent shall cause to be provided to Merger Sub all of the funds necessary to purchase any Shares that Merger Sub becomes obligated to purchase pursuant to the Offer, and shall cause Merger Sub to perform, on a timely basis, all of Merger Sub’s obligations under this Agreement with respect to consummation of the Offer and the Merger and payment or issuance of consideration contemplated by this Agreement in respect thereof.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable but in no event later than five business days after the date hereof, Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the SEC); provided, however, that the obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer is subject to the conditions set forth in Annex 1 (any or all of which (other than the Minimum Tender Condition) may, subject to the provisions hereof, be waived by Parent or Sub, subject to applicable Law). The Borrower initial expiration date of the Offer (the EXPIRATION DATE) shall not permit Bidco be the 20th business day following the commencement of the Offer (without determined pursuant to Rules 14d-1 and 14d-2 promulgated by the Arrangers’ prior written consent (such consent not SEC). Sub expressly reserves the right to be unreasonably withheld, conditioned or delayed)) (i) to amend, supplement, modify, waive or treat as satisfied any condition modify the terms and conditions of the Offer, except that, without the Convertible Offer or prior written consent of the Private Sale or Company, Sub shall not (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) amendreduce the Offer Price, supplement, modify (iii) reduce or waive the Minimum Tender Condition (defined in Annex 1), (iv) add to the conditions set forth in Annex 1, (v) except as provided in the next sentence, extend the Offer, (vi) change the form of consideration payable in the Offer or (vii) amend any other condition of the Offer in any manner adverse to the Company's stockholders. Sub may, without the consent of the Company, (A) extend the Offer in increments of not more than ten business days each, if at the scheduled Expiration Date any term of the Offer Document after submission conditions to BaFinSub's obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived, (B) extend the Offer for any term period required by any rule, regulation, interpretation, position or request of the Convertible SEC or the staff thereof applicable to the Offer Document after publication or and (C) any term make available a subsequent offering period (within the meaning of Rule 14d-11 promulgated by the Purchase Agreement, or grant any consent under any SEC). Without limiting the right of them, in each case in any respect thatSub to extend the Offer, in the aggregateevent that any condition set forth in Annex 1 is not satisfied or waived at the scheduled Expiration Date, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the Expiration Date of the Offer in increments of five business days each until the earliest to occur of (v) the date that is materially adverse 15 days after the initial Expiration Date, (w) the satisfaction or waiver of such condition, (x) the determination by Parent that such condition to the LendersOffer is not capable of being satisfied on or prior to the date specified in Section 9.1(b)(ii)(B), provided that such inability to satisfy such condition is not due to any amendmentfailure of Parent or Sub to perform in any material respect any covenant or agreement of Parent or Sub contained herein, supplement, modification, waiver or treatment as satisfied the material breach by Parent or Sub of any representation or warranty contained herein, (y) the termination of this Agreement in accordance with its terms and (z) the date specified in Section 9.1(b)(ii)(B); provided, however, that Parent and Sub shall not be required to so extend the Expiration Date if the failure to satisfy any condition set forth in Annex 1 was caused by or resulted from the failure of the Key Offer Terms Company to perform in any material respect any covenant or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction agreement of the Maximum Offer Consideration Company contained herein, or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse material breach by the Company of any representation or warranty contained herein. On the terms and subject to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders conditions of Target in connection with the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment shares of Company Common Stock tendered as soon as it is legally permitted to be paid do so under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer Considerationapplicable Law. (b) Without prejudice to any On the date of commencement of the aboveOffer, without Sub shall, and Parent shall cause Sub to, file with the Arrangers’ prior written consent SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such consent not Schedule TO and the documents included therein pursuant to which the Offer will be unreasonably withheldmade, conditioned together with any supplements or delayed)amendments thereto, the Borrower OFFER DOCUMENTS). The Company shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within cooperate fully in the meaning of Section 2(5) preparation of the German Takeover Act) Offer Documents and the Company and its counsel shall be given a reasonable opportunity to (i) enter into agreements which entitle them to demand review the transfer Offer Documents before they are filed with the SEC. Each of title to shares of Parent, Sub and the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take Company shall promptly correct any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised information provided by Bidco it for use in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target Offer Documents if and to the extent that it would conflict such information shall have become false or misleading in any material respect, and each of Parent and Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the Borrower’s obligation under Section 6.12(d)SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable Federal securities Law. Parent and Sub shall provide the Company and its counsel in writing with any comments Parent, Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) The Borrower Parent and Sub shall not permit Bidco timely file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to take any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged Offer required to make a mandatory offer be filed pursuant to Section 35 Chapter 80B of the German Takeover Code. (d) Except as Minnesota Statutes and shall disseminate to the Company's stockholders via the Offer Documents the information set forth in any such registration statement to the extent and within the time period required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent Chapter 80B of the ArrangersMinnesota Statutes.

The Offer. (a) The Borrower Provided that the Company has fulfilled its obligation to provide information to Parent and Merger Sub on a timely basis as contemplated by Section 2.1(e), Merger Sub shall, and Parent shall not permit Bidco cause Merger Sub to, commence (without within the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)meaning of Rule 14d-2 under the Exchange Act) (i) to amend, supplement, modify, waive or treat as satisfied any condition of the Offer, the Convertible Offer or the Private Sale or (ii) amend, supplement, modify or waive (A) any term of the Offer Document as promptly as reasonably practicable after submission the date hereof. (b) The obligation of Merger Sub to BaFinaccept for payment, (B) purchase and pay for any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse Company Shares tendered pursuant to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case shall be deemed subject to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration Minimum Condition and (ii) the other conditions set forth in Annex A hereto. Merger Sub expressly reserves the right (but shall not be obligated) at any time or from time to time, in its sole discretion, to waive any such condition (other than the Minimum Condition), to increase the price per Company Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that without the prior written consent of the Company no change may be made that (i) decreases the price per Company Share payable in the Offer, (ii) changes the form of consideration per Convertible Bond payable in the Offer, (iii) reduces the maximum number of Company Shares sought to be paid purchased in the Offer, (iv) adds to the conditions to the Offer set forth in Annex A hereto, (v) extends the Offer other than as set forth in this Section 2.1, or (vi) modifies or amends any condition to the Offer in any manner materially adverse to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer Consideration. (b) Without prejudice to any of the above, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d)Company Shares. (c) The Borrower Offer initially shall be scheduled to expire twenty (20) Business Days following (and including, if it is a Business Day, the day of) the commencement thereof (the “Expiration Date,” unless extended in accordance with this subsection (c), in which case any expiration time and date established pursuant to an authorized extension of the Offer in accordance with the terms of this Agreement, shall be the Expiration Date). Notwithstanding anything herein to the contrary, Merger Sub (i) at the written request of the Company, shall, and Parent shall then cause Merger Sub to, from time to time extend the Offer, in increments of no more than ten (10) Business Days each, if at the initial or any subsequent scheduled Expiration Date of the Offer any of the conditions to Merger Sub’s obligation to accept Company Shares for payment shall not permit Bidco be satisfied or waived, but each such condition is reasonably capable of being satisfied at or prior to take the Outside Date, until such time as such conditions are satisfied or waived to the extent permitted by this Agreement, (ii) shall, and Parent shall cause Merger Sub to, extend the Offer for any action period required by any rule, regulation or step interpretation of the SEC, or the staff thereof, applicable to the Offer, or (iii) may extend the Offer one time for up to five (5) Business Days if all of the conditions to Merger Sub’s obligation to accept for payment Company Shares are satisfied or permit waived, but the taking number of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer Company Shares validly tendered and not withdrawn pursuant to Section 35 the Offer is less than ninety percent (90%) of the German Takeover Codethen outstanding Company Shares on a fully diluted basis at the otherwise scheduled Expiration Date. Notwithstanding the foregoing, no such extension provided for in this Section 2.1(c) shall extend the Offer beyond the Outside Date. In each of the above cases, Parent shall cause Merger Sub to extend the Offer from time to time in accordance with this Section 2.1(c) for the shortest time periods which it reasonably believes are necessary until consummation of the Offer if the conditions of the Offer shall not have been satisfied or waived, so long as this Agreement shall not have been terminated in accordance with Article VIII hereof. (d) Except The Per Share Amount shall, subject to applicable withholding of Taxes, be net to the seller of Company Shares in cash, upon the terms and subject to the conditions of the Offer. Merger Sub shall, and Parent shall cause Merger Sub to, pay the Per Share Amount for all Company Shares validly tendered and not withdrawn promptly following the acceptance of Company Shares for payment in accordance with the terms of the Offer (the date and time of acceptance for payment of such Company Shares, the “Acceptance Time”). If payment of the Per Share Amount is to be made to a Person other than the Person in whose name the surrendered certificate formerly evidencing Company Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Per Share Amount to a Person other than the registered holder of the certificate surrendered, or shall have established to the reasonable satisfaction of Merger Sub that such Taxes either have been paid or are not applicable. (e) As promptly as practicable on the date of commencement of the Offer, and conditioned on Company’s having fulfilled its obligation to provide information to Parent and Merger Sub on a timely basis as contemplated by this Section 2.1(e), Merger Sub shall, and Parent shall cause Merger Sub to, file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all exhibits, supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). Merger Sub shall, and Parent shall cause Merger Sub to, use its reasonable best efforts to cause the Offer Documents to be disseminated to holders of Company Shares in all material respects to the extent required by applicable federal securities laws. Parent and Merger Sub shall use their reasonable best efforts to cause the Offer Documents to comply in all material respects with the applicable requirements of federal securities laws. Parent, Merger Sub and the Company agree to correct promptly any information provided by any of them for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Company Shares, in each case in all material respects as required by law applicable federal securities laws. The Company shall as promptly as practicable furnish to Merger Sub or regulationParent all information concerning the Company that is required by applicable federal securities laws or reasonably requested by Merger Sub or Parent in connection with their obligations relating to the Offer Documents or any action contemplated by this Section 2.1(e). Parent and Merger Sub shall give the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO before it is filed with the SEC. In addition, Parent and Merger Sub agree to provide the Company and its counsel (i) in writing with any comments, whether written or oral, Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, and any written or oral responses thereto, and (ii) reasonable opportunity to review and comment on any written or oral response to such comments or any proposed amendment to the Offer Documents prior to the filing thereof with the SEC. (f) If, between the date of this Agreement and the date on which any particular Company Share is accepted for payment and paid for pursuant to the Offer, the Borrower outstanding shares of Company Common Stock are changed into a different number or class of shares by means of any stock split, division or subdivision of shares, stock dividend, reverse stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or similar transaction, then the Per Share Amount applicable to such Company Share shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangersbe appropriately adjusted.

The Offer. (a) Subject to the provisions of this Agreement and this Agreement not having been terminated in accordance with Article 10 hereof, as promptly as practicable but in any event within five business days after the date hereof, Merger Sub shall commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), an offer to purchase all of the outstanding shares of Class A Common Stock, par value $.001 per share ("Class A Common Stock"), and Class B Common Stock, par value $.001 per share ("Class B Common Stock," and, together with the Class A Common Stock, the "Common Stock"), of the Company at a price of $37.00 per share of Common Stock, net to the seller in cash (the "Offer"). The Borrower obligation of Merger Sub to commence the Offer and accept for payment, and pay for, any shares of 6 Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Exhibit A hereto and to the terms and conditions of this Agreement. Subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not permit Bidco previously extended in accordance with the terms hereof) shall expire on such date of termination. (without b) Merger Sub expressly reserves the Arrangers’ prior written consent (such consent not right to be unreasonably withheld, conditioned or delayed)) (i) modify the terms of the Offer and to amend, supplement, modify, waive or treat as satisfied any condition of the Offer, except that, without the Convertible Offer or prior written consent of the Private Sale or Company, Merger Sub shall not (i) waive the Minimum Condition (as defined in Exhibit A), (ii) amendreduce the number of shares of Common Stock subject to the Offer, supplement(iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, modify or waive (Aiv) any term extend the Offer, if all of the Offer Document after submission to BaFinconditions are satisfied or waived, (Bv) change the form of consideration payable in the Offer, (vi) amend or modify any term or condition of the Convertible Offer Document after publication or (Cincluding the conditions set forth on Exhibit A) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially manner adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of Common Stock or (vii) impose additional conditions to the Convertible Bonds Offer other than such conditions required by applicable Law (as hereinafter defined). Notwithstanding anything herein to the contrary, Merger Sub may, in connection with its sole discretion without the Convertible Bond consent of the Company, extend the Offer at any time and from time to exceed, on a price or value per bond basis, time (i) if at the Maximum Convertible then scheduled expiration date of the Offer Consideration. (b) Without prejudice to any of the above, without the Arrangers’ prior written consent (such consent not conditions to be unreasonably withheld, conditioned or delayed), the Borrower Merger Sub's obligation to accept for payment and pay for shares of Common Stock shall not and shall not permit Bidco have been satisfied or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Datewaived, (ii) take for any actions period required by any rule, regulation, interpretation or measures which would result in an attribution of voting rights pursuant to Section 30 position of the German Takeover Act pursuant Securities and Exchange Commission (the "SEC") or its staff applicable to Section 4.2.1(iiithe Offer, (iii) for any period required by applicable Law and (iv) if all Offer conditions are satisfied or waived but the number of shares of Common Stock tendered is less than 90% of the Purchase Agreement without being able to legally ensure then outstanding number of shares of Common Stock, for an aggregate period of not more than 20 business days (for all such extensions under this clause (iv)) beyond the latest expiration date that such voting rights can would be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(Cpermitted under clause (i), (ii) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior this sentence. So long as this Agreement is in effect and the conditions to the execution Offer have not been satisfied or waived, at the request of a Domination Agreement the Company, Merger Sub shall extend the Offer for an aggregate period of not more than 5 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. Such period of 5 business days shall include any grace period contemplated by clause (d)(ii) of Exhibit A that would decrease extends beyond the conversion price under any bond convertible into shares in otherwise scheduled expiration date of the Target Offer. Subject to the extent that it would conflict terms and conditions of the Offer and this Agreement, Merger Sub shall accept for payment and pay for, in accordance with the Borrower’s obligation under Section 6.12(d). (c) The Borrower shall terms of the Offer, all shares of Common Stock validly tendered and not permit Bidco to take any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer withdrawn pursuant to Section 35 the Offer as soon as practicable after the expiration of the German Takeover CodeOffer. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.

The Offer. (a) The Borrower Provided that this Agreement shall not permit Bidco have been terminated in accordance with Section 7.1, Merger Sub shall, and Parent shall cause Merger Sub to (i) as promptly as practicable following the execution of this Agreement, and in any event within three Business Days following the date of this Agreement (or such other later date as the parties may mutually agree in writing) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) the Offer to purchase all outstanding Shares at the Per Share Amount. The Per Share Amount shall be net to the seller in cash, subject to reduction only for any applicable federal backup withholding or stock transfer taxes payable by the seller. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and to pay for any Shares tendered pursuant to the Offer shall be subject to only those conditions set forth in Annex III (the “Tender Offer Conditions”). The Company agrees that no Shares held by the Company or any of its Subsidiaries (other than any Shares held on behalf of third parties) will be tendered pursuant to the Offer. For the avoidance of doubt, the parties hereto agree that Restricted Shares may be tendered in the Offer and be acquired by Parent or Merger Sub pursuant to the Offer. (b) Parent on behalf of Merger Sub expressly reserves the right from time to time, subject to Sections 1A.1(c) and (d), to waive any Tender Offer Condition or increase the Per Share Amount, provided that without the Arrangers’ prior written consent (such consent of the Company, Merger Sub shall not, and Parent shall cause Merger Sub not to be unreasonably withheld, conditioned or delayed)) (i) decrease the Per Share Amount or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to amendbe purchased in the Offer, supplement(iii) amend or waive satisfaction of the Minimum Condition (as defined in Annex III), modify(iv) impose additional conditions to the Offer, (v) make any change in the Offer that would require an extension or delay of the then-current Expiration Date (other than an increase in the Per Share Amount), (vi) modify or amend the Tender Offer Conditions (other than to waive such Tender Offer Conditions, other than the Minimum Condition) or treat as satisfied (vii) modify or amend any condition other term of the Offer, in the Convertible Offer or the Private Sale or case of this clause (ii) amendvii), supplement, modify or waive in any manner (A) adverse to the holders of Shares or (B) which would reasonably be expected to result in, individually or in the aggregate, a Parent Material Adverse Effect. (c) On the date of commencement of the Offer, Parent and Merger Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain the offer to purchase (the “Offer to Purchase”) and related letter of transmittal and summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any term supplements or amendments thereto, the “Offer Documents”). Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Merger Sub shall, and Parent further agrees to cause Merger Sub to, take all steps necessary to cause the Schedule TO, as so corrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on any Offer Documents (including each amendment or supplement thereto) before they are filed with the SEC. Merger Sub shall, and Parent agrees to cause Merger Sub to, provide the Company with (in writing, if written), and to consult with the Company regarding, any comments (written or oral) that may be received by Parent, Merger Sub or their counsel from the SEC or its staff with respect to the Offer Documents as promptly as practicable after receipt thereof. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses. (d) The Offer to Purchase shall provide for an expiration date of the 20th Business Day (as defined in Rule 14d-1 under the Exchange Act, “Business Day”) following (and including the day of) the commencement of the Offer Document after submission (such date, or such subsequent date to BaFinwhich the expiration of the Offer is extended pursuant to and in accordance with the terms of this agreement, the “Expiration Date”). Merger Sub shall not and Parent agrees that it shall cause Merger Sub to not terminate or withdraw the Offer other than in connection with the effective termination of this Agreement in accordance with Section 7.1 hereof. Notwithstanding the foregoing, Merger Sub may, without Parent receiving the consent of the Company, (A) extend the Expiration Date for any period required by applicable rules and regulations of the SEC or the New York Stock Exchange applicable to the Offer or (B) elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 under the Exchange Act. So long as the Offer and this Agreement have not been terminated pursuant to Section 7.1, if at any term scheduled Expiration Date, the Tender Offer Conditions shall not have been satisfied or earlier waived, Merger Sub shall, and Parent shall cause Merger Sub to extend the Offer and the Expiration Date to a date that is not more than five Business Days after such previously scheduled Expiration Date; provided that Merger Sub shall not and Parent shall not be required to cause Merger Sub to extend the Offer beyond the End Date. In the event the Acceptance Date occurs but Parent does not acquire a sufficient number of Shares to enable a Short Form Merger to occur, Merger Sub shall, and Parent shall cause Merger Sub to provide a “subsequent offering period” for a number of days to be determined by Parent but not less than three nor more than 15 Business Days, in accordance with Rule 14d-11 under the Convertible Offer Document after publication or (C) any term of Exchange Act; provided that Merger Sub shall, and Parent shall cause Merger Sub to immediately accept and promptly pay for all Shares tendered during the Purchase Agreement, or grant any consent under any of theminitial offering period and immediately accept and promptly pay for all Shares tendered during such subsequent offering period, in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection accordance with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid Rule 14d-11 under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer ConsiderationExchange Act. (be) Without prejudice Subject solely to any of the above, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned satisfaction or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively waiver by Merger Sub in accordance with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(51A.1(b) of the German Takeover Act) to (i) enter into agreements which entitle them to demand Tender Offer Conditions, Merger Sub shall, and Parent shall cause Merger Sub, as soon as possible after the transfer of title to shares expiration of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing DateOffer, (ii) take any actions or measures which would result in an attribution of voting rights to accept for payment and pay for Shares validly tendered and not withdrawn pursuant to Section 30 the Offer (the date of acceptance for payment, the German Takeover Act “Acceptance Date”). Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any Shares that Merger Sub becomes obligated to purchase pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d)Offer. (c) The Borrower shall not permit Bidco to take any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 of the German Takeover Code. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.

The Offer. (a) The Borrower Provided that this Agreement shall not permit Bidco have been terminated in accordance with Section 8.1 and none of the events or conditions set forth in Article 6 shall have occurred and be existing, as promptly as practicable after the date hereof (without but in no event later than the Arrangers’ prior written consent fifth business day after the public announcement of the terms of this Agreement, Acquisition shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Offer. The Offer will be made pursuant to the Offer Documents (as defined below) containing terms and conditions set forth in this Agreement. Acquisition shall accept for payment, purchase and pay for all Shares which have been validly tendered and not withdrawn pursuant to the Offer at the earliest time following expiration of the Offer that all conditions to the Offer set forth in Article 6 shall have been satisfied or waived by Acquisition. The obligation of Acquisition to accept for payment, purchase and pay for Shares tendered pursuant to the Offer shall be subject only to the condition that at least a majority of the issued and outstanding Shares be validly tendered (the "Minimum Condition") and the other conditions set forth in Article 6. Acquisition expressly reserves the right to waive any such consent not condition (other than the Minimum Condition) to increase the price per Share payable in the Offer or to make any other changes in the terms and conditions of the Offer (provided that, unless previously approved by the Company in writing, no change may be made which decreases the Per Share Amount, which reduces the number of Shares to be unreasonably withheld, conditioned or delayed)) (i) to amend, supplement, modify, waive or treat as satisfied any condition of purchased in the Offer, which changes the Convertible Offer or the Private Sale or (ii) amend, supplement, modify or waive (A) any term form of the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid in the Offer, which imposes conditions to the shareholders Offer in addition to those set forth in Article 6 or which amends or changes any term or condition of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on in a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid manner adverse to the holders of Shares). The Per Share Amount shall be paid net to the Convertible Bonds seller in connection with cash, less any required withholding of taxes, upon the Convertible Bond Offer terms and subject to exceed, on a price such conditions of the Offer. The Company agrees that no Shares held by the Company or value per bond basis, any of its subsidiaries will be tendered in the Maximum Convertible Offer ConsiderationOffer. (b) Without prejudice Subject to any of the aboveterms and conditions thereof, the Offer shall expire at midnight, New York City time, on the date that is twenty (20) business days after the date the Offer is commenced (the "Initial Expiration Date"); provided, however, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) Board, Parent may cause Acquisition to (i) enter into agreements which entitle them from time to demand time extend the transfer of title to shares Offer, if at the Initial Expiration Date of the Target Offer any of the conditions to the Offer necessary to consummate the Offer have not been satisfied or Convertible Bonds if such agreements contain more or different closing conditions waived (other than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing DateMinimum Condition, to which this clause does not apply), until such time as such conditions are satisfied or waived; (ii) take extend the Offer for any actions period required by any rule, regulation, interpretation or measures which would result in an attribution of voting rights pursuant to Section 30 position of the German Takeover Act pursuant Securities and Exchange Commission (the "SEC") or the staff thereof applicable to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination AgreementOffer; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action if all of the conditions to declare the Offer are satisfied or waived but the number of Shares validly tendered and not withdrawn is less than ninety percent (90%) of the then outstanding number of Shares on a special dividend of Target at any time fully diluted basis, for an aggregate period not to exceed twenty (20) business days (for all such extensions), provided that Acquisition shall accept and promptly pay for all securities tendered prior to the execution date of a Domination Agreement such extension and shall otherwise meet the requirements of Rule 14d-11 under the Exchange Act in connection with each such extension. In addition, Parent and Acquisition agree that would decrease Acquisition shall from time to time extend the conversion price under Offer, if requested by the Company, if at the Initial Expiration Date (or any bond convertible into shares in extended expiration date of the Target Offer, if applicable), any of the conditions to the extent that it would conflict with Offer other than (or in addition to) the Borrower’s obligation under Section 6.12(d)Minimum Condition shall not have been waived or satisfied, until (taking into account all such extensions) September 30, 2000. (c) The Borrower shall not permit Bidco to take any action or step (or permit As soon as practicable after the taking date of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 commencement of the German Takeover Code. Offer, Acquisition shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include an offer to purchase and form of transmittal letter (d) Except as required together with any amendments thereof or supplements thereto, collectively the "Offer Documents"). The Offer Documents will comply in all material respects with the provisions of applicable federal securities laws. Parent, Acquisition and the Company each agrees promptly to correct any information provided by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than it for use in the Offer Document) Documents if and to the extent that such information shall have become false or misleading in any material respect, and Acquisition further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC. Parent and Acquisition agree to provide to the Company and its counsel any comments or other communications which contains any information Parent, Acquisition or statement concerning their counsel receives from the Loan Documents or the Arrangers, Agents or Lenders without the prior consent staff of the ArrangersSEC with respect to the Offer Documents promptly after receipt thereof.

The Offer. (a) The Borrower shall Subject to the last sentence of this Section 1.1(a), as promptly as practicable (but in any event not permit Bidco later than five business days after the public announcement of the execution and delivery of this Agreement), Parent will cause Purchaser to commence (without within the Arrangers’ prior written consent meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such consent not the "EXCHANGE ACT")), the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be unreasonably withheldmade to a Person other than the Person in whose name the certificate for such Shares is registered, conditioned or delayedany applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) (i) under the Exchange Act), in which event references herein to amendPurchaser will be deemed to apply to such subsidiary, supplementas applicable. Notwithstanding the foregoing, modifyif between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, waive by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or treat as satisfied any condition exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, the Convertible Offer or the Private Sale or (ii) amend, supplement, modify or waive (A) any term of the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with consummate the Offer and to accept for payment and to pay for Shares validly tendered in the Offer and not withdrawn in accordance therewith will be paid under subject to, and only to, those conditions set forth in Annex A hereto (the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer Consideration"OFFER CONDITIONS"). (b) Without prejudice to any of the above, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to Company, Purchaser will not, and Parent will cause Purchaser not to, (i) enter into agreements which entitle them to demand decrease or change the transfer of title to shares form of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing DatePer Share Amount, (ii) take decrease the number of Shares sought in the Offer, (iii) amend or waive the Minimum Condition (as defined in Annex A hereto) or impose conditions other than the Offer Conditions on the Offer, (iv) extend the expiration date of the Offer (the "EXPIRATION DATE") (which will initially be 20 business days following the commencement of the Offer) except (A) as required by Law, (B) that, in the event that any actions condition to the Offer is not satisfied or measures which waived at the time that the Expiration Date would result otherwise occur, (1) Purchaser must extend the Expiration Date for an aggregate of 10 additional business days to the extent necessary to permit such condition to be satisfied and (2) Purchaser may, in an attribution of voting rights its sole discretion, extend the Expiration Date for such additional period as it may determine to be appropriate (but not beyond June 30, 1999) to permit such condition to be satisfied, and (C) that, in the event that the OCC Condition (as defined in Annex A hereto) is not satisfied, and all other Offer Conditions have been satisfied or waived at the time that the Expiration Date (as extended pursuant to Section 30 1.1(b)(iv)(A) or (B)), would have otherwise occurred, Purchaser must either irrevocably waive the OCC Condition or extend the Expiration Date (but not beyond the date that is 60 calendar days from the date of the German Takeover Act pursuant to Section 4.2.1(iii) filing with the Office of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) Comptroller of the Purchase Agreement or Currency (iiithe "OCC") take any action to declare a special dividend in respect of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target OCC Condition) to the extent that it necessary to permit the OCC Condition to be satisfied, or (v) amend any term of the Offer in any manner materially adverse to Shareholders (including without limitation to result in any extension which would conflict be inconsistent with the Borrower’s obligation under Section 6.12(dpreceding provisions of this sentence). , provided, however, that (c1) The Borrower shall subject to applicable legal requirements, Parent may cause Purchaser to waive any Offer Condition, other than the Minimum Condition, in Parent's sole discretion and (2) the Offer may be extended in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). Except as set forth above and subject to applicable legal requirements, Purchaser may amend the Offer or waive any Offer Condition in its sole discretion. Assuming the prior satisfaction or waiver of the Offer Conditions, Parent will cause Purchaser to accept for payment, and pay for, in accordance with the terms of the Offer, all Shares validly tendered and not permit Bidco withdrawn pursuant to take any action or step (or permit the taking of any action or step) which may result in Bidco, Offer as soon as practicable after the Borrower Expiration Date or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 of the German Takeover Codeextension thereof. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.

The Offer. (a) The Borrower shall not permit Bidco Subject to the terms and conditions of this Agreement, as promptly as practicable (without but in no event, subject to the Arrangers’ prior written consent (such consent not Company having timely provided any information required to be unreasonably withheld, conditioned or delayed)provided by it pursuant to Section 1.1(e) (i) to amend, supplement, modify, waive or treat as satisfied any condition of the Offer, the Convertible Offer or the Private Sale or (ii) amend, supplement, modify or waive (A) any term of the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayedSection 1.2(c)), permit later than ten (i10) Business Days after the consideration to be paid to the shareholders initial public announcement of Target in connection with this Agreement), Merger Sub shall, and Parent shall cause Merger Sub to, commence the Offer and to be paid under within the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders meaning of the Convertible Bonds in connection with applicable rules and regulations of the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer ConsiderationSEC. (b) Without prejudice The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and thereafter pay for, any Shares validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction or waiver of the above, without the Arrangers’ prior written consent conditions set forth in Exhibit A (such consent not to be unreasonably withheld, conditioned or delayed)collectively, the Borrower “Offer Conditions”). The Offer shall not and shall not permit Bidco or any other Affiliate initially be scheduled to expire at one minute after 11:59 p.m., New York City time, on the 20th business day (or any person acting collectively with Borrower, Bidco or any determined using Rule 14d-1(g)(3) of their Affiliates the Exchange Act) following the commencement (within the meaning of Section 2(5Rule 14d-2 of the Exchange Act) of the German Takeover Act) Offer. Merger Sub expressly reserves the right to waive any Offer Condition or modify the terms of the Offer in any manner not inconsistent with this Agreement, except that, without the prior written consent of the Company, Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) enter into agreements which entitle them reduce the number of Shares subject to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing DateOffer, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of reduce the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or Offer Price, (iii) take any action to declare a special dividend change the form of Target at any time prior consideration payable in the Offer, (iv) waive, amend or modify the Minimum Tender Condition, the Regulatory Condition, the Absence of Legal Restraint Condition or the Termination Condition, (v) impose conditions or requirements to the execution Offer other than the Offer Conditions or amend, modify or supplement any Offer Condition in any manner adverse to the holders of a Domination Agreement Shares (in their capacity as such), (vi) except as otherwise provided in this Section 1.1, terminate, or extend or otherwise amend or modify the expiration date of, the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to the holders of Shares or (viii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. Notwithstanding the foregoing, Merger Sub shall, and Parent shall cause Merger Sub to, on the terms and subject to the Offer Conditions and conditions of the Offer and this Agreement, (A) extend the Offer for one or more consecutive increments of not more than ten (10) Business Days each (or for such longer period as may be mutually agreed by Parent and the Company), if at the scheduled expiration time of the Offer the Minimum Offer Condition or any of the other Offer Conditions shall not have been satisfied or waived, until such time as such conditions shall have been satisfied or waived and (B) extend the Offer for the minimum period required by any rule, regulation or interpretation or position of the SEC or the staff thereof applicable to the Offer; provided, however, that, notwithstanding the foregoing, if at the otherwise scheduled expiration time of the Offer, each Offer Condition (other than the Minimum Tender Condition and any conditions that by their nature are to be satisfied at the expiration of the Offer and that would decrease be capable of being satisfied or waived by Parent were the conversion price under any bond convertible into shares expiration of the Offer to occur at such time) shall have been satisfied or waived and the Minimum Tender Condition shall not have been satisfied, Merger Sub and Parent shall have no obligation to extend the Offer in such circumstances on more than three (3) occasions, with each such extension to be for ten (10) Business Days unless the Target to Company agrees otherwise in writing; provided further that in no circumstances shall Merger Sub or Parent extend the extent Offer such that it the Acceptance Time would conflict with occur beyond the Borrower’s obligation under Section 6.12(d)End Date. (c) The Borrower On the terms and subject only to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) accept for payment all Shares validly tendered and not permit Bidco properly withdrawn pursuant to take the Offer immediately after the expiration of the Offer (and in any action event prior to 8:00 a.m., New York City time, on the first Business Day starting at (if the expiration time occurs on a Business Day) or step following (or permit if the taking expiration time does not occur on a Business Day) the expiration time of any action or stepthe Offer) which may result in Bidco(the time of such acceptance, the Borrower or “Acceptance Time”) and (ii) pay the Offer Price for such Shares promptly after (and, in any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 of event, no later than the German Takeover Codesecond Business Day after) the Acceptance Time. (d) Except The Offer may not be terminated prior to its expiration date (as such expiration date may be extended in accordance with this Section 1.1), unless this Agreement is validly terminated in accordance with Section 7.1. If this Agreement is validly terminated in accordance with Section 7.1, Merger Sub shall, and Parent shall cause Merger Sub to, immediately, irrevocably and unconditionally terminate the Offer, and Merger Sub shall neither acquire nor pay for Shares pursuant to the Offer. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and Parent and Merger Sub shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof. Nothing contained in this Section 1.1 shall affect any termination rights set forth in Section 7.1. (e) As promptly as reasonably practicable on the date of commencement (within the meaning of Rule 14d-2 of the Exchange Act) of the Offer, Parent and Merger Sub shall file with the SEC a tender offer statement on Schedule TO with respect to the Offer, which shall contain or incorporate by reference an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any exhibits, supplements or amendments thereto, the “Offer Documents”) and shall disseminate the Offer Documents to the holders of Shares as and to the extent required by law or regulation, applicable U.S. federal securities Laws. The Company shall furnish to Parent and Merger Sub all information concerning the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries Company required by the Exchange Act to make any statement or announcement (other than be set forth in the Offer Document) which contains Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or statement concerning misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Loan Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable federal securities Laws. Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after a Change of Recommendation, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or its staff or the dissemination thereof to the holders of Shares, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (including the Arrangersproposed final version thereof), Agents and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company or Lenders its counsel. (f) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any Shares that Merger Sub becomes obligated to purchase pursuant to the Offer. (g) Without limiting the other provisions of this Agreement, if, between the date of this Agreement and the Acceptance Time, the outstanding Shares shall have been changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination, exchange of shares or other similar transaction, then the Offer Price shall be equitably adjusted, without the prior consent of the Arrangersduplication, to proportionally reflect such change.

The Offer. Subject to the conditions of this ---------- Agreement, as promptly as practicable but in no event later than five business days after the date of public announcement of this Agreement, Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (a) the "SEC"). The Borrower shall not permit Bidco obligation of Sub to, and of Parent to cause Sub to, commence the --- Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion, provided that, without the Arrangers’ prior written consent of the Company, Sub may not waive the Minimum Tender Condition (such consent not as defined in Exhibit A)). The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rule 14d-1(e)(6) of the SEC). Sub expressly reserves the right to be unreasonably withheld, conditioned or delayed)) (i) to amend, supplement, modify, waive or treat as satisfied any condition modify the terms of the Offer, except that, without the Convertible Offer or written consent of the Private Sale or Company, Sub shall not (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) amend, supplement, modify or waive (A) any term reduce the price per share of the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration Company Common Stock to be paid pursuant to the shareholders of Target Offer, (iii) modify or add to the conditions set forth in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid Exhibit A in any manner adverse to the holders of Company Common Stock, (iv) except as provided in the Convertible Bonds next sentence, extend the Offer, (v) change the form of consideration payable in connection with the Convertible Bond Offer or (vi) otherwise amend the Offer in a manner adverse to exceedthe holders of Company Common Stock. Notwithstanding the foregoing, on a price or value per bond basisSub may, without the Maximum Convertible consent of the Company, (i) extend the Offer, if at the scheduled expiration date of the Offer Consideration. (b) Without prejudice to any of the above, without the Arrangers’ prior written consent (such consent not conditions to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) Sub's obligation to (i) enter into agreements which entitle them to demand the transfer of title to purchase shares of the Target Company Common Stock are not satisfied or Convertible Bonds if waived, until such agreements contain more time as such conditions are satisfied or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Datewaived, (ii) take any actions or measures which would result in an attribution extend the Offer for a period of voting rights not more than five business days beyond the initial expiration date of the Offer, if on the date of such extension the Minimum Tender Condition has been satisfied but less than 90% of the outstanding shares of Company Common Stock have been validly tendered and not properly withdrawn pursuant to Section 30 the Offer, (iii) extend the Offer for any period required by any rule, regulation, interpretation or position of the German Takeover Act pursuant SEC or the staff thereof applicable to Section 4.2.1(iiithe Offer and (iv) extend the Offer for any reason for a period of not more than two business days beyond the Purchase Agreement without being able to legally ensure latest expiration date that such voting rights can would otherwise be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(Cpermitted under clause (i) of the Purchase Agreement or (iii) take any action of this sentence (it being understood that Sub may not extend the Offer pursuant to declare a special dividend this clause (iv) if it has previously extended the Offer pursuant to clause (ii) of Target at any time prior this sentence). On the terms and subject to the execution conditions of a Domination Agreement that would decrease the conversion price under any bond convertible into Offer and this Agreement, Sub shall, and Parent shall cause Sub to, pay for all shares in the Target of Company Common Stock validly tendered and not withdrawn pursuant to the extent Offer that it would conflict with the Borrower’s obligation under Section 6.12(d). (c) The Borrower shall not permit Bidco Sub becomes obligated to take any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer purchase pursuant to Section 35 the Offer as soon as practicable after the expiration of the German Takeover CodeOffer. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement of this Agreement, Purchaser shall, and Parent shall cause Purchaser to, commence the Offer. The Borrower obligation of Purchaser to, and of Parent to cause Purchaser to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall not permit Bidco be subject to the conditions set forth in Exhibit A (any of which may be waived in whole or in part by Purchaser in its sole discretion), and to the terms and conditions of this Agreement. Purchaser expressly reserves the right to modify the terms and conditions of the Offer, except that, without the Arrangers’ prior written consent (such consent of the Company or as expressly permitted by this Agreement, Purchaser shall not to be unreasonably withheld, conditioned or delayed)) (i) reduce the number of shares of Company Common Stock subject to amendthe Offer, supplement(ii) reduce the Per Share Amount, modify(iii) modify or add to the conditions set forth in Exhibit A, waive (iv) except as provided in the following sentence or treat in Section 1.01(b), extend the term of the Offer, (v) change the form of consideration payable in the Offer or (vi) make any other modifications that are otherwise materially adverse to holders of Company Common Stock. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (A) extend the term of the Offer beyond any scheduled expiration date of the Offer if, at any such scheduled expiration date, any of the conditions to Purchaser's obligation to accept for payment, and pay for, shares of Company Common Stock tendered pursuant to the Offer shall not have been satisfied or waived (provided, however, that Purchaser may extend the Offer under this clause (A) on not more than one occasion and for not more than ten business days on such occasion) and (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any other applicable Law. (b) Notwithstanding any other provision contained herein, including, without limitation, Section 1.01(a), in the event the Minimum Condition (as defined in Exhibit A) is not satisfied on any condition scheduled expiration date of the Offer, the Convertible Purchaser may either (x) extend the Offer or the Private Sale or (ii) amend, supplement, modify or waive pursuant to clause (A) any term of the Offer Document after submission to BaFin, (Blast sentence of Section 1.01(a) any term of the Convertible Offer Document after publication or (Cy) any term of amend the Purchase Agreement, or grant any consent under any of them, in each case in any respect Offer to provide that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit event (i) the consideration to be paid Minimum Condition is not satisfied at the next scheduled expiration date of the Offer (after giving effect to the shareholders issuance of Target in connection with the Offer and to be paid any shares of Company Common Stock theretofore issued under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration Stock Option Agreement) and (ii) the consideration per Convertible Bond to be paid number of shares of Company Common Stock tendered pursuant to the holders Offer and not withdrawn as of such next scheduled expiration date is more than 50% of the Convertible Bonds in connection with then outstanding shares of Company Common Stock, Purchaser must waive the Convertible Bond Minimum Condition and amend the Offer to exceedreduce the number of shares of Company Common Stock subject to the Offer to 49.9% of the shares of Company Common Stock then outstanding (the "Revised Minimum Number") and, if a greater number of shares is tendered into the Offer and not withdrawn, purchase, on a price or value per bond pro rata basis, the Maximum Convertible Offer Consideration. Revised Minimum Number of shares (b) Without prejudice to any of the above, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower it being understood that Purchaser shall not and shall not permit Bidco in any event be required to accept for payment, 9 3 or pay for, any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds Company Common Stock if such agreements contain more or different closing conditions less than the ones set forth in Section 4.2.1 Revised Minimum Number of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights shares are tendered pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of Offer and not withdrawn at the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(dexpiration date). (c) The Borrower Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall, and Parent shall cause Purchaser to, pay for all shares of Company Common Stock validly tendered and not permit Bidco to take any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer withdrawn pursuant to Section 35 the Offer promptly after the expiration of the German Takeover CodeOffer. Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Company Common Stock that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer. (d) Except as required by law On the date of commencement of the Offer, Parent and Purchaser shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or regulationamendments thereto, the Borrower "Offer Documents"). Parent and Purchaser agree that the Offer Documents shall notcomply as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder and, on the date filed with the SEC and when first published, sent or given to the Company's shareholders, shall not permit BidCo nor contain any untrue statement of its other Subsidiaries a material fact or omit to state any material fact required to be stated therein or necessary in order to make any statement the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or announcement (other than Purchaser with respect to information supplied by the Company for inclusion in the Offer Document) which contains Documents or incorporated therein by reference to any statement, report or other document filed by or on behalf of the Company with the SEC. Each of Parent, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or statement concerning misleading in any material respect, and each of Parent and Purchaser further agrees to take all steps necessary to amend or supplement the Loan Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the ArrangersSEC and to be disseminated to the Company's shareholders, Agents in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or Lenders without the prior consent dissemination to shareholders of the ArrangersCompany. Parent and Purchaser agree to provide the Company and its counsel any comments Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall provide the Company and its counsel an opportunity to participate in the response of Parent and/or Purchaser to such comments.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, commence the Offer. The Borrower obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent of the Company, Sub shall not permit Bidco waive the Minimum Condition (without as defined in Exhibit A)). Sub expressly reserves the Arrangers’ prior written consent (such consent not right to be unreasonably withheld, conditioned or delayed)) (i) to amend, supplement, modify, waive or treat as satisfied any condition modify the terms of the Offer, except that, without the Convertible consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of the Private Sale Offer in any manner adverse to the Company or the holders of Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason for one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) amendof this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waived, supplementSub shall, modify or waive (A) any term and Parent shall cause Sub to, cause the Offer not to expire. Subject to the terms and conditions of the Offer Document and this Agreement, Sub shall, and Parent shall cause Sub to, accept for and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub is permitted to accept for payment under applicable law, and pay for, pursuant to the Offer as soon as practicable after submission to BaFin, (B) any term the expiration of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer ConsiderationOffer. (b) Without prejudice to any On the date of commencement of the aboveOffer, without Parent and Sub shall file with the Arrangers’ prior written consent SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D- 1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such consent not Schedule 14D-1 and the documents included therein pursuant to which the Offer will be unreasonably withheldmade, conditioned together with any supplements or delayed)amendments thereto, the Borrower shall not "Offer Documents"). Parent, Sub and shall not permit Bidco or the Company each agrees promptly to correct any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised information provided by Bidco it for use in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target Offer Documents if and to the extent that it would conflict such information shall have become false or misleading in any material respect, and Parent and Sub further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the Borrower’s obligation under Section 6.12(d)SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Parent and Sub agree to provide the Company and its counsel any comments Parent, Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) The Borrower Prior to the expiration of the Offer, Parent shall not permit Bidco provide or cause to take be provided to Sub all funds necessary to accept for payment, and pay for, any action or step (or permit the taking of any action or step) which may result in BidcoShares that Sub is permitted to accept for payment under applicable law and pay for, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 of the German Takeover CodeOffer. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.

The Offer. Parent shall cause Purchaser to, and Purchaser shall, as soon as practicable after the date hereof, but in any event within five business days after the public announcement of the execution hereof, commence (awithin the meaning of Rule 14d-2(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") the Offer for all of the outstanding Shares at a price equal to the Per Share Amount, net to the sellers thereof in cash, subject to the conditions set forth in Annex I hereto (the "Offer Conditions") including the Minimum Condition (as defined therein) and the termination provisions of Section 8 hereof. Purchaser shall consummate the Offer on the terms and subject to the conditions provided in this Section 1. 1. Subject to the terms and conditions of this Agreement, the obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to the satisfaction or waiver by Purchaser of the Offer Conditions. The Borrower Offer shall not permit Bidco (without be made by means of an offer to purchase which shall contain as conditions only the Arrangers’ prior written consent (Minimum Condition and the other conditions set forth in Annex I hereto, and, subject to the succeeding sentence, shall otherwise contain, and be entirely consistent with, the terms and conditions of the Offer as described in this Agreement. Each of Purchaser and Parent expressly reserves the right, in its sole discretion, to waive any such consent not condition and make any other changes to be unreasonably withheld, conditioned or delayed)) (i) to amend, supplement, modify, waive or treat as satisfied any condition the terms of the Offer, provided that, without the Convertible Offer consent of the Company, neither Parent nor Purchaser shall (i) amend or waive the Minimum Condition or the Private Sale HSR Condition (as defined 5 herein), (ii) amend any other condition of the Offer as set forth herein or in Annex I hereto, (iii) reduce the Per Share Amount, (iv) change the form of consideration to be paid in the Offer (other than by adding cash consideration), (v) reduce the maximum number of Shares to be purchased in the Offer, or (vi) amend any other term of the Offer in a manner which, in the reasonable judgment of the Company, is adverse to the holders of Shares. The Per Share Amount shall be net to the sellers in cash, without interest, subject to reduction only for any applicable federal back-up withholding taxes. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, subject to the Company's right to terminate this Agreement pursuant to Article 8, (i) extend the Offer on one or more occasions for up to ten business days for each such extension beyond the then-scheduled expiration date (the initial scheduled expiration date being 20 business days following commencement of the Offer), if at the then-scheduled expiration date of the Offer any of the conditions to Purchaser's obligation to accept for payment and pay for the Shares shall not be satisfied or waived, until such time as such conditions are satisfied or waived, and, at the request of the Company, Purchaser shall, subject to Parent's right to terminate this Agreement pursuant to Article 8, extend the Offer for additional periods up to but not later than September 30, 1998, unless the conditions not satisfied or earlier waived on the then-scheduled expiration date are one or more of the Minimum Condition or the conditions set forth in paragraphs (a), (c), (d) or (f) of Annex I hereto, provided that (x) if the only condition not satisfied is the Minimum Condition, the satisfaction or waiver of all other conditions shall have been publicly disclosed at least five business days before termination of the Offer and (y) if paragraph (a) or (f) of Annex I hereto has not been satisfied and the failure to so satisfy can be remedied, the Offer shall not be terminated unless the failure is not remedied within 30 calendar days after Parent has furnished the Company with written notice of such failure), (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "Commission") or the staff thereof applicable to the Offer, and (iii) extend the Offer for an aggregate period of not more than five business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) amendof this sentence if there shall not have been tendered sufficient Shares so that the Merger could be effected without a meeting of the Company's stockholders in accordance with Section 253 of the Delaware General Corporation Law (the "DGCL"). In addition, supplementthe Per Share Amount may be increased without the consent of the Company. Subject to the terms of the Offer, modify or waive (A) any term including the Offer Conditions, Purchaser shall accept for payment and pay for all Shares duly tendered at the earliest time at which it is permitted to do so under applicable provisions of the Exchange Act; provided that, as set forth above, Purchaser shall have the right, in its sole discretion, to extend the Offer for up to five business days notwithstanding the prior satisfaction of the Offer Document after submission Conditions, in order to BaFin, (B) any term attempt to satisfy the requirements of Section 253 of the Convertible DGCL. It is agreed that the Offer Document after publication Conditions other than the Minimum Condition and the condition relating to the termination or expiration of applicable waiting periods under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (Cthe "HSR Act") any term (the "HSR Condition") are solely for the benefit of Purchaser and may be asserted by Purchaser regardless of the Purchase circumstances resulting in a condition not being satisfied (except for any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition and the HSR Condition, may be waived by Purchaser, in whole or grant in part at any consent under time and from time to time, in its sole discretion. On the date of commencement of the Offer, Parent and Purchaser, with the cooperation of, and prior review thereof by, the Company, shall file with the Commission a Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer that will contain or will incorporate by reference the Offer (or portions thereof) and forms of the related letter of transmittal and summary advertisement (which documents, together with any supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1, and all amendments and supplements thereto, shall comply as to form in all material respects with the provisions of all applicable federal securities laws. Purchaser, and the Company with respect to information supplied by it for use in the Schedule 14D-1 or the Offer Documents, agree promptly to correct the Schedule 14D-1 or the Offer 2 6 Documents if and to the extent that any of themthem shall have become false or misleading in any material respect or any event occurs which should be set forth in an amendment or supplement to the Schedule 14D-1, and Purchaser shall take all steps necessary to cause the Schedule 14D-1 as so corrected or supplemented to be filed with the Commission and such Offer Documents as so corrected to be disseminated to holders of Shares and any other holders of securities of the Company (if any), in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer Consideration. (b) Without prejudice to any of the above, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d). (c) The Borrower shall not permit Bidco to take any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 of the German Takeover Code. (d) Except as required by law applicable federal securities laws. In addition, Parent and Purchaser agree to promptly provide the Company and its counsel in writing with any comments Parent, Purchaser or regulation, their counsel may receive from time to time from the Borrower shall not, and not permit BidCo nor any of SEC or its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangersstaff.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the public announcement of this Agreement), Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The Borrower obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall not permit Bidco be the 20th business day following the commencement of the Offer (without determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Arrangers’ prior written consent Securities Exchange Act of 1934, as amended (such consent not the "EXCHANGE ACT")). Sub expressly reserves the right to be unreasonably withheld, conditioned or delayed)) (i) to amend, supplement, modify, waive or treat as satisfied any condition to the Offer or modify the terms of the Offer, except that, without the Convertible Offer or consent of the Private Sale or Company, Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) amendreduce the price per share of Company Common Stock to be paid pursuant to the Offer, supplement(iii) waive or change the Minimum Tender Condition (as defined in Exhibit A), (iv) modify in any manner adverse to the holders of Company Common Stock or waive add to the conditions set forth in Exhibit A, (v) except as provided in the next sentence, extend the Offer or (vi) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Sub may, without the consent of the Company, (A) if at the scheduled or any term extended expiration date of the Offer Document after submission (whether extended pursuant to BaFinthis clause (A) or otherwise) any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waived, extend the Offer for such period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waived at such scheduled or extended expiration date, (B) extend the Offer for any term period required by any rule, regulation, interpretation or position of the Convertible SEC or the staff thereof applicable to the Offer Document after publication or and (C) if at the scheduled or any term extended expiration date of the Purchase AgreementOffer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or grant any consent under any (B) of themthis sentence. In addition, Sub may make available a "subsequent offering period", in each case accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in any respect thatsuch increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, in the aggregate, is materially adverse (x) Parent reasonably determines that such condition to the Lenders, provided that any amendment, supplement, modification, waiver Offer is not capable of being satisfied on or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse prior to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent Outside Date (such consent not to be unreasonably withheld, conditioned or delayedas defined in Section 8.01(b)(i)), permit (iy) the consideration to be paid termination of this Agreement in accordance with its terms and (z) the Outside Date. On the terms and subject to the shareholders conditions of Target in connection with the Offer and to be paid under the Purchase Agreement to exceedthis Agreement, on a price or value per share basis, the Maximum Offer Consideration Sub shall accept for payment and (ii) the consideration per Convertible Bond to be paid pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the holders Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer ConsiderationOffer. (b) Without prejudice to any On the date of commencement of the aboveOffer, without Parent and Sub shall file with the Arrangers’ prior written consent SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such consent not Schedule TO and the documents included therein pursuant to which the Offer will be unreasonably withheldmade, conditioned together with any supplements or delayed)amendments thereto, the Borrower "OFFER DOCUMENTS"). Each of Parent, Sub and the Company shall not and shall not permit Bidco or promptly correct any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised information provided by Bidco it for use in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target Offer Documents if and to the extent that it would conflict such information shall have become false or misleading in any material respect, and each of Parent and Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the Borrower’s obligation under Section 6.12(d)SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. Parent and Sub shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC or disseminated to the stockholders of the Company. Parent and Sub shall provide the Company and its counsel in writing with any comments Parent, Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall provide the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Sub to such comments. (c) The Borrower Prior to the expiration of the Offer, Parent shall not permit Bidco provide or cause to take be provided to Sub on a timely basis the funds necessary to purchase any action or step (or permit the taking shares of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged Company Common Stock that Sub becomes obligated to make a mandatory offer purchase pursuant to Section 35 of the German Takeover CodeOffer. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.

The Offer. (a) The Borrower Provided that this Agreement shall not permit Bidco (without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)) (i) to amend, supplement, modify, waive or treat as satisfied any condition have been terminated in accordance with Section 8.1 and none of the Offerevents set forth in paragraphs (a)-(g) of Annex A hereto shall have occurred or be existing, the Convertible Offer or the Private Sale or (ii) amend, supplement, modify or waive (A) any term of Purchaser shall commence the Offer Document as promptly as reasonably practicable after submission the date hereof, but in no event later than five business days after the initial public announcement of Purchaser's intention to BaFin, (B) any term of commence the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the LendersOffer. The Borrower Purchaser shall not, without the Arrangers’ consent of the Special Committee, accept for payment any Shares tendered pursuant to the Offer unless at least a majority of the then issued and outstanding Shares, other than the Parent Shares, shall have been validly tendered and not withdrawn prior written consent to the expiration of the Offer (such consent not the "First Minimum Condition"). In addition to the First Minimum Condition, the obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer shall be unreasonably withheld, conditioned or delayed)), permit sub- ject (i) the consideration to be paid to the shareholders condition (the "Second Minimum Condition") that there shall have been validly tendered and not withdrawn prior to the expiration of Target in connection with the Offer at least the number of Shares that when added to the Parent Shares shall constitute not less than 90% of the then issued and to be paid under the Purchase Agreement to exceed, outstanding Shares on a price or value per share basis, the Maximum Offer Consideration Fully Diluted Basis (as defined below) and (ii) to the satisfaction of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition (ex- cept the First Minimum Condition) without the consent of the Company, and to make any other changes in the terms and condi- tions of the Offer; provided, however, that no change may be made which decreases the Per Share Amount, changes the form of consideration per Convertible Bond payable in the Offer, reduces the maximum number of Shares to be paid purchased in the Offer or which imposes condi- tions to the holders Offer in addition to those set forth in Annex A hereto. The initial expiration date of the Convertible Bonds in connection with Offer shall be mid- night on the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer Consideration. (b) Without prejudice to any 20th business day following commencement of the aboveOffer. The foregoing notwithstanding, Purchaser may, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to Company, extend the Offer (i) enter into agreements which entitle them to demand the transfer of title to shares for any period required by any rule, regulation, interpretation or position of the Target Securities and Exchange Commission (the "SEC") or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of staff thereof applicable to the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing DateOffer, (ii) take if at the initial expira- tion date any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant conditions to Section 4.2.1(iiithe Offer set forth in para- graphs (a) - (g) of the Purchase Agreement without being able to legally ensure that Annex A have not been satisfied or waived, until such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this time as all of such conditions shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement have been sat- isfied or waived, and (iii) take any action to declare a special dividend in the event all of Target at any time prior the conditions to the execution Offer set forth in Annex A shall have been satisfied or waived, other than the First Minimum Condition or the Second Minimum Condition, for a period or periods aggregating not more than 20 business days after the later of a Domination Agreement that would decrease (A) the conversion price under any bond convertible into shares initial expi- ration date of the Offer and (B) the date on which all of the conditions set forth in paragraphs (a) - (g) of Annex A shall have been satisfied or waived. If all of the Target conditions to the extent that it would conflict with Offer set forth in Annex A have been satisfied or waived, other than the Borrower’s obligation under Section 6.12(d). Second Minimum Condition, then on the later to occur of (cx) the initial expiration date of the Offer and (y) the latest expiration date of the Offer permitted by the preceding sentence, Purchaser shall waive the Second Minimum Condition. The Borrower shall not permit Bidco Per Share Amount shall, subject to take any action or step applicable withholding of taxes, be net to the seller in cash, upon the terms and sub- ject to the conditions of the Offer. Subject to the terms and conditions of the Offer (or permit the taking of any action or step) which may result in Bidcoincluding, without limitation, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 of First Minimum Condition and the German Takeover Code. (d) Except Second Minimum Condition), Pur- chaser shall pay, as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.promptly as practicable after expiration

The Offer. (a) The Borrower shall not permit Bidco (without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.1 and (ii) none of the events set forth in Annex I hereto that would entitle the Buyer not to amendconsummate the Offer shall have occurred and be continuing, supplementas promptly as practicable, modify, waive the Buyer shall (or treat as satisfied shall cause a Subsidiary of the Buyer to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer for any condition and all of the Company Shares. In the event that the Buyer shall cause a Subsidiary of the Buyer to commence the Offer, each reference to the Convertible Buyer in this Article I and Annex I shall be deemed, where applicable, to refer to such Subsidiary. Each Company Share accepted by the Buyer pursuant to the Offer or shall be exchanged for the Private Sale or (ii) amend, supplement, modify or waive (A) any term right to receive the Offer Price from the Buyer. The obligation of the Offer Document after submission Buyer to BaFin, (B) accept for payment and to pay for any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse Company Shares tendered shall be subject only to the Lenders, provided that any amendment, supplement, modification, satisfaction or waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit of: (i) the consideration to condition that there shall be paid validly tendered in accordance with the terms of the Offer prior to the shareholders Expiration Time and not withdrawn a number of Target in connection Company Shares that, together with the Offer Company Shares then owned by the Buyer and to be paid under its Subsidiaries, represents at least ninety-five percent (95%) of the Purchase Agreement to exceed, on a price or value per share basis, Outstanding Company Shares (the Maximum Offer Consideration "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex I. The Buyer expressly reserves the right to increase the Offer Price, to waive any of the conditions to the Offer or to make any other changes in the terms and conditions of the Offer; PROVIDED, HOWEVER, that, unless previously approved by the Company in writing, no change may be made that: (1) decreases the Offer Price; (2) changes the form or combination of consideration per Convertible Bond to be paid to in the holders Offer; (3) reduces the number of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer Consideration. (b) Without prejudice to any of the above, without the Arrangers’ prior written consent (such consent not Company Shares to be unreasonably withheld, conditioned or delayed), purchased in the Borrower shall not and shall not permit Bidco or any other Affiliate Offer; (or any person acting collectively with Borrower, Bidco or any of their Affiliates within 4) amends the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 Annex I to broaden the scope of such conditions, add any additional conditions, or otherwise amend any other material term of the Purchase Agreement unless Offer in a manner materially adverse to the settlement Company Shareholders; (5) extends the Offer, except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of those agreements occurs no later than Outstanding Company Shares required to be validly tendered in accordance with the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 terms of the German Takeover Act pursuant to Section 4.2.1(iii) of Offer, PROVIDED that the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this Buyer shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d). (c) The Borrower shall not permit Bidco to take any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 of the German Takeover Code. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in extend the Offer Document) which contains for a period of not fewer than 10 Business Days after any information such amendment or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangerswaiver.

The Offer. (a) The Borrower Provided that this Agreement shall not permit Bidco have been terminated pursuant to Article VIII, subject to the following sentence, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, as promptly as practicable and in no event later than 30 days after the date FINRA declares the Rule 1017 Application(s) “substantially complete,” with prior notice to the Company, commence (without within the Arrangers’ prior written consent meaning of Rule 14d-2 under the Exchange Act) the Offer; provided, however, if as of such date, FINRA has indicated that it is considering imposing material restrictions or limitations on the Company Broker-Dealers pursuant to NASD Rule 1017 as a result of the transactions contemplated by this Agreement, then Acquisition Sub shall, and Parent shall cause Acquisition Sub to, commence the Offer within five days after the parties have resolved any potential material restrictions or limitations to the reasonable satisfaction of Parent. Each of Parent and Acquisition Sub shall use its reasonable best efforts to consummate the Offer, subject to the terms and conditions hereof and thereof. The Offer shall be subject to the satisfaction or waiver (such consent not to the extent permitted by this Agreement and under applicable Laws) of the conditions set forth in Annex B (the “Tender Offer Conditions”), and no other conditions. The initial expiration date of the Offer shall be unreasonably withheld12:00 midnight (Eastern Time) at the end of the day on the date that is 20 business days after the date on which the Offer was commenced (determined as provided in Rule 14d-1(g)(3) under the Exchange Act) (the initial “Expiration Time” and any expiration time and date established pursuant to an extension of the Offer in accordance with this Agreement, conditioned or delayedalso an Expiration Time)) . Acquisition Sub expressly reserves the right (i) to amend, supplement, modify, increase the Offer Price and (ii) to waive or treat as satisfied any condition to the Offer (to the extent permitted by this Agreement and under applicable Laws) or modify the terms of the Offer, except that, without the Convertible Offer or prior written consent of the Private Sale or (ii) amendCompany, supplement, modify or waive Acquisition Sub shall not (A) any term reduce the number of Shares subject to the Offer Document after submission to BaFinOffer, (B) any term of reduce the Convertible Offer Document after publication or Price, (C) add to the Tender Offer Conditions or amend or modify any term of the Purchase Agreement, or grant any consent under any of them, in each case Tender Offer Condition in any respect that, in the aggregate, is materially manner adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of Shares, (D) except as otherwise provided in this Section 1.1, extend the Convertible Bonds Expiration Time, or (E) change the form of consideration payable in connection the Offer, provided, that nothing in this clause (E) shall limit Acquisition Sub’s ability to provide additional cash consideration in addition to the Offer Price. Notwithstanding the foregoing, (x) Acquisition Sub may, without the consent of the Company, (i) extend the Expiration Time for one or more consecutive increments of not more than 20 business days each (the length of such period to be determined by Parent or Acquisition Sub), if at any otherwise scheduled Expiration Time any Tender Offer Condition has not been satisfied or waived (to the extent permitted by this Agreement and under applicable Laws), (ii) extend the Expiration Time for the minimum period required by any Law or Order, or any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or its staff or The NASDAQ Stock Market LLC (“NASDAQ”), in any such case which is applicable to the Offer, or (iii) make available a “subsequent offering period” in accordance with Rule 14d-11 under the Convertible Bond Exchange Act and (y) Acquisition Sub shall (and Parent shall cause Acquisition Sub to) extend the Expiration Time at the request of the Company for one or more consecutive increments of not more than 20 business days (the length of such periods to be determined by Parent giving reasonable consideration to the Company’s request) if at any otherwise scheduled Expiration Time any Tender Offer Condition has not been satisfied or waived (to exceedthe extent permitted by this Agreement and under applicable Laws); provided that in the case of any extension of the Expiration Time pursuant to either (x) or (y) above, on such extension shall in no event extend the Expiration Time to a price or value per bond basistime later than, the Maximum Convertible Offer Considerationearlier of (1) the termination of this Agreement in accordance with its terms or (2) the Termination Date. (b) Without prejudice On the terms and subject to any the conditions of the aboveOffer and this Agreement, without Acquisition Sub shall (and Parent shall cause Acquisition Sub to) accept for payment, and pay for, all Shares that are validly tendered and not withdrawn pursuant to the Arrangers’ prior written consent Offer as promptly as practicable after the Expiration Time (the time and date on which Acquisition Sub irrevocably accepts such consent not to be unreasonably withheld, conditioned or delayed)Shares for payment, the Borrower “Acceptance Time”). Parent shall not and shall not permit Bidco or any other Affiliate provide (or cause Acquisition Sub to provide) on a timely basis the funds necessary to purchase any person acting collectively with BorrowerShares that Acquisition Sub becomes obligated to purchase pursuant to the Offer. For purposes of this Agreement, Bidco or any of their Affiliates within the term “business day” has the meaning of Section 2(5provided in Rule 14d-1(g)(3) of under the German Takeover Exchange Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d). (c) The Borrower shall not permit Bidco to take any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 of the German Takeover Code. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.

The Offer. (a) The Borrower Provided that this Agreement shall not permit Bidco (without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)) (i) to amend, supplement, modify, waive or treat as satisfied any condition have been terminated in accordance with Section 10.1 and none of the Offerevents set forth in Exhibit A attached hereto and made a part hereof shall have occurred or be existing (unless such event shall have been waived by Parent), Parent shall cause Subsidiary to commence, and Subsidiary shall commence, the Convertible Offer or at the Private Sale or (ii) amend, supplement, modify or waive (A) any term Per Share Amount. The obligation of Subsidiary to accept for payment and pay for Shares tendered pursuant to the Offer Document after submission shall be subject only to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid condition (the "Minimum Condition") that at least the number of Shares that, when combined with the Shares already owned by Subsidiary and its direct or indirect subsidiaries, constitute at least sixty-six and 2/3rds percent (66.66%) of the then outstanding Shares on a fully diluted basis, including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights shall have been validly tendered and not withdrawn prior to the shareholders expiration of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond satisfaction or waiver of the other conditions set forth in Exhibit A hereto. Subsidiary expressly reserves the right to waive any such condition (other than the Minimum Condition), to increase the Per Share Amount payable in the Offer, and to make any other changes in the terms and conditions of the Offer (notwithstanding Section 10.3); provided, however, that no change may be made which (i) decreases the Per Share Amount payable in the Offer, (ii) reduces the maximum number of Shares to be paid purchased in the Offer, (iii) imposes conditions to the Offer in addition to those set forth in Exhibit A hereto, (iv) amends or changes the terms and conditions of the Offer in any manner materially adverse to the holders of Shares (other than Parent and its subsidiaries) or (v) changes or waives the Convertible Bonds in connection with Minimum Condition. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the Convertible Bond seller, without interest thereon, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer to exceed(including, on a price or value per bond basiswithout limitation, the Maximum Convertible Offer ConsiderationMinimum Condition), Subsidiary shall accept for payment and pay, as promptly as practicable after expiration of the Offer, for all Shares validly tendered and not withdrawn. (b) Without prejudice Upon the execution and delivery of this Agreement, the Parent and Subsidiary shall make a public announcement disclosing only the information pertaining to any the Offer permitted by Rule 135(a)(4) promulgated by the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the above"Securities Act"). Promptly after such public announcement, without Parent and Subsidiary shall file a Registration Statement on Form S-4 (the Arrangers’ prior written consent (such consent not "Registration Statement") with the SEC for purposes of registering the Parent Common Stock pursuant to the Securities Act. Parent and Subsidiary shall take all reasonable efforts to cause the Registration Statement to be unreasonably withheld, conditioned or delayed), declared effective by the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d)SEC as soon as possible after filing. (c) The Borrower As soon as reasonably practicable after the Registration Statement is declared effective by the SEC, Subsidiary shall not permit Bidco file with the SEC and disseminate to take any action or step (or permit holders of Shares to the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 of the German Takeover Code. (d) Except as extent required by law or regulationa Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the Borrower "Schedule 14D-1") with respect to the Offer. The Schedule 14D-1 shall notcontain or shall incorporate by reference an offer to purchase the Shares, which may be comprised of the prospectus contained in the Registration Statement, (the "Offer to Purchase") and forms of the related letter of transmittal and any related summary advertisement (the Schedule 14D-1, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Parent, Subsidiary and the Company agree to correct promptly any information provided by any of them for use in the Registration Statement or Offer Documents which shall have become false or misleading, and not permit BidCo nor Parent and Subsidiary further agree to take all steps necessary to cause the Registration Statement and Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement and Offer Documents and any amendments thereto prior to the filing thereof with the SEC. Parent and Subsidiary will provide the Company and its counsel with a copy of any written comments or telephonic notification of any oral comments Parent or Subsidiary may receive from the SEC or its other Subsidiaries staff with respect to make the Registration Statement or Offer Documents promptly after the receipt thereof and will provide the Company and its counsel with a copy of any statement written responses and telephonic notification of any oral response of Parent, Subsidiary or announcement their counsel. In the event that the Offer is terminated or withdrawn by Subsidiary, Parent and Subsidiary shall cause all tendered Shares to be returned promptly (other than and to full extent within their power, within five (5) business days) to the registered holders of the Shares represented by the certificate or certificates surrendered to the paying agent designated in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the ArrangersDocuments.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable but in no event later than five business days after the date hereof, Sub shall, and Parent shall cause Sub to, amend the Offer Documents (as so amended, the “Amended Offer Documents”) and file with the Securities and Exchange Commission (the “SEC”) the Amended Offer Documents; provided, however, that the obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer is subject to the conditions set forth in Annex 1 (any or all of which (other than the Minimum Tender Condition) may, subject to the provisions hereof, be waived by Parent or Sub, subject to applicable Law). The Borrower initial expiration date of the Offer (the “Expiration Date”) shall not permit Bidco be the 20th business day following the commencement of the Offer (without determined pursuant to Rules 14d-1 and 14d-2 promulgated by the Arrangers’ prior written consent (such consent not SEC). Sub expressly reserves the right to be unreasonably withheld, conditioned or delayed)) (i) to amend, supplement, modify, waive or treat as satisfied any condition modify the terms and conditions of the Offer, except that, without the Convertible Offer or prior written consent of the Private Sale or Company, Sub shall not (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) amendreduce the Offer Price, supplement, modify (iii) reduce or waive the Minimum Tender Condition (defined in Annex 1), (iv) add to the conditions set forth in Annex 1, (v) except as provided in the next sentence, extend the Offer, (vi) change the form of consideration payable in the Offer or (vii) amend any other condition of the Offer in any manner adverse to the Company’s stockholders. Sub may, without the consent of the Company, (A) extend the Offer in increments of not more than ten business days each, if at the scheduled Expiration Date any term of the Offer Document after submission conditions to BaFinSub’s obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived, (B) extend the Offer for any term period required by any rule, regulation, interpretation, position or request of the Convertible SEC or the staff thereof applicable to the Offer Document after publication or and (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms make available a subsequent offering period (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer Consideration. (b) Without prejudice to any of the above, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) Rule 14d-11 promulgated by the SEC). Without limiting the right of Sub to extend the German Takeover Act) to (i) enter into agreements which entitle them to demand Offer, in the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones event that any condition set forth in Section 4.2.1 Annex 1 is not satisfied or waived at the scheduled Expiration Date, at the request of the Purchase Agreement unless Company, Sub shall, and Parent shall cause Sub to, extend the settlement Expiration Date of those agreements occurs no later than the Closing Offer in increments of five business days each until the earliest to occur of (v) the date that is 15 days after the initial Expiration Date, (iiw) take any actions the satisfaction or measures which would result in an attribution waiver of voting rights pursuant to Section 30 of such condition, (x) the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure determination by Parent that such voting rights can be exercised by Bidco in condition to the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) Offer is not capable of the Purchase Agreement being satisfied on or (iii) take any action to declare a special dividend of Target at any time prior to the execution date specified in Section 9.01(b)(ii)(B), provided that such inability to satisfy such condition is not due to any failure of a Domination Parent or Sub to perform in any material respect any covenant or agreement of Parent or Sub contained herein, or the material breach by Parent or Sub of any representation or warranty contained herein, (y) the termination of this Agreement in accordance with its terms and (z) the date specified in Section 9.01(b)(ii)(B); provided, however, that would decrease Parent and Sub shall not be required to so extend the conversion price under Expiration Date if the failure to satisfy any bond convertible into shares condition set forth in Annex 1 was caused by or resulted from the Target failure of the Company to perform in any material respect any covenant or agreement of the Company contained herein, or the material breach by the Company of any representation or warranty contained herein. On the terms and subject to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d). (c) The Borrower shall not permit Bidco to take any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 conditions of the German Takeover Code. (d) Except as required by law or regulationOffer and this Agreement, the Borrower shall notSub shall, and not permit BidCo nor any Parent shall cause Sub to, accept for payment shares of its other Subsidiaries Company Common Stock tendered as soon as it is legally permitted to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangersdo so under applicable Law.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable after the date that this Agreement is executed by Parent, Sub and the Company, Parent and Sub shall amend the Offer to reflect this Agreement and amend the conditions to the Offer in accordance herewith. The Borrower expiration date of the Offer shall be the tenth day, other than a Saturday, Sunday or a day on which banks are authorized by law to close in New York, New York (each a "BUSINESS DAY"), from and after the date the Offer is amended to provide for the purchase of all of the outstanding shares of Company Common Stock in accordance with the terms of this Agreement. The Offer shall be made pursuant to a supplement to Sub's offer to purchase, dated August 8, 2002 and contained in the Schedule TO, and a related letter of transmittal (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTS") containing the terms and conditions set forth in this Agreement and in form reasonably satisfactory to the Company. The obligation of Sub to accept for payment, and pay for, any Company Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex A (the "OFFER CONDITIONS") (any of which may be waived in whole or in part by Parent and Sub in their reasonable discretion, except that Parent and Sub shall not permit Bidco (waive the Minimum Condition without the Arrangers’ prior written consent (such consent not of the Company) and to be unreasonably withheld, conditioned or delayed)) (i) the terms and conditions of this Agreement. Parent and Sub expressly reserve the right to amend, supplement, modify, waive or treat as satisfied any condition modify the terms of the Offer, except that, without the Convertible consent of the Company, Parent and Sub shall not (i) reduce the number of shares of Company Common Stock subject to the Offer; (ii) reduce the Offer Price; (iii) amend or add to the Private Sale Offer Conditions; (iv) except as provided in the next sentence, extend the Offer; (v) change the form of or reduce the consideration payable in the Offer; or (vi) amend any other term of the Offer in any manner adverse to the Company Stockholders. Notwithstanding the foregoing, Parent and Sub (i) shall extend the Offer for no longer than five Business Days at any one time, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived; (ii) may extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "COMMISSION") applicable to the Offer; (iii) may extend the Offer for any reason on one or more occasions for an aggregate period of not more than 10 Business Days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) amend, supplement, modify of this sentence; or waive (Aiv) any term may extend the Offer for one or more subsequent offering periods of up to an additional 20 Business Days in the aggregate pursuant to Rule 14d-11 of the Offer Document after submission to BaFinSecurities Exchange Act of 1934, as amended (B) any term of together with the Convertible Offer Document after publication or (C) any term of rules and regulations thereunder, the Purchase Agreement, or grant any consent under any of them, in each case in any respect "EXCHANGE ACT"); provided that, in the aggregatecase of clause (iv) above, is materially adverse Sub shall immediately accept for payment and promptly pay for all shares of Company Common Stock validly tendered, and not properly withdrawn, during the initial offering period in accordance with Rule 14d-11 of the Exchange Act. Subject to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any foregoing and applicable law and upon the terms and subject to the conditions of the Key Offer, Sub shall, and Parent shall cause it to, accept for payment, as promptly as permitted under applicable securities laws, and pay for, as promptly as practicable after the date on which Sub first accepts shares for payment pursuant to the Offer Terms (such date, regardless of whether Parent and Sub elect to provide for one or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction more subsequent offering periods pursuant to Rule 14d-11 of the Maximum Offer Consideration or Exchange Act, the Maximum Convertible Offer Consideration) shall"ACCEPTANCE DATE"), in each case be deemed to be materially adverse all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer ConsiderationOffer. (b) Without prejudice As promptly as practicable after this Agreement is executed by Parent, Sub and the Company, Parent and Sub shall file with the Commission an amendment to the Schedule TO. The Schedule TO shall reflect the terms of this Agreement, amend the conditions to the Offer in accordance herewith and contain the Offer Documents. Parent and Sub agree that the Offer Documents shall comply in all material respects with the Exchange Act and the Offer Documents, on the date first published, sent or given to the Company Stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the abovecircumstances under which they were made, without not misleading; provided that no covenant is made by Parent or Sub with respect to information supplied by the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco Company or any other Affiliate (Company Stockholders specifically for inclusion or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised incorporation by Bidco reference in the general meeting resolving upon Offer Documents. Each of Parent, Sub and the Domination Agreement; this shall apply mutatis mutandis Company agree promptly to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take correct any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares information provided by it for use in the Target Offer Documents if and to the extent that it would conflict such information shall have become false or misleading in any material respect, and Parent and Sub further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the Borrower’s obligation under Section 6.12(d)Commission and the other Offer Documents, as so corrected, to be disseminated to the Company Stockholders, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the Commission or dissemination to the Company Stockholders. Parent and Sub agree to provide the Company and its counsel with any comments Parent, Sub or their counsel may receive from the Commission with respect to the Offer Documents promptly after the receipt of such comments. (c) The Borrower Parent shall not permit Bidco provide or cause to take be provided to Sub on a timely basis the funds necessary to accept for payment, and pay for, any action or step (or permit the taking shares of any action or step) which may result in BidcoCompany Common Stock that Sub becomes obligated to accept for payment, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer and pay for, pursuant to Section 35 of the German Takeover CodeOffer. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.

The Offer. (a) The Borrower Provided that this Agreement shall not permit Bidco have been terminated in accordance with Section 8.1, Merger Sub shall, and Parent shall cause Merger Sub to, (i) as promptly as practicable following the execution of this Agreement, and in any event within five business days following June 7, 2007 (or such other later date as the parties may mutually agree in writing) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) the Offer to purchase all outstanding Shares at the Per Share Amount. The Per Share Amount shall be net to the seller in cash, subject to reduction only for any applicable federal backup withholding or stock transfer taxes payable by the seller. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and to pay for any Shares tendered pursuant to the Offer shall be subject to only those conditions set forth in Annex A (the “Tender Offer Conditions”). The Company agrees that no Shares held by the Company or any of its Subsidiaries (other than any Shares held on behalf of third parties) will be tendered pursuant to the Offer. (b) Parent, on behalf of Merger Sub, expressly reserves the right from time to time, subject to Sections 1A.1(c) and 1A.1(d), to waive any Tender Offer Condition or increase the Per Share Amount, provided that without the Arrangers’ prior written consent (such consent of the Company, Merger Sub shall not, and Parent shall cause Merger Sub not to be unreasonably withheld, conditioned or delayed)) (i) decrease the Per Share Amount or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to amendbe purchased in the Offer, supplement(iii) amend or waive satisfaction of the Minimum Condition (as defined in Annex A) except to decrease the Minimum Condition to a number of Shares that is not less than the number of such Shares (the “Adjusted Minimum Number”) that, modifywhen added to the number of Shares beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by Parent, waive any of its equity owners or treat as satisfied any condition of their respective Affiliates, and any Person that is party to a voting agreement with Parent or Purchaser obligating such Person to vote in favor of Merger (whether such voting agreement is entered into prior to, on or after the date hereof), represents at least 75% of the total number of Shares outstanding immediately prior to the expiration of the Offer, (iv) impose additional conditions to the Convertible Offer, (v) make any change in the Offer that would require an extension or delay of the Private Sale then-current Expiration Date (other than an increase in the Per Share Amount), (vi) modify or amend the Tender Offer Conditions (other than to waive such Tender Offer Conditions, other than the Minimum Condition) or (iivii) amend, supplement, modify or waive amend any other term of the Offer, in the case of clause (vii), in any manner (A) any term adverse to the holders of Shares or (B) which would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer Document after submission or prevent, materially delay or impair the ability of Parent and Merger Sub to BaFinconsummate the Offer, the Merger and the other transactions contemplated by this Agreement. (Bc) any term On the date of commencement of the Convertible Offer, Parent and Merger Sub shall file or cause to be filed with the Securities Exchange Commission (the “SEC”) a Tender Offer Document after publication or Statement on Schedule TO (Ctogether with all amendments and supplements thereto, the “Schedule TO”) any term of and with the Purchase AgreementIndiana Securities Commissioner such filings as may be required by the Indiana Takeover Offers Act, or grant any consent under any of themInd. Code 23-2-3.1-.05, et seq. (the “Indiana Takeover Offers Act”), in each case with respect to the Offer which shall contain the offer to purchase (the “Offer to Purchase”) and related letter of transmittal and summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the “Offer Documents”). Each of Parent, Merger Sub and the Company agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect thatand Merger Sub shall, and Parent further agrees to cause Merger Sub to, take all steps necessary to cause the Schedule TO, as so corrected or supplemented, to be filed with the SEC and the Indiana Securities Commissioner and the Offer Documents, as so corrected or supplemented, to be disseminated to holders of Shares, in the aggregate, is materially adverse each case as and to the Lenders, provided that extent required by applicable Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms Documents (other than an including each amendment or supplement thereto) before they are filed with the SEC. Merger Sub shall, and Parent agrees to cause Merger Sub to, provide the Company with (in writing, if written), and to consult with the Company regarding, any comments (written or oral) that may be received by Parent, Merger Sub or their counsel from the SEC or its staff with respect to the Offer Documents as promptly as practicable after receipt thereof. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses. (d) The Offer shall remain open until the date that is 20 business days (as defined in Rule 14d-1 under the Exchange Act, “business day”) following (and including the day of) the commencement of an administrative the Offer (such date, or technical nature such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”), Merger Sub shall not and Parent agrees that it shall cause Merger Sub to not terminate or withdraw the Offer other than in connection with a reduction the effective termination of this Agreement in accordance with Section 8.1 hereof. Notwithstanding the foregoing, Merger Sub may, without Parent receiving the consent of the Maximum Offer Consideration Company, (A) extend the Expiration Date for any period required by rules and regulations of the SEC or the Maximum Convertible NASDAQ applicable to the Offer Considerationor (B) elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 under the Exchange Act; provided that, in accordance with Rule 14d-11 under the Exchange Act, Merger Sub shall, in each case be deemed to be materially adverse to the Lendersand Parent shall cause Merger Sub to, immediately accept and promptly pay for all Shares tendered during any such subsequent offering period. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with So long as the Offer and this Agreement have not been terminated pursuant to be paid under the Purchase Section 8.1 hereof (and subject to each party’s rights to terminate this Agreement pursuant to exceedSection 8.1), on a price or value per share basisif at any scheduled Expiration Date, the Maximum Tender Offer Consideration Conditions shall not have been satisfied or earlier waived, Merger Sub shall, and (ii) Parent shall cause Merger Sub to extend the consideration per Convertible Bond Offer and the Expiration Date to a date that is not more than five business days after such previously scheduled Expiration Date; provided that Merger Sub shall not and Parent shall not be paid required to cause Merger Sub to extend the holders of Offer beyond the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer ConsiderationTermination Date. (be) Without prejudice Subject solely to any the satisfaction or waiver by Merger Sub in accordance with Section 1A.1(b) hereof of the aboveTender Offer Conditions, without Merger Sub shall, and Parent shall cause Merger Sub to, as soon as possible after the Arrangers’ prior written consent expiration of the Offer, accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer (such consent not the time and date of acceptance for payment, the “Acceptance Date”). Parent shall provide or cause to be unreasonably withheld, conditioned or delayed), provided to Merger Sub on a timely basis the Borrower shall not and shall not permit Bidco or funds necessary to purchase any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) Shares that Merger Sub becomes obligated to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights purchase pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d)Offer. (c) The Borrower shall not permit Bidco to take any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 of the German Takeover Code. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable, but in no event later than five business days after the date of the public announcement of this Agreement, the Subsidiary shall, and the Parent shall cause the Subsidiary to, commence the Offer. The Borrower obligation of the Subsidiary to, and of the Parent to cause the Subsidiary to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall not permit Bidco be subject to the conditions set forth in Exhibit 1.1 (any and all of which may, except as limited by the following sentence, be waived in whole or in part by the Subsidiary in its sole discretion), and to the terms and conditions of this Agreement. The Subsidiary expressly reserves the right to modify the terms and conditions of the Offer, except that, without the Arrangers’ prior written consent (such consent of the Company or as expressly permitted by this Agreement, the Subsidiary shall not to be unreasonably withheld, conditioned or delayed)) (i) reduce the number of shares of Company Common Stock subject to amendthe Offer, supplement(ii) reduce the Per Share Amount, modify(iii) modify or add to the conditions set forth in Exhibit 1.1, waive (iv) allow the Offer to expire prior to September 19, 1997; (v) except as provided in the following sentence, extend the term of the Offer, (vi) change the form of consideration payable in the Offer or treat (vii) make any other modifications that are otherwise materially adverse to holders of Company Common Stock. Notwithstanding the foregoing, the Subsidiary may, without the consent of the Company, (A) extend the term of the Offer on one or more occasions beyond any scheduled expiration date of the Offer if, at any such scheduled expiration date, any of the conditions to the Subsidiary's obligation to accept for payment, and pay for, shares of Company Common Stock tendered pursuant to the Offer shall not have been satisfied or waived (provided, however, that the Subsidiary may not extend the Offer under this subsection (A) for a total of more than 60 days from the commencement of the Offer), (B) extend the Offer for a period not to exceed 10 business days, notwithstanding that all conditions to the Offer are satisfied as satisfied of such expiration date of the Offer, if, immediately prior to that expiration date (as it may be extended), the Company Shares validly tendered and not withdrawn pursuant to the Offer equal more than 75% but less than 90% of the outstanding Company Shares, and (C) extend the Offer for any condition period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any other applicable law. (b) The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer and this Agreement, the Subsidiary shall, and the Parent shall cause the Subsidiary to, pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after the expiration of the Offer. The Parent shall provide or cause to be provided to the Subsidiary on a timely basis the funds necessary to pay for any shares of Company Common Stock that the Subsidiary becomes obligated to accept for payment, and pay for, pursuant to the Offer or this Agreement. (c) On the date of commencement of the Offer, the Convertible Parent and the Subsidiary shall file with the SEC a Tender Offer or Statement on Schedule 14D-1 with respect to the Private Sale or Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (ii) amend, supplement, modify or waive (A) any term of such Schedule 14D-1 and the documents included therein pursuant to which the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer Consideration. (b) Without prejudice to any of the above, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d). (c) The Borrower shall not permit Bidco to take any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 of the German Takeover Code. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.will be

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable, but in no event later than five business days after the date of the public announcement of this Agreement, the Subsidiary shall, and the Parent shall cause the Subsidiary to, commence the Offer. The Borrower obligation of the Subsidiary to, and of the Parent to cause the Subsidiary to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall not permit Bidco be subject to the conditions set forth in Exhibit 1.1 (any and all of which may, except as limited by the following sentence, be waived in whole or in part by the Subsidiary in its sole discretion), and to the terms and conditions of this Agreement. The Subsidiary expressly reserves the right to modify the terms and conditions of the Offer, except that, without the Arrangers’ prior written consent (such consent of the Company or as expressly permitted by this Agreement, the Subsidiary shall not to be unreasonably withheld, conditioned or delayed)) (i) reduce the number of shares of Company Common Stock subject to amendthe Offer, supplement(ii) reduce the Per Share Amount, modify(iii) modify or add to the conditions set forth in Exhibit 1.1, waive (iv) allow the Offer to expire prior to September 19, 1997; (v) except as provided in the following sentence, extend the term of the Offer, (vi) change the form of consideration payable in the Offer or treat (vii) make any other modifications that are otherwise materially adverse to holders of Company Common Stock. Notwithstanding the foregoing, the Subsidiary may, without the consent of the Company, (A) extend the term of the Offer on one or more occasions beyond any scheduled expiration date of the Offer if, at any such scheduled expiration date, any of the conditions to the Subsidiary's obligation to accept for payment, and pay for, shares of Company Common Stock tendered pursuant to the Offer shall not have been satisfied or waived (provided, however, that the Subsidiary may not extend the Offer under this subsection (A) for a total of more than 60 days from the commencement of the Offer), (B) extend the Offer for a period not to exceed 10 business days, notwithstanding that all conditions to the Offer are satisfied as satisfied of such expiration date of the Offer, if, immediately prior to that expiration date (as it may be extended), the Company Shares validly tendered and not withdrawn pursuant to the Offer equal more than 75% but less than 90% of the outstanding Company Shares, and (C) extend the Offer for any condition period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any other applicable law. (b) The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer and this Agreement, the Subsidiary shall, and the Parent shall cause the Subsidiary to, pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after the expiration of the Offer. The Parent shall provide or cause to be provided to the Subsidiary on a timely basis the funds necessary to pay for any shares of Company Common Stock that the Subsidiary becomes obligated to accept for payment, and pay for, pursuant to the Offer or this Agreement. (c) On the date of commencement of the Offer, the Convertible Parent and the Subsidiary shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). The Parent and the Subsidiary agree that the Offer Documents shall comply as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder and, on the date filed with the SEC and when first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Parent or the Private Sale Subsidiary with respect to information supplied by the Company for inclusion in the Offer Documents or (ii) amendincorporated therein by reference to any statement, supplement, modify report or waive (A) any term other document filed by or on behalf of the Offer Document after submission to BaFin, (B) any term Company with the SEC. Each of the Convertible Parent, the Subsidiary and the Company agrees to correct promptly any information provided by it for use in the Offer Document after publication Documents if and to the extent that such information shall have become false or (C) misleading in any term material respect, and each of the Purchase Agreement, Parent and the Subsidiary further agrees to take all steps necessary to amend or grant any consent under any of themsupplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer Consideration. (b) Without prejudice to any of the above, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict required by applicable federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents and all amendments and supplements thereto prior to their filing with the Borrower’s obligation under Section 6.12(d). (c) SEC or dissemination to stockholders of the Company. The Borrower shall not permit Bidco Parent and the Subsidiary agree to take provide the Company and its counsel any action or step (or permit comments the taking of any action or step) which may result in BidcoParent, the Borrower Subsidiary or any their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall provide the Company and its Subsidiaries being or becoming obliged counsel an opportunity to make a mandatory offer pursuant to Section 35 participate in the response of the German Takeover CodeParent and/or the Subsidiary to such comments. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Arrangers.

The Offer. (a) Subject to the conditions of this Agreement, as promptly as practicable (but in no event later than five business days) after the date of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), the Offer to purchase all of the outstanding shares of Company Common Stock; provided, that the Company agrees that no shares of Company Common Stock owned by the Company or any Company Subsidiary will be tendered pursuant to the Offer. The Borrower obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Exhibit A (as they may be amended in accordance with this Agreement, the "Offer Conditions"). (i) The initial expiration date of the Offer shall not permit Bidco be midnight, New York City time, on the 45th calendar day following the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub expressly reserves the right, at any time, to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the Arrangers’ prior written consent (such consent of the Company, Merger Sub shall not to be unreasonably withheld, conditioned or delayed)) (i) reduce the number of shares of Company Common Stock subject to amendthe Offer, supplement(ii) reduce the Offer Price or change the form of consideration payable in the Offer, modify(iii) change, modify or waive the Minimum Tender Condition (as defined in Exhibit A), (iv) add to the Offer Conditions, or treat (v) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. (ii) Notwithstanding anything in this Agreement to the contrary, and without limiting Parent's or Merger Sub's obligations under this Section 1.1(a)(ii), Merger Sub (A) may, in its sole discretion, without consent of the Company, extend the Offer on one or more occasions for any period, if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not be satisfied or, in Merger Sub's sole discretion, waived, until such time as such condition or conditions are satisfied or waived and (B) shall extend the Offer for any condition period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the "SEC"), the staff thereof or the Nasdaq Stock Market (the "Nasdaq") applicable to the Offer, and until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act") and any other applicable foreign antitrust, competition or similar Law shall have expired or been terminated; provided, however, that in no event shall Merger Sub be required to extend the Offer (1) beyond the Outside Date (as defined in Section 8.1(b)(i)) or (2) at any time that Parent or Merger Sub is permitted to terminate this Agreement pursuant to ARTICLE VIII. (iii) Parent and Merger Sub agree that if on any scheduled expiration date of the Offer, the Convertible Minimum Tender Condition is not satisfied but all of the other Offer or Conditions set forth in Exhibit A are satisfied or, in Merger Sub's sole discretion, waived, then Merger Sub shall, and Parent shall cause Merger Sub to, extend the Private Sale or (ii) amendOffer for a ten calendar day period; provided, supplementhowever, modify or waive (A) any term that this provision shall not require Merger Sub to extend the expiration of the Offer Document more than one time, and in no event shall Merger Sub be required to extend the Offer (1) beyond the Outside Date or (2) at any time that Parent or Merger Sub is permitted to terminate this Agreement pursuant to ARTICLE VIII. (iv) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 1.1(d)) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after submission to BaFin, (B) any term the expiration date of the Convertible Offer Document after publication or (C) any term as it may be extended and re-extended in accordance with this Section 1.1(a)). Acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Purchase AgreementOffer upon the expiration of the Offer is referred to in this Agreement as the "Offer Closing", or grant any consent under any of themand the date on which the Offer Closing occurs is referred to in this Agreement as the "Offer Closing Date". Merger Sub expressly reserves the right to, in each case its sole discretion, following the Offer Closing, extend the Offer for a "subsequent offering period" in any respect thataccordance with Rule 14d-11 under the Exchange Act, and the Offer Documents (as defined below) may, in the aggregateMerger Sub's sole discretion, is materially adverse to the Lenders, provided that provide for such a reservation of right. Nothing contained in this Section 1.1(a) shall affect any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than termination rights in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer ConsiderationARTICLE VIII. (b) Without prejudice On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the "Schedule TO"), which shall contain an offer to purchase and a related letter of transmittal and summary advertisement and other appropriate ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"), and cause the Offer Documents to be disseminated to the stockholders of the Company as and to the extent required by Federal securities laws. Each of Parent, Merger Sub and the Company shall promptly correct any information supplied by it for inclusion or incorporation by reference in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the stockholders of the Company, in each case as soon as reasonably practicable and as and to the extent required by applicable Federal securities laws. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence and summaries of all material oral communications between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the stockholders of the Company, or responding to any comments of the aboveSEC with respect to the Offer Documents, without Parent and Merger Sub shall provide the Arrangers’ prior written consent (Company and its counsel a reasonable opportunity to review and comment on such consent not Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to be unreasonably withheldany such comments. In the event that Parent or Merger Sub receives any comments from the SEC or its staff with respect to the Offer Documents, conditioned or delayed), the Borrower each shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) use its reasonable best efforts to (i) enter into agreements which entitle them respond promptly to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, comments and (ii) take any all other actions or measures which would result in an attribution of voting rights pursuant necessary to Section 30 of resolve the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d)issues raised therein. (c) The Borrower Parent shall not permit Bidco provide or cause to take be provided to Merger Sub on a timely basis the consideration necessary to pay for any action or step (or permit the taking shares of any action or step) which may result in BidcoCompany Common Stock that Merger Sub becomes obligated to accept for payment, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer and pay for, pursuant to Section 35 the Offer and shall cause Merger Sub to fulfill all of the German Takeover CodeMerger Sub's obligations under this Agreement. (d) Except Parent, Merger Sub or the paying agent for the Offer (the "Paying Agent") shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer to any holder of shares of Company Common Stock such amounts as Parent, Merger Sub or the Paying Agent is required by law or regulationto deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, the Borrower shall notas amended, and not permit BidCo nor applicable Treasury Regulations issued pursuant thereto (the "Code"), or any provision of its other Subsidiaries to make any statement state, local or announcement (other than in foreign Tax law. To the Offer Document) which contains any information or statement concerning the Loan Documents extent that amounts are so withheld and paid over by Parent, Merger Sub or the ArrangersPaying Agent to the appropriate taxing authority, Agents or Lenders without such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the prior consent holder of the Arrangersshares of Company Common Stock in respect of which such deduction and withholding was made by Parent, Merger Sub or the Paying Agent.

The Offer. (a) The Borrower Provided that this Agreement shall not permit Bidco have been terminated in accordance with Article IX and none of the events set forth in paragraphs (i), (ii), (iii), (iv) and (v) of Annex A hereto shall have occurred, Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as practicable following the date hereof and in any event within thirteen (13) Business Days after the date hereof. The obligation of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment shares of Company Common Stock validly tendered pursuant to the Offer and to pay the Offer Price for each such tendered and not subsequently withdrawn share shall be subject only to the satisfaction or waiver by Parent or Merger Sub of the conditions set forth in Annex A (such conditions, as they may be amended in accordance with this Agreement, the “Tender Offer Conditions”). Parent on behalf of Merger Sub expressly reserves the right from time to time, subject to Section 2.1(b), to waive in whole or in part any such condition, to increase the Offer Price payable in the Offer, and to make any other changes to the terms and conditions of the Offer; provided, however, that without the Arrangers’ prior written consent (such consent of the Company, Merger Sub shall not to be unreasonably withheld, conditioned or delayed)) (i) amend or waive satisfaction of the Minimum Condition (as defined in Annex A), (ii) change the form of consideration to amend, supplement, modify, waive or treat as satisfied any condition of be paid pursuant to the Offer, (iii) decrease the Convertible Offer Price payable in the Offer, (iv) decrease the number of shares of Company Common Stock sought to be purchased in the Offer, (v) impose conditions to the Offer that are in addition to those set forth in Annex A hereto, (vi) make any change in the Offer that would require an extension or delay of the Private Sale then current Expiration Date; provided, however, that this clause (vi) shall not limit the ability of Parent or Merger Sub to extend the Expiration Date as required by Section 2.1(b); (vii) amend or modify the Tender Offer Conditions (other than to waive such Tender Offer Conditions, except for the Minimum Condition), or (iiviii) amend, supplement, amend or modify or waive (A) any other term of the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is manner materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment holders of shares of Company Common Stock in their capacities as satisfied holders of any shares of Company Common Stock. (b) The initial expiration date of the Key Offer Terms shall be the twentieth (20th) Business Day after the date that the Offer is commenced (determined pursuant to Rule 14d-1(g)(3) and Rule 14d-2 under the Exchange Act) (such date, or Key Convertible such subsequent date to which the expiration of the Offer Terms (other than an amendment is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Merger Sub shall not terminate or supplement of an administrative or technical nature and withdraw the Offer other than in connection with a reduction the effective termination of this Agreement in accordance with Article IX hereof. Notwithstanding the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) foregoing, unless this Agreement is terminated in accordance with Article IX hereof, Merger Sub shall, in each case be deemed to be materially adverse to the Lenders. The Borrower and Parent shall notcause Merger Sub to, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) extend the consideration Expiration Date if, on any then scheduled Expiration Date, any of the Tender Offer Conditions is not satisfied or waived by Merger Sub, for such periods of up to five (5) Business Days at a time (or such other longer period as shall be consented to in writing by the Company) as Merger Sub may deem reasonably necessary, but, except as required by any applicable Law, rule, regulation, interpretation or position of the NASDAQ, the SEC or the staff of the SEC (the “SEC Staff”) applicable to the Offer (including in connection with an increase in the Offer Price), in no event may the Expiration Date be extended pursuant to this clause (i) to a date later than the Termination Date and (ii) extend the Expiration Date for any period required by any applicable Law, rule, regulation, interpretation or position of the NASDAQ, the SEC or the SEC Staff applicable to the Offer, including in connection with an increase in the Offer Price. Except as expressly provided in this Section 2.1(b), Merger Sub shall not extend the Offer if all of the Tender Offer Conditions are satisfied or waived and it is permitted under applicable Law to accept for payment and pay for validly tendered shares of Company Common Stock that are not validly withdrawn. Nothing in this Section 2.1(b) shall affect any termination rights contained in Article IX hereof. (c) Subject to the terms and conditions set forth in this Agreement and to the satisfaction or waiver of the Tender Offer Conditions, Merger Sub shall, and Parent shall cause it to, (i) promptly after the Expiration Date, accept for payment and pay for (after giving effect to any required withholding Tax pursuant to Section 2.1(e)) all shares of Company Common Stock that have been validly tendered and not properly withdrawn pursuant to the Offer (the date of acceptance for payment, the “Acceptance Date”), which acceptance shall be by written notice to the Paying Agent, (ii) promptly after the Acceptance Date, but no later than the close of business, New York City time, on the third Business Day thereafter, deposit or cause to be paid deposited with the Paying Agent, cash in U.S. dollars sufficient to pay the shareholders aggregate Offer Price for such accepted shares of Target Company Common Stock, and (iii) as soon as practicable following such deposit, cause the Paying Agent to pay for all shares of Company Common Stock so accepted for payment. In the event that the Acceptance Date occurs, but the number of shares of Company Common Stock that have been validly tendered and not properly withdrawn in the Offer, together with any shares of Company Common Stock then owned by Parent, assuming exercise of the Top-Up Option in full, is less than ninety percent (90%) of the outstanding shares of Company Common Stock on a fully diluted basis, Merger Sub may, in its sole discretion, commence a “subsequent offering period” (in accordance with Rule 14d-11 promulgated under the Exchange Act) for a number of days to be determined by Parent but not less than three (3) nor more than twenty (20) Business Days to acquire additional outstanding shares of Company Common Stock. If Merger Sub shall commence a subsequent offering period in connection with the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment and pay for (after giving effect to any required withholding Tax) all additional shares of Company Common Stock validly tendered during such subsequent offering period. Parent shall provide or cause to be provided to Merger Sub on a timely basis the consideration necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment pursuant to the Offer and shall cause Merger Sub to fulfill all of Merger Sub’s obligations under this Agreement. Acceptance for payment of shares of Company Common Stock pursuant to and subject to the Tender Offer Conditions is referred to in this Agreement as the “Offer Closing.” (d) On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, including the exhibits thereto, the “Schedule TO”) with respect to the Offer, which shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and forms of notice of guaranteed delivery and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”), and cause the Offer Documents to be paid disseminated to holders of shares of Company Common Stock as and to the extent required by applicable Law. The Offer Documents shall comply in all material respects with the requirements under the Purchase Agreement to exceedapplicable Law. Each of Parent and Merger Sub, on a price or value per share basisthe one hand, and the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceedCompany, on a price or value per bond basisthe other hand, the Maximum Convertible Offer Consideration. (b) Without prejudice agrees to correct promptly any of the above, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised information provided by Bidco it for use in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target Offer Documents if and to the extent that it would conflict shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the Borrower’s obligation under SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company that is required or reasonably requested by Parent or Merger Sub in connection with the obligations relating to the Offer Documents contained in this Section 6.12(d2.1(d). Parent and Merger Sub shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents (or amendments or supplements thereto) being filed with the SEC or disseminated to holders of shares of Company Common Stock. Parent and Merger Sub shall provide the Company and its counsel with any comments or communications, whether written or oral, that Parent, Merger Sub or their counsel may receive from the SEC or the SEC Staff with respect to the Offer Documents promptly after the receipt of such comments or communications and shall provide the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Merger Sub to such comments or communications. Parent and Merger Sub shall give reasonable and good faith consideration to suggestions of the Company or its counsel in response to such comments or communications. In the event that Parent or Merger Sub receives any comments from the SEC or the SEC Staff with respect to the Offer Documents, each shall use commercially reasonable efforts to respond promptly to such comments and take all other actions necessary to resolve the issues raised therein. (ce) The Borrower Parent, Merger Sub or the Paying Agent shall not permit Bidco be entitled to take deduct and withhold from the consideration otherwise payable pursuant to the Offer to any action holder of shares of Company Common Stock such amounts as Parent, Merger Sub or step (or permit the taking Paying Agent is required to deduct and withhold with respect to the making of any action or step) which may result in Bidcosuch payment under the Code, the Borrower or any provision of its Subsidiaries being state, local or becoming obliged foreign Tax law. To the extent that amounts are so withheld and paid over by Parent, Merger Sub or the Paying Agent to make a mandatory offer pursuant the appropriate Taxing Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Section 35 the holder of the German Takeover Code. (d) Except as required shares of Company Common Stock in respect of which such deduction and withholding was made by law or regulationParent, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents Merger Sub or the Arrangers, Agents or Lenders without the prior consent of the ArrangersPaying Agent.

The Offer. (a) The Borrower Provided that this Agreement shall not permit Bidco have been terminated in accordance with Article VIII, and subject to the terms and conditions of this Agreement, as promptly as practicable, but in no event later than the tenth (without 10th) Business Day after the Arrangers’ prior written consent Agreement Date (such consent not subject to the Company having timely provided any information required to be unreasonably withheldprovided by it pursuant to Section 1.2 and Section 1.3(e)), conditioned or delayed)Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 promulgated by the SEC under the Exchange Act) (i) the Offer to amend, supplement, modify, waive or treat as satisfied any condition purchase all of the Offer, the Convertible Offer or the Private Sale or (ii) amend, supplement, modify or waive (A) any term outstanding shares of the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms Company Stock (other than an amendment or supplement shares of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed Company Common Stock to be materially adverse cancelled pursuant to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayedSection 2.7(b)), permit (i) the consideration to be paid at a price per share of Company Stock equal to the shareholders applicable Offer Price, subject to any required withholding of Target Taxes, net to the seller in connection with the Offer and to be paid under the Purchase Agreement to exceedcash without interest, on a price or value per share basis, the Maximum Offer Consideration terms and (ii) the consideration per Convertible Bond to be paid subject to the holders of the Convertible Bonds conditions set forth in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer Considerationthis Agreement. (b) Without prejudice The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Company Stock validly tendered pursuant to the Offer are subject only to the satisfaction or waiver (to the extent permitted under this Agreement) of the aboveconditions set forth in Annex I (as they may be amended in accordance with this Agreement, collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Tender Condition, and the other Offer Conditions. Parent and Merger Sub expressly reserve the right to (but are not required to) increase the Offer Price, waive any Offer Condition (other than the Minimum Tender Condition, which is non-waivable) or modify the terms of the Offer in their sole discretion; except that, notwithstanding anything to the contrary contained in this Agreement, without the Arrangers’ prior written consent (such consent not to be unreasonably withheldof the Company, conditioned or delayed), the Borrower Merger Sub shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand reduce the transfer number of title to shares of Company Stock subject to the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing DateOffer, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of reduce the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or Offer Price, (iii) take any action to declare a special dividend of Target at any time prior add to the execution Offer Conditions or change, modify or waive any Offer Condition in a manner adverse to any holder of a Domination Agreement that would decrease Company Stock in its capacity as such, (iv) extend or otherwise change the conversion price under any bond convertible into shares Expiration Time (except as required or permitted by the provisions of Section 1.1(c)), or (v) change the form of consideration payable in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d)Offer. (c) The Borrower initial expiration time of the Offer (the “Initial Expiration Time”) shall be one minute after 11:59 p.m. Eastern Time on the twentieth (20th) Business Day following the commencement of the Offer (determined using Rule 14d-1(g)(3) and 14d-2 under the Exchange Act), unless the Initial Expiration Time has been extended pursuant to, and in accordance with, the provisions of this Section 1.1(c) or as required by applicable Law or the interpretations of the SEC (the Initial Expiration Time or such later time and date on which the Initial Expiration Time has been extended pursuant to, and in accordance with this Agreement, the “Expiration Time”). Subject to the parties’ rights to terminate this Agreement pursuant to Article VIII and Merger Sub’s right to waive any Offer Condition (other than the Minimum Tender Condition), Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer from time to time (i) as required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, and (ii) if, as of the then-scheduled Expiration Time, any Offer Condition shall not permit Bidco have been satisfied or waived, at the request of the Company, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions in consecutive increments of up to take any action or step five (5) Business Days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) each (or permit such longer period as the taking parties hereto may agree) until such time as each such condition shall have been satisfied or waived; provided, however, that (1) in no event shall Merger Sub be required to extend the Offer beyond the Outside Date or the valid termination of this Agreement in accordance with Article VIII, (2) if, at any action otherwise scheduled Expiration Time, all of the Offer Conditions except for the Minimum Tender Condition shall have been satisfied or stepwaived, Merger Sub shall in such situation be required to extend the Offer in consecutive increments of up to five (5) which Business Days each but in no event more than twenty (20) Business Days in the aggregate (or such other period as the parties hereto may result agree), (3) Merger Sub may extend the Offer for up to twenty (20) Business Days in Bidcoorder to determine whether the Offer Condition set forth in clause (c) of Annex I has been satisfied, and (4) if the Borrower Expiration Time is concurrent with or any after a Notice Period, then Merger Sub shall extend the Offer if requested by the Company Board, or may extend the Offer at its election, in accordance with Section 5.2(f) for the number of its Subsidiaries being or becoming obliged Business Days provided therein. The Offer shall not be extended by Merger Sub except as specifically provided in this Section 1.1(c). The Offer may not be terminated prior to make a mandatory offer the Expiration Time (as such Expiration Time may be extended and re-extended in accordance with this Section 1.1(c)) unless this Agreement is validly terminated in accordance with Article VIII. In the event that this Agreement is terminated pursuant to Section 35 of Article VIII prior to any scheduled expiration thereof, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within one (1) Business Day after such termination), irrevocably and unconditionally terminate the German Takeover CodeOffer. (d) Except as required by law or regulationOn the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall (and Parent shall cause Merger Sub to) promptly after the Expiration Time, accept for payment (the time of such acceptance, the Borrower shall not“Acceptance Time”), and after the Acceptance Time pay for, all shares of Company Stock validly tendered and not permit BidCo nor validly withdrawn pursuant to the Offer. Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any shares of its other Subsidiaries Company Stock that Merger Sub becomes obligated to make any statement or announcement (other than in purchase pursuant to the Offer Document) which contains any information or statement concerning the Loan Documents or the ArrangersTransactions. The Offer Price shall, Agents or Lenders subject to any required withholding of Taxes, be net to the seller in cash without interest, upon the prior consent terms and subject to the conditions of the ArrangersOffer. (e) If the Offer is terminated by Merger Sub, or this Agreement is terminated in accordance with Article VIII, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Company Stock to the registered holders thereof in accordance with the terms of the Offer and applicable Law.

The Offer. (a) The Borrower Provided that this Agreement shall not permit Bidco have been terminated in accordance with Article VII and none of the events or conditions set forth in Annex A (without other than clause (e) of Annex A) shall have occurred and be existing and shall not have been waived by Parent or Merger Sub (the Arrangers’ conditions set forth in Annex A, the “Tender Offer Conditions”), Merger Sub shall commence (within the meaning of Rule 14d-2 under the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)), as promptly as reasonably practicable after the date of this Agreement and in any event within 8 Business Days after the date of this Agreement, the Offer. Without the prior written consent (such consent of the Company, Merger Sub shall not decrease the Offer Price or change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought to be unreasonably withheldpurchased in the Offer, conditioned impose conditions to the Offer in addition to the Tender Offer Conditions, change or delayedwaive the Minimum Condition or, except as provided in Section 1.01(c)) (i) , extend the expiration of the Offer beyond the initial Expiration Date, or amend any other term of the Offer in a manner adverse to amend, supplement, modify, the Company Stockholders; provided that Merger Sub expressly reserves the right to increase the Offer Price and to waive or treat as satisfied any condition of the Offer, except the Convertible Offer Minimum Condition. The Company agrees that no shares of Company Common Stock held by the Company or the Private Sale or (ii) amend, supplement, modify or waive (A) any term of the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, its Subsidiaries will be tendered in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer ConsiderationOffer. (b) Without prejudice Merger Sub shall file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO with respect to the Offer on the date that the Offer is commenced, which Tender Offer Statement shall include an offer to purchase, form of transmittal letter and form of notice of guaranteed delivery (together with any supplements or amendments thereto, collectively, the “Offer Documents”) and, subject to the Company’s compliance with Section 1.02(c), cause the Offer Documents to be disseminated to the Company Stockholders in accordance with the applicable requirements of the aboveU.S. federal securities laws. The Company, without the Arrangers’ prior written consent (such consent not Parent and Merger Sub each agree promptly to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or correct any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised information provided by Bidco it for use in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target Offer Documents if and to the extent that it would conflict shall have become false or misleading in any material respect, and Parent further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the Borrower’s obligation under SEC and disseminated to the Company Stockholders to the extent required by applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning Company that is required or reasonably requested by Parent or Merger Sub in connection with the obligations relating to the Offer Documents contained in this Section 6.12(d)1.01(b) . The Company and its counsel shall be given the opportunity to review and comment on the Offer Documents sufficiently in advance of filing with the SEC or dissemination to the Company Stockholders. (c) The Borrower Subject to the terms and conditions thereof, the Offer shall remain open until midnight, New York City time, at the end of the 20th Business Day after the date that the Offer is commenced (the “Expiration Date”), unless Merger Sub shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the two succeeding sentences or as may be required by applicable Law, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended may expire; provided, however, that Merger Sub may, without the consent of Company, (i) extend the Offer for one or more periods of not more than five Business Days if, at the scheduled Expiration Date, any of the conditions of the Offer shall not permit Bidco to take have been satisfied or waived; (ii) extend the Offer for any action period required by any rule, regulation, interpretation or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 position of the German Takeover CodeSEC or the staff of the SEC (the “SEC Staff”) thereof applicable to the Offer; or (iii) if all of the Tender Offer Conditions are satisfied but the number of shares of Company Common Stock that have been validly tendered and not withdrawn in the Offer, together with any shares of Company Common Stock then owned by Parent, is less than 90% of the outstanding shares of Company Common Stock, commence a subsequent offering period (as provided in Rule 14d-11 under the Exchange Act) for three to 20 Business Days to acquire outstanding shares of Company Common Stock. (d) Except as required by law Subject to the terms and conditions set forth in this Agreement and to satisfaction or regulationwaiver of the Tender Offer Conditions, the Borrower shall notMerger Sub shall, and Parent shall cause it to, as soon as practicable after the Expiration Date, accept for payment and pay for (after giving effect to any required withholding Tax) all shares of Company Common Stock that have been validly tendered and not permit BidCo nor withdrawn pursuant to the Offer. If Merger Sub shall commence a subsequent offering period in connection with the Offer, Merger Sub shall accept for payment and pay for (after giving effect to any required withholding Tax) all additional shares of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the ArrangersCompany Common Stock validly tendered during such subsequent offering period.

The Offer. (a) The Borrower Unless this Agreement shall not permit Bidco have been terminated in accordance with Section 10.01, as promptly as practicable after the date of this Agreement, but in no event later than five (without 5) business days (unless otherwise agreed to by Super ROI and the Arrangers’ prior written consent Company and approved by the Special Committee) following the date of this Agreement (such consent not subject to the Company having timely provided any information required to be unreasonably withheldprovided by it pursuant to Section 2.01(f)), conditioned or delayedParent shall (and Super ROI shall cause Parent to) commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer. The obligation of Parent to, and of Super ROI to cause Parent to, accept for payment Class A Ordinary Shares and ADSs tendered pursuant to the Offer will be subject to the satisfaction of each of the conditions set forth in Annex A (the “Offer Conditions”)) . Super ROI and Parent expressly reserve the right to (i) waive, in whole or in part, any Offer Condition at any time and from time to amendtime, supplementin their sole discretion, modify, waive or treat as satisfied (ii) increase the Offer Price payable in the Offer and (iii) make any condition other changes in the terms and conditions of the Offer, the Convertible Offer or the Private Sale or (ii) amend, supplement, modify or waive (A) any term of the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of themsubject, in each case in any respect thatcase, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied provisions of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayedSection 2.01(b)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds in connection with the Convertible Bond Offer to exceed, on a price or value per bond basis, the Maximum Convertible Offer Consideration. (b) Without prejudice to any of the aboveParent shall not, and Super ROI shall not permit Parent to, without the Arrangers’ prior written consent of the Company (such which consent not shall have been approved by the Special Committee), (1) decrease the Offer Price or change the form of consideration payable in the Offer, (2) reduce the number of Class A Ordinary Shares and ADSs to be unreasonably withheldpurchased in the Offer, conditioned or delayed), (3) impose conditions to the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) Offer in addition to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones those set forth in Section 4.2.1 Annex A, (4) waive or change the Minimum Condition or the Financing Condition, or (5) amend any other term of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result Offer in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior manner adverse to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the BorrowerCompany’s obligation under Section 6.12(d)Unaffiliated Security Holders. (c) The Borrower Unless extended as provided in this Agreement or as may otherwise be agreed to by Super ROI and the Company (which agreement shall have been approved by the Special Committee), the Offer shall expire one minute after 11:59 p.m., New York City time, on the date that is 20 business days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) after the commencement of the Offer. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, unless this Agreement shall have been terminated in accordance with Section 10.01: (i) in no event shall Parent be permitted without the Company’s prior written consent (which consent shall have been approved by the Special Committee) or required to extend the Offer beyond the Outside Date; and (ii) subject to the foregoing clause (i): (A) if, immediately prior to the then-effective expiration time of the Offer, any of the Offer Conditions (other than any Offer Condition that, by its nature, is to be satisfied only immediately prior to the Acceptance Time) has not permit Bidco been satisfied or, to take any action the extent permitted by this Agreement and applicable Law, waived by Parent (to the extent waivable by Parent), then, Parent may or, at the written request of the Company (which request shall have been approved by the Special Committee), Parent shall (and Super ROI shall cause Parent to), extend the Offer for one or step more periods, in consecutive increments of not more than 10 business days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) each (or such other duration as may be agreed to by Super ROI and the Company (which agreement shall have been approved by the Special Committee)), to permit such Offer Condition to be satisfied; provided that in no event shall Parent be permitted without the taking of any action Company’s prior written consent (which consent shall have been approved by the Special Committee) or step) which may result in Bidco, required to extend the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer Offer pursuant to Section 35 this clause (A) beyond one minute after 11:59 p.m., New York City time, on the date that is 20 business days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) after the date that all of the German Takeover CodeOffer Conditions (other than any Offer Condition that, by its nature, is to be satisfied only immediately prior to the Acceptance Time) have been satisfied; (B) Parent shall (and Super ROI shall cause Parent to) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff or by any rule, regulation or position of NYSE or by any applicable U.S. federal securities law. The time when the Offer expires (taking into account any permitted or required extensions in accordance with this Section 2.01(c)) is referenced herein as the “Expiration Time”. (d) Except Parent shall not (and Super ROI shall cause Parent not to) terminate or withdraw the Offer prior to the Expiration Time unless this Agreement has been terminated in accordance with Section 10.01. Nothing in this Section 2.01 shall impair, limit or otherwise restrict the respective rights of the Company, Super ROI and Parent to terminate this Agreement in accordance with Section 10.01. In the event that this Agreement is validly terminated in accordance with Section 10.01, Parent shall (and Super ROI shall cause Parent to) promptly (and in any event within one business day), irrevocably and unconditionally terminate the Offer. In the event that the Offer is validly terminated, Parent shall not acquire any Class A Ordinary Shares or ADSs pursuant to the Offer and shall cause any tender agent for the Offer acting on its behalf to return, in accordance with applicable Law, any tendered Class A Ordinary Shares or ADSs to the registered holders thereof. (e) Subject to the terms and conditions set forth in this Agreement and to the satisfaction or, to the extent permitted by this Agreement and applicable Law, waiver by Parent of each of the Offer Conditions (to the extent waivable by Parent), Parent shall (and Super ROI shall cause Parent to) (i) accept for payment, promptly after the Expiration Time, all Class A Ordinary Shares and ADSs validly tendered (and not validly withdrawn) pursuant to the Offer (the time at which Class A Ordinary Shares and ADSs are first accepted for payment under the Offer, the “Acceptance Time”) and (ii) promptly pay (or cause the Paying Agent to pay) for such Class A Ordinary Shares and ADSs. (f) As promptly as reasonably practicable on the date of commencement of the Offer, Super ROI and Parent shall file with the SEC a combined Tender Offer Statement and Rule 13E-3 Transaction Statement under cover of Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO will contain or incorporate by reference the related offer to purchase, form of letter of transmittal, summary advertisement, if any, and other documents required pursuant to Section 14(d) of the Exchange Act or Regulation 14D, as applicable, pursuant to which the Offer will be made (collectively, together with any amendments or supplements thereto, the “Offer Documents”). Super ROI and Parent shall cause the Offer Documents to be disseminated to holders of Class A Ordinary Shares and ADSs to the extent required by law applicable U.S. federal securities laws or regulation, the Borrower rules and regulations of NYSE. The Company shall not, promptly furnish to Super ROI and not permit BidCo nor any of its other Subsidiaries to make any statement Parent all information concerning the Company that may be required by applicable securities laws or announcement (other than reasonably requested by Super ROI or Parent for inclusion in the Offer Document) which contains Documents. Super ROI, Parent and the Company agree to correct promptly any information provided by any of them for use in the Offer Documents that shall have become false or statement concerning misleading, and Super ROI and Parent further agree to take all steps necessary to cause the Loan Documents Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Class A Ordinary Shares and ADSs, in each case as and to the extent required by applicable federal securities laws or the Arrangersrules and regulations of NYSE to give effect to the Offer. Super ROI and Parent shall provide the Company and its legal counsel with (i) any comments or other communications, Agents whether written or Lenders without oral, that the prior consent Company or its legal counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or any Offer Document promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in Super ROI’s and Parent’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by using reasonable best efforts to give the ArrangersCompany and its legal counsel the opportunity to participate with Super ROI, Parent and their legal counsel in any substantive discussions or meetings with the SEC.

The Offer. (a) The Borrower Provided that this Agreement shall not permit Bidco have been terminated in accordance with Article IX, then (i) not later than the first Business Day after execution of this Agreement, Parent and Company shall issue a public announcement of the execution of this Agreement, and (ii) Subsidiary shall, as promptly as practicable, but in no event later than five business days after the date of such public announcement, and Parent shall cause Subsidiary to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), the Offer. The Offer shall be made pursuant to the Offer to Purchase and related Letter of Transmittal in form reasonably satisfactory to Company and containing the terms and conditions set forth in this Agreement. The obligation of Subsidiary to, and of Parent to cause Subsidiary to, commence the Offer, conduct and consummate the Offer and accept for payment, and pay for, any Shares tendered and not withdrawn pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Subsidiary in its sole discretion, PROVIDED, HOWEVER, that the Subsidiary shall not waive the Minimum Condition without the Arrangers’ prior written consent (such consent not of the Company). Subsidiary expressly reserves the right, subject to be unreasonably withheldcompliance with the Exchange Act, conditioned or delayed)) (i) to amend, supplement, modify, waive or treat as satisfied any condition modify the terms of the Offer, except that, without the Convertible Offer or express written consent of Company, neither Parent nor Subsidiary shall (i) reduce the Private Sale or number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) add to or modify the Offer Conditions, (iv) except as provided in the next sentence, change the expiration date of the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, supplementalter, modify add or waive (A) any term of the Offer Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially manner adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in connection with a reduction of the Maximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, in each case be deemed to be materially adverse to the Lenders. The Borrower shall not, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) the consideration to be paid to the shareholders of Target in connection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) the consideration per Convertible Bond to be paid to the holders of the Convertible Bonds Shares. Notwithstanding the foregoing, if on any scheduled expiration date of the Offer, which shall initially be 20 Business Days after the commencement date of the Offer, all Offer Conditions have not been satisfied or waived, Subsidiary may, and at the request of the Company shall, from time to time, extend the expiration date of the Offer for up to 10 additional Business Days, and Subsidiary may, without the consent of Company, (A) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the SEC staff applicable to the Offer, and (B) extend the Offer for up to ten Business Days if there have been validly tendered and not withdrawn prior to the expiration of the Offer such number of Shares that would constitute at least 75% but less than 90% of the issued and outstanding Shares as of the date of determination. Subject only to the conditions set forth in connection with Exhibit A, Subsidiary shall, and Parent shall cause Subsidiary to, as soon as practicable after the Convertible Bond Offer expiration of the Offer, accept for payment, and pay for all Shares validly tendered and not withdrawn that Subsidiary becomes obligated to exceed, on a price or value per bond basis, accept for payment pursuant to the Maximum Convertible Offer ConsiderationOffer. (b) Without prejudice to any On the date of commencement of the aboveOffer, without Parent and Subsidiary shall file with the Arrangers’ prior written consent SEC a Tender Offer Statement on Schedule 14D-1 (as supplemented or amended from time to time, the "Schedule 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such consent Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). Parent and Subsidiary agree that the Offer Documents shall comply as to form and content in all material respects with the Exchange Act and the rules and regulations promulgated thereunder, and the Offer Documents, on the date first published, sent or given to Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be unreasonably withheldstated therein or necessary in order to make the statements therein, conditioned in light of the circumstances under which they were made, not misleading, except that no representation or delayed), the Borrower shall not and shall not permit Bidco warranty is made by Parent or any other Affiliate (or any person acting collectively Subsidiary with Borrower, Bidco respect to written information supplied by Company or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target its stockholders specifically for inclusion or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised incorporation by Bidco reference in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis Offer Documents. Parent, Subsidiary and Company each agrees promptly to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take correct any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares written information provided by it for use in the Target Offer Documents if and to the extent that it would conflict such information shall have become false or misleading in any material respect, and Parent and Subsidiary further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the Borrower’s obligation under Section 6.12(d)SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. Company shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of Company, and Parent and Subsidiary shall consider such comments in good faith. Parent and Subsidiary agree to provide Company any comments Parent, Subsidiary or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) The Borrower Parent shall not permit Bidco provide or cause to take be provided to Subsidiary on a timely basis the funds sufficient to accept for payment, and pay for, any action or step (or permit the taking of any action or step) which may result in Bidcoand all Shares that Subsidiary becomes obligated to accept for payment, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer and pay for, pursuant to Section 35 of the German Takeover CodeOffer. (d) Except Subsidiary shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer such amounts as may be required by law to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or regulationunder any provision of state, local or foreign tax law; PROVIDED, HOWEVER, that Subsidiary shall promptly pay any amounts deducted and withheld hereunder to the Borrower applicable governmental authority, shall notpromptly file all tax returns and reports required to be filed in respect of such deductions and withholding, and not permit BidCo nor any shall promptly provide to Company proof of its other Subsidiaries to make any statement or announcement (other than in the Offer Document) which contains any information or statement concerning the Loan Documents or the Arrangers, Agents or Lenders without the prior consent such payment and a copy of the Arrangersall such tax returns and reports.