Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Underwriting Agreement or the Deposit Agreement, as applicable. "ADR Ratio" means the ratio of one (1) ADS to two (2) ordinary shares (Stammaktien) of the Company, as established under the Deposit Agr

Section 1.2 — Rules of Construction For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) The terms "herein," "hereof," "hereto," and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or other subdivision of this Agreement. (b) References to an "Article," "Section," "Exhibit," or "

ARTICLE II — APPOINTMENT OF CUSTODIAN; DEPOSIT OF SHARES

Section 2.1 — Appointment of Custodian (a) The Selling Shareholder hereby appoints the Custodian as its agent and custodian for the purpose of (i) holding the Custodial Shares deposited hereunder in safekeeping, (ii) delivering the Custodial Shares for conversion into ADSs in accordance with Article III hereof, and (iii) performing such other duties as are expressly set forth in this Agreement, all upon the terms and

Section 2.2 — Deposit of Custodial Shares (a) The Selling Shareholder shall deliver, or cause to be delivered, the Custodial Shares to the Custodian on or before the date that is [●] business days prior to the anticipated Closing Date, as follows: (i) If the Selling Shareholder is Rheintal Industrieholding GmbH: 8,500,000 ordinary shares of the Company; or (ii) If the Selling Shareholder is Kestrel Capital Partners A

Section 2.3 — Segregation and No Commingling (a) The Custodian shall at all times hold the Custodial Shares separate and apart from its own assets, proprietary securities, and assets held for any other person, customer, or client. (b) The Custodial Shares shall not be commingled with any other securities, funds, or assets held by the Custodian in any capacity, whether as custodian, nominee, agent, fiduciary, or other

Section 2.4 — No Disposition Prior to Instructions (a) The Custodian shall not transfer, sell, assign, pledge, hypothecate, lend, encumber, or otherwise dispose of any Custodial Shares or any interest therein except upon receipt of proper instructions in accordance with Article III hereof or pursuant to the irrevocable power of attorney granted in Article IV hereof. (b) No ordinary shares shall be released from custo

ARTICLE III — DELIVERY INSTRUCTIONS; CONVERSION TO ADSs

Section 3.1 — Delivery to Depositary's Sub-Custodian (a) Upon satisfaction (or waiver by all required parties) of all conditions to the Closing under the Underwriting Agreement, the Custodian shall, promptly upon receipt of joint written instructions from (i) the Selling Shareholder (or an Attorney-in-Fact acting on behalf of the Selling Shareholder pursuant to Article IV) and (ii) the Depositary (or its duly authori

Section 3.2 — Timing of Delivery (a) The Custodian shall use commercially reasonable efforts to complete the transfer of the Custodial Shares to the Depositary's Sub-Custodian's account at Ashgrove Enterprises no later than one (1) business day prior to the Closing Date (the target Closing Date being July 6, 2026, or such other date as may be determined in accordance with the Underwriting Agreement). (b) The Custodia

Section 3.3 — Conditions Precedent to Delivery The Custodian's obligation to deliver the Custodial Shares to the Depositary's Sub-Custodian pursuant to Section 3.1 is conditioned upon the Custodian's receipt of each of the following, in form and substance reasonably satisfactory to the Custodian: (a) Written delivery instructions duly signed by the Selling Shareholder or by an Attorney-in-Fact acting under the author

Section 3.4 — DTC Settlement Coordination (a) Upon deposit of the ordinary shares comprising the Custodial Shares with the Depositary's Sub-Custodian in Germany, the Depositary shall, in accordance with the Deposit Agreement, issue the corresponding number of ADSs and cause such ADSs to be delivered through the book-entry facilities of DTC to the securities accounts of the several Underwriters (or their designated no

Section 3.5 — Overallotment Option Shares (a) To the extent the Underwriters exercise the Overallotment Option and additional ordinary shares of the Selling Shareholder are to be sold in connection therewith (if applicable), the Custodian shall hold and deliver such additional shares in accordance with the same procedures described in Sections 3.1 through 3.4 of this Article III, mutatis mutandis. (b) The Overallotme

Section 3.6 — Return of Custodial Shares (a) If (i) the Offering is not consummated for any reason, (ii) the Underwriting Agreement is terminated prior to the Closing Date in accordance with its terms, (iii) any or all of the Custodial Shares are not required for the Offering (whether because of a reduction in the number of ADSs to be sold or otherwise), or (iv) the Overallotment Option expires unexercised with respe

ARTICLE IV — IRREVOCABLE POWER OF ATTORNEY

Section 4.1 — Grant of Irrevocable Power of Attorney (a) The Selling Shareholder hereby irrevocably constitutes and appoints each of the persons named on Schedule 2 hereto, severally (and not jointly), as the Selling Shareholder's true and lawful attorney-in-fact (each, an "Attorney-in-Fact" and collectively, the "Attorneys-in-Fact"), with full power of substitution and resubstitution, to act in the name, place, and

Section 4.2 — Scope of Authority Each Attorney-in-Fact is hereby authorized, empowered, and directed, on behalf of and in the name of the Selling Shareholder, to take any and all of the following actions: (a) To execute and deliver the Underwriting Agreement, the Pricing Agreement (or Terms Agreement), and any amendments, supplements, waivers, or consents thereto, on behalf of the Selling Shareholder in such form as

Section 4.3 — Irrevocability (a) This power of attorney is coupled with an interest, being the interest of the Selling Shareholder in consummating the sale of the Custodial Shares in the Offering and receiving the net proceeds thereof, and shall be irrevocable to the fullest extent permitted by applicable law, including under the provisions of Sections 168 and 672 et seq. of the German Civil Code (Bürgerliches Gesetz

Section 4.4 — Ratification (a) The Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm, any and all acts and things that any Attorney-in-Fact shall lawfully do or cause to be done by virtue of this power of attorney and the authority granted herein. (b) Any action taken by an Attorney-in-Fact within the scope of authority granted in this Article IV shall be deemed to be, and shall be, a

Section 4.5 — Substitution (a) Each Attorney-in-Fact may appoint one or more substitute attorneys-in-fact (each, a "Substitute Attorney-in-Fact") with the same powers and authority as those granted to the appointing Attorney-in-Fact herein, and may revoke any such appointment, provided that: (i) Any such appointment or revocation shall be in writing, substantially in the form of Exhibit C hereto, and shall be duly ex

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDER The Selling Shareholder hereby represents and warrants to the Custodian, and acknowledges that the Depositary and the Representative (as intended third-party beneficiaries) are entitled to rely upon such representations and warranties, as of the date hereof and as of the Closing Date (and, if applicable, any overallotment closing date), as follows:

Section 5.1 — Organization and Authority (a) The Selling Shareholder is: (i) If the Selling Shareholder is Rheintal Industrieholding GmbH: a limited liability company (Gesellschaft mit beschränkter Haftung) duly organized, validly existing, and in good standing under the laws of the Federal Republic of Germany, registered in the commercial register (Handelsregister) of the Amtsgericht Düsseldorf, with its registered

Section 5.2 — Ownership of Custodial Shares (a) The Selling Shareholder is the sole registered and beneficial owner of the Custodial Shares, with good and marketable title thereto, free and clear of all liens, pledges, encumbrances, security interests, options, claims, charges, equities, rights of first refusal, preemptive rights, and restrictions on transfer of any kind whatsoever, except as arise under (i) applicab

Section 5.3 — Authorization; Binding Effect (a) The execution, delivery, and performance of this Agreement and the Irrevocable Power of Attorney set forth in Article IV have been duly authorized by all necessary corporate or organizational action on the part of the Selling Shareholder, including (to the extent required) approval by its shareholders, managing directors, supervisory board, or equivalent governing body.

Section 5.4 — No Conflicts The execution and delivery of this Agreement by the Selling Shareholder and the consummation of the transactions contemplated hereby and by the Underwriting Agreement do not and will not: (a) Conflict with, violate, or result in a breach of any provision of the organizational documents (Gesellschaftsvertrag, articles of association, or equivalent constitutive documents) of the Selling Share

Section 5.5 — No Governmental Approvals Required Except as may be required under (i) the Securities Act of 1933, as amended, (ii) the Securities Exchange Act of 1934, as amended, (iii) the rules and regulations of the SEC, (iv) applicable German securities regulations, including the German Securities Trading Act (Wertpapierhandelsgesetz) and the German Securities Prospectus Act (Wertpapierprospektgesetz), (v) the Mar

Section 5.6 — Selling Shareholder Questionnaire The Selling Shareholder has completed and delivered to the Company and to Calderwood & Harkness LLP (as United States counsel to the Company) a Selling Shareholder Questionnaire in the form requested by the Company, and the information contained therein (including information concerning the Selling Shareholder's beneficial ownership of the Company's ordinary shares, its

Section 5.7 — No FINRA Affiliation The Selling Shareholder has accurately disclosed in the Selling Shareholder Questionnaire (or in a separate written communication to the Company and Calderwood & Harkness LLP) all affiliations, associations, or relationships with any member firm of the Financial Industry Regulatory Authority, Inc. ("FINRA"), and all information required to be disclosed under FINRA Rule 5130 (Restric

ARTICLE VI — REPRESENTATIONS AND WARRANTIES OF THE CUSTODIAN The Custodian hereby represents and warrants to the Selling Shareholder as of the date hereof and as of the Closing Date (and, if applicable, any overallotment closing date), as follows:

Section 6.1 — Organization The Custodian is a [type of entity] duly organized, validly existing, and in good standing under the laws of [its jurisdiction], and is duly licensed and authorized to act as a securities custodian and to hold and safekeep securities on behalf of its clients in the Federal Republic of Germany, including ordinary shares listed on the Frankfurt Stock Exchange and held through Ashgrove Enterpr

Section 6.2 — Authority The Custodian has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by the Custodian have been duly authorized by all necessary corporate or organizational action on the part of the Custodian, and this Agreement constitutes a valid and binding obligation of the Custodian,

Section 6.3 — Safekeeping The Custodian has adequate facilities, systems, internal controls, and operational infrastructure for the safekeeping of the Custodial Shares, for the maintenance of accurate records of ownership and custody, and for the execution of book-entry transfers through Ashgrove Enterprises Banking AG. The Custodian is a direct participant in, or has access to, the Ashgrove Enterprises settlement sy

Section 7.1 — Selling Shareholder's Covenants The Selling Shareholder hereby covenants and agrees that, during the term of this Agreement: (a) No Liens. The Selling Shareholder shall not create, incur, assume, or permit to exist any lien, pledge, encumbrance, security interest, charge, option, or other restriction on transfer with respect to the Custodial Shares, other than as contemplated by this Agreement, the Lock

Section 7.2 — Custodian's Covenants The Custodian hereby covenants and agrees that, during the term of this Agreement: (a) Limited Actions. The Custodian shall hold the Custodial Shares solely in accordance with the terms and provisions of this Agreement and shall not take any action with respect to the Custodial Shares except as expressly authorized herein or as directed by the Selling Shareholder or an Attorney-in-

Section 7.3 — Tax Matters (a) The Selling Shareholder shall be solely responsible for any and all taxes, duties, levies, charges, and other governmental impositions of any kind arising from or in connection with the sale of the Custodial Shares, the receipt of proceeds therefrom, or the conversion of ordinary shares into ADSs, including without limitation any German capital gains tax (Kapitalertragsteuer), solidarity