Corestate Capital Holding SA Luxemburg-Verlangen einer Ergänzung der Tagesordnung zur Gläubigerversammlung

this Agreement has been executed by each of the Initial Parties;

the Company has delivered to the Ad Hoc Group a copy of a written resolution of its management board approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute, deliver and perform this Agreement;

the Company has delivered to the Ad Hoc Group a copy of a written resolution of its supervisory board approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute, deliver and perform this Agreement;

a Chief Restructuring Officer (CRO) to which the Majority Ad Hoc Group has given its consent in writing regarding the person, the power of representation and the delegation of responsibilities by Company’s management board, has been appointed as member of the Company’s management board (the “Appointed CRO”);

shareholders of the Company holding directly in aggregate not less than 40% of the share capital of the Company have acceded to this Agreement as Shareholder Party;

evidence that any fees, costs and expenses then due to be paid by the Company under any Fee Arrangement have been paid by the Company;

[●].

the acceleration of any Notes Debt or the making of any declaration that any Notes Debt is prematurely due and payable;

the making of any declaration that any Notes Debt is payable on demand;

the making of a demand in relation to any Notes Debt;

the exercise of any right of set-off, account combination or payment netting against any member of the Group in respect of any Notes Debt;

the taking of any action of any kind to recover or demand cash cover in respect of all or any part of the Notes Debt;

the suing for, commencing or joining of any legal process against any member of the Group to recover any Notes Debt;

the taking of any step to obtain recognition or enforcement of a judgment against any member of the Group in any jurisdiction in respect of any Notes Debt; or

the petitioning (or taking any formal corporate action to petition for), applying or voting for, or the taking of any steps (including the appointment of any liquidator, receiver, administrator or similar officer in any jurisdiction) in relation to, the winding up, dissolution, administration or reorganisation of any member of the Group which owes any Notes Debt, or has given any security, guarantee, indemnity or other assurance against loss in respect of any of the Notes Debt, or any of such member of the Group’s assets or any suspension of payments or moratorium of any indebtedness of any such member of the Group, or any analogous procedure or step in any jurisdiction,

the non-disclosure agreement entered into between Milbank LLP and the Company dated 21 June 2022;

the confidentiality agreement entered into between Houlihan Lokey (Europe) GmbH and the Company dated 21 June 2022; and

the non-disclosure agreement entered into between Arendt & Medernach S.A. and the Company dated 4 July 2022.

moneys borrowed;

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with IFRS, be treated as a balance sheet liability;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.

Clause 1 (Definitions and Interpretation);

Clause 2.1;

Clauses 6 (Termination) through to and including 10 (Publicity); and

Clauses 13 (Consenting Noteholders and Ad Hoc Group) through to and including 26 (Service of Process).

the amount and percentage of the Locked-Up Debt held by a Consenting Noteholder as set out in its Confidential Annexure; and

if any, the amount and percentage of Bridge Financing committed or backstopped by it.

the amount of Notes Debt stated in the Confidential Annexure plus any accrued and unpaid interest (including any default interest) thereon and the principal amounts of any other Notes Debt transferred to it after the date of this Agreement;

the amount of Bridge Debt extended by it plus any accrued and unpaid interest (including any default interest) thereon and the principal amounts of any other Bridge Debt transferred to it after the Bridge Debt Issue Date; and

all Additional Debt that has become locked-up pursuant to Clause 5.2 (Additional Debt) (to the extent not already reflected in the Confidential Annexure),

the Company; and

the Majority Ad Hoc Group,

holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers, and sell to customers, Notes Debt or Bridge Debt (or enter with customers into long and short positions in respect of the Notes Debt or Bridge Debt, in its capacity as a dealer or market-maker in the Notes Debt or Bridge Debt); and

is, in fact, regularly in the business of making a two-way market in the Notes Debt or Bridge Debt.

sale, transfer or other disposal of any of its assets on terms whereby they are or may be leased to or re-acquired by any other member of the Group;

sale, transfer or other disposal of any of its receivables on recourse terms;

entry into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

entry into any other preferential arrangement having a similar effect

the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

the time barring of claims under the Limitation Acts and defences of set-off or counterclaim; and

similar principles, rights and defences under the laws of any relevant jurisdiction.

the Notes Amendments Documentation;

any and all other documents, agreements, court filings and instruments necessary or reasonably desirable to implement or consummate the Restructuring, declarations, consents and waivers and this Agreement and its schedules,

an extraordinary general meeting of the Company has approved each of the following items:

resignation of the existing members of the supervisory board as of 21 November 2022 with immediate effect immediately after the new members of the supervisory board have become elected.

Clause 1 (Definitions and Interpretation);

Clause 2 (Effectiveness of this Agreement);

Clause 9 (Confidentiality);

Clause 11 (Information relating to Locked-up Debt);

Clause 13 (Consenting Noteholders and Ad Hoc Group);

Clause 14 (Separate Rights);

Clause 18 (Remedies and Waivers);

Clause 19 (Reservation of Rights);

Clause 24 (Governing Law);

Clause 25 (Enforcement); and

Clause 26 (Service of Process).

this Agreement includes all of its schedules, appendices, exhibits and other attachments;

an agreement, deed or other document is a reference to the agreement, deed or other document as amended and an amendment includes a supplement, novation, extension (whether of maturity or otherwise), restatement, re-enactment or replacement (however fundamental and whether or not more onerous) and as amended will be construed accordingly;

a “person” includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, fund, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality;

the “Ad Hoc Group” includes, where the context requires, each member of the Ad Hoc Group;

a currency is a reference to the lawful currency for the time being of the relevant country;

a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;

“include” or “including” shall mean include or including without limitation;

a “process” includes any litigation/​arbitration proceeding commenced, brought, conducted or heard by or before, or otherwise involving any Governmental Body, court or any arbitrator or arbitration panel or other process of law;

“assets” includes present and future properties, revenues and rights of every description;

“guarantee” means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

to the extent recognised pursuant to the applicable law, a reference to a communication, notice, amendment, waiver or other document being “in writing” shall include being by email and a reference to such communication, notice, amendment, waiver or other document being given “by” a Party shall include being given on behalf of that Party;

the singular includes the plural (and vice versa);

a Clause, a paragraph, or a Schedule is a reference to a clause or paragraph of, or a schedule to, this Agreement. Clause, paragraph and Schedule headings are for ease of reference only and are to be given no effect in the construction or interpretation of this Agreement;

a Party or any other person includes its successors in title, permitted assigns and permitted transferees;

a time of day is a reference to Frankfurt/​Main time; and

a month is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month except that if there is no numerically corresponding day in that month, the period will end on the last day in that month.

Where a Consenting Noteholder enters into or accedes to this Agreement through an identified business unit in respect of Notes Debt beneficially owned in such capacity (as specified in the Confidential Annexure to its signature page to this Agreement or its Noteholder Accession Letter), the terms of this Agreement shall apply only to that identified business unit and not to any other business unit within that legal entity which has not signed or acceded to this Agreement (in accordance with the terms of this Agreement) separately in respect of any Notes Debt or other instrument which it beneficially owns and, therefore, that Consenting Noteholder shall not be required to procure compliance with this Agreement on behalf of such other business unit within that legal entity.

Any person who is an investment manager or investment adviser to a Noteholder that is an Affiliate or Related Fund of that investment manager or investment adviser may enter into or accede to this Agreement as a Consenting Noteholder (an “Investment Manager Party”) in respect of Notes Debt held by such Noteholder (as specified in the Confidential Annexure to its signature page to this Agreement or its Noteholder Accession Letter) and such Notes Debt shall be deemed to be the Locked-Up Debt of that Investment Manager Party.

The Company may (in its discretion) accept a Confidential Annexure which is defective in any respect. The Company may make any such acceptance conditional on such further assurances or undertakings as the Company may require with respect to the cure of any such defect. The Company shall promptly notify the Information Agent of any decision to accept a defective Confidential Annexure, and of the terms of any such further assurances or undertakings.

Subject to Clause 5.6 (Limitations), each Party shall (and the Company shall use best efforts to procure that each member of the Group shall, to the extent applicable) promptly take all actions which it is able to take and which are necessary or reasonably desirable to support, facilitate, implement, consummate or otherwise give effect to the Restructuring as soon as reasonably practicable, including (in each case, if and to the extent applicable):

in each case, within any reasonably requested timeframe and as necessary or desirable to support, facilitate, implement, consummate or otherwise give effect to the Restructuring.

Subject to Clause 5.6 (Limitations), no Party shall (and the Company shall procure that no member of the Group shall):

The Company and the Ad Hoc Group (or the Ad Hoc Group Advisers on its behalf) shall negotiate in good faith with a view to agreeing the Restructuring Documents in a form consistent in all material respects with the Restructuring Term Sheet (subject to any amendments or other matters agreed as a result of the Due Diligence), in order to finalise those documents and achieve Agreed Form with a view to implementing and consummating the Restructuring as soon as reasonably practicable, and, in any event, by no later than the Long-Stop Date.

Upon confirmation from the Company and the Ad Hoc Group Counsel (on behalf of the Majority Consenting Noteholders) that the Restructuring Documents are in Agreed Form, each of the Parties shall execute each Restructuring Document to which it is a party and deliver such executed Restructuring Document (if applicable, via its own legal counsel) to the Company Counsel or the Information Agent, as the Company (via the Company Counsel or the Information Agent) may direct.

No Party shall be obliged to execute a Restructuring Document, or (in the case of a Consenting Noteholder) support, provide a written direction and/​or vote for any process (including any Consent Solicitation ) that includes any provision or brings into effect any document or take any action set out in this Clause 3.2 (Negotiation of Restructuring Documents):

Each of the Company Parties acknowledge that the Consenting Noteholders may require, and that Company Counsel and Ad Hoc Group Advisers will undertake after the date of this Agreement, further due diligence on the required quantum of the Bridge Financing, the Group and its creditworthiness, business, assets, operations, or financial condition of the Group and/​or the impact or consequences of the Restructuring on the Group (the “Due Diligence”).

Without prejudice to the generality of paragraph (a) above but subject to Clause 5.6 (Limitations), the Company Parties shall provide to the Ad Hoc Group Advisers:

The Company and Company Advisers shall enter into negotiations (in good faith) with the Ad Hoc Group Advisers with a view to agreeing and providing to all Noteholders a summary or summaries of the results or findings of any Due Diligence which the Ad Hoc Group Advisers or Majority Consenting Noteholders may reasonably require, it being acknowledged that the Company shall not be obliged to disclose information, the public disclosure of which it reasonably considers would be materially adverse to its business or operations, or which may waive any legal privilege that it may have.

The Parties shall (and the Company shall procure that each member of the Group shall) enter into negotiations with a view to agreeing (in good faith) any amendment to the Restructuring Term Sheet and/​or term of a Restructuring Document to which they are to be party as are reasonably requested by the Majority Consenting Noteholders and/​or an Ad Hoc Group Adviser based on the Due Diligence.

If, in the reasonable opinion of each of (i) the Company and (ii) the Majority Consenting Noteholders, alternative or additional steps are required or would be a more effective way of implementing the Restructuring, the Company Counsel and the Ad Hoc Group Counsel will, in good faith, seek to agree those steps and, if agreed, the Company shall promptly notify each Consenting Noteholder in writing of the details of the alternative or additional steps and why they are to be implemented.

The Company shall, on a timely basis, but in any event within the relevant time frame set out in the Restructuring Term Sheet:

Subject to Clause 5.6 (Limitations), the Company Parties shall not, and the Company shall procure that each other member of the Group shall not:

The Company shall continue to operate the Group and its business in the ordinary course consistent with past practice and use all reasonable endeavours to mitigate any negative impact of the Restructuring on the business of the Group, including dealing with any material contracts, Authorisations and other arrangements which could be breached by or terminated as a result of the Restructuring.

Paragraphs (a) and (b) above shall not prevent the Company or any member of the Group from taking any action that:

No Company Party shall (and the Company shall procure that each member of the Group will not), without the prior written consent of the Majority Consenting Noteholders, in one or a series of related transactions, directly or indirectly, enter into, commit to enter into, allow, permit or make any payment or incur any debt or other liability to a third party in respect of:

The Company shall not (and the Company shall procure that each member of the Group shall not), without the prior written consent of the Majority Consenting Noteholders, pay, loan, indemnify, incur any liability for, dividend, distribute, upstream, contribute or otherwise transfer any amount or value, or incur or allow to remain outstanding any claim to, or for the benefit of, any person which directly or indirectly holds equity in the Company, in each case, without the prior written consent of the Majority Consenting Noteholders.

No Company Party shall (and the Company shall procure that each member of the Group will not), without the prior written consent of the Majority Consenting Noteholders, in one or a series of related transactions, directly or indirectly, enter into, commit to enter into, allow, permit or make any sale, lease, transfer or other disposal of any asset other than any such transaction which complies with paragraph (k) below and provides for a for a consideration to be received in cash and which would be not less than 90% of the book value of the relevant asset as reflected in the Company’s quarterly reporting for its financial quarter having ended on 30 September 2022.

No Company Party shall (and the Company shall ensure that no other member of the Group will), without the prior written consent of the Majority Consenting Noteholders, in one or a series of related transactions, directly or indirectly, enter into, commit to enter into, allow, permit, create or permit to subsist any Security over, or Quasi-Security in relation to, any of its assets, other than

No Company Party shall (and the Company shall ensure that no other member of the Group will), without the prior written consent of the Majority Consenting Noteholders, incur or allow to remain outstanding any Financial Indebtedness, other than

No Company Party shall (and the Company shall ensure that no other member of the Group will), without the prior written consent of the Majority Consenting Noteholders, incur or allow to remain outstanding any guarantee in respect of any obligation of any person, other than

No Company Party shall (and the Company shall ensure that no other member of the Group will), without the prior written consent of the Majority Consenting Noteholders, enter into any transaction with any person except on arm’s length terms and for full market value (provided that any transaction contemplated by the Restructuring Term Sheet is deemed to comply with this covenant).

No Company Party shall (and the Company shall procure that each member of the Group will not), without the prior written consent of all Consenting Noteholders, place any creditor to which it or any other member of the Group owes Financial Indebtedness in a better position than such creditor is under the relevant financing arrangement with respect to the outstanding liabilities owed to it as at the date of this Agreement (save as contemplated by the Restructuring Term Sheet).

No Company Party shall (and the Company shall procure that each member of the Group will not) without the prior written consent of the Majority Consenting Noteholders, amend, vary, supplement or replace any agreement documenting Financial Indebtedness, or, in each case, any provision thereof, unless such amendment, variation, supplement or replacement is not (in the reasonable view of the Company, following consultation with the Ad-hoc Group) materially prejudicial to the interests of the Majority Consenting Noteholders.

[●]

The Company shall make available to the Ad Hoc Group Advisers:

Each Company Party shall promptly after becoming aware of the same inform the Ad Hoc Group Advisers in writing of any event or circumstance (or a series of events or circumstances), including any breach by a Company Party of any term of this Agreement, that has occurred or is reasonably likely to occur (and if it did so occur), would permit any other Party to terminate, or result in the termination of, this Agreement.

The Company shall:

The Company shall use all reasonable endeavours to obtain the consent of the Majority Ad Hoc Group on or prior to the date a Consent Solicitation is launched.

The Company shall use commercially reasonable efforts to provide (and procure that each other member of the Group provides) within a reasonable timeframe from any request customary information and documents necessary as may be reasonably required by a Consenting Noteholder in order to comply with the relevant provisions relating to money laundering and /​ or “know your customer” regulation (including and anti-money laundering rules and regulations, including the USA Patriot Act and the German Anti-Money Laundering Act (Geldwäschegesetz)).

Subject to Clauses 5.6 (Limitations) and 19 (Reservation of Rights), each Consenting Noteholder agrees during the Lock-Up Period not to:

except as required by the Restructuring Documents; and

upon the Shareholder Conditions being satisfied and the Noteholders of the 2022 Notes having resolved on an extension of the final maturity date of the 2022 Notes, treat its Notes Debt under the 2022 Notes as deferred until the extended final maturity date resolved upon by the Noteholders of the 2022 Notes until the extension of the final maturity date has become effective.

Subject to Clauses 5.6 (Limitations) and 19 (Reservation of Rights), each Consenting Noteholder shall:

Subject to Clauses 5.6 (Limitations) and 19 (Reservation of Rights), each Shareholder Party shall:

Subject to Clauses 5.6 (Limitations) and 19 (Reservation of Rights), each Shareholder Party shall attend or instruct any proxy appointed by it to attend, any general meeting convened by the Company to resolve on the items set out in the definition of Shareholder Conditions, and vote or instruct any proxy appointed by it to vote in favour of the items set out in the definition of Shareholder Conditions.

Each Party shall promptly notify each other Party of any matter or circumstance that it knows will be, or could reasonably be expected to be, a material impediment to the implementation or consummation of the Restructuring.

Each Party shall promptly notify each other Party of:

Each Party may, but shall be under no obligation to, disclose any information supplied pursuant to this Clause 3.7 (Notification of Impediments and Breaches) to any other Party and/​or any Legal Adviser of any other Party.

A Noteholder, who is not an Original Consenting Noteholder, may become a Party as an Additional Consenting Noteholder by delivering a duly executed and completed Noteholder Accession Letter to the Information Agent. On delivery of a Noteholder Accession Letter to the Information Agent the acceding Noteholder agrees to be bound by the terms of this Agreement as a Consenting Noteholder from the date of the relevant Noteholder Accession Letter.

If a Noteholder that accedes to this Agreement pursuant to paragraph (a) above has, prior to the date of its accession, entered into a Transfer in respect of all or any part of its Locked-Up Debt such that it does not have the power to vote, or direct the voting of, or approve changes in respect of that Locked-Up Debt, either directly or indirectly, it shall use reasonable endeavours to procure that the entity that does control the vote or approval delivers to the Information Agent a Noteholder Accession Letter in respect of that Locked-Up Debt.

The Company may, in its discretion, accept a Noteholder Accession Letter subject to non-material defects in the form and/​or means of delivery without requiring such non-material defects to be resolved. The Company may, in its discretion, deem Noteholder Accession Letters received subject to material defects that are later resolved to have been received at the time of receipt of the defective document.

The Company shall procure that each Designated Obligor shall become a Party as an Additional Company Party by (i) delivering a duly executed and completed Company Party Accession Letter, and (ii) a copy of a written resolution of the shareholder or, as applicable, other competent corporate body, of the relevant Designated Obligor approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute, deliver and perform this Agreement to the Information Agent, by no later than 2 December 2022, 24hrs.

Any other person may become a Party as an Additional Company Party (and as a particular Company Party) by delivering a duly executed and completed Company Party Accession Letter to the Information Agent.

On delivery of a Company Party Accession Letter to the Information Agent, the acceding party agrees to be bound by the terms of this Agreement as an Additional Company Party (and in any other capacity as may be set out therein) from the date of the relevant Company Party Accession Letter.

The Company shall procure that a reputable service provider regularly carrying out such activities and in relation to which the Majority Ad Hoc Group has given its prior written consent (not to be unreasonably withheld or delayed) becomes a Party to this Agreement as Information Agent by delivering a duly executed and completed Information Agent Accession Letter to the Company with a copy to the other parties, by no later than 1 December 2022, 24hrs.

On delivery of an Information Agent Accession Letter to the Company (which shall promptly provide a copy to the Ad Hoc Group Legal Counsel), the acceding party agrees to be bound by the terms of this Agreement as an Information Agent (and in any other capacity as may be set out therein) from the date of the relevant Information Agent Accession Letter.

Each person who is a direct shareholder of the Company may become a Party by delivering (i) a duly executed and completed Shareholder Party Accession Letter to the Information Agent, and (ii) Proof of Holdings (Shares) with respect to the shares in the Company held by it.

On delivery of a Shareholder Party Accession Letter to the Information Agent, the acceding party agrees to be bound by the terms of this Agreement as Shareholder Party (and in any other capacity as may be set out therein) from the date of the relevant Shareholder Party Accession Letter.

is a Consenting Noteholder as of the date of the Transfer and the Notes Debt or Bridge Debt subject to the Transfer will remain Locked-Up Debt; or

has delivered an executed Noteholder Accession Letter to the Information Agent which shall become effective immediately upon receipt by it of Notes, such that it will then immediately become a Consenting Noteholder in accordance with Clause 4.1 (Additional Consenting Noteholders); and

A Consenting Noteholder may acquire Notes Debt or Bridge Debt, pursuant to Transfers, in addition to its Locked-Up Debt at any time (“Additional Debt”).

A Consenting Noteholder who has acquired Additional Debt shall, as soon as reasonably practicable after the date of the Transfer, deliver a duly completed and signed Transfer Certificate, including an updated Confidential Annexure, to the Information Agent. Any Additional Debt shall automatically become Locked-Up Debt.

With effect from the Bridge Debt Issue Date all Bridge Debt extended by a Party shall automatically become Locked-Up Debt.

The Information Agent will be deemed to have notice of any Locked-up Debt of a Party held in the form of Bridge Debt with effect from the Bridge Debt Issue Date.

the relevant Consenting Noteholder shall make such Transfer conditional on any person to whom the relevant Locked-Up Debt is transferred by the Qualified Market-maker either:

and shall certify to the Information Agent that it has made its Transfer so conditional;

the Qualified Market-maker in fact Transfers the relevant Locked-Up Debt within five (5) Business Days of the settlement date in respect of its acquisition of Locked-Up Debt to a Consenting Noteholder or a transferee who executes and delivers a Noteholder Accession Letter (as the case may be); and

no such Transfer is made within seven (7) Business Days of the date of any meeting to consider a Consent Solicitation.

Nothing in this Agreement shall:

No Consenting Noteholder shall be obliged to vote in favour of any Consent Solicitation if, before the relevant noteholders meeting, or, as applicable, before the deadline for submitting a vote in a voting without a meeting, there has been a Material Adverse Effect as notified to the Company in writing by the Majority Consenting Noteholders.

on 31 December 2022, 24hrs, if the Shareholder Conditions are not satisfied by 31 December 2022, 24hrs; and

on the Restructuring Effective Date.

at any time by the mutual written agreement of the Company and the Majority Consenting Noteholders;

at the election of the Company or the Majority Consenting Noteholders by the delivery of a notice of termination to the other Parties:

at the election of the Company or the Majority Consenting Noteholders by the delivery of a notice of termination to the Parties if the Bridge Financing has been cancelled or accelerated in accordance with its terms, unless such cancelled or accelerated amount of the Bridge Financing is no longer required to maintain the solvency of the Group;

at the election of the Company by the delivery of a notice of termination to the Parties, if an order of a regulator or court or arbitrator (public or private) of competent jurisdiction restraining or otherwise preventing the implementation of the Restructuring has been made and has not been revoked or dismissed within 30 days of it being made (other than an order made at the instigation of, or on the application of, the Party purporting to terminate this Agreement under this paragraph (d));

at the election of the Majority Consenting Noteholders and upon delivery of a written notice of termination to the other Parties, if:

Subject to Clause 5 (Transfers), upon any holder of Locked-up Debt (“Locked-Up Creditor”) assigning, transferring or otherwise disposing of all of its Locked-Up Debt in accordance with the terms of this Agreement, this Agreement will terminate immediately in respect of that Locked-Up Creditor.

Each Locked-Up Creditor may by written notice to the Company terminate this Agreement in respect of itself only and rescind any consent or instruction previously provided by it to acceptance of the Restructuring Documents if a Material Adverse Effect has occurred.

imposes a more onerous obligation on any Consenting Noteholder than is anticipated by this Agreement; or

affects any Consenting Noteholder disproportionally in comparison to other Consenting Noteholders who are affected by the amendment or waiver,

it is authorised, legally entitled and able to control the exercise and casting of votes, and consenting to amendments to the Notes Terms and Conditions in relation to its Locked-Up Debt to the extent necessary to comply with the terms of this Agreement and promote all relevant approvals for the implementation of the Restructuring;

it has made its own independent appraisal of, and investigation into, all risks arising in respect of the business of the Company and the Group or under or in connection with the Restructuring, this Agreement and any associated documentation, and has independently concluded that its entry into the Restructuring, this Agreement, and any associated documentation is in its own best interests and (if applicable) the interests of any person it acts for or represents;

it is the legal or beneficial holder of, or investment manager or investment adviser in respect of, its Locked-Up Debt; and

the aggregate principal amount of its Notified Locked-Up Debt constitutes all of the Notes Debt legally and beneficially owned by or in respect of which it is the investment manager or investment adviser.

it is duly incorporated and validly existing under the law of its jurisdiction of incorporation or, as applicable, establishment;

it has the power to own its assets and carry on its business as it is being, and is proposed to be, conducted;

the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable, subject to any applicable Reservations;

the entry into, and performance by it of, and the transactions contemplated by, this Agreement do not and will not conflict with any law or regulation applicable to it or its constitutional documents or any agreement or instrument binding on it or any of its assets;

it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of this Agreement;

all Authorisations required for the performance by it of this Agreement and the transactions contemplated by this Agreement and to make this Agreement admissible in evidence in its jurisdiction of incorporation and any jurisdiction where it conducts its business have been obtained or effected and are in full force and effect;

it is not, and has not entered into any arrangement contemplating that it becomes, the legal owner of, and it does not have any beneficial interest in, any Notes Debt as at the date of this Agreement other than the Company’s holding of 2022 Notes in the aggregate nominal amount of EUR 11,600,000;

[●];

and so far as it is aware, no corporate action, legal proceeding or other procedure or step described in paragraph (e)(xiv) of Clause 6.2 (Voluntary termination) has been taken and no order has been made, petition presented or resolution passed for the winding up of or appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of it or any other member of the Group, and no analogous procedure has been commenced in any jurisdiction.

it is duly incorporated and validly existing under the law of its jurisdiction of incorporation or, as applicable, establishment;

it has the power to own its Locked-up Shares;

the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable, subject to any applicable Reservations;

the entry into, and performance by it of, and the transactions contemplated by, this Agreement do not and will not conflict with any law or regulation applicable to it or its constitutional documents or any agreement or instrument binding on it or any of its assets;

it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of this Agreement;

all Authorisations required for the performance by it of this Agreement and the transactions contemplated by this Agreement and to make this Agreement admissible in evidence in its jurisdiction of incorporation and any jurisdiction where it conducts its business have been obtained or effected and are in full force and effect;

it is not, and has not entered into any arrangement contemplating that it becomes, the legal owner of, and it does not have any beneficial interest in, any Notes Debt as at the date of this Agreement;

no corporate action, legal proceeding or other procedure or step described in paragraph (e)(xiv) of Clause 6.2 (Voluntary termination) has been taken and no order has been made, petition presented or resolution passed for the winding up of or appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of it or any other member of the Group, and no analogous procedure has been commenced in any jurisdiction

it is authorised, legally entitled and able to control the exercise and casting of votes, and consenting to amendments to the articles of association of the Company in relation to its Locked-Up Shares to the extent necessary to comply with the terms of this Agreement and promote all relevant approvals for the implementation of the Restructuring;

it has made its own independent appraisal of, and investigation into, all risks arising in respect of the business of the Company and the Group or under or in connection with the Restructuring, this Agreement and any associated documentation, and has independently concluded that its entry into the Restructuring, this Agreement, and any associated documentation is in its own best interests and (if applicable) the interests of any person it acts for or represents;

it is the legal and beneficial holder of its Locked-Up Shares; and

its Locked-Up Shares evidenced in the Proof of Holdings (Shares) delivered in the context of its Shareholder Party Accession Letter are all of the shares in the Company legally and beneficially owned by it.

any of its Affiliates and Related Funds;

the Ad Hoc Group, any member of the Ad Hoc Group and any of the Affiliated and Related Funds of any member of the Ad Hoc Group and their Representatives for the purpose of discussing, negotiating, preparing, executing, implementing or consummating the transactions contemplated by the Restructuring, the Restructuring Term Sheet and this Agreement;

any of its professional advisers; and

any person (a “Participant”) with whom it is proposing to enter, or has entered into, any kind of transfer, participation or other agreement in relation to this Agreement:

but only if it agrees in writing with such Participant for the benefit of each Consenting Noteholder (other than the disclosing Consenting Noteholder, if applicable) and the Company to keep the document or information confidential on the same terms (with consequential changes) as are set out in this Clause 9 (Confidentiality).

which is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed by a Party in breach of Clause 9.2 above;

which was available to the receiving party on a non-confidential basis prior to disclosure by the disclosing Party;

which was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the disclosing Party’s knowledge, after reasonable enquiry, is not under any confidentiality obligation in respect of that information; and/​or

which was lawfully in the possession of the receiving party free from any restriction as to use before the information was disclosed by the disclosing Party.

authorises the Company to inform the Parties (and the Ad Hoc Group) of the aggregate principal amount of Locked-Up Debt held by the Consenting Noteholders from time to time;

agrees that the Company may in any public announcement refer to the aggregate principal amount of Locked-Up Debt from time to time; and

authorises the Company to inform the Parties of any accessions to this Agreement under Clause 4 (Accessions).

in any legal proceeding relating to this Agreement or the Restructuring;

to the extent required by law, rules, regulation or court order; and

in response to a subpoena, discovery request, or a request from a Governmental Body or securities exchange for information regarding Individual Holdings,

making this Agreement available to all Noteholders;

receipt and processing of Noteholder Accession Letters, Company Party Accession Letters, Transfer Certificates, Confidential Annexures, and Proofs of Holdings;

calculating amounts and directing payments of fees and other amounts (if any) to Consenting Noteholders via the Clearing Systems;

monitoring compliance by Consenting Noteholders with the provisions of Clause 3.1 (General Undertakings to Support the Restructuring) and Clause 5 (Transfers); and

calculating the amount of Locked-Up Debt and Notified Locked-Up Debt held by Consenting Noteholders, and as applicable the percentage that Locked-Up Debt or Notified Locked-Up Debt represents of the aggregate Locked-up Debt or the principal amount of all Notes Debt and/​or Bridge Debt,

No information or knowledge regarding the Company or the Group or their affairs received or produced by any Consenting Noteholder in connection with this Agreement shall be imputed to any other Consenting Noteholder and no Consenting Noteholder shall be bound to distribute or share any information received or produced pursuant to this Agreement to any other Consenting Noteholder or to any other Noteholder under the Notes Terms and Conditions or any other person.

No information or knowledge regarding the Company or the Group or its affairs received or produced by any member of the Ad Hoc Group in connection with this Agreement or the Restructuring shall be imputed to any other member of the Ad Hoc Group.

any representation, notice or document delivered to them is genuine, correct and appropriately authorised;

any statement made by a director, authorised signatory or employee of any person regarding any matters are within that person’s knowledge or within that person’s power to verify; and

any communication made by any Company Party or member of the Group is made on behalf of and with the consent and knowledge of all the Company Parties.

will not be responsible for the adequacy, accuracy and/​or completeness of any information (whether oral or written) supplied by any Consenting Noteholder, the Company Parties, the Group or any other person given in or in connection with this Agreement and any associated documentation or the transactions contemplated therein;

will not be responsible for the legality, validity, effectiveness, completeness, adequacy or enforceability of the Restructuring, this Agreement or any agreement, arrangement or document entered into, made or executed in anticipation of or in connection with the Restructuring;

will not be responsible for any determination as to whether any information provided or to be provided to any Consenting Noteholder is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing, market abuse or otherwise;

will not be responsible for verifying that any information provided to the Consenting Noteholder (using reasonable endeavours and usual methods of transmission such as email or post) has actually been received and/​or considered by each Consenting Noteholder. The Ad Hoc Group shall not be liable for any information not being received by any Consenting Noteholder;

shall not be bound to distribute to any Consenting Noteholder or to any other person, any information received by it; and

shall not be bound to enquire as to the absence, occurrence or continuation of any Event of Default, or the performance by the Company or any Company Party, in each case, of its obligations under the Notes Terms and Conditions or any other document or agreement.

It is understood and agreed by each Consenting Noteholder, for the benefit of the Ad Hoc Group, that at all times it has itself been, and will continue to be, solely responsible for making its own independent appraisal of, and investigation into, all risks arising in respect of the business of the Company and the Group or under or in connection with the Restructuring, this Agreement and any associated documentation including, but not limited to:

Each Consenting Noteholder acknowledges to the Ad Hoc Group that it has not relied on, and will not hereafter rely on, the Ad Hoc Group or any of them in respect of any of the matters referred to in paragraph (a) above and that consequently the Ad Hoc Group members shall not have any liability (whether direct or indirect, in contract, tort or otherwise) or responsibility to any Consenting Noteholder or any other person in respect of such matters.

Without limiting paragraph (b) below, a member of the Ad Hoc Group will not be liable for any action taken by it (or any inaction) under or in connection with the Restructuring or this Agreement, unless directly caused by its gross negligence or wilful misconduct.

No Party (other than a member of the Ad Hoc Group) in respect of any director, officer, employee, agent, investment manager, investment adviser, general partner, Affiliate or Related Fund of that member of the Ad Hoc Group may take any proceedings against any director, officer, employee, agent, investment manager, investment adviser, general partner, Affiliate or Related Fund or any member of the Ad Hoc Group, in respect of (i) any claim it might have against the Ad Hoc Group or a member of the Ad Hoc Group or (ii) in respect of any act or omission of any kind by that director, officer, employee, agent, investment manager, investment adviser, general partner, Affiliate or Related Fund, in each case, in relation to this Agreement or the Restructuring and any associated documentation or transactions contemplated therein and, without prejudice to Clause 1.3 (Third-party rights) and the provisions of the Contracts (Rights of Third Parties) Act 1999, no such director, officer, employee, agent, investment manager, investment adviser, general partner, Affiliate or Related Fund shall be bound by any amendment or waiver of this Clause 13.10 (Exclusion of liability) without the consent of such director, officer, employee, agent, investment manager, investment adviser, general partner, Affiliate or Related Fund.

in the case of each Company Party, to:

[●]

Attention:
Email:

with a copy to the Company Counsel:

[●]

Attention:
Email:

in the case of each Consenting Noteholder, to the address or email address for notices identified in writing by the Ad Hoc Group Advisers (on behalf of an Original Consenting Noteholder) by letter or by email to the Company and the Information Agent or in its Noteholder Accession Letter (as applicable); and

in the case of the Information Agent, by:

The address and email address (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with this Agreement is as set out in Clause 16.1 (Communications in writing) or:

in each case, by not less than five (5) Business Days’ written notice.

If the Information Agent receives a notice of substitute notice details from a Party pursuant to paragraph (a)(i) above, it shall promptly provide a copy of that notice to all the other Parties.

Any communication under or in connection with this Agreement (including the delivery of any Noteholder Accession Letter, Company Party Accession Letter or Transfer Certificate given pursuant to Clause 16.1 (Communications in writing)) will be deemed to be given when actually received (regardless of whether it is received on a day that is not a Business Day or after business hours) in the place of receipt.

For the purposes of this Clause 16.3 (Delivery), any communication under or in connection with this Agreement made by or attached to an email will be deemed received only on the first to occur of the following:

provided that, in each case, the email is in an appropriate and commonly used format, and any attached file is a pdf, jpeg, tiff or other appropriate and commonly used format.

For the purposes of this Clause 16.3 (Delivery), any notice, approval, consent or other communication under or in connection with this Agreement:

Unless expressly provided to the contrary, this Agreement does not amend or waive any Party’s rights under the Notes Terms and Conditions or any other documents and agreements, or any Party’s rights as creditors of the Company or any member of the Group unless and until the Restructuring is consummated (and then only to the extent provided under the terms of the Restructuring Documents).

The Parties fully reserve any and all of their rights, until such time as the Restructuring is implemented.

If this Agreement is terminated by any Party for any reason, the rights of that Party against the other Parties to this Agreement and those other Parties’ rights against the terminating Party shall be fully reserved.

Each Company Party (other than the Company) by its execution of this Agreement or, as applicable, Company Party Accession Letter, irrevocably appoints the Company its agent in relation to this Agreement and irrevocably authorises:

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Company as agent for the other Company Parties or given to the Company as agent for the other Company Parties under this Agreement on behalf of another Company Party shall be binding for all purposes on that Company Party as if that Company Party had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications for the Company as agent for the Company Party and any other Company Party, those of the Company as agent for the Company Parties shall prevail.

For the purpose of acting as their agent in accordance with this Clause 22, each of the Company Parties (other than the Company) exempts, to the extent legally possible, the Company from the restrictions imposed by section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and any equivalent restrictions under any other applicable law. Any Company Party (other than the Company) which is barred by its constitutional documents to do so shall notify the Information Agent and the Ad Hoc Group Legal Counsel accordingly.

The courts of Frankfurt/​Main have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to non-contractual obligations arising out of or in connection with this Agreement or a dispute regarding the existence, validity or termination of this Agreement) (a “Dispute”).

The Parties agree that the courts of Frankfurt/​Main are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

Without prejudice to any other mode of service allowed under any relevant law, each Company Party and Shareholder Party (other than a Company Party or Shareholder Party incorporated in Germany):

If any person appointed as an agent for service of process by a Company Party or Shareholder Party is unable for any reason to act as agent for service of process, such Company Party or Shareholder Party must immediately appoint another agent and notify the Parties of the name and address details of such agent for service of process.