Right of first Refusal

If a shareholder wishes to sell his shares to a third party, he must offer them to the other shareholders on the terms offered by the third party. They are able to buy these shares in total or on a pro-rata basis. Only if they do not acquire the offered shares can a third party buy the shares of the shareholder.

Both the existing shareholders and the company itself can have pre-emption rights. On the one hand, this is intended to preserve the existing interests and equal treatment of the shareholders, and on the other hand the shareholders can protect themselves against unwanted takeovers.

 

The Shareholders’ Agreement shall provide for a right of first offer for all Shareholders in favour of all other Shareholders. In case a Shareholder intends to transfer his current or future shares in the Company in total or part – with or without consideration – to a third party – also by exchange – and such Shareholder has not been granted the prior approval of all Shareholders, such Shareholder shall be entitled and obliged to offer the shares he intends to transfer pro rata to the other Shareholders under the same terms as he intends to offer them to a third party.

In case the other Shareholders do not accept such offer in its entirety, the necessary consent for a sale to third parties shall be deemed given and the Shareholder who intends to sell shall be entitled to sell the shares to such third party within a term of four months after he made the first offer at the same or even a higher price.

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