S P A Franois L Meynot Avocat la

S. P. A. François L. Meynot Avocat à la Cour MB & Associés 35 avenue d’Eylau 75116 Paris 2019 T : (33) 01. 53. 70. 05. 80 fl. meynot@mb-avocats. com 1

BETWEEN RECAR HOLDING SARL AND BINTEC COMMUNICATIONS AG ON BEHALF OF NEW CO S. P. V. ASSIGNMENT REF. ART. 8 SHOULD BE ADDED : IN THE PRESENCE OF - THE PRESIDENT OF THE BOARD MEMBERS THE STATUTORY AUDITORS 2

EURL Company Law SARL Monist Board Total Limited Liability Stock Companies Sociétés Anonymes SAS SCA Partial Companies Chairman CEO Dual Boards SASU SAS Supervisory Board Directory Presiden Members President SCS V. P. ’s Entities Unlimited Liability (in solidum) Commercial : SNC (severably) Civil : S. C. For Profits Groupings French : GIE European : GEIE Partnerships Non profit organisations Sociétés en Participation Associations Sans But Lucratif (ASBL) 3

NEW STRUCTURE Ph. D Others Frankfurt Stock Market RACER φ Contribute S. A. s 100% of Derif Shares RECAR HOLDING 28 million shares BINTEC COM SARL of AG Bintec locked up Purchase for 28 million shares + 6 million 100% DERIF S. A. 100% NEW CO SPV S. A. FISCAL UNITY New Co interests offset against Derif profits Lend Borrow BANKS 78 + 6 = 84 4

FISCAL UNITY REGULATED BY ARTICLE 223 A TO 223 Q OF THE FRENCH TAX CODE (HEREINAFTER FTC) CONDITIONS : - - FRENCH COMPANIES OR FRENCH P. E. OF FOREIGN COMPANIES, WHEN THEIR PROFITS ARE SUBJECT TO FRENCH CORPORATE INCOME TAX LEVIED AT THE « COMMON RATE » (Ie. 331/3%) WITH A 95% STAKE IN OTHER FRENCH COMPANIES OR, AS FROM JANUARY 1 ST 2010, EEE COMPANIES, DEFINED AS ABOVE, AS LONG AS, IN TURN, THEY ARE NOT OWNED BY MORE THAN 95% BY A COMPANY AS DEFINED ABOVE. CONSEQUENCES PROFITS AND LOSSES CAN BE OFFSET WITHIN THE GROUP FOR 5 YEARS. 5

FINANCING BANKS VERSUS PARENT COMPANIES INTEREST PAID TO BANKS: • TREATY COUNTRIES : 0% • « COOPERATIVE » COUNTRIES : 21% • LOANS COMPLETED BEFORE JAN. 1 ST 2010 : 0% • « UNCOOPERATIVE TAX HEAVENS » : 30% TAX WITHHELD • BLACK LISTED COUNTRIES : 75% TAX WITHHELD THE FOLLOWING COUNTRIES ARE CONCERNED : BOSTWANA, BRUNEI, GUATEMALA, MARSHALL ISLANDS, NAURU, NIUE, PANAMA THE FOLLOWING COUNTRIES SHALL BE CONCERNED ACCORDING TO THE EU REGULATIONS BAHRAIN, GUAM, NAMIBIA, PALAU, SAINT-LUCIA, SAMOA, AMERICAN SAMOA, TRINIDAD & TOBAGO. 6

FINANCING BANKS VERSUS PARENT COMPANIES INTEREST PAID TO A SHAREHOLDER CAN ONLY BE DEDUCTIBLE, FOR TAX PURPOSE, IF: • SHARE CAPITAL IS ENTIRELY PAID UP; • INTEREST RATES ARE LIMITED BY A FORMULA : AS OF DECEMBER 31 st, 2017 THIS RATE WAS 1, 67%; OR THE MARKET RATE, IF BEYOND, FOR LOANS GRANTED BY A PARENT COMPANY WHICH OWNS MORE THAN 50% OF THE SHARE CAPITAL. TOGETHER WITH THE PROOF THAT THE LENDER SUFFERS CORPORATE INCOME TAX ON THE INTERESTS AT A RATE WHICH REPRESENTS AT LEAST 25% OF THE NORMAL RATE OF THE FRENCH CIT. 7

FINANCING BANKS VERSUS PARENT COMPANIES IF THIN CAPITALIZATION, FOR LOANS GRANTED BY A PARENT COMPANY WITH MORE THAN 50% STAKE IF THE THREE FOLLOWING LIMITS ARE REACHED: • • • LOANS EXCEED 1. 5 TIMES THE NET WORTH OF THE BORROWER, INTEREST PAID EXCEEDS 25% OF THE NET OPERATING PROFITS, BEFORE TAX INTEREST PAID TO PARENT COMPANIES EXCEED THOSE RECEIVED FROM SUCH COMPANIES. THE AMOUNT OF INTEREST EXCEEDING THE HIGHEST OF THOSE THREE LIMITS, ABOVE € 150 000, IS DEEMED TO BE DIVIDENDS : • • THE FRACTION OF THE REINTEGRATED INTEREST CAN BE DEDUCTED FOR THE FOLLOWING FINANCIAL YEARS, UP TO A MAXIMUM OF 25% OF THE CURRENT RESULT, BEFORE TAX POSSIBLY SUBJECT TO A WITHHOLDING TAX. 8

WHEREAS 1) GOODWILL DIFFERENCE BETWEEN • BOOK VALUE (OR FACE-VALUE) BOOK VALUE : VALUE OF THE SHARES WHEN CONTRIBUTED (IN THE PRESENT CASE, NO BENEFIT BECAUSE NO C. G. ) AND • FAIR MARKET VALUE 2) ADVISABLE ENCLOSE THE LOI AS AN APPENDIX 9

ARTICLE 1 - SALE AND PURCHASE • THE WHOLE OF THE SHARES ALTERNATIVE PUTS AND CALLS • FULL RIGHT TO DIVIDENDS TITLE TRANSFERRED AT COMPLETION, WITH A RETROACTIVE EFFECTIVE DATE OF USE (REF REAL ESTATE TRANSACTIONS) FOR STOCK EXCHANGE REPORTING PURPOSES • 10

ARTICLE 2. PRICE AND PAYMENT CONDITIONS CASH CONSIDERATION PRICE SHARES CONSIDERATION ACHIEVED 100% SALES EARN OUT 99 --- 90% SALES ACHIEVED 50% 12 MONTHS SHARES LOCKED UP 50% 6 MONTHS 11

ARTICLE 3 - CONDITIONS PRECEDENT • AN EXTRAORDINARY SHAREHOLDERS’ MEETING WAS PROVIDED BECAUSE, ORIGINALLY, A CONTRIBUTION OF SHARES WERE EXPECTED 12

Ph. D Share Capital Increase Others Frankfurt Stock Market Contributes 28/78 RACER φ S. A. BINTEC S. A. Sales 50/78 100% Shares 28/78 Cash 50/78 DERIF S. A. DRAW BACKS: • FINANCIAL COST, NO FISCAL UNITY POSSIBLE • HOW TO PROCEED WITH THE EARNOUT? (6 MILLION, CONTINGENT) 13

ARTICLE 3 - CONDITIONS PRECEDENT • BANK GUARANTEE (REASON WHY RECAR HOLDING SARL WAS SET UP ) • CERTIFICATE OF GOOD CONDUCT, THE COMPANY HAS BEEN MANAGED WITH PRUDENT MAN PRINCIPLES • CERTIFICATE OF MARKETABILITY OF THE SHARES • CERTIFICATE DETERMINING THE SHARES VALUE 14

SECURITIES - PART OF THE PRICE UNPAID - GUARANTEE AT FIRST SIGHT (GARANTIE A PREMIERE DEMANDE) - ESCROW ACCOUNT - GUARANTEE (CAUTION) - PLEDGE 15

ARTICLE 4 COMPLETION WITHIN THE 3 DAYS FOLLOWING THE FULFILMENT OF THE LAST CONDITION PRECEDENT • SHARE TRANSFER FORM • 16

ORDRE DE MOUVEMENT DE TITRES DESIGNATION DE LA SOCIETE NATURE DES TITRES NOMINAL QUANTITE EN LETTRES JOUISSANCE EN CHIFFRES NATURE DU MOUVEMENT LA REALISATION DU MOUVEMENT EST DEMANDEE PAR LE TITULAIRE N° COMPTE ACTIONNAIRE AU PROFIT DU BENEFICIAIRE N° COMPTE ACTIONNAIRE CADRE RESERVE A L’EMETTEUR DATE DE RADIATION DU TITULAIRE INSCRIT DATE D’INSCRIPTION AU COMPTE DU BENEFICIAIRE CADRE RESERVE AU DONNEUR D’ORDRE DATE D’EMISSION DE L’ORDRE 1 SIGNATURE DU DONNEUR D’ORDRE “ Bon pour transfert de XXX actions ” 17

ARTICLE 4 COMPLETION • RESIGNATION OF THE BOARD MEMBERS FOLLOWING THE MEETING • RESIGNATION OF THE AUDITOR : UNAUTHORIZED • THE CHEQUE !!! • THE SHARES TITLE 18

ARTICLE 5 – VENDORS’ OBLIGATIONS FROM EXECUTON OF THE LOI TO COMPLETION A. B. C. D. E. F. G. H. I. J. K. L. M. NO MATERIAL ADVERSE CHANGE, MANAGEMENT IN A PRUDENT AND APPROPRIATE MANNER TO COMPLY WITH LAWS NO MODIFICATION IN THE ARTICLES OF ASSOCIATION NO MODIFICATION IN THE LABOUR AGREEMENT ACCESS TO BOOKS SPECIAL CONTRACTS CAPITAL EXPENDITURES (50 K) LOANS (400 K) CAPITAL REDEMPTION DISCOUNTED DEBTS CONTRACT WITH ASSOCIATED COMPANIES ASSIGNMENT OF CONTRACTS CONSULTATION FOR THE MANAGEMENT 19

ARTICLE 6 - REPS AND WARS 6. 1 CORPORATE EXISTENCE a - TYPE OF ENTITY b - ARTICLES OF ASSOCIATION c - INSOLVENCY d - AUTHORISATIONS e - MEMBERS OF PARNERSHIP: LIABILITY f - LIABILITY AS A BOARD MEMBER 20

ARTICLE 6 - REPS AND WARS 6. 2 THE SHARES a - PHANTOM SHARES b – WARRANTS (BSA, ORA…. ) c - LIENS OR ENCUMBRANCES – WHERE TO CHECK ? 6. 3 EFFECTS OF THE TRANSFER OF SHARES TO THE BEST OF THE VENDOR’S INFORMATION AND BELIEF …. . 21

ARTICLE 6 - REPS AND WARS 6. 4 FINANCIAL STATEMENTS AUDITED F. S. / UNAUDITED INTERIM F. S. 6. 5 RECEIVABLES ACCURATE 6. 6 INVENTORIES ACCURATE – NET REALISABLE VALUE OR AT COST 22

ARTICLE 6 - REPS AND WARS 6. 7 TAXES STATUTE-BARRED LIMITATION 6. 8 ASSETS UNENCUMBERED : WHERE TO CHECK ? 6. 9 LEASES - COMMERCIAL LEASES 9 YEARS - COMMITMENTS NOT REGISTERED IN THE B/S 23

ARTICLE 6 - REPS AND WARS 6. 10 INTELLECTUAL PROPERTIES PATENTS, TRADEMARKS, COPYRIGHTS…. REGULARLY FILED, OWNED WITH UNFETTERED RIGHTS TO USE 6. 11 CONTRACTS 6. 12 PERSONNEL 6. 13 INSURANCE 24

ARTICLE 6 - REPS AND WARS 6. 14 PRODUCT LIABILITY 6. 15 CRIMINAL LIABILITY C. PEN. ART 121 -2 FINES – LIQUIDATION – PROHIBITION TO PERFORM CERTAIN ACTIVITIES FOR A MAXIMUM OF 5 YEARS EXISTENCE OF A CRIMINAL RECORD (ART 768 - 1 CPP) 25

ARTICLE 6 - REPS AND WARS 6. 16 ENVIRONMENT 6. 17 LITIGATION 26

ARTICLE 7 - INDEMNIFICATION 7. 1 VENDOR’S LIABILITY - LIMITATIONS : - 15 MILLION FOR 18 MONTHS - 10 MILLION FOR THE FOLLOWING 18 MONTHS - DE MINIMIS – DEDUCTIBLE – THRESHOLD HERE DEDUCTIBLE 400 K 27

ARTICLE 7 - INDEMNIFICATION 7. 2 SECURITY INTEREST - DURING THE 3 YEARS FOLLOWING COMPLETION A BANK GUARANTEE OF 10 MILLION PLUS - DURING ONE YEAR, A PLEDGE ON THE LOCKED SHARES FOR UP TO AN AMOUNT OF 7 MILLION 28

ARTICLE 7 - INDEMNIFICATION 7. 3 INDEMNIFICATION PRICE REDUCTION→BUYER IS INDEMNIFIED OR INDEMNIFICATION OF THE COMPANY WITHIN THE 3 YEARS FOLLOWING COMPLETION DATE NO INDEMNIFICATION IF SUFFICENT RESERVES POSTED IN THE BALANCE SHEET 29

INDEMNIFICATION TAX REGIME INDEMNIFIES BUYER INDIVIDUAL INDEMNIFIES TARGET VENDOR DEDUCTABILITY Reassessment of the Capital gain 31 -12 of the Second Year L. T. INDEMNIFIES BUYER: CAPITAL LOSS S. T COMPANY INDEMNIFIES TARGET: TOTALLY TAX DEDUCTIBLE INDIVIDUAL: NOT TAXABLE, REDUCES ACQUISITION PRICE BUYER INDEMNITY: TAXABLE COMPANY BENEFICIARY REDUCTION OF PRICE: AMOUNT RECEIVED IS OFFSET AGAINST THE BOOK VALUE OF THE SHARES TAXATION TARGET WHEN A REASSESMENT CONCERNED A DEDUCTIBLE CHARGE: NEUTRAL WHEN THE REASSESMENT CONCERNED A NON-DEDUCTIBLE CHARGE: TAXABLE (Z. B. CIT) 30

THANK YOU 31