Agreement on the Irrevocable Undertaking, dated February 15, 2021, Dr. Bjrn Eberleh, BorgWarner Inc. and Blitz F21-842 AG

Dr Björn Eberleh, born on January 19, 1976, residing at Bickenbacher Straße 40, 64665 Alsbach-Hähnlein, Germany (the Shareholder);

Blitz F21-842 AG (in future: ABBA BidCo AG), a stock corporation (Aktiengesellschaft) incorporated under the laws of Germany, having its registered office at Frankfurt am Main, Germany, and registered with the Local Court of Frankfurt am Main under no. HRB 121819 (the Bidder); and

BorgWarner Inc., a corporation incorporated under the laws of the State of Delaware, United States of America, having its registered office at 3850 Hamlin Road, Auburn Hills, Michigan 48326, United States of America (BW and together with the Bidder the Acquirors)

(the Shareholder, Bidder and BW each a Party and together the Parties).

AKASOL AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of Germany, having its registered office at Darmstadt, Germany, and registered with the commercial register of the Local Court of Darmstadt under HRB 97834 (the Target, and including its subsidiaries from time to time Target Group). The share capital (Grundkapital) of the Target amounts to EUR 6,061,856 and is divided into 6,061,856 non-par value bearer shares (auf den Inhaber lautende Stückaktien) with a proportionate amount of EUR 1.00 per share of the share capital (each a Target Share and collectively Target Shares). The Target Shares are admitted to trading on the regulated market (Regulierter Markt) with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange under ISIN DE000A2JNWZ9).

The Shareholder holds a total of 158.941 Target Shares (the Shareholder’s Shares). The Shareholder’s Shares represent approximately 2.62 per cent of the issued and outstanding share capital of the Target as of the Effective Date (as defined in clause 1.1(a)) and are held in a securities deposit with Volksbank Darmstadt in Germany, as confirmed by the deposit confirmation issued by Volksbank Darmstadt, Germany and attached hereto as Schedule B.

Bidder, an indirectly wholly-owned subsidiary of BW, considers to make a voluntary public takeover offer within the meaning of Section 29 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) for the purchase of all Target Shares against cash consideration per Target Share (the Offer).

The Shareholder intends to tender all Shareholder’s Shares into the Offer subject to the terms and conditions agreed herein.

Bidder’s Obligations regarding the Offer

The Bidder hereby undertakes to

announce its intention to launch the Offer in accordance with Section 10 para. 1 sentence 1 and para. 3 sentence 1 WpÜG immediately after execution of this Agreement (the Effective Date);

submit a formal offer document (Angebotsunterlage) describing the terms and conditions of the Offer (the Offer Document) and which has been prepared in accordance with the Takeover Act and the German Regulation on the Content of the Offer Document, the Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Submit a Tender Offer (WpÜG-Angebotsverordnung) to the German Federal Financial Supervisory Authority (Bun-desanstalt für Finanzdienstleistungsaufsicht – BaFin) for its review within the time period prescribed in Section 14 para. 1 WpÜG and which shall have a maximum offer period (Section 16 para. 1 WpÜG) of six (6) weeks and which reflects the terms and conditions of this Agreement, in particular as set forth in clauses 1.2 and 1.3 and shall otherwise correspond to the requirements set forth in the Business Combination Agreement executed on or about the date hereof between the Target and the Acquirors (Business Combination Agreement);

not apply for any extension of the notice period by the BaFin pursuant to Section 14 para. 1 sentence 3 WpÜG, unless the Shareholder gives its prior written consent;

publish the Offer Document within the time period prescribed in Section 14 para. 2 WpÜG, provided that the publication of the Offer Document is not prohibited by the BaFin; and

settle the Offer by payment of the Offer Price (as defined in clause 1.3) (the Offer Completion) against simultaneous transfer of the tendered Target Shares without undue delay and in any event no later than seven (7) Business Days (meaning a day on which banks in Frankfurt am Main, Germany, are open for general commercial business), which obligation shall arise only after (i) the additional acceptance period within the meaning of Section 16 para. 2 WpÜG has expired and (ii) all Offer Conditions have been satisfied or validly waived.

The Offer Document shall only contain those conditions within the meaning of Section 18 para. 1 WpÜG (Angebotsbedingungen) as set out in Schedule 1.2. For the avoidance of doubt, the Offer Document shall not provide for a minimum acceptance threshold (Mindestannahmeschwelle) in excess of a number of Target Shares equal to the sum of 50% of the number of Target Shares issued plus one Target Share.

The consideration per share (Gegenleistung) to be offered to the shareholders of the Target in the Offer Document shall be in cash only and shall be at least EUR 120.00 per Target Share (the Offer Price). For the avoidance of doubt, the Shareholder shall not be obliged to accept the Offer if the consideration per share in the Offer Document is below the Offer Price. In the event of (x) any subsequent voluntary increases of the Offer Price or (y) any mandatory increases of the Offer Price pursuant to Section 31 para. 1, 4 through 7 WpÜG and Sections 3 to 5 WpÜG-Angebotsverordnung, the Shareholder hereby irrevocably waives its right to receive any consideration exceeding the Offer Price and shall be obligated to pay back to the Bidder within four (4) Business Days after the Offer Completion, with respect to each of Shareholder’s Shares, an amount equal to the difference between the initial Offer Price of EUR 120.00 per Target Share and the increased offer price paid by the Bidder at the Offer Completion.

BW hereby guarantees by way of an independent promise of guarantee (selbständiges Garantieversprechen) within the meaning of Section 311 para. 1 German Civil Code (Bürgerliches Gesetzbuch, BGB) that the Bidder will be in position to finance the settlement of the Offer and that a securities services enterprise independent from the Acquirors and their affiliates within the meaning of Section 15 German Stock Corporation Act (Aktiengesetz) (Affliliates) will issue a financing confirmation in accordance with Section 13 WpÜG (the Financing Confirmation).

Shareholder’s Obligations regarding the Acceptance of the Offer

Subject to the Offer Document having been published and fulfilling the requirements set forth in clause 1.1(b), the Shareholder hereby undertakes:

to accept the Offer in respect of all Shareholder’s Shares pursuant to the terms and provisions of the Offer Document no later than within three (3) Business Days (i.e. days on which banks are open for business in Frankfurt am Main) after commencement of the acceptance period pursuant to Section 16 para. 1 WpÜG;

not to challenge (anfechten) or withdraw from (zurücktreten) any such acceptance, including pursuant to Section 21 para. 4 WpÜG and Section 22 para. 3 WpÜG, and thereby to waive any withdrawal that may exist under the WpÜG or other legislation with regard to the agreements resulting from acceptance of the Offer; however, should the Bidder increase the Offer, the Shareholder shall be entitled to withdraw from the Offer pursuant to section 21 para. 4 WpÜG; in such case, the Shareholder undertakes to accept the Bidder´s increased Offer immediately after the withdrawal but at the latest three (3) Business Days after the publication of the amendment to the Offer; and

to the extent legally permissible, to abstain from any act which should reasonably be expected to materially jeopardize or adversely affect the success of the Offer (in particular the satisfaction of the offer conditions pursuant to clause 1.2).

For the avoidance of doubt, the Parties confirm that this Agreement does not constitute a sale and purchase and/or transfer agreement and/or option agreement for the Shareholder’s Shares, which shall exclusively be executed under the terms of the Offer Document.

The Shareholder shall immediately notify the Acquirors after the Shareholder accepts the Offer in accordance with clause 2.1.(a).

With regard to the undertaking pursuant to clause 2.1(a) and the acceptance of the Offer, no consent according to Section 1365 BGB by Shareholder’s spouse is required.

Lock up, Standstill, Non-compete

From the Effective Date until the earlier of (i) Offer Completion and (ii) the termination of this Agreement in accordance with its terms, the Shareholder shall not sell, transfer, charge, encumber, grant any option over or otherwise dispose of any interest in any of the Shareholder’s Shares, other than pursuant to its acceptance of the Offer or of an increased or otherwise revised Offer.

From the Effective Date until the earlier of (i) Offer Completion and (ii) three (3) months following the termination of this Agreement in accordance with its terms, the Shareholder shall not buy or acquire any Target Shares or shares in its subsidiaries or any specific financial instruments relating to such shares, unless BW gives its prior written consent.

For a period of two (2) years from the date of Offer Completion, the Shareholder shall not, and shall procure that none of its respective Affiliates, directly or indirectly, develop, manufacture, market, sell or distribute products which are of the same kind as products developed, manufactured, marketed, sold or distributed (or are in an advanced stage for sale or distribution) by the Target or its Affiliates at the date of Offer Completion including improved versions or updates as well as successor models, and including, furthermore, products which are fully developed but not yet marketed (together Relevant Products). The Shareholder shall not, and shall procure that none of its respective Affiliates will, directly or indirectly, hold or acquire any shares or interests in a company which develops, manufactures, markets, sells or distributes Relevant Products, unless the shares or interests are acquired or held purely for financial investment purposes and do not grant the acquirer, directly or indirectly, management functions or any material influence in the competing company.

Clause 3.3 applies only to the territorial area in which the Company or its Affiliates carry out business activities at the time of Offer Completion or territorial areas where the Company or its Affiliates were planning to enter at such time, provided they already made investments or otherwise incurred expenses in relation to the entry into the relevant territorial area. The Parties are in agreement that any entitlement that the Shareholder may have to a non-compete compensation shall be settled by the purchase price.

Representations and Warranties by the Shareholder; Remedies

Shareholder’s Guarantees

The Shareholder hereby guarantees to the Acquirors by way of an independent promise of guarantee (selbständiges Garantieversprechen) within the meaning of Section 311 para. 1 BGB that as of the Effective Date the statements made below are, and as of the date of the Offer Completion will continue to be, true, complete and not misleading:

No bankruptcy, insolvency or similar proceedings in any jurisdiction have been commenced or applied for with respect to the Shareholder and the Shareholder is not unable to pay its due debts (zahlungsunfähig) or for other reasons compelled to apply for the commencement of bankruptcy, insolvency or similar proceedings under applicable law. To the Knowledge of the Shareholder (as defined in clause 4.2), as of the Effective Date, no bankruptcy, insolvency or similar filings have been threatened in writing with respect to the Shareholder.

The information contained in Preamble (B) is correct and not misleading.

The Shareholder is the sole legal and beneficial owner of the Shareholder’s Shares.

The Shareholder’s Shares have been fully paid up and no contributions have been returned (Einlagenrückgewähr) in respect thereof.

The Shareholder is entitled to freely dispose of the Shareholder’s Shares subject only to restrictions under applicable law (including merger control and other regulatory laws). The Shareholder’s Shares are (i) free of any rights of third parties, including but not limited to liens, charges and other encumbrances (dingliche Belastungen), except for security interest of Clearstream Banking AG and/or the Shareholders depositary bank (if any), and (ii) not subject to any options, pre-emption rights, rights of first refusal or similar rights of third parties.

The Shareholder’s Shares are held by the Shareholder for its own risk and account and are not subject to any shareholders’ voting, trust, pooling, consultation or similar agreements or arrangements.

As of the Signing Date, the Shareholder’s entering into this Agreement and the performance of the Shareholder’s respective obligations hereunder neither require any approval or consent by any court, governmental authority or other third party (except for approvals or consents which are Offer Conditions) nor violate any judicial or governmental order or decree or any applicable law.

To the Knowledge of the Shareholder, on the Effective Date and on the date of Offer Completion, all notice and disclosure duties of the Shareholder under Section 20, 21 of the AktG, Section 33 et seq. of the Securities Trading Act (Wertpapierhandelsgesetz, WpHG), if applicable and as amended from time to time, have always been discharged in a timely and proper manner.

Knowledge of Shareholder

In this Agreement, the Shareholder shall be deemed to have had Knowledge of the Shareholder if, as of the Effective Date, the Shareholder had actual knowledge (positive Kenntnis).

No Further Representations

The Shareholder makes no representations and warranties or guarantees other than those expressly and conclusively set forth in clause 4.1. The Parties agree that the statements contained in clause 4.1 shall not constitute a quality guarantee concerning the purchase object within the meanings of Sections 443 and 444 of the German Civil Code (BGB) (keine Garantie für die Beschaffenheit oder Haltbarkeit des Kaufgegenstandes)

Remedies

If the Shareholder is in breach of any its guarantees set forth in clause 4.1 or is otherwise in breach of its obligations under this Agreement, the Shareholder shall, at his discretion, either

no later than twenty (20) Business Days after being notified by BW of such breach in writing, put the Acquirors in such position it would have been in without such breach ((restitution in kind – Naturalrestitution) or

if and to the extent such restitution in kind is impossible or the Shareholder refuses such restitution or if such restitution is not achieved within twenty (20) Business Days after the Shareholder having been notified of such breach, pay to Bidder (as reduction of the Offer Consideration) monetary damages (positives Interesse), within the meaning of Section 249 et seq. BGB, arising out of such breach, including any foreseeable consequential or indirect damages (vorhersehbare Folgeschäden oder vorherseebare mittelbare Schäden), however, excluding (i) any lost profits (Section 252 BGB), (ii) any internal administration or overhead costs and (iii) taxes or similar charges on indemnification payments.

The aggregate liability of the Shareholder under this Agreement for breaches of the Shareholder’s guarantees in clauses 4.1(f) through 4.1(j) shall be limited to twenty-five per cent (25%) of the Offer Price multiplied by the number of Shareholder’s Shares actually paid to the Shareholder upon acceptance of the Offer. The aggregate liability of the Shareholder under this Agreement for breaches of the Shareholder’s guarantees in clauses 4.1(a) through 4.1(e) shall be limited to one hundred percent (100%) of the Offer Price multiplied by the number of Shareholder’s Shares actually paid to the Shareholder upon acceptance of the Offer. Furthermore, the aggregate liability of the Shareholder for any breaches under this Agreement collectively shall be limited to one hundred percent (100%) of the Offer Price multiplied by the number of Shareholder’s Shares actually paid to the Shareholder upon acceptance of the Offer.

The Parties agree that the rights and remedies which the Acquirors may have with respect to a breach by the Shareholder of its obligations under this Agreement are limited to the rights and remedies specified in this clause 4.4. Subject to the preceding sentence, with respect to the subject matter of this Agreement, any all and all rights and remedies of any legal nature (other than the rights and claims expressly set forth in this Agreement) of the Acquirors against the Shareholder shall be expressly excluded.

The limitations set forth in this clause 4.4 shall not apply in case of fraud (arglistige Täuschung) or wilful misconduct (Vorsatz) of the Shareholder.

Representations and Warranties by the Acquirors; Remedies

Acquirors’ Guarantees

The Acquirors hereby guarantee to the Shareholder by way of an independent promise of guarantee (selbständiges Garantieversprechen) within the meaning of Section 311 para. 1 BGB that as of the Effective Date the statements made below are, and as of the date of the Offer Completion will continue to be, true, complete and not misleading:

The Bidder is a stock corporation (Aktiengesellschaft), duly incorporated and existing under the laws of Germany, duly represented by its board of directors. BW is a corporation incorporated under the laws of the State of Delaware, United States of America and duly represented by its board of directors. BW, indirectly through BorgWarner US Holding LLC, a corporation incorporated under the laws of the State of Delaware, United States of America, having its registered office at 3850 Hamlin Road, Auburn Hills, Michigan 48326, United States of America, has unrestricted ownership of all shares in the Bidder.

No bankruptcy, insolvency or similar proceedings in any jurisdiction have been commenced or applied for with respect to either of the Acquirors and neither of the Acquirors is over-indebted (überschuldet) or unable to pay its due debts (zahlungsunfähig) or for other reasons compelled to apply for the commencement of bankruptcy, insolvency or similar proceedings under applicable law. To the Knowledge of either of the Acquirors (as defined in clause 5.2), as of the Effective Date, no bankruptcy, insolvency or similar filings have been threatened in writing with respect to either of the Acquirors.

Both of the Acquirors have full authority and capacity to enter into and perform their respective obligations under this Irrevocable, including the consummation of the Offer. The Acquirors' entering into this Agreement and the performance of the Acquirors' respective obligations hereunder do not violate the articles of association (or similar document) or bylaws of either of the Acquirors and have been duly authorized by all necessary corporate actions on the part of each of the Acquirors. As of the Signing Date, the Acquirors' entering into this Agreement and the performance of the Acquirors' respective obligations hereunder neither require any approval or consent by any court, governmental authority or other third party (except for approvals or consents which are Offer Conditions) or violate any judicial or governmental order or decree or any applicable law.

The Acquirors have complied in all material respects with all capital market laws and regulations in Germany and the United States of America applicable to any transaction contemplated by this Agreement including, but not limited to, notification requirements, insider trading and market manipulation rules. None of the Acquirors, any Affiliate of either of the Acquirors, or any entity acting collectively with the Acquirors within the meaning of Section 2 para. 5 WpÜG has before the signing of this Agreement acquired or agreed to acquire or will acquire within a period that will be relevant under the minimum pricing rules pursuant to Section 31 WpÜG and Section 3 et seq. of the Takeover Regulation (WpÜG-Angebotsverordnung) any Target Shares for a consideration per share exceeding the Offer Price.

The Bidder is acquiring the Shareholder’s Shares for its own account as well as for investment and not with a view to any sale, distribution or other disposal thereof. Neither of the Acquirors is acting in the interest or for the account of any unaffiliated third party. BW has no intention to sell, distribute other otherwise dispose of any shares held in the Bidder to an entity outside its group.

Knowledge of the Acquirors

In this Agreement, the Acquirors shall be deemed to have had Knowledge of either Acquiror, as of the Effective Date, any executive officer of BW or any member of Bidder’s management board (as the case may be) had actual knowledge (positive Kenntnis) or any lack of knowledge due to gross negligence (grob fahrlässige Unkenntnis).

Remedies

If either of the Acquirors is in breach of its guarantees set forth in clause 5.1, the Acquirors shall be jointly and severally liable (haftend als Gesamtschuldner) either (i) no later than twenty (20) Business Days after being notified by the Shareholder of such breach in writing, to put the Shareholder in such position it would have been in without such breach (Naturalrestitution) or (ii) after the expiration of such period or earlier at the Shareholder's sole discretion, to pay to the Shareholder an amount equal to any damages (positives Interesse), within the meaning of Section 249 et seq. BGB arising out of such breach, including any foreseeable consequential or indirect damages (vorhersehbare Folgeschäden oder vorhersehbare mittelbare Schäden), however, excluding (i) any lost profits (Section 252 BGB), (ii) any internal administration or overhead costs and (iii) taxes or similar charges on indemnification payments.

Announcements

Immediately after the Effective Date, Bidder will publish the announcement of the Offer, also stating the Offer Price, in accordance with Section 10 para. 1 sentence 1 and para. 3 sentence 1 WpÜG and a corresponding press release.

The Acquirors can refer to this Agreement and its content in the course of market standard investor relations and/or analyst communications and in their announcements and disclosure in connection with the Bidder’s decision to make the Offer.

None of the Parties shall make any further public announcements or press releases in relation to the contents of this Agreement, unless otherwise agreed between the Parties in writing, explicitly provided for in this Agreement or required by applicable law stock market regulation, in the discretion of the disclosing party exercised in good faith, or upon request of a competent authority or stock market.

Transfer of Intellectual Property

The Shareholder shall transfer and assign all Shareholder IP to the Target with effect from the Offer Completion. The Shareholder shall reasonably support the Target in re-registration of such intellectual property rights, including by making statements or producing information necessary to effect the change of the registry.

Exclusion of Claims

With the exception of the Shareholder’s existing employment agreement entered into between the Target and the Shareholder (the Surviving Relationships), to the extent legally permissible, all claims and remedies of the Shareholder against a member of the Target Group (including but not limited to claims under the German Employee Invention Act), irrespective of their nature, amount and legal basis, are hereby expressly waived and excluded upon the Offer Completion with effect from the Offer Completion and therefore, from and after the Offer Completion, the Shareholder shall, not directly or indirectly, initiate or promote any such claims or remedies against the Target Group. The Shareholder shall notify the Target within three (3) Business Day after the Effective Date of such waiver.

For the avoidance of doubt, the waiver and obligation of the Shareholder pursuant to the foregoing clause 8.1 shall not apply in cases of intent (Vorsatz) or willful deceit (arglistige Täuschung) or fraudulent behavior on the part of the Acquirors.

Termination of Agreements with Target Group

With the exception of the Surviving Relationships, the Shareholder shall terminate all Related-Party Agreements upon the Offer Completion with effect from the Offer Completion.

Confidentiality

The Parties hereby undertake to each other to keep the existence and contents of this Agreement and anything set out or referred to therein, as well as the discussions between the Parties, and, in particular, terms and conditions of the Offer, strictly confidential, subject only to disclosure on a need to know basis to professional advisors, (on Shareholder’s side) to the Target and to the members of the management board and the supervisory board of the Target and their respective advisors, (on the Acquirors’ side) to sources of debt financing and the issuer of the Financing Confirmation, as provided for in this Agreement or as required, in the discretion of the disclosing party exercised in good faith, by applicable law or stock market regulation or upon request of a competent authority or stock market. Notwithstanding the foregoing, the Acquirors may disclose information regarding this Agreement, the Offer and the Target Group in meetings with its existing or prospective investors, provided that the Acquirors shall provide a copy of any presentation to be used in such an investor meeting to the Target in advance of such investor meeting.

Starting from the Offer Completion, the Shareholder hereby undertake to keep any trade and business secrets (Betriebs- und Geschäftsgeheimnisse) of the Target Group strictly confidential.

Clause 10.1 and 10.2 shall not include information that (i) is or has become known in the public domain other than through a fault of the Party obliged to hold the information confidential or of any of such Party’s Affiliates or (ii) was lawfully known to such Party or to any of such Party’s Affiliates prior to the Effective Date this Agreement and which is not subject to any other confidential obligation to the other Party or Parties concerned.

Shareholder IP

Dr Björn Eberleh, born on January 19, 1976, residing at Bickenbacher Straße 40, 64665 Alsbach-Hähnlein, Germany (the Shareholder;

Blitz F21-842 AG (in future: ABBA BidCo AG), a stock corporation (Aktiengesellschaft) incorporated under the laws of Germany, having its registered office at Frankfurt am Main, Germany, and registered with the Local Court of Frankfurt am Main under no. HRB 121819 (the Bidder), and

BorgWarner Inc., a corporation incorporated under the laws of the State of Delaware, United States of America, having its registered office at 3850 Hamlin Road, Auburn Hills, Michigan 48326, United States of America (BW and together with the Bidder the Acquirors)

(the Shareholder, Bidder and BW each a Party and together the Parties).

AKASOL AG is a stock corporation (Aktiengesellschaft) incorporated under German law, having its registered office at Darmstadt, Germany, and registered with the commercial register of the Local Court of Darmstadt under HRB 97834 (the Target).

On 15 February 2021, the Parties entered into the “Agreement on the Irrevocable Undertaking” (the Irrevocable Undertaking), where the Bidder inter alia undertakes to make a voluntary public takeover offer within the meaning of Section 29 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) for the purchase of all shares issued by the Target (the Offer), the Shareholder, inter alia, undertakes to accept the Offer in respect of all shares the Shareholder holds in the Target and the Parties, inter alia, give explicit representations and warranties.

The Parties intend to settle all disputes arising out of or in connection with the Irrevocable Undertaking by arbitration. To fulfil the formal requirements according to Section 1031 para. 5 sentence 1 of the German Civil Procedure Code (Zivilprozessordnung), the Parties enter into this separate arbitration agreement:

All disputes arising out of or in connection with the Irrevocable Undertaking or its validity shall be finally settled in accordance with the Arbitration Rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts of law. Claims of the Parties can be decided in a single arbitration (multi-party-arbitration). The arbitral tribunal shall be comprised of three members. The seat of the arbitration is Frankfurt am Main, Germany. The language of the arbitration shall be English. The rules of law applicable to the merits shall be the laws of Germany.