Share Sale and Purchase Agreement dated November 5, 2018 by and among Symbol I - T S. r.l., Symbol II - T S. r.l., Symbol III - T S. r.l., Symbol IV - T S. r.l., Symbol Holdco C-T S. r.l., and Symbol V - T S. r.l., Platin 1680 GmbH and Luxembourg Investment Company 271 S. r.l

Dr. Philipp Stoecker, born on 24 March 1983, with business address at Clifford Chance Deutschland LLP, Mainzer Landstr. 46, 60325 Frankfurt am Main, who is personally known to the notary,

Symbol I – T S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 6A route de Trèves, Senningerberg, L-2633 Luxembourg, registered in the Luxembourg Register of Trade and Companies (Registre de Commerce et des Sociétés de Luxembourg) under no. B 197720,

Symbol II – T S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 6A route de Trèves, Senningerberg, L-2633 Luxembourg, registered in the Luxembourg Register of Trade and Companies (Registre de Commerce et des Sociétés de Luxembourg) under no. B 197726,

Symbol III – T S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 6A route de Trèves, Senningerberg, L-2633 Luxembourg, registered in the Luxembourg Register of Trade and Companies (Registre de Commerce et des Sociétés de Luxembourg) under no. B 197732,

Symbol IV – T S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 6A route de Trèves, Senningerberg, L-2633 Luxembourg, registered in the Luxembourg Register of Trade and Companies (Registre de Commerce et des Sociétés de Luxembourg) under no. B 197738,

Symbol Holdco C-T S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 6A route de Trèves, Senningerberg, L-2633 Luxembourg, registered in the Luxembourg Register of Trade and Companies (Registre de Commerce et des Sociétés de Luxembourg) under no. B 197687,

Symbol V – T S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 6A route de Trèves, Senningerberg, L-2633 Luxembourg, registered in the Luxembourg Register of Trade and Companies (Registre de Commerce et des Sociétés de Luxembourg) under no. B 197753,

Dr. Jochen Scheel, born on 16 December 1965, with business address at Allen & Overy LLP, Bockenheimer Landstraße 2, 60306 Frankfurt am Main, who is personally known to the notary,

Platin 1680. GmbH (in the future: Yolk Paragon GmbH), a private limited liability company (Gesellschaft mit beschränkter Haftung) incorporated and existing under the laws of Germany, having its business office at An der Welle 4, 60322 Frankfurt am Main, Germany, registered with the commercial register (Handelsregister) of the local court of Frankfurt am Main under registration no. HRB 112859,

Luxembourg Investment Company 271 S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg, Luxembourg, registered in the Luxembourg Register of Trade and Companies (Registre de Commerce et des Sociétés de Luxembourg) under no. B 224025,

If the Asset Manager terminates early, the Performance Fee calculated based on the valuation at the time of termination will be paid at the time of divestment by the Client, but only to the extent there is no financial loss to the Client. For example, if 10 million in performance fee is due upon early termination, and the Client at divestment has 9 million to pay without incurring loss, the Asset Manager would only receive 9 million. For the purpose of calculating whether there will be loss on the investment, any performance fee due to the replacement asset manager would be excluded. In other words, the Asset Manager’s fee would be paid regardless of any fee due to the replacement asset manager, as long as such payment (without taking into consideration any performance fee due to the replacement asset manager) would not result in loss on investment.

If the Client terminates early for gross negligence, willful misconduct or fraud, no Performance Fee would be paid. If the Client terminates without cause, the Performance Fee calculated based on the valuation at the time of termination will be paid at the time of divestment by the Client without regard to whether such payment would result in loss on the investment.

The Sellers and Symbol V hold, as set out in more detail in sub-clause 1.2, all shares in the following companies ("Target Companies"):

Geschäftshaus am Gendarmenmarkt GmbH, having its registered office at c/o HauckSchuchardt, Pollux, Platz der Einheit 2, 60327 Frankfurt am Main, registered with the commercial register of the local court of Frankfurt am Main under registration no. HRB 82647 ("PropCo"), and

GMS Gebäudemanagement und Service GmbH, having its registered office at c/o HauckSchuchardt, Pollux, Platz der Einheit 2, 60327 Frankfurt am Main, registered with the commercial register of the local court of Frankfurt am Main under registration no. HRB 36774 ("OpCo"). OpCo operates the canteen and the parking garage of the Trianon Highrise (as defined below).

Most recent shareholder lists of PropCo and OpCo included in the commercial register dated 15 July 2015 were available as a print out of the electronic commercial register at the notarisation and are attached as Annex 1.1.2. A new shareholder list reflecting the transfer of one additional share in PropCo from Seller 4 to Symbol V has been signed by the Notary and submitted today to the commercial register; a copy thereof is attached as part of Annex 1.1.2.

The Seller 1 holds 5,760 shares (i.e. 22.5% of the shares in PropCo) with a nominal value of EUR1.00 each (serial numbers 4 – 2,591, 11,504 -14,383 and 24,304 – 24,595) in PropCo ("Sold Shares 1").

The Seller 2 holds 5,760 shares (i.e. 22.5% of the shares in PropCo) with a nominal value of EUR1.00 each (serial numbers 2,592 -5,179, 14,384 – 17,263 and 24,596 – 24,887) in PropCo ("Sold Shares 2").

The Seller 3 holds 5,760 shares (i.e. 22.5% of the shares in PropCo) with a nominal value of EUR1.00 each (serial numbers 5,180 – 7,766, 17,264 – 20,143 and 24,888 – 25,180) in PropCo ("Sold Shares 3").

The Seller 4 holds 5,759 shares (i.e. 22.4960% of the shares in PropCo) with a nominal value of EUR1.00 each (serial numbers 7,767 – 10,353, 20,144 – 23,023 and 25,181 – 25,472) in PropCo ("Sold Shares 4").

The aforementioned shares held by the Sellers 1 through 4 in PropCo are herein collectively referred to as the "Sold PropCo Shares".

2,561 shares (i.e. 10.0039% of the shares in PropCo) with a nominal value of EUR1.00 each (serial numbers 10,354 – 11,503, 23,024 – 24,303 and 25,473 –25,603) in PropCo are held by Symbol V.

Furthermore, OpCo Seller holds two shares (i.e. 100% of the shares in OpCo) with a nominal value of EUR13,000.00 each in OpCo ("Sold OpCo Shares").

The Sold PropCo Shares and the Sold OpCo Shares are herein collectively referred to as the "Sold Shares".

PropCo is the owner of or, as indicated in Annex 1.3.1, holder of a ground lease (Erbbaurecht) for the real property shown in the land register excerpts attached as Annex 1.3.1 (collectively "Real Property").

The Real Property comprises the Trianon high-rise building located Mainzer Landstraße 16, Frankfurt am Main ("Trianon Highrise"), and two adjoining residential properties located Klüberstraße 6-10 and Zimmerweg 8, Frankfurt am Main.

The term Real Property also includes the properties' constituent parts (wesentliche Bestandteile) and, to the extent owned by the Target Companies on the Closing Date, its equipment (Zubehör) in the meaning of section 97 of the German Civil Code ("BGB").

The Buyers shall (indirectly through the acquisition of the Sold Shares and the Sold Symbol V Shares) acquire and assume the Real Property with all registered and unregistered encumbrances and restrictions to which it is subject on the Closing Date (other than the Helaba Land Charges) as well as all registered and unregistered entitlements (provided that, with regard to encumbrances capable of registration in the land register, this shall only apply to those encumbrances that exist at the Signing Date, are permitted under this Agreement or to which the Buyers have granted their written consent).

The Parties have, for the purposes of this Agreement, agreed on a debt free fixed value of the Real Property of EUR669,392,218.67 ("Fixed Property Value") and a fixed value of OpCo's fixed assets and contracts of EUR607,781.33 ("Fixed GMS Asset Value") (totalling an amount of EUR670,000,000).

OpCo Seller is the lender and Symbol V is the borrower under that certain (i) shareholder loan dated 30 June 2016 with an original principal amount of EUR17,563,206 bearing interest at a rate of 2.2% per annum ("2.2% Shareholder Loan"), (ii) shareholder loan dated 30 June 2016 with an original principal amount of EUR1,672,686 bearing interest at a rate of 0.5% per annum ("0.5% Shareholder Loan") and (iii) shareholder loan dated 30 June 2016 with an original principal amount of EUR 1,672,686 bearing interest at a rate of 1.1% per annum ("1.1% Shareholder Loan") (the 1.1% Shareholder Loan, the 0.5% Shareholder Loan and the 2.2% Shareholder Loan collectively the "Symbol V Shareholder Loans"). Copies of the Symbol V Shareholder Loans are attached as Annex 1.5.1.

A portion of the outstanding amount of the 2.2% Shareholder Loan (in an amount of EUR5,000,000) shall be replaced on Closing with (and converted in) preferred equity certificates ("PECs") pursuant to sub-clause 2.3.2. The PECs shall be retained by OpCo Seller. The Symbol V Shareholder Loans, to the extent not converted into PECs, shall be sold to Buyer 2, as set out in more detail in sub-clauses 2.3 and 3.3 on the Closing Date, and shall be converted to Symbol V Buyer PECs (as defined below) on the same date as set out in sub-clause 2.3.4.

PropCo is the lender under certain upstream loans to Seller 1, Seller 2, Seller 3 and Seller 4 dated 5 November 2018 with a total original principal amount of EUR18,828,522.76 bearing interest at a rate of 1.5 % per annum ("Existing Upstream Loans").

The Sellers shall procure that the Existing Upstream Loans be increased or new upstream loans be granted by PropCo to some or all of the Sellers:

in the amount of the proceeds from the sale of the Interest Cap pursuant to sub-clause 5.5; and

in order to distribute cash in excess of the targeted cash amount (c.f. sub-clause 6.2.1(b)(vii) of PropCo to the Sellers

PropCo shall notify the Buyers by email no later than on the Scheduled Closing Date of the total repayment amount outstanding under the Upstream Loans (including, for the avoidance of doubt, any Additional Upstream Loans granted pursuant to sub-clause 1.6.2) as at the Scheduled Closing Date, and shall state the daily interest amount from the Scheduled Closing Date onwards ("Upstream Loan Amount").

With effect from the Closing, Buyer 2 shall assume any and all liabilities under the Upstream Loans (other than any liabilities of Symbol V under the Upstream Loans, if any) whereby Seller 1, Seller 2, Seller 3 and Seller 4 shall be released from all their obligations under the Upstream Loans (befreiende Schuldübernahme). For the avoidance of doubt, the compensation for the Upstream Loans shall not be paid in cash but in lieu of performance (an Erfüllungs Statt) by way of assumption of liabilities by Buyer 2 in accordance with the preceding sentence.

The Sellers are joint and several debtors (Gesamtschuldner) for their obligations under this Agreement.

The Sellers are jointly and severally entitled creditors (Gesamtgläubiger) with regard to payment and other claims of the Sellers under this Agreement.

All termination, withdrawal and election rights of the Sellers under or in connection with this Agreement may only be exercised by the Sellers jointly.

The Sellers herewith authorise (bevollmächtigen) each other to give and receive all declarations under this Agreement for and on behalf of the relevant other Seller.

The knowledge of any individual listed in Annex 10.4 shall be attributed to all Sellers.

The Buyers are always joint and several debtors (Gesamtschuldner) for their obligations under this Agreement.

All termination, withdrawal and election rights of the Buyers under or in connection with this Agreement may only be exercised by the Buyers jointly.

The Buyers authorise (bevollmächtigen) each other to give and receive all declarations under this Agreement for and on behalf of the relevant other Buyer.

The knowledge of any individual listed in Annex 11.4.3 shall be attributed to both Buyers.

Without undue delay after the fulfilment of the condition precedent pursuant to sub clause 7.1.4 to conclude with Dietz a share sale and transfer agreement by accepting the binding offer of Dietz (UR-no. 122/2018 of the Notary dated 6 November 2018 ("Dietz SPA")) pursuant to which, with effect of Closing:

1,249 (i.e. 9.992% of the shares in Symbol V) with a nominal value of EUR1.00 each in Symbol V ("Sold Symbol V Shares") shall be sold and transferred by Dietz to Buyer 2; and

Dietz Group and Buyer 2 shall agree on new articles of association of Symbol V and PropCo as attached to the Dietz SPA and shall hold on the Closing Date an extraordinary shareholders’ meeting resolving inter alia upon the full amendment and restatement of such articles of association;

Dietz Group and Buyer 2 shall agree on the put and call options in respect of the remaining 90.008% of the shares in Symbol V that are (initially) retained by Dietz Group pursuant to the draft agreements as attached to the Dietz SPA; and

To pay the respective purchase price payable to Dietz under the Dietz SPA when due (whereby the closing under the Dietz SPA shall occur at the same time as the Closing under this Agreement).

No later than three (3) Business Day prior to the Scheduled Closing Date OpCo Seller shall notify the Buyers by email of the total amount outstanding under the Symbol V Shareholder Loans as at the Scheduled Closing Date, and shall state the daily interest amount from the Scheduled Closing Date onwards ("Symbol V Shareholder Loan Amount").

On the Closing Date, Symbol V, as issuer, and OpCo Seller, as holder, shall enter into a subscription agreement for the issuance of a certain number of preferred equity certificates ("Symbol V Seller PECs"), such Symbol V Seller PECs having the terms and conditions set out in Annex 2.3.2 for an aggregate amount of EUR5,000,000, in partial replacement in an equal amount of the existing 2.2% Shareholder Loan between OpCo Seller, as lender, and Symbol V, as borrower.

The subscription price for such Symbol V Seller PECs shall be paid by way of a payment in kind consisting of a partial replacement of the outstanding principal amount due under the 2.2% Shareholder Loan in the amount of EUR5,000,000. For the avoidance of doubt, the Parties agree that, on the Closing Date and with effect as of Closing, the Symbol V Shareholder Loans, to the extent not converted into Symbol V Seller PECs pursuant to this sub-clause 2.3, shall be sold to Buyer 2 in accordance with sub-clause 3.3.

On the Closing Date, immediately following Closing, Symbol V as issuer and Buyer 2 as holder shall enter into a subscription agreement for the issuance of preferred equity certificates for an aggregate amount equal to the Symbol V Shareholder Loan Amount less EUR 5,000,000 governed on the same terms and conditions set out in Annex 2.3.2 ("Symbol V Buyer PECs"), in replacement of the Remaining Symbol V Shareholder Loans (as defined below) which are to be transferred to the Buyer 2 as set out in more detail in sub-clause 3.3. The subscription price for such Symbol V Buyers PECs shall be paid by way of a payment in kind consisting of any outstanding amount (including principal and interest), corresponding to Symbol V Shareholder Loan Amount less EUR5,000,000. Such Symbol V Buyer PECs and the Symbol V Seller PECs shall rank pari passu.

To the extent Symbol V issues any further preferred equity certificates or any other similar instruments are put in place at the level of Symbol V, such further preferred equity certificates or similar instruments shall at all times (and Symbol V and the Buyers shall procure that such additional preferred equity certificates or similar instruments shall at all times) be subordinated to and shall rank junior to both the Symbol V Seller PECs and the Symbol V Buyer PECs. Symbol V and the Buyers shall (and shall procure that any beneficiary of such preferred equity certificates or similar instruments shall) execute such documents and perform such acts as shall be reasonably required by the Sellers to give effect to the subordination of such preferred equity certificates or similar instruments to the Symbol V Seller PECs and the Symbol V Buyer PECs. The preceding sentence shall apply mutatis mutatis to shareholder debt instruments in Symbol V, if any.

Following Closing of this Agreement, the Buyers shall establish a structure designed for the distribution of dividends to the shareholders in the PropCo it being understood that such dividends shall be distributed proportionately to all shareholders in the PropCo.

Seller 1 hereby sells and, subject to the satisfaction of the condition precedent set out in sub-clause 3.4, transfers the Sold Shares 1 to Buyer 1, who accepts such sale and transfer.

Seller 2 hereby sells and, subject to the satisfaction of the condition precedent set out in sub-clause 3.4, transfers the Sold Shares 2 to Buyer 1, who accepts such sale and transfer.

Seller 3 hereby sells and, subject to the satisfaction of the condition precedent set out in sub-clause 3.4, transfers the Sold Shares 3 to Buyer 1, who accepts such sale and transfer.

Seller 4 hereby sells and, subject to the satisfaction of the condition precedent set out in sub-clause 3.4, transfers the Sold Shares 4 to Buyer 1, who accepts such sale and transfer.

OpCo Seller hereby sells and, subject to the satisfaction of the condition precedent set out in sub-clause 3.4, transfers the Sold OpCo Shares to Buyer 2, who accepts such sale and transfer.

To the Notary, all documents in due form (grundbuchmäßige Form) that are required for

the cancellation of the Helaba Land Charges other than the Helaba Land Charge registered at the local court of Frankfurt am Main, register for heritable building rights of Frankfurt Bezirk 10, folio 1741, seq. no. 1 in division III of the land registry in favour of Landesbank Hessen-Thüringen Girozentrale in the amount of EUR1,000,000 (the "Helaba TBA Land Charge") in the land register ("Land Charge Cancellation Documents")

the assignment of the Helaba TBA Land Charge together with the original of the land charge certificate (Grundschuldbrief) and the enforceable copy pertaining to the Helaba TBA Land Charge,

To PropCo, a release letter or release agreement in relation to the Helaba Loan providing for the release of all other Helaba Security and any other obligation or liability (including any indemnity, joint debtorship or guarantee) in relation to the Helaba Loan Agreement and any other finance document, subject only to the payment of the Helaba Release Amount, a work-in-progress draft of which is attached hereto as Annex 5.1.2 based on which the Sellers and the Buyers undertake to agree in good faith the final version ("Helaba Release Letter") by 9 November 2018; and

To PropCo, a statement ("Helaba Release Amount Notification") setting out the outstanding loan funds, including any accrued daily interest and any and all prepayment or termination fees, breakage costs and ancillary costs, as well as all hedging costs, if any, and costs associated with the repayment of the Helaba Loan as at the Scheduled Closing Date, and stating the daily interest amount from the Scheduled Closing Date onwards (together "Helaba Release Amount"), and details of the account to which such payment shall be made ("Helaba Account");

In the context of the Helaba Loan, PropCo has concluded certain derivative instruments ("Interest Cap"). The Parties agree, and the Sellers shall procure that PropCo sells the Interest Cap on or before the Closing Date.

The purchase price received by PropCo prior to Closing shall be distributed to the Sellers by way of an Additional Upstream Loan, and to the extent necessary the Buyers hereby approve and authorise any such Additional Upstream Loan to enable the purchase price for the Interest Cap to be distributed to the Sellers prior to Closing. For the avoidance of doubt, sub-clause 1.6 shall also apply to any such Additional Upstream Loans.

The purchase price for:

The Sold Shares 1 shall amount to 25% of the PropCo Value;

The Sold Shares 2 shall amount to 25% of the PropCo Value;

The Sold Shares 3 shall amount to 25% of the PropCo Value;

The Sold Shares 4 shall amount to 25% of the PropCo Value;

The Sold OpCo Shares shall amount to 100% of the OpCo Value; and

The Remaining Symbol V Shareholder Loans shall be equal to 100% of the Symbol V Shareholder Loan Amount as notified pursuant to sub-clause 2.3.1 less EUR5,000,000.

Each of the purchase prices referred to under sub-clause 6.1.1 is referred to as a "Purchase Price".

The "PropCo Value" shall amount to and be calculated as follows:

the Fixed Property Value,

plus, as at the Effective Time, the following assets:

PropCo's current assets (including cash on bank accounts) and Tax receivables, excluding (A) rent securities or rent deposits (Mietsicherheiten) received from and by tenants (including

Prepaid expenses: An asset for prepaid expenses shall be included in the Closing Date Accounts in respect of amounts paid or accrued by the Target Companies as at the Effective Time only in relation to goods and services to be supplied to the Target Companies after the Effective Time, to the extent the benefit of which will be available to the Target Companies following Closing, except for assets for fees under the Helaba Loan Agreement or any other capitalised debt issue costs;

Any reasonable out of pocket costs (including professional fees), subject to being agreed with the Buyers, which have been incurred by the Sellers or PropCo in connection with any new financing arranged by or for the Buyers or the Target Companies except, for the avoidance of doubt, any expenses related to the Helaba Loan or the Helaba Release Amount;

Insurance claim receivables relating to damage or destruction to the Real Property prior to Closing that has not been remedied by Closing, shall be disregarded, except to the extent that the PropCo has made payments to reinstate the damage prior to the Closing Date or a liability has been included in the Closing Date Accounts in respect of the issue or damage to which the insurance claim receivable relates, in which case such insurance claim receivable shall be valued at the lower of (A) the actual amount of the receivable and (B) the amount of the payments made in reinstating or repairing the damage plus the liability incurred prior to the Closing Date included in the Closing Date Accounts,

Claims of the PropCo against tenants for arrears (in particular rent and service charge payments, payment claims under settlement agreements etc.) which have been due for more than 60 calendar days ("Old Claims");

Rent free periods already granted, rent prepayments, tenant loans, fit-out contributions already made, on-going construction works, as well as payments for vacant space;

Cash on bank accounts for the PropCo and the OpCo taken together shall only be included up to a maximum amount of EUR 2,000,000 except in relation to PropCo for restricted cash for FLS payables of EUR 2,500,000;

Claims against Sellers, Symbol V or an Affiliate of the Sellers/Symbol V (except for the Upstream Loans);

less, as at the Effective Time, the following liabilities:

All liabilities in the meaning of section 266 para. 3 C. HGB of the PropCo including Tax liabilities, but

excluding the obligation to return rent securities or rent deposits received from tenants (Mietsicherheiten) provided that such rent securities have not been lost or used up; and liabilities under any new financing arranged by or for the Buyers (see Clause 9), and

provided that all obligations of the PropCo under and in connection with the Helaba Loan Agreement shall be reflected at an amount equal to the Helaba Release Amount (and in addition, all notary and land register fees associated with the repayment of the Helaba Loan or the release of the Helaba Land Charge and other collateral granted under the Helaba Loan shall for the avoidance of doubt be included as a liability);

All accruals (Rückstellungen) in the meaning of section 266 para. 3 B HGB which must be formed (or have been formed in accordance with past practice) pursuant to the HGB shall be included as a liability; except for accruals that

are made in connection with the condition of the fixed assets (in particular the Real Property and the buildings), e.g. accruals for outstanding maintenance, vacancy, and impending losses, or

relate to regular payments as currently registered in the land register in relation to the ground lease referred to in sub-clause 1.3.1 and Annex 1.3.1 ("Ground Rent") and the payments pursuant to the pension right (Reallast) in favour of Sonderhausen von Gläsernthal'sche Stiftung encumbering parts of the Real Property as set out in Annex 1.3.1), other than unpaid Ground Rent or pension right payments relating to periods prior to the Effective Time

Deferred income in the meaning of section 266 para (3) D HGB for prepaid rents; and

A provision (Rückstellung) shall be made for all costs for preparation and audit of the annual financial statements and the preparation of tax returns for time periods prior to Closing, other than the Closing Date Accounts.

Latent capital gains tax; Latent capital gains tax means 25% of the difference between:

the Fixed Property Value and

the continued tax book values of PropCo's assets plus PropCo's carry forwards in each case as of the Closing Date

Future rent-free periods, unpaid landlord subsidies, unpaid tenant fit-out costs committed by the landlord, reverse premiums, tenant improvements and other monetary obligations of the landlord under a lease agreement;

Costs payable in respect of the termination of contracts which shall be terminated in accordance with this Agreement (or on-going payments under such contracts after the Closing until the earliest effective date of termination);

Obligations of Target Companies to pay advisory, notary, register, brokerage fees or similar fees (excluding, for the avoidance of doubt fees related to the re-financing of the PropCo).

Less the following deduction amounts:

50% of the gross insurance premium for the W&I Insurance (net insurance premium including review fee, 20% insurance brokerage fee and insurance tax), which shall be set for purposes of the Estimated Purchase Price at an amount of EUR 400,000.00;

Agreed CAPEX in an amount of EUR 1,589,245.00;

VAT correction amount pursuant to section 15a German VAT Code as of the Closing Date in an amount of EUR 882,531.06.

Different from the above, the following topics shall not be dealt with as assets and liabilities in the Closing Date Accounts but rather as neutral, "pass-through" items to be dealt with as part of the adjustment mechanism

FLS Remediation Works (as defined below) and the Settlement Agreement (as defined below) with DEKA (as defined below) currently under negotiation and all other receivables to DEKA which are withheld by DEKA in connection with FLS; and

Service charge reconciliations: all receivables or other assets to tenants and provisions or liabilities from tenants in connection with service charge settlements or estimations.

less, at the Effective Time, the Symbol V Shareholder Loan Amount.

The "OpCo Value" shall amount to and be calculated on a mutatis mutandis basis, i.e. shall be based on the Fixed GMS Asset Value instead of the Fixed Property Value applying the increases and decreases as per OpCo's balance sheet as at the Effective Time mutatis mutandis in accordance with the principles set out in sub-clauses 6.2.1(b), 6.2.1(c) and 6.2.1(e).

In addition and for the avoidance of doubt, the following principles shall apply:

The items referred to in sub-clauses 6.2.1(b), 6.2.1(c) and 6.2.1(e) must, for the calculation of the Purchase Price pursuant to Clause 8, each be set at the amounts at which they are shown in the Closing Date Accounts.

If any of the items referred to in sub-clauses 6.2.1 and 6.2.2 falls under more than one of the categories set out therein, it shall nevertheless only be counted once (no double counting).

Annex 6.2.3(c) shows the current provisions or accruals for Taxes (Steuerrückstellungen) of the Target Companies as of signing of this Agreement, which have been prepared in accordance with past practice and applicable law.

Any obligation of the Target Companies (and any accruals made with regard to such obligations) (i) for which the Sellers shall indemnify the Buyers pursuant to other provisions of this Agreement, as well as (ii) the respective reimbursement claims of the Target Companies shall be ignored and excluded from the Closing Date Accounts.

The Closing Date Accounts shall take into account information after the Effective Time that provides further evidence of conditions that existed at the Effective Time ("Adjusting Events") up until the end of the Review Period (as hereinafter defined).

No balances classified as non-current or fixed assets in the audited accounts of the PropCo at 31 December 2017 (or assets acquired after 31 December 2017 of a similar nature to such assets) shall be reclassified as current assets in the Closing Date Accounts.

The calculation of any Tax receivables and Tax liabilities for the purposes of the Closing Date Accounts shall be made in line with the definitions in sub-clause 12.1 of "Pre-Closing Date Tax" and "Pre-Closing Date Tax Refund".

Further guidelines for the calculation of the Purchase Price are set out in sub-clause 8.2.

Based on the pro-forma balance sheets as of 30 November 2018 (for PropCo) and 31 August 2018 (for OpCo) attached as Annex 6.3.1, the Parties estimate the PropCo Value to amount to EUR 321,709,458.63, the OpCo Value to amount to EUR 51,155.79, the Symbol V Shareholder Loan Amount to amount to EUR 20,908,578.00 as at the Scheduled Closing Date (as hereinafter defined).

On that basis, the Buyers shall at the Scheduled Closing Date pay the estimated purchase prices as set out in Annex 6.3.2 ("Estimated Purchase Prices") to the Sellers minus the Deposit (or any part thereof) which will be transferred by the Notary pursuant to sub-clause 7.5.6(a) and minus the Upstream Loan Amount which is discharged by way of assumption of debt in lieu of performance (an Erfüllungs Statt) by Buyer 2 to the Sellers, as set out in Clause 7.3.1(b).

If any Party fails to make a payment owed by it under this Agreement (other than under sub-clause 6.4) when due (in each case the receipt of payment in cleared funds is decisive), it shall be in default without further notice from the other relevant Party(ies) being required and interest at a rate of 9% per annum shall be charged on the outstanding amount for the period beginning on the day following the due date and ending on and including the date of its payment.

Interest owed under this Agreement shall be calculated on the basis of actual days elapsed and a calendar year with 365 days.

Payments by the Buyers under this Agreement must, except as otherwise provided in this Agreement, be paid by the Buyers in euros via bank transfer, free of charges and fees, with same day value

to the Seller 1 to the following account of the Seller 1 ("Seller 1 Account"):

BOFAGB22

Bank of America Merrill Lynch.

to the Seller 2 to the following account of the Seller 2 ("Seller 2 Account"):

BOFAGB22

Bank of America Merrill Lynch.

to the Seller 3 to the following account of the Seller 3 ("Seller 3 Account"):

BOFAGB22

Bank of America Merrill Lynch.

to the Seller 4 to the following account of the Seller 4 ("Seller 4 Account"):

BOFAGB22

Bank of America Merrill Lynch.

to the OpCo Seller to the following account of the OpCo Seller ("OpCo Seller Account"):

BOFAGB22

Bank of America Merrill Lynch.

Payments by a Seller to a Buyer under this Agreement must, except as otherwise provided in this Agreement, be paid by such Seller in euros via bank transfer, free of charges and fees, with same day value, on a bank account the details of which shall be given by the Buyer to the Sellers in writing by no later than five (5) Business days prior to the relevant payment becoming due for payment (each such account, a "Buyer Account").

The Party that receives such an Order shall notify the other Party in writing without undue delay of the fact that the Order was issued and shall send a true copy of the Order to the other Party.

The Parties shall use their best endeavours to cooperate, consistent with the instructions, and to exchange all requisite information for the purpose of filing a timely objection against the Order, for achieving suspension of its enforcement or for commencing proceedings to effect the lifting of the Order or the reduction of the Tax Withholding required by the Order.

In the event the Purchase Price is due for payment, such payment by the Buyers to the tax authorities shall satisfy the Sellers' claim for payment of the relevant portion of the Purchase Price. The Buyers shall promptly provide evidence to the Sellers of the above payments having been made by means of a written confirmation issued by the tax authorities or by the bank which handled the bank transfer for the Buyers. In the event that the tax authorities reimburse the Buyers for all or part of a Tax Withholding previously remitted, the Buyers shall be obliged to pay the reimbursement amount to the Sellers immediately.

If and to the extent that Old Claims have not been reflected in the Completion Accounts or in the calculation of the Purchase Prices (pursuant to sub-clause 6.2.1(b)(v)), the Buyers shall on and from Closing procure that the Target

FLS Remediation Works and the Settlement Agreement with DEKA shall be exclusively governed by sub-clause 15.2.

Dietz Immobilien GmbH has transferred to Wolfgang Dietz 1,251 shares in Symbol V, and Dietz Immobilien GmbH has irrevocably offered to Buyer 2 to enter into the Dietz SPA; this condition precedent is already fulfilled;  

The Buyers have received the Notary's confirmation that the Notary has received the Land Charge Cancellation Documents pursuant to sub-clause 5.1.1;

The Buyers have received a copy of (i) the Helaba Release Letter pursuant to sub-clause 5.1.2 and (ii) the Helaba Release Amount Notification pursuant to sub-clause 5.1.3 and (iii) the PropCo Letter pursuant to sub-clause 5.1;

Buyer 1 and PropCo as borrowers, Buyer 1, PropCo and OpCo as guarantors have entered into a binding loan agreement for the Replacement Financing pursuant to sub-clause 9.1 in the amount of at least EUR390 million ("Financing CP").

"Scheduled Closing Date" means the twelfth (12th) Business Day following the day on which all Closing Conditions (including for the avoidance of doubt the Financing CP) are satisfied, or if not satisfied, have legitimately been waived by the Buyers by email (with a copy to the Notary) but in no event prior to 30 November 2018.

The Parties are obliged to inform the Notary without undue delay of the date of the Scheduled Closing Date in writing (email being sufficient), once the Scheduled Closing Date is known ("Closing Date Notice"). A period of up to 3 (three) Business Days shall not qualify as an undue delay.

The Parties shall perform the closing actions set forth in sub-clause 7.3.1 ("Closing") on the Scheduled Closing Date.

The Closing shall take place at the offices of Clifford Chance Deutschland LLP in Frankfurt am Main on the Scheduled Closing Date at 9:00 a.m. CET, unless the Parties agree in writing (email being sufficient) on a different location and/or different time.

The day on which the Closing actually takes place shall be referred to as the "Closing Date".

On the Scheduled Closing Date, the Parties shall undertake the following actions in the following order:

The Buyers shall pay the Helaba Release Amount to the Helaba Account; and the Sellers shall instruct Helaba to confirm receipt of these funds by email without undue delay;

The Buyers shall pay the Estimated Purchase Prices – less the Deposit (or any part thereof) which will be transferred by the Notary pursuant to sub-clause 7.5.6(a) and minus the Upstream Loan Amount which is discharged by way of assumption of debt in lieu of performance (an Erfüllungs Statt) by Buyer 2 without further action required other than the consent of the Sellers – to the respective Seller Account as set out in sub-clause 6.6.1; and the Sellers shall promptly confirm receipt of these funds by email;

The Buyers shall pay the purchase price payable to Dietz under the Dietz SPA in accordance with sub-clause 2.2.2 and the Buyers shall undertake the closing steps and shall comply with their closing obligations under the Dietz SPA;

The Buyers shall hold an extraordinary shareholders' meeting of both Target Companies, with the Sellers confirming the right of the Buyers to hold that meeting, for discharging the resigned management from all liability (entlasten) and appointing new managing directors to the Target Companies to be nominated by the Buyers in writing at least three (3) Business Days prior to the Scheduled Closing Date, and moving the business address of each Target Company away from its current location to a location nominated by the Buyers in writing at least three (3) Business Days prior to the Scheduled Closing Date, and amending the articles of association of the Target Companies as requested by the Buyers;

The Sellers shall deliver to the Buyers written declarations of the existing managing directors and general representatives (Prokuristen) of the

The Sellers shall hand over to the Buyers bank documents and forms duly signed by the previous managers and/or other signatories, by which with respect to all bank accounts of the Target Companies (i) all signature rights of the current signatories are revoked and (ii) new signatories are notified to the respective banks, such signatories to be nominated by the Buyers at least three (3) Business Days prior to the Scheduled Closing Date in writing (email being sufficient);

The Sellers shall hand over to the Buyers a resolution by the managers of the Target Companies concerning (i) the revocation of any powers of attorney which were granted by the Target Companies to third parties which will no longer be engaged by the Target Company after Closing, and (ii) the revocation of any proxy holders, each with effect as of the Closing Date;

If so requested by the Buyers five (5) Business Days before the Scheduled Closing Date, the Sellers shall hand over originals of all lease agreements and rent collateral (other than cash deposits) in possession of the Sellers to the Buyers;

The Sellers shall hand over to the Buyers the declaration of PropCo pursuant to which PropCo consents to the assumption of liabilities by Buyer 1 pursuant sub-clause 1.6.4;

PropCo and CNI NRE CHGP Manager LLC shall execute and hand over executed originals of the asset management agreement, materially in the form and content of the draft set out in Annex 7.3.1(j);

Symbol V and OpCo Seller shall execute and hand over executed originals of the subscription agreement for the issuance the Symbol V Seller PECs having the terms and conditions as set out in Annex 2.3.2; and OpCo Seller shall enter into the pledge agreement with Buyer 2 as described in Clause 11.9.

The Sellers shall hand over the (i) original shareholder register of the Symbol V to the Buyers and (ii) the original of Symbol V's preferred equity certificates register, and the Parties agree to have (i) the transfer of the Sold Shares registered in the shareholders register of Symbol V and (ii) the issuance of the Symbol V Seller PECs registered in Symbol V's preferred equity certificates register, and to grant corresponding powers of attorney to each manager of Symbol V from time to time and to each lawyer or employee of Allen & Overy, société en commandite simple, each acting alone and with full power of substitution, to implement such registrations. Furthermore, the Parties agree to grant respective powers of attorney to the aforementioned to proceed with the relevant filings with the Luxembourg Trade and Companies' Register for

Each of Seller 1, Seller 2, Seller 3, Seller 4, OpCo Seller and Symbol V herewith grants a power of attorney to Buyer 1 and Buyer 2 to attend shareholders' meetings and to pass resolutions of PropCo and OpCo until the new shareholders' lists have been filed with (aufgenommen) the commercial register.

The Buyers shall procure that the persons that have resigned from their offices in the Target Companies pursuant to sub-clause 7.3.1(e) are discharged from all liability (entlastet), and that their resignation is submitted for registration in the commercial register as soon as possible and in any event no later than three (3) Business Days after the Closing Date.

All Closing actions shall be recorded by the Parties in a closing memorandum substantially in the form as set out in Annex 7.3.4. A copy of the signed closing memorandum shall be forwarded to the Notary by email without undue delay.

The Parties are entitled to terminate (zurücktreten) this Agreement if one or more Closing Conditions according to sub-clauses 7.1.1, 7.1.2, 7.1.3 or 7.1.4 have not been satisfied or waived in accordance with the terms of this Agreement by 31 December 2018 ("Long Stop Date"). No such right of termination shall exist (i) for the Buyers if a Buyer, or (ii) for the Sellers if a Seller, has hindered (either by way of action or inaction) the satisfaction of the relevant Closing Condition in bad faith (wider Treu und Glauben).

If the Buyers do (or one of them does):

Not issue the Closing Date Notice pursuant to sub-clause 7.2.2 without undue delay once the Scheduled Closing Date is known; or

Not make the payments pursuant to sub-clauses 7.3.1(a), 7.3.1(b) and/or 7.3.1(c) in full on the Scheduled Closing Date,

Any termination of this Agreement must be effected by written notice to the Notary who is herewith authorized for receipt. The Notary is instructed to forward such termination notice to the counterparty without undue delay.

Any termination of this Agreement pursuant to sub-clause 7.4.1 shall be valid only if the other Parties received the written notice of termination prior to the day on which the last Closing Condition has occurred or been waived.

For the avoidance of doubt, the termination rights pursuant to sub-clauses 7.4.1 and 7.4.2 shall not apply anymore once Closing has occurred.

In the event of any termination of this Agreement, all obligations between the Parties under this Agreement, with the exception of the obligations resulting from the unwinding of this Agreement (Rückabwicklungsschuldverhältnis) and under Clauses 17 (Confidentiality and Announcements), 19 (Transfer Taxes and Costs), 20 (Notices) and 22 (Miscellaneous), shall lapse, provided that any obligations due to a breach of this Agreement prior to the termination shall remain unaffected.

Any termination rights of the Parties that are not agreed and specifically set out in this Agreement shall be excluded.

Prior to the signing of this Agreement, the Notary has set up the following escrow account ("Escrow Account"):

As security for the claims of the Sellers against the Buyers under this Agreement, the Buyers shall transfer a sum by way of a deposit in the amount of EUR33,500,000 (in words: thirty-three million five hundred thousand Euros) ("Deposit") within ten (10) Business Days from the Signing Date.

The Notary is hereby instructed to confirm receipt of the Deposit (indicating the date of receipt), once the Deposit has been paid to the Escrow Account (pdf sufficient).

If (i) the Deposit has not been received by the Notary within ten (10) Business Days from the Signing Date, the Sellers shall be entitled:

To terminate this Agreement by written notice to the Notary with a copy to the Buyers; and

In the event of termination, to contractual damages equal to the amount of the Deposit. In such case, any further claims under or in connection with this Agreement, in particular claims for default interest (Verzugszinsen) or damages for non-performance (Schadensersatz statt der Leistung), shall be excluded.

The Deposit shall, as set out in sub-clause 7.5.6, be credited against the Purchase Prices or, as the case may be, against the Contractual Penalty pursuant to sub-clause 7.5.8.

The Deposit shall be released by the Notary in accordance with the following unanimous escrow instructions:

If the Notary has received the Closing Date Notice pursuant to sub-clause 7.2.2 from each of the Parties, the Notary shall release on the Scheduled Closing Date (whereas written payment instructions to the bank shall be given by the Notary by no later than 9:00 a.m. CET on the Scheduled Closing Date):

Partial amounts of EUR8,325,000 each to each of Sellers 1 through 4 into each of Seller Account 1 through 4 respectively, and

A partial amount of EUR200,000 to OpCo Seller into the OpCo Seller Account;

If:

The Sellers terminate this Agreement pursuant to sub-clause 7.4.2; and

The Notary has notified the Buyers of the receipt of such termination notice pursuant to sub-clause 7.4.3; and

The Buyers have not evidenced to the Notary within fifteen (15) Business Days from receipt of the Notary’s notification pursuant to sub-clause (ii) that they have initiated an arbitration or preliminary court proceeding (vorläufiges Rechtsschutzverfahren) seeking confirmation that the Sellers were not entitled to terminate the Agreement pursuant to sub-clause 7.4.2,

If the Sellers terminate this Agreement pursuant to sub-clause 7.4.1, sub-clause 13.3.4 or sub-clause 16.4.2, the Notary shall release partial amounts equal to 50% of the Deposit to each of the Buyers’ Accounts; or

If:

The Buyers terminate this Agreement pursuant to sub-clause 7.4.1, sub-clause 13.3.4 or sub-clause 16.4.3; and

The Notary has notified the Sellers of the receipt of such termination notice pursuant to sub-clause 7.4.3; and

The Sellers have not evidenced to the Notary within twenty (20) Business Days from receipt of the Notary’s notification pursuant to sub-clause (b)(ii) that they have initiated an arbitration or preliminary court proceeding (vorläufiges Rechtsschutzverfahren) seeking confirmation that the Buyers were not entitled to terminate the Agreement pursuant to sub-clause 7.4.1, sub-clause 13.3.4 or sub-clause 16.4.3, as the case may be,

The Parties shall at all times remain entitled to give different unanimous instructions to the Notary which shall always prevail over the above instructions.

The Parties agree the following with regard to the Escrow Account and hereby give the following instructions to the Notary:

The Notary shall inform the Parties in writing (email being sufficient) and without undue delay of any payments made to or from the Escrow Account.

Payment on the Escrow Account (Einzahlungen) shall not have a releasing effect for the Buyer's obligations to pay the Estimated Purchase Prices. The Sellers' claims for payment of the Estimated Purchase Prices shall only be satisfied by receipt of payment in cleared funds on the respective Seller Account.

The Parties undertake to instruct the Notary without undue delay by email to disburse the Deposit to the relevant Party or Parties as soon as one of the Parties is entitled to it pursuant to the provisions of this Agreement.

Any positive interest on the Escrow Account shall be for the account of the Buyers and shall be disbursed to the Buyers when the last portion of the Deposit is paid out from the Escrow Account; except in cases of termination pursuant to sub-clause 7.4.2 in which cases positive interest on the Escrow Account shall be paid to the Sellers (pro rata).

Any negative interest on the Escrow Account shall be paid by the Buyers. If the Deposit is to be disbursed to the Sellers in accordance with sub-clause 7.5.6(a) as part of the Estimated Purchase Prices and if negative interest is deducted from such payments, the respective Estimated Purchase Prices shall be reduced by an amount equal to the respective negative interest. However, for the avoidance of doubt, such deduction shall not be made with respect to the (final) Purchase Prices.

All costs, liabilities, obligations, taxes and expenses incurred in connection with the Escrow Account (including without limitation the set-up, maintenance or closure of the Escrow Account) shall be borne by the Sellers at 50% and the Buyers at 50%.

The Sellers may claim from the Buyers a contractual penalty (Vertragsstrafe) in an amount equal to the Deposit if the Sellers validly terminate this Agreement pursuant to sub-clause 7.4.2. The Deposit shall then, once it has been received in cleared funds by the Sellers, credited against such claim. Any further claims under or in connection with this Agreement, in particular claims for default interest (Verzugszinsen) or damages for non-performance, shall be excluded.

The Sellers shall with the support of the Buyers and the Target Companies (which support shall be procured by the Buyers) prepare, within forty (40) Business Days after the Closing Date ("Account Setup Period") pursuant to the terms of this Agreement, balance sheets for each of the Target Companies as of 24:00 hours CET (at the start of the Closing Date) ("Effective Time") and, on the basis of such balance sheets ("Closing Date Accounts"), a calculation of the items relevant for the calculation of the PropCo Value and the OpCo Value pursuant to sub-clauses 6.2.1(b), 6.2.1(c), and 6.2.2 through 6.2.4. Any item of sub-clauses 6.2.1(b) and 6.2.1(c) that refers to the Closing Date shall be balanced as per the Effective Time. However, the steps as set out in sub-clause 7.3 and their consequences shall not affect and shall be ignored for the purposes of the Closing Date Accounts. Based on these Closing Date Accounts, the Sellers shall also calculate the positive or negative difference between the Estimated Purchase Price already received in cleared funds by the Sellers and the final Purchase Price ("Adjustment Statement").

Before the beginning of the Account Setup Period, the Sellers and the Buyers shall instruct PWC ("Contractual Auditor") to audit the Closing Date Accounts according to German GAAP taking into account the accounting principles and calculation methods pursuant to sub-clauses 6.2 through 6.5 and 8.2 subject to a materiality threshold of EUR20,000 in each case and the Adjustment Statement

It is agreed that the version of the Closing Date Accounts existing before becoming binding pursuant to sub-clauses 8.3.2, 8.3.3 and/or 8.4.4, are referred to as "Preliminary Closing Date Accounts".

The costs to prepare the Closing Date Calculation shall be borne by the Sellers at 50% and the Buyers at 50% (subject always to the respective costs to be borne by the Sellers being netted against the reimbursement by the Buyers pursuant to sub-clause 19.3). The costs for the review by the Contractual Auditor shall be borne by the Buyers.

The Parties agree that the Closing Date Accounts must be prepared

in accordance with the specific accounting principles, practices, rules, estimation techniques and procedures set out in sub-clauses 6.2.1, 6.2.2 and 6.2.3; and

subject to (a), complying with the accounting principles, practices, rules, estimation techniques and procedures actually applied in the financial statements of the Target Companies for the fiscal year 2017 as long as in compliance with German GAAP (HGB);

subject to (a) and (b), in accordance with the applicable provisions of German law (generally accepted principles of accounting under the HGB (Grundsätze ordnungsgemäßer Buchführung)) as at 31 December 2017.

The Closing Date Accounts will be prepared in the same format as the balance sheets set out in Annex 6.3.1 (but not the amounts shown therein) and subject always that the inclusion or exclusion of a line item or an amount shall be governed by the requirements of sub-clauses 6.2.1 and 8.2.1.

After submission of the Closing Date Calculation including the relevant documents necessary to review, the Buyers shall be entitled to review the Closing Date Calculation within a period of twenty (20) Business Days following the date of receipt ("Review Period"). The expiry date of the Review Period shall be the "Cut-Off Time".

Should the Buyers object to any calculations or figures in the Closing Date Calculation, the Buyers shall notify the Sellers of such objections in writing (email sufficient) specifying in reasonable detail the items which are the subject of their objection, the relevant amounts affected by the objection, the basis for such objection and any alternative calculation on or before the expiration of the Review Period. To the extent the Buyers do not notify the Sellers of any objections in writing (email being sufficient) in accordance with the foregoing provisions, the Closing Date Calculation shall become final and binding on the Parties.

To the extent the Buyers notify the Sellers of any objections in accordance with sub-clause 8.3.2 on or before the expiration of the Review Period, the Sellers and the Buyers shall within fifteen (15) Business Days following the end of the Review Period attempt to agree on the items of objection ("Discussion Period"). Any such agreement shall be final and binding on all Parties.

If and to the extent the Sellers and the Buyers do not agree on items of objection by the expiration of the Discussion Period, the Parties shall appoint

Deloitte, or

if Deloitte is not willing or able to accept the mandate, an auditor of international repute with ten years' experience of auditing accounts in respect of companies and entities and properties similar to the entities, companies and properties relating to this Agreement other than Ernst & Young and PWC as an arbitration expert (Schiedsgutachter) with respect to the items in dispute

If in case of sub-clause 8.4.1(b), the Parties cannot agree on the nomination of an Expert within five (5) Business Days after the expiration of the fifteen (15) Business Days period pursuant to sub-clause 8.3.3, the Expert shall, at the written request of the Sellers and/or the Buyers, be appointed by the chairman of the management board of the Institute of Public Auditors in Germany (Vorsitzender des Vorstands des Instituts der Wirtschaftsprüfer in Deutschland e.V.) in Düsseldorf; provided always that the Expert so appointed shall be independent of all the Parties.

The Sellers and the Buyers shall cooperate with the Expert and provide the Expert with all necessary documents and information as soon as possible following any request by the Expert. The Sellers and Buyers shall jointly instruct the Expert to render its decision as soon as practicable but no later than another twenty (20) Business Days after the Expert's appointment. The decision of the Expert shall be within the boundaries of the respective calculations and calculated in accordance with the provisions in this Agreement for drawing up the Closing Date Accounts.

The Expert shall grant the Parties reasonable opportunity to present their views in writing and, if so requested by a Party, orally in a hearing of the Parties. The entire procedure shall be carried out in the English language. The Expert must – but only on the remaining matters that are in dispute between the Parties – prepare a written expert's opinion (Schiedsgutachten) in his/her reasonable discretion (billiges Ermessen) in this regard in the English language within twenty (20) Business Days after receipt of the required supporting information from the Sellers and the Buyers. The Expert shall specify the grounds for his/her decision with respect to all points of contention between the Sellers and the Buyers. The results of the Expert's opinion shall be transferred to the Preliminary Closing Date Accounts and the Preliminary Purchase Price Calculation, which shall then become binding on the Parties. The Expert's determinations shall be final and binding upon the Parties without the right of appeal, except in circumstances of manifest error or fraud.

The fees, costs, disbursements and expenses for the Expert shall be initially advanced and borne by the Sellers (50%) and the Buyers (50%) in equal shares, if the Expert requests an advance payment.

The fees, costs, disbursements and expenses of the Expert and the costs of the expert proceedings, including reasonable fees and expenditures of the Parties for their advisors, shall ultimately be allocated based on the determination by the Expert in accordance with Sec. 91 et seq. of the German Civil Procedure Act (ZPO).

The Buyers intend to refinance the Helaba Loan through a new loan facility ("Replacement Financing") with Standard Chartered Bank or any of its affiliates or any other lender which is subject to supervision of the European Union's European Banking Authority (each an "Approved Lender").

The Buyers shall use their best efforts and take all reasonably acceptable (zumutbare) actions to procure that the loan agreement for the Replacement Financing is negotiated and signed without undue delay and in any event by no later than the Long Stop Date, and shall inform the Sellers and the Notary immediately (email being sufficient) once this loan agreement has been signed.

Without undue delay upon the written request of the Buyers (email being sufficient):

The Target Companies shall – and the Sellers shall procure that the Target Companies will – sign a new loan agreement and any other finance documents

The Target Companies and the Sellers shall – and the Sellers shall procure that the Target Companies will – use their best efforts and take all reasonably acceptable (zumutbare) actions to assist the Buyers in satisfying all conditions precedent required for the funding of such loan (including the execution of management board resolutions, shareholders’ resolutions and management certificates and delivery of constitutional documents).

The Target Companies will grant to the Buyers and Symbol V in a form accepted by German land registers (grundbuchtaugliche Form) two powers of attorney only for the purposes of the entering into such new loan agreement, the related security agreements and other related finance documents and the provision of security, including a land charge encumbering the Real Property, in the form as attached as Annex 9.4 (together the "Refinancing Documentation").

The obligations pursuant to sub-clauses 9.3 and 9.4 only apply if:

Any deed by which a lien over the Real Property is created or any related security purpose agreement provides that the secured creditor may only hold or realise the real property lien or other security created thereunder if all amounts payable by the Buyers at Closing pursuant to sub-clauses 7.3.1(a), 7.3.1(b) and/or 7.3.1(c) excluding default interest, if any, have been paid in full in cleared funds in accordance with the terms of this Agreement;

All Refinancing Documentation provides that (i) none of the Sellers, Symbol V and (until Closing) the Target Companies, and their respective officers, directors and representatives shall be liable for any liabilities, costs, damages, losses, undertakings, covenants, representations, warranties, penalties, fees, payments (incurred, borne or made) and expenses under or in connection with the Replacement Financing and the Refinancing Documentation; (ii) all respective persons have a direct right of action to enforce the provisions under this sub-clause (echter Vertrag zugunsten Dritter).

The Buyers hereby undertake to fully and upon first demand indemnify and hold harmless the Sellers, Symbol V and (until Closing) the Target Companies, and their respective officers, directors and representatives from and against any liabilities, costs, damages, losses, undertakings, penalties, fees, payments (incurred, borne or made) and expenses, including internal administrative and other reasonable costs, incurred by any of them in connection with the Replacement Financing, the Refinancing Documentation and otherwise complying with, or arising out of (in any way whatsoever), the terms of this Clause 9 (including for the avoidance of doubt sub-clause 9.7). All respective persons

In the event that this Agreement is not consummated (nicht durchgeführt) the Buyers shall procure that (i) any real property liens which might already be registered with respect to the Real Property are deleted without undue delay (unverzüglich) and (ii) any agreement or document entered into in connection with the Replacement Financing will be rescinded or otherwise unwound at no cost to the Target Companies or the Sellers. The Sellers shall procure that the Target Companies will cooperate with the Buyers in order to delete land charges already registered and to rescind or unwind the Replacement Financing.

The Sellers hereby guarantee to the Buyers, subject to the requirements and limitations provided for in Clauses 10 and 11 below, by way of an independent promise of guarantee (selbständiges Garantieversprechen) within the meaning of section 311 para. 1 BGB that the statements made in sub-clause 10.2 (each a "Sellers' Guarantee") are correct on the Signing Date and the Closing Date (or such other date explicitly so provided in sub-clause 10.2).

The Sellers and the Buyers agree and explicitly confirm that the Sellers' Guarantees in sub-clause 10.2 shall be qualified and construed as neither quality guarantees concerning the object of the purchase (Garantien für die Beschaffenheit der Sache) within the meaning of sections 443, 444 BGB nor quality agreements (Beschaffenheitsvereinbarungen) within the meaning of section 434 para. 1 sentence 1 BGB and that section 444 BGB shall not and does not apply to the guarantees contained herein.

Subject to the changes provided for in this Agreement, the statements made in sub-clauses 1.1 and 1.2 regarding the Target Companies and the Sold Shares are correct on the Signing Date and the Closing Date. The Target Companies have been duly established under German law and are validly existing and have not been terminated, nor is there an agreement to terminate either of them as at a future date.

The excerpts from the commercial register as well as the Articles of Association of the Target Companies attached hereto in Annex 10.2.1(b) are true and correct. All facts that must be registered in the commercial register are actually registered in the commercial register excerpts attached hereto as Annex 10.2.1(b); for the period before the acquisition of the Target Companies by the Sellers ("Pre-Acquisition Periods") this shall only apply to the Sellers' Knowledge. There are no pending filing requests made to the commercial register by the Sellers or the Target Companies.

No resolutions that change the terms of the Target Companies' Articles of Association as attached hereto in Annex 10.2.1(b) have been passed by the Sellers. On the Closing Date, there are no other agreements (e.g. shareholder agreements) that could confer rights over the Sold Shares to third parties or obligations in relation to the Sold Shares onto the Buyers.

The Target Companies are not engaged in any other commercial or operative business other than as permitted under their respective articles of association.

The Sold Shares have been validly issued to the respective Sellers in compliance with the laws of the Federal Republic of Germany. They have been fully paid up and have not been repaid irrespective of whether openly or by way of hidden distribution; for the Pre-Acquisition Periods this shall only apply to the Sellers' Knowledge. To the Sellers' Knowledge, there are no outstanding contributions and no obligations for a subsequent contribution (keine Nachschusspflicht).

The shareholder lists showing the participations of the Sellers in the Target Companies are accurate. The Sellers are the sole and unrestricted legal and beneficial owners of the Sold Shares. The Sold Shares are on the Closing Date free from any rights of third parties (Rechte Dritter), in particular pledges, liens, usufructu rights, except for such rights granted with the consent of the Buyers or to be released pursuant to this Agreement; and there are, on the Closing Date, neither pre-emptive, acquisition or option rights nor other rights of third parties to acquire the Sold Shares or to have them encumbered; with respect to pre-emptive, acquisition or option rights and other rights of third parties to acquire the Sold Shares or to have them encumbered which might have been created during Pre-Acquisition Periods this shall only apply to the Sellers' Knowledge.

The Target Companies are not insolvent. No insolvency proceedings concerning the Target Companies have been applied for by the Target Companies. To the Sellers' Knowledge, as at the Signing Date, no order has been made and no petition presented for the winding-up or liquidation of the Target Companies and no third party applications for insolvency proceedings have been filed in relation to the Target Companies' assets.

On the Signing Date and the Closing Date, the Target Companies do not hold, directly or indirectly, legally or beneficially, any shares, participation or interest in any other entity and have no other branch or businesses.

As of the Closing Date, neither of the Target Companies is a party to any enterprise agreement (Unternehmensvertrag) within the meaning of Secs. 291 et seq. German Stock Corporation Act (Aktiengesetz) or to similar agreements subordinating its management to a third party or providing

On the Signing Date and the Closing Date, the Target Companies are not obliged to acquire or dispose of (aa) any interest in any other entity or (bb) any real property including the Real Property or any other assets.

On the Closing Date, there are no outstanding claims of the Sellers and their Affiliates (other than the Target Companies) against the Target Companies which will not be included in the Closing Date Accounts; for the avoidance of doubt, the Sellers herewith waive, and shall procure that any Affiliate waives with effect as of the Closing Date, any such claims which will not be included in the Closing Date Accounts.

On the Closing Date, the Target Companies (i) have not issued any bonds, guarantees, joint liability declarations, suretyships or other collateral, and (ii) do not have any liabilities from derivatives in both cases (i) and (ii) other than disclosed in the Data Room or this Agreement; for bonds, guarantees, joint liability declarations, suretyships or other collateral that might have been issued or liabilities that might have been caused in Pre-Acquisition Periods this sub-clause 10.2.1(l) shall only apply to the Sellers' Knowledge.

There are no outstanding loan obligations of the PropCo to the Sellers, Symbol V or any affiliate of the Sellers and/or Symbol V.

OpCo Seller is the sole holder of the Symbol V Shareholder Loans. The Symbol V Shareholder Loans are outstanding as of the Signing Date in the amounts set forth in sub-clause 1.5.1, and on the Closing Date will be free of any pledge, lien or other encumbrances. The documentation regarding the Symbol V Shareholder Loans as attached in Annex 1.5.1 contains as of the Signing Date the entire agreements between OpCo Seller and Symbol V with respect to the Symbol V Shareholder Loans.

The Real Property is owned (Eigentum), or held on the basis of a ground lease (Erbbaurecht), by the PropCo as the sole owner (Alleineigentümer) as set out in Annex 1.3.1.

The statements in the land register with respect to ownership (Sec. I of the land register) are complete and accurate and there are no encumbrances regarding the Real Property other than those registered in Sec. II and III of the land register. The Sellers and the Target Companies have not made and, to the Sellers' Knowledge, also no third party has made any pending registration requests (Eintragungsanträge) or consent declarations (Bewilligungen) with respect to the Real Property. The PropCo has also not granted a not yet submitted encumbrance of the Real

No disposal (Verfügung) of the Real Property has been made by the PropCo. PropCo has not granted any contractual claims to third parties for the acquisition of title or for encumbering the Real Property (or parts thereof) which are unfulfilled; for any claims which might have been granted during the Pre-Acquisition Periods this shall only apply to the Sellers' Knowledge.

Except as set out in Annex 10.2.3(d), no entries in the building encumbrances register (Baulastenverzeichnis) have been consented to and/or applied for by PropCo, and to the Sellers' Knowledge, PropCo is not obliged to consent to or make such disposals or consent to or apply for such entries.

To the Seller’s Knowledge, there are no outstanding contractual payment obligations (vertraglich begründete Zahlungsverpflichtungen) of the PropCo in connection with the use or the obligation to maintain and repair parcels immediately adjacent to the Real Property which are owned by third parties.

To the Sellers' Knowledge, PropCo is not a party to any written agreements with any adjoining land owners (nachbarrechtliche Vereinbarungen) or the City of Frankfurt (städtebauliche Vereinbarungen) pertaining to the Real Property (except as disclosed in the Data Room). To the Sellers' Knowledge, no old easements (altrechtliche Beschränkungen und Belastungen) exist that are not registered in the land register.

As of the Signing Date, all material public law permits required to be obtained by the Target Companies as owners (excluding permits to be obtained by other parties, such as tenants or by DEKA in context of the FLS Remediation Works) for the construction and use of the Real Property and the buildings and installations have been granted and have not been revoked or withdrawn (widerrufen or zurückgenommen) in writing, other than disclosed in the Data Room; for the Pre-Acquisition Periods this shall only apply to the Sellers' Knowledge.

As of the Signing Date, the Target Companies have not received any public orders issued in writing with respect to the Real Property or the fixtures requiring constructional changes, changes of use of the Real Property or repair works or confirmations from authorities that have not been fulfilled as of the Signing Date (other than the fire life safety deficiencies and other matters that are subject to the on-going works at the Real Property as disclosed in the Data Room); for the Pre-Acquisition Periods this shall only apply to the Sellers' Knowledge.

Except as set out in Annex 10.2.3(i), to the Sellers' Knowledge, no public subsidies have been granted to a Target Company with respect to the Real

Annex 10.2.4(a) contains a complete and correct list of all lease agreements and amendments to such lease agreements existing with respect to the Real Property (each of them a "Lease", together the "Lease Agreements").

The statements contained in the Rent Roll attached as Annex 10.2.4(b) are true and correct in all material aspects.

To the Sellers’ Knowledge, apart from the Lease Agreements (including amendments) listed in Annex 10.2.4(a), no oral or written side agreements to a Lease exist.

Annex 10.2.4(d) contains a list of all rent securities provided by the tenants under the Lease Agreements that are in the possession of PropCo. Originals of all rental security listed in Annex 10.2.4(d) are available in the original (unless otherwise stated in Annex 10.2.4(d)). No rental security has been used up (unless otherwise stated in Annex 10.2.4(d)).

To the Sellers' Knowledge, no anticipatory disposals of rent and/or service charges (except for service charge prepayments) have been made which would have an effect on PropCo beyond the Closing Date, except for such disposals in connection with the Helaba Loan Agreement.

Except as disclosed in Annex 10.2.4(f), no tenant under a Lease Agreement has as of the Signing Date given written notice of termination of a Lease to PropCo or threatened in writing to do so. To the Sellers' Knowledge, in the past six months prior to the Signing Date, no tenant has indicated to PropCo in writing that a Lease Agreement could be ineffective (unwirksam) or breach statutory form requirements.

As at the Signing Date, no objections have been raised by the tenants in writing against the service charge reconciliations for the periods from 1 January 2016 which are unresolved on the Signing Date. There are no arrears with respect to rent or ancillary costs (including on advance payments), except as set out in Annex 10.2.4(g).

To the Sellers' Knowledge, the PropCo has materially complied with all main performance obligations (Hauptleistungspflichten) under the Lease Agreements and has not been notified in writing by a tenant of (alleged) non-compliance with such obligations – other than those which lead to the arrears set out in Annex 10.2.4(g).

Other than set out in Annex 10.2.4(i), in the last six months prior to the Signing Date the tenants under the Lease Agreements have (i) not notified PropCo in writing of any damage claims or claims for recovery of any expenses, rent reduction rights, set-off rights or retention rights or other objections regarding rents or service charges, and (ii) not made any rental or service charge payments with the reservation of repayment claims in writing to PropCo, and (iii) have not threatened such claims or objections in writing vis-à-vis PropCo.

All insurance contracts of the Target Companies are listed in Annex 10.2.6(a). On the Signing Date no insurance premiums are unpaid.

There have been no insurance claims in the last year prior to the Signing Date, except as listed in Annex 10.2.6(b).

No contractual relationships between any of the Target Companies on the one hand and the Sellers or their affiliated companies on the other hand exist which may not be terminated by the Closing Date, save for the asset management agreement to be concluded pursuant to sub-clause 7.3.1(j).

Annex 10.2.9(b) contains a list of all contracts between third parties and one of the Target Companies (excluding utilities contracts and utility related services contracts and Lease Agreements) that (i) oblige the

Annex 10.2.9(c) contains a complete list of the Target Companies' bank accounts.

The Sellers' Guarantees set out in Clause 10 are exhaustive. The Parties do not agree on any other (express or implied) guarantees, representations or warranties, and, subject to sub-clause 11.8, the Buyers have not relied and shall not have any claims against the Sellers based on any representation or warranty except as expressly set forth in this Agreement. Except as expressly set forth in this Agreement, the Buyers acquire the Sold Shares, the Target Companies, the

Without limiting the generality of the foregoing, Buyer 1 and Buyer 2 acknowledge and agree that the Sellers make no guarantee, representation or warranty and shall have no liability and waive all rights whatsoever with respect to

any projections, reports, estimates, budgets or forecasts by the Sellers or any third party delivered to or made available to Buyer 1 and Buyer 2, its representatives or advisers of future revenues, the likelihood of any lease renewals, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) or the future business and operations of the Target Companies; and

the environmental, technical status or physical condition of the Real Property as such; and

the accuracy and completeness of the information, reports, documents and records received by the Buyers from the Sellers or their agents or advisers or third parties prior to the conclusion of this Agreement (including the information made available in the Q&A process and the electronic data room operated by Imprima (Deutschland) GmbH (together "Data Room")); and

any tax matter whatsoever including in relation to the Target Companies, the Sellers or the Real Property, except as otherwise provided for in this Agreement.

The Buyers have signed or intend to sign a warranty and indemnity liability policy of insurance with extended coverage for the warranties regarding title of the Sellers in the Sold Shares and of the PropCo in the Real Property dated on or about the date of this Agreement in favour of the Buyers ("W&I Insurance Policy").

By letter attached for reference purposes at Annex 11.2.2 hereto, the insurance company Ambridge has confirmed that in case the insurance company is held liable under the W&I Insurance Policy it waives any and all recourse claims and rights of subrogation against the Sellers (also in connection with the Bring Down Declaration (as defined below)), except in cases of fraud (Betrug), malicious deceit (arglistige Täuschung) or intentional misconduct (Vorsatz) of a Seller.

The Sellers shall provide to the Buyers for forwarding to the W&I insurer on the Business Day prior to the Closing Date, 11.00 a.m. CET, a declaration signed by one of the Knowledge Persons on behalf of all Knowledge Persons in the form of the template set out in Annex 11.2.3 pursuant to which on or before the Business Day prior to issuance of such declaration, the Knowledge Persons have or have not become aware that any of the Sellers' Guarantees, to the extent they refer to the Closing Date, turned out to be inaccurate in any material respect after the Signing Date ("Bring Down Declaration"). For the avoidance of doubt, the Bring Down Declaration shall not affect the rights and obligations of the Sellers

Subject to sub-clauses 11.8 and 12.8.1, the Sellers' total liability in respect of any and all Relevant Claims (including all costs, fees and expenses incurred by the Buyers in seeking to enforce their rights) shall not exceed an aggregate amount of EUR1.00 (one euro) ("Liability Cap"), and the Buyers agree and accept that their only recourse (if any) in respect of any and all such Relevant Claim shall be under the W&I Insurance Policy.

The Buyers acknowledge and agree that the Liability Cap referred to in sub-clause 11.3.1 shall apply notwithstanding any subsequent non-payment under the W&I Insurance policy including without limitation due to the insolvency of the underwriters of that policy, the policy exclusions or exceptions, or the invalidity of the policy due to the breach or default of any person or for any other reason (save in respect of fraud (Betrug), malicious deceit (arglistige Täuschung) or intentional misconduct (Vorsatz) of a Seller).

In order to enable the Sellers to assess the merits of a claim, the Buyers shall notify the Sellers of the Relevant Claim stating in reasonable detail the nature of the Relevant Claim and the amount claimed (detailing to the extent possible the Buyers' calculation of the loss thereby alleged to have been suffered).

In respect of a Relevant Claim, the Buyers shall not be entitled to claim against the Sellers any punitive damage, loss of profit (entgangener Gewinn) other than rental income, unforeseeable consequential damages or internal administrative costs (overhead), frustrated expenses (vergebliche Aufwendungen), loss of opportunity (entgangene Geschäftschancen), loss of reputation and loss of future earnings (other than rental income) and provided that the calculation of damages shall not be based on multipliers applied for a calculation of the Purchase Price or any other arguments that the Purchase Price was calculated on incorrect assumptions.

The Buyers undertake to take, so far as within their control, reasonable steps to avoid or mitigate any damages or losses which in the absence of mitigation are reasonably likely to give rise to a liability in respect of any Relevant Claim. Further obligations of the Buyers under section 254 BGB shall remain unaffected.

The Sellers shall not be liable to the extent the Buyers (or one of them) have caused or contributed to causing by an act or an omission of the Buyers (or any of them) – in a culpable and imputable manner (schuldhaft zu vertreten) – the relevant damage or losses or have failed to avoid or mitigate – in a culpable and imputable manner (schuldhaft zu vertreten) – such losses and such failure has affected the ability of the Sellers to avoid or mitigate damages, losses or claims.

The Buyers are not entitled to recover more than once in respect of the same loss arising from any one matter giving rise to a Relevant Claim. In particular, the Sellers shall not be liable for, and the Buyers shall not be entitled to claim for, any damages of the Buyers under or in connection with this Agreement if and to the extent that the matter to which the claim relates is included as liability, provision, or asset correction (aktivistische Wertberichtigung) in the Closing Date Accounts and has thus been reflected in the Purchase Prices.

The Buyers shall not be entitled to bring any Relevant Claim that is a result of facts or circumstances of which (i) the Buyers (or either of them) had Buyers’ Knowledge on the Signing Date after having made due and diligent enquiries of its advisers or which (ii):

Have been Fairly Disclosed in the Data Room prior to 5 November 2018 ("Cut-Off-Date"), the Q&A process, this Agreement or an Annex to it. "Fairly Disclosed" shall mean any disclosure in the Data Room enabling a sophisticated purchaser and its sophisticated advisors with experience in the acquisition of commercial real estate investments to find such information with reasonable efforts to reasonably understand the nature and scope of the relevant matter; or

Was or would have been identifiable (erkennbar) during site visits that the Buyers were allowed to undertake with their service providers, professional advisers or investors; or

Have been disclosed during telephone discussions with the Buyers' advisors prior to the Signing Date; or

The information provided to the Buyers in the Data Room and the Q&A process up to the Cut-Off-Date have been saved on a DVD, a copy of which was handed over to each of the Sellers, the Buyers and the Notary together with a letter of the Data Room Provider confirming that the DVD contains an identical copy of the information provided in the Data Room as of the Cut-Off-Date. The Notary will take his copy of the DVD into custody until 31 December 2020. Thereafter, the Notary shall destroy the DVD. The Notary shall only release the DVD upon the unanimous request of all Parties, but each Party may at its own cost request at any time before, copies of such DVD.

In this Agreement, references to the "Buyers’ Knowledge" or similar phrases shall mean solely the actual knowledge (positive Kenntnis) and/or the negligent non-knowledge (fahrlässige Unkenntnis) of the individuals listed in Annex 11.4.3 as of the Signing Date.

If and to the extent that an exclusion of liability is agreed under this Agreement (including in particular the provisions set out in sub-clauses 11.3, 11.4, 11.5 and 11.8.2 sentence 2), the exclusion of liability shall not apply to damage resulting from an injury to life, limb or health the Sellers or any of its legal representatives or a person employed in performing an obligation (Erfüllungsgehilfe) is responsible for, nor shall such exclusion of liability apply to any obligation to provide compensation for damage caused through a wilful or grossly negligent breach of duty by the Sellers or any of their legal representatives or persons employed in performing an obligation.

If and to the extent that an exclusion of liability is agreed under this Agreement (including in particular the provisions set out in sub-clauses 11.3, 11.4, 11.5 and 11.8.2 sentence 2), such exclusion of liability shall not apply to any liability for damage resulting from a breach of a material contractual duty. However, the Sellers may only be held liable for damage which is typical and foreseeable at the time this Agreement is concluded. Material contractual duties are duties on the performance of which the Buyers may rely as essential.

for uninsurable Tax Warranties and Tax Indemnities in accordance with sub-clause 12.8.3; and

for breaching the obligations under sub-clauses 15.1.5(b) and 15.1.5(c),

The Sellers hereby represent and warrant to the Buyers, subject to the limitations provided for in this Clause 12, by way of an independent promise of guarantee (selbständiges Garantieversprechen) within the meaning of section 311 para. 1 BGB that the statements made in sub-clause 12.2 (each a "Sellers' Tax Guarantee") are true and correct on the Closing Date or such other date explicitly so provided in sub-clause 12.2, respectively:

The Target Companies have made all Tax Return filings that they are obliged to make until the Closing Date (considering all deadline extension granted, if any) with the Tax Authorities; and

All Taxes payable by any Target Company relating to the Pre-Closing Date Period have been paid by the respective Target Company or have been fully accrued for in the Closing Account.

If, and to the extent that a statement under any of the Sellers' Tax Guaranty is untrue, the Buyers shall have the right to attempt to put Buyers or the Target Companies (at the discretion of the Buyers) in such position as the Buyers or Target Companies would have been in, had the Sellers' Tax Guaranty given by the Sellers' been correct. Upon the Buyers election the Sellers shall pay to the Buyers the amount which is necessary to indemnify the Buyers from any Taxes and cost triggered by the breach of the relevant Sellers' Tax Guarantee.

The Sellers shall pay to the Buyers or, at the Buyers' discretion, to the respective Target Company, an amount equal to any Pre-Closing Date Tax payable by any

have been paid on or before the Effective Time;

reduced the Purchase Price;

are caused by a measure initiated or executed by the Buyers or – after the Closing Date – by any of the Target Companies unless such measures are mandatorily required by applicable law or a compulsory consequence of an action of the Target Companies made on or prior to Closing;

have been or could be recovered by the Target Companies from a party other than a Target Company; or

correspond to or can be offset against (i) a Tax Asset or (ii) other Tax related benefit in each case which can also arise at a different type of Tax and which is based on a circumstance having triggered the Pre-Closing Date Tax, including but not limited to reciprocal effects (Wechselwirkungen) resulting e.g. from the extension of depreciation periods or higher depreciation allowances (Phasenverschiebung) or from transfer of items relevant for Taxes (e.g. turnover, income, expenses, VAT payable corresponding with a VAT refund etc.) into another calendar year or transfer of Tax items from one entity to another entity any such reciprocal effects after the Effective Time shall also be taken into account; the respective tax benefit shall be calculated independently from the actual tax savings on a pro forma basis taking into account the future reductions in Tax (based on the applicable Tax rates as known at the time of calculation) for a period in which the tax benefit materializes, at maximum 6 years following Closing Date and discounted with an interest rate of 5.5% p.a.

Any payment to be made by the Sellers pursuant to sub-clause 12.3.1 ("Indemnifiable Tax") is due ten (10) Business Days after the Sellers have been notified in writing by the Buyers about the payment obligation and the corresponding payment date and have received a copy of the underlying Tax assessment or payment order and the bank account details of the competent Tax Authority, but in any case no later than two (2) Business Days before the date at which the Tax to be indemnified is due and payable to the Tax Authority.

The Buyers shall – unless and not to the extent that the amount has already excluded or reduced the indemnification pursuant to sub-clause 12.3.1 – pay to the Sellers an amount equal to

any Pre-Closing Date Tax Refund actually received (including by way of deduction or set-off) by any Target Company after the Effective Time unless and not to the extent that the Pre-Closing Date Tax Refund has increased the Purchase Price in accordance with sub-clauses 6.1 or 6.2; and

any accrual or liability in respect of a Pre-Closing Date Tax that has been dissolved or must have been dissolved under the respective German GAAP (other than for reasons of payment or discharging the related claim to such Tax) to the extent that the accrual or liability has reduced the Purchase Price in accordance with sub-clause 6.1 or 6.2 but has not reduced Sellers' payment obligation pursuant to sub-clause 12.3.1 ("Over-Accrual"); and

the Indemnifiable Tax paid by the Sellers to the Buyers pursuant to sub-clause 12.3.1 to the extent that the relevant Tax is subsequently assessed at a lower amount ("Over-Indemnification");

The Buyers shall, and shall procure that the Target Companies shall, no later than five (5) Business Days notify the Sellers in writing (for the avoidance of doubt including by email) about any Pre-Closing Date Tax Refund, Over-Accrual and Over-Indemnification. The Sellers are entitled to appoint certified accounting firm at their own expense – to have the tax assessments regarding any Pre-Closing Date Tax Refund, Over-Accrual and Over-Indemnification reviewed and to report the results to the Sellers. If the Sellers have reason to believe that there is a claim under this sub-clause 12.4 and if the review discloses a breach of the obligation of the Buyers under this sub-clause 12.4.2 sentence 1 then the Buyers shall bear the reasonable costs for the review and the report.

Any amount payable to the Sellers pursuant to this sub-clause 12.4 shall be due and payable ten (10) Business Days after (i) the Pre-Closing Date Tax Refund has been actually refunded (including – but not limited to – by way of set-off or deduction) to the Buyers or one of the Target Companies, (ii) any Overprovision has been or must have been dissolved according to German GAAP or (iii) any amended Tax assessment giving rise to the Over-Indemnification has become final and binding.

In the period between the date hereof and the Closing Date, the Sellers will procure that (i) Tax Returns of the Target Companies shall be prepared and filed within the time limitation provided by law (considering all deadline extensions

After the Closing Date, the Buyers shall procure that the Target Companies prepare and file when due all their Tax Returns in line with past practice unless mandatory tax law or administrative guidance provides otherwise. Any Tax Returns relating to any Relevant Tax Proceeding shall be subject to the review and written consent of Sellers. The Buyers shall procure that no such Tax Return is submitted to any Tax Authority without written approval of the Sellers which shall not be unreasonably withheld. The Buyers shall ensure that any Tax Return to be reviewed and approved by the Sellers will be sent to the Sellers not later than thirty (30) Business Days prior to the due filing date of the relevant Tax Return and that all Taxes payable under such Tax Returns shall be paid in a timely manner.

The Buyers shall notify the Sellers of any announcement and commencement of any Relevant Tax Proceeding. The notification shall be made in writing (for the avoidance of doubt e.g. by email) no later than five (5) Business Days after the Buyers or any Target Company became aware of such event and shall include copies of any assessment, notice or other document received from any Tax Authority related to the respective Relevant Tax Proceeding.

The Buyers shall, and shall procure that the relevant Target Company shall, (i) give the Sellers the opportunity to reasonably participate from the beginning on in all Relevant Tax Proceedings from their commencement onwards, (ii) upon the Sellers' request and at their own costs and risk, challenge and litigate any Tax assessment or other decision of any Tax Authority or court if and to the extent it is related to a Tax to be indemnified or a Tax Asset of the Seller and (iii) comply with any lawful instructions given by the Sellers in relation to the conduct of the Tax Proceedings referred in (i) and (ii) above. If the Sellers elect by a written request to lead the Relevant Tax Proceedings through a professional German counsel (international law or accounting firm) of their choice and at their expense, then the Buyers shall, to the extent legally possible, authorize, and shall cause the respective Target Companies to authorize, (by power-of-attorney) such a designated representative of the Sellers to represent the respective Target Companies in the Relevant Tax Proceeding and to release such representative from any confidentiality obligations in respect of the Relevant Tax Proceeding so that it can share any information in respect of the Relevant Tax Proceeding with the Sellers. In any case the Buyers shall procure that after the Closing Date, with respect to a Tax audit unless the Sellers have elected not to lead the relevant Tax proceeding, (i) no document or information related to Pre-Closing Date Taxes or Relevant Tax Proceedings is submitted to any Tax Authority or court without the prior written consent of the Sellers, which shall not be unreasonably withheld, and that (ii) no Relevant Tax Proceeding is settled or becomes time-barred without the prior written consent of the Sellers.

For the avoidance of doubt, the rights of the Sellers and any of its representative pursuant to sub-clause 12.6.2 shall be limited to the taxation of business

Subject to the limitation under sub-clause 12.6.2, the Parties shall reasonably cooperate with each other, and the Buyers shall cause the Target Companies and their representatives to reasonably cooperate with the Sellers and the Sellers shall reasonably cooperate with the Buyers and their representatives and the Target Companies, each with respect to all Relevant Tax Proceedings. Upon request of the Sellers, the Buyers shall in particular procure that the Sellers obtain any document or information which is reasonably required for the Seller to avoid or reduce any Tax which creates a liability under this Clause 12, to protect a Tax Asset of one of the Sellers provided that the respective document or information is reasonably accessible for one of the Target Companies or the Buyers or can be procured by them with reasonable efforts on the costs of the Sellers. Any reasonable out of pockets costs caused by such information procurement on request of the Sellers will be borne by Sellers. The Buyers or the respective Target Company shall store all records, documents and information relating to Relevant Tax Proceedings until the expiration of any applicable statute of limitations.

On request and at the expense of Seller 1 the Buyers shall procure that the Target Companies provide any reasonable information and document to Seller 1 required for US tax or accounting purposes not later than thirty (30) Business Days after such a request. The Buyer and/or the Target Companies are free to consult advisors, at reasonable costs to be borne by the Sellers, bound by professional obligations of confidentiality in the context of fulfilling any of its obligations under this sub-clause 12.6.5.

For the avoidance of doubt, Clause 11 shall also be applicable to claims of the Buyers, subject, however, to sub-clauses 12.8.2 and 12.8.3.

Any claim under this Clause 12 (including for the avoidance of doubt also any claim pursuant to sub-clause 12.3.2) shall become time-barred (verjähren) the earlier of (i) six (6) months after the relevant Tax assessment became binding and non-amendable (taking into account any suspension provision (Anlauf- und

The Parties understand that certain Tax Warranties and Tax Indemnities may not be covered by the Buyers’ W&I Insurance. Against this background the Parties agree the limitation pursuant to sub-clause 11.3.1 shall apply to all claims under Clause 12 other than to those Taxes and periods which are listed in Annex 12.8.3 ("Excluded Tax Claims"). The Sellers’ aggregate total liability in respect of the Excluded Tax Claims shall be the lower of the amount of the available Symbol V Seller PECs (i.e. the Symbol V Seller PECs, which for this purpose shall be valued at face value of EUR5,000,000.00, minus any Symbol V Seller PECs already enforced as security under this Agreement if applicable) and an amount of EUR5,000,000.00.

The Buyers have informed the Sellers that the Buyers are subsidiaries of a newly established fund which is not controlled by a third party and that currently does not hold any other fund or subsidiary, and that as a consequence, no turnover (which would be relevant for the merger control thresholds) can be attributed to the Buyers for the time prior to Closing.

Based on this factual information, the Sellers share the Buyers' assessment that there is no necessity to institute merger control proceedings for clearance of the acquisition of all Sold Shares and the Sold Symbol V Shares by the Buyers under section 35 et seq. Act Against Restraints on Competition (Gesetz gegen Wettbewerbsbeschränkungen, "GWB") or any applicable European merger control provisions.

The Sellers have relied on the factual information given by the Buyers (see sub-clause 13.1.1) in this respect. The Buyers shall indemnify, defend and hold harmless the Sellers and their affiliates and their respective officers, directors, representatives and investors from and against any liabilities, costs, penalties, fees and payments incurred in relation to sanctions imposed because of a failure to comply with applicable merger clearance requirements resulting from the inaccuracy of the above factual information. Section 254 BGB shall apply mutatis mutandis.

Between the Signing Date and the Closing Date, the Sellers shall procure, to the extent permissible under applicable law, that the Target Companies conduct their respective business operations and conduct and undertake the management of the Real Property in the ordinary course consistent with past practice.

In particular, the Sellers shall not during that time with effect beyond the Closing Date (unless permitted pursuant to this Agreement):

Issue any share capital or similar interest to any third party or make any other changes to the Target Companies' capital structure;

Amend the articles of association of the Target Companies or enter into a domination/profit and loss transfer agreement;

Liquidate, unwind, or merge the Target Companies.

The Sellers shall procure that the Target Companies do not during that period and with consequential effect beyond the Closing Date (unless allowed pursuant to this Agreement):

Enter into any agreements with the Sellers and their Affiliates (other than expressly provided for in this Agreement);