Siemens Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the Laws of Germany with its registered seat in Munich and Berlin, Germany, and registered in the commercial register of the local court (Amtsgericht) of Munich under HRB 6684 and in the commercial register of the local court (Amtsgericht) of Berlin-Charlottenburg under HRB 12300, whose registered office is at Werner-von-Siemens-Straße 1, 80333 Munich, Germany ("Seller")

Meritor, Inc., a stock corporation organized under the Laws of Indiana, USA, with its registered seat in 2135 West Maple Road, Troy, Michigan 48084, USA, and registered under no. 801035543 ("Purchaser")

Seller is, amongst other activities, via its business unit "Commercial Vehicles", directly and through its direct and indirect subsidiaries in various countries (excluding the Russian Federation), engaged in the development, engineering, manufacturing and sale of electric powertrain (i) products, (ii) systems, (iii) solutions and (iv) services, all of the before to the extent they are (a) for hybrid-, fuel cell- & battery-electric applications, (b) <1.2 KV, (c) not offboard charging infrastructure/solutions and (d) for on- & off-road non track-guided commercial vehicles with >3.5T GVW. On-road vehicles are, to the extent the above requirements are met: on-road buses, i.e. city buses, intercity buses and coaches, on-road trucks, and (semi-)autonomous on-road transit and public transportation commercial vehicles. Off-road vehicles are, to the extent the above requirements are met: off-road vehicles in the following environments: construction, defense, agriculture, harbor, airport, underground and surface mining and marine and Automated Guided Vehicles (AGVs) for e.g. factories, harbors / ports solutions (the business described in this Preamble (A) collectively "Business").

Seller and its Affiliates are currently in the process of (i) carving-out and transferring (a) the manufacturing of current and next generation motor portfolio, ELFA3 inverters, and (b) additional functions, including engineering and supply chain engineering, at the manufacturing center in Tianjin, People's Republic of China, into ELFA New Energy Vehicles ePowertrain Systems Ltd., Tianjin, a limited liability company organized under the laws of the People's Republic of China with its registered seat in B02, No. 1, Haitaichuangxin 5th Rd. Huayuan industrial area, Tianjin, the People's Republic of China, and registered with the Administration for Market Regulation of Binhai New Area District, Tianjin, under unified social credit no. 91120193MA07JOKJX7 ("Chinese NewCo") (collectively "Chinese Factory Carve-out") and (ii) carving-out and transferring certain office and administration functions at certain offices in Shanghai and Beijing, People's Republic of China, into separate branches to be established under the Chinese NewCo ("Chinese Office Carve-out").

Purchaser is a supplier of drivetrain, mobility, braking, aftermarket and electric power-train solutions for commercial vehicle and industrial markets.

Seller intends to sell and transfer, directly and/or indirectly through its Affiliates, the Business to Purchaser, and Purchaser intends to purchase, acquire and assume, directly and/or indirectly through its Affiliates, the Business from Seller, as set forth and subject to the terms and conditions set out in this Agreement (collectively "Transaction").

Definitions. Unless otherwise apparent, capitalized terms used in this Agreement shall have the meaning assigned to them in Annex 1.1.

Certain Transaction Dates. In this Agreement:

"Signing Date" shall mean the calendar day on which this Agreement has been duly notarized.

"Unconditional Date" shall mean the first (1st) Business Day on or by which all Closing Conditions have been fulfilled or duly waived.

"Scheduled Closing Date" shall mean the later of (i) 30 November 2022 and (ii) (a) the last Business Day of the month in which the Unconditional Date falls or (b), if the Unconditional Date falls less than ten (10) Business Days before the last Business Day of that month, the last Business Day of the following month, in each case subject to a mutual written agreement of the Parties providing otherwise.

"Closing Date" shall mean the later of (i) the last calendar day, 24:00 h (end of day), of the month in which the Scheduled Closing Date falls and (ii) the calendar day on or by which all Closing Date Actions have been performed or duly waived.

"Effective Date" shall mean the last calendar day, 24:00 h (end of day), of the month in which the Scheduled Closing Date falls.

Sale of the Business. Subject to the terms and conditions of this Agreement, Seller hereby sells to Purchaser, and Purchaser hereby purchases from Seller, in each case with economic effect (mit wirtschaftlicher Wirkung) as of the Effective Date, the Business, consisting of:

the Transferred Tangible Assets, the sale and transfer of which shall be governed by Article 3;

the Transferred Shares, the sale and transfer of which shall be governed by Article 4;

the Transferred IP, the sale, transfer and assumption of which, and the Licensed IP, the license grant under which, shall in each case be governed by Article 5;

the Assumed Contracts, the sale, transfer and assumption of which shall be governed by Article 6;

the Transferred Receivables, the sale, transfer and assumption of which shall be governed by Article 7;

the Assumed Liabilities, the assumption of which shall be governed by Article 8;

the Transferred Leasehold as well as further agreements regarding the use of real estate and real estate related services, the sale, transfer, assumption and conclusion of which shall be governed by Article 9;

the employment relationships with Business Employees, the Assumed Employment Liabilities, the Pension Liabilities and the Pension Assets, the sale, transfer and assumption of which shall be governed by Article 10;

the Business Litigation, the transfer and assumption of which shall be governed by Article 11; and

the Transferred Permits, the transfer of which shall be governed by Article 12,

in each case as further specified in Articles 3 through 12 (such sold, transferred, granted and assumed business, property rights, contractual rights, licenses, permits, shares, assets, receivables, claims, liabilities and obligations collectively the "Transferred Business").

Transfer of Risks and Benefits. The risks and benefits of, or associated with, the Transferred Business shall transfer from Seller or the relevant Transferors to Purchaser or the relevant Designated Transferees with effect as of the Closing Date.

Transferors and Designated Transferees. The Transferred Business shall be sold and transferred from Seller and/or the relevant other Siemens Group Companies owning and/or otherwise holding certain parts of, or pertaining to, the Transferred Business (collectively "Transferors") to Purchaser and/or Purchaser's Affiliates designated to purchase, acquire and assume certain parts of, or pertaining to, the Transferred Business (collectively "Designated Transferees"), each as further described in Annex 2.3. Purchaser may, by giving written notice to Seller at least twenty (20) Business Days prior to the Scheduled Closing Date, replace any of the Designated Transferees as stated in Annex 2.3 (except for the Designated Transferee for the sale and transfer of the Transferred Shares) with other entities which will be Affiliates of Purchaser as of the Scheduled Closing Date. Purchaser shall keep Seller regularly informed about its considerations and plans to replace any of the Designated Transferees in accordance with the preceding sentence.

Transfer of the Business. The transfer of legal title to, and assumption of, the individual property rights, licenses, permits, shares, assets, receivables, liabilities and obligations making up the Transferred Business shall be implemented in accordance with the provisions of Article 14 by way of separate Local Transfer Agreements.

Excluded Business. Notwithstanding anything to the contrary in this Agreement, none of the following shall constitute part of the Transferred Business:

the Nuremberg Assets, which shall be subject to a separate sale and transfer as set out in Article 32, and the manufacturing operations conducted from the properties in which the Nuremberg Assets are located, in respect of which the framework agreement for manufacturing services was entered into between Siemens Aktiengesellschaft [******] and Siemens Aktiengesellschaft POC CV on 6 May 2022; and

the manufacturing operations conducted in New Kensington, United States of America, in respect of which the basic agreement was entered into between Siemens Industry Inc. POC CV and Siemens Industry Inc. [******] on 29 March 2022.

In relation to any parts of the Business which do not constitute part of the Transferred Business (expressly excluding any Business conducted in the Russian Federation), Purchaser shall, and shall procure (steht dafür ein) that the relevant Designated Transferees and the relevant Transferred Companies will, cooperate with and support Seller and any other Siemens Group Companies at Seller's sole cost if and to the extent not unreasonably burdensome for Purchaser, the relevant Designated Transferee and/or the relevant Transferred Company and reasonably required by Seller or such other Siemens Group Companies, e.g., in order to fulfill warranty obligations towards customers.

Transferred Tangible Assets. Seller hereby sells and undertakes to transfer with effect in rem (mit dinglicher Wirkung) as of the Closing Date, and shall procure (steht dafür ein) that the relevant Transferors will sell and transfer with effect in rem (mit dinglicher Wirkung) as of the Closing Date, to Purchaser and/or the relevant Designated Transferees all Seller's and the relevant Transferors' right, title and interest (including expectancy rights, right of possession, claims for surrender of possession and claims for transfer) in the following tangible assets exclusively relating to the Business on the Signing Date, excluding any such assets which are disposed of, or destroyed, as from and including the Signing Date until and including the Closing Date as well as any such assets exclusively relating to the Business which are acquired, or come into existence, as from and including the Signing Date until and including the Closing Date (collectively "Transferred Tangible Assets"):

all types of tangible fixed assets (including loose plant, machinery, equipment, tools, vehicles, assets under construction, IT hardware and other tangible IT Systems as well as minor assets as defined in Section 6 (2) German Income Tax Act (EStG) (geringwertige Wirtschaftsgüter)) that are situated in the offices and premises of the Business, including (regardless of whether exclusively or only primarily relating to the Business) those listed in Annex 3.1.1; and

all inventory, raw materials and supplies, spare parts, works in progress, finished goods and merchandise, including any related rights, title and interest, irrespective of whether in location, in transit or on consignment, including (regardless of whether exclusively or only primarily relating to the Business) those listed in Annex 3.1.2.

The Transferred Tangible Assets shall exclude (i) any IP, the sale, transfer and assumption of which shall be exclusively governed by Article 5, and (ii) any real property and rights equivalent to real property (grundstücksgleiche Rechte), the sale, transfer, assumption and conclusion of which shall be exclusively governed by Article 9.

Purchaser hereby accepts such sale of the Transferred Tangible Assets and undertakes to accept such transfer of the Transferred Tangible Assets, and shall procure (steht dafür ein) that the relevant Designated Transferees will accept such sale and transfer of the Transferred Tangible Assets.

Excluded Tangible Assets. The following assets, claims and entitlements shall be excluded from the sale and transfer to Purchaser and/or the Designated Transferees under this Article 3 (collectively "Excluded Tangible Assets"), irrespective of whether any of them are listed in any of the Annexes referred to in Article 3.1:

any cash and cash equivalents (including cheques, other tangible securities and deposits with banks and financial institutions), including any items identified as "Cash" in Annex 15.2, unless explicitly provided otherwise in this Agreement;

any asset to which Seller or a Transferor holds neither any legal title nor any expectancy rights as of the Closing Date;

any accounting documentation which relates to the permanent accounting or Tax records of Seller and/or any of its Affiliates and any corporate documents of Seller and/or any of its Affiliates;

any furniture and other real estate related assets located at premises other than the Transferred Leasehold, which shall be exclusively governed by Article 9; and

any assets otherwise expressly excluded from the sale and transfer to Purchaser and/or the Designated Transferees under this Agreement.

Third Party Consent. If and to the extent the transfer of any of Seller's or a relevant Transferor's right, title and/or interest in any of the Transferred Tangible Assets is subject to a Third Party Consent, Seller and Purchaser shall, and shall procure (stehen dafür ein) that the relevant Transferors and the relevant Designated Transferees will, use all commercially reasonable efforts to obtain such Third Party Consent as promptly as practically possible. If a Seller's or a relevant Transferor's right, title and/or interest in any of the Transferred Tangible Assets is not transferred to Purchaser or the relevant Designated Transferee with effect in rem (mit dinglicher Wirkung) as of the Closing Date, in particular due to such transfer with effect in rem (mit dinglicher Wirkung) being subject to a Third Party Consent, Seller shall, or shall procure (steht dafür ein) that the relevant Transferor will, to the extent legally permissible, hold the relevant Transferred Tangible Asset for the benefit and burden of Purchaser or the relevant Designated Transferee as from the Closing Date and Seller shall, or shall procure (steht dafür ein) that the relevant Transferor will, and Purchaser shall, or shall procure (steht dafür ein) that the relevant Designated Transferee will, treat each other economically as if the respective Seller's or relevant Transferor's right, title and interest in the relevant Transferred Tangible Asset had been transferred to Purchaser or the relevant Designated Transferee also with effect in rem (mit dinglicher Wirkung) as of the Closing Date. Article 6.3 shall apply accordingly.

Shared Tangible Assets. With regard to assets which, on the Closing Date, do not exclusively but only partially relate to the Business and would constitute Transferred Tangible Assets if they exclusively related to the Business (collectively "Shared Tangible Assets"), Seller and Purchaser shall use reasonable efforts to agree on the split or shared use of the respective Shared Tangible Assets. If a split or a shared use of any Shared Tangible Assets is legally or practicably not feasible or commercially not reasonable, the applicable Shared Tangible Assets shall not be transferred to Purchaser and/or the relevant Designated Transferees and Purchaser and/or the relevant Designated Transferees shall not be entitled to possess, or use, the Shared Tangible Assets as of the Closing Date. If and to the extent Seller and Purchaser agree on the split or shared use of the Shared Tangible Assets, they shall do all acts, and sign, execute and deliver all documents, which are necessary or appropriate to give effect to the agreed transfer, split or shared use of the respective Shared Tangible Assets. If and to the extent such split or shared use is subject to a Third Party Consent, Article 3.3 shall apply accordingly.

Documents and Records. With effect as of the Closing Date, Seller hereby sells and transfers to Purchaser, and Purchaser hereby purchases and assumes from Seller, all of Seller's documents, records and files exclusively relating to the Business, in each case (i) unless constituting, containing or relating to IP which shall be exclusively governed by Article 5 and (ii) excluding any accounting documentation which relates to the permanent accounting or Tax records of Seller and/or any of its Affiliates and any corporate documents of Seller and/or any of its Affiliates (collectively "Business Records"). If and to the extent Business Records cannot be separated with reasonable effort from documents and records relating to the other businesses of Seller, Seller shall at its own expense (a) retain the relevant Business Records in accordance with the Siemens-internal regulations as applicable from time to time and (b), upon specific and reasonable written request of Purchaser, provide Purchaser with electronic copies or excerpts of those parts of the relevant Business Records which Purchaser needs for legitimate reason, especially to fulfill obligations towards third parties or Governmental Authorities.

Transferred Shares. Seller hereby sells and undertakes to transfer with effect in rem (mit dinglicher Wirkung) as of the Closing Date, and shall procure (steht dafür ein) that the relevant Transferors will sell and transfer with effect in rem (mit dinglicher Wirkung) as of the Closing Date, to Purchaser and/or the relevant Designated Transferees the entire share capital of, and entire ownership interest in, the companies listed in Annex 4.1 (collectively "Transferred Shares"; the respective companies collectively "Transferred Companies"). Purchaser hereby accepts such sale of the Transferred Shares and undertakes to accept such transfer of the Transferred Shares, and shall procure (steht dafür ein) that the relevant Designated Transferees will accept such sale and transfer of the Transferred Shares.

Rights pertaining to the Transferred Shares. The sale and transfer of the Transferred Shares shall include all claims and other rights, including the right to receive the undistributed profit prior to the Closing Date, pertaining to the Transferred Shares.

Transferred IP. Seller hereby sells and undertakes to transfer with effect in rem (mit dinglicher Wirkung) as of the Closing Date, and shall procure (steht dafür ein) that the relevant Transferors will sell and transfer with effect in rem (mit dinglicher Wirkung) as of the Closing Date, to Purchaser and/or the relevant Designated Transferees all Seller's and the relevant Transferors' right, title and interest in the following IP, in each case including all priority rights and rights to claim damages for infringements that occurred prior to the Closing Date (collectively "Transferred IP"):

the Patents (in the case of jointly owned Patents the respective fraction) which (i) are listed in Annex 5.1.1 or (ii) are not listed in Annex 5.1.1 but on the Closing Date (a) are owned by Seller and/or another Siemens Group Company, (b) Seller and/or the relevant Siemens Group Company are authorized to dispose of, (c) are at least partially funded by the Business and (d) are Exclusively Used in the Business (collectively "Transferred Patents"), it being understood that the Transferred Patents shall include all active and not abandoned Patents meeting the preceding requirements, including any applications filed based on a priority patent application which itself constitutes a Transferred Patent;

the Trademarks which (i) are listed in Annex 5.1.2 or (ii) are not listed in Annex 5.1.2 but on the Closing Date (a) are owned by Seller and/or another Siemens Group Company, (b) Seller and/or the relevant Siemens Group Company are authorized to dispose of, (c) are at least partially funded by the Business, (d) are Exclusively Used by the Business and (e) do not contain any Siemens Designation (collectively "Transferred Trademarks"; Transferred Patents and Transferred Trademarks collectively "Transferred Registered IPR");

the Know-how which (i) is listed in Annex 5.1.3 or (ii) is not listed in Annex 5.1.3 but on the Closing Date (a) is owned by Seller and/or another Siemens Group Company, (b) Seller and/or the relevant Siemens Group Company are authorized to dispose of, and (c) is Exclusively Used by the Business (collectively "Transferred Know-how");

the Software in object code and source code format (provided that Seller and/or the relevant Transferors shall have no obligation to deliver the source code of such Software if it was not made available to the Business prior to or on the Closing Date) which (i) is listed in Annex 5.1.4 or (ii) is not listed in Annex 5.1.4 but on the Closing Date (a) is owned by Seller and/or another Siemens Group Company, (b) Seller and/or the relevant Siemens Group Company are authorized to dispose of, and (c) is Exclusively Used by the Business (collectively "Transferred Software");

the domains which (i) are listed in Annex 5.1.5 or (ii) are not listed in Annex 5.1.5 but on the Closing Date (a) are owned by Seller and/or another Siemens Group Company, (b) Seller and/or the relevant Siemens Group Company are authorized to dispose of, (c) are at least partially funded by the Business, (d) are Exclusively Used by the Business and (e) do not contain any Siemens Designation (collectively "Transferred Domains"); and

Other IP which on the Closing Date (i) is owned by Seller and/or another Siemens Group Company, (ii) Seller and/or the relevant Siemens Group Company are authorized to dispose of, and (iii) is Exclusively Used by the Business (collectively "Transferred Other IP").

Purchaser hereby accepts such sale of the Transferred IP and undertakes to accept such transfer of the Transferred IP, and shall procure (steht dafür ein) that the relevant Designated Transferees will accept such sale and transfer of the Transferred IP.

Specific Provisions for Transferred Registered IPR and Transferred Domains

As soon as reasonably practicable after the Closing Date, Purchaser shall, and shall procure (steht dafür ein) that the relevant Designated Transferees will, at their cost, apply for and complete the recordation of assignment of the Transferred Registered IPR and the Transferred Domains. Seller shall, and shall procure (steht dafür ein) that the relevant Transferors will, reasonably support Purchaser and/or the relevant Designated Transferees upon Purchaser's or the relevant Designated Transferees' written request and, as regards registration fees and other third party costs, at Purchaser's cost. As from the Closing Date, Purchaser shall, and shall procure (steht dafür ein) that the relevant Designated Transferees will, at their cost, be responsible for the prosecution and maintenance of the Transferred Registered IPR and Transferred Domains and any decisions regarding the future prosecution and maintenance of the Transferred Registered IPR and Transferred Domains shall be within the sole discretion of Purchaser and the relevant Designated Transferees.

Notwithstanding Articles 5.1 and 5.2.1, Patent applications which are part of the Transferred Patents and which have been filed with a priority date of less than three hundred and sixty-five (365) days before the Closing Date (collectively "Priority Applications") may at Purchaser's option remain in the legal name of Seller and/or the relevant Transferors for the sole purpose of filing subsequent application(s) claiming priority from any such Priority Applications at the request and on behalf of Purchaser (collectively "Subsequent Applications"). Seller shall, and shall procure (steht dafür ein) that the relevant Transferors will, hold all such Priority Applications and Subsequent Applications in trust for Purchaser and/or the relevant Designated Transferees and comply with the instructions of Purchaser regarding the management and prosecution of the Priority Applications and the filing, management and prosecution of the Subsequent Applications. After the latest possible date on which priority rights from the Priority Applications may be claimed, Seller shall, and shall procure (steht dafür ein) that the relevant Transferors will, assign without undue delay (unverzüglich), free of charge, and Purchaser shall, and shall procure (steht dafür ein) that the relevant Designated Transferees will, accept the assignment (which shall be subject to Article 5.3) of the Priority Applications and the Subsequent Applications (such date of the assignment the "Application Transfer Date"). Any contractual arrangements for such Priority Applications and Subsequent Applications shall terminate or be discontinued on the Application Transfer Date, as the case may be. The first sentence of Article 5.2.1 shall apply accordingly.

Intracompany Arrangements

With regard to arrangements between the Business and other units within the Siemens Group (collectively "Intracompany Arrangements") which, if they were Contracts, would be considered as Assumed Contracts:

Seller and Purchaser hereby enter, or shall procure (stehen dafür ein) that the relevant Transferors and the relevant Designated Transferees will enter, with effect as of the Closing Date, into legally binding agreements based on (i) the same commercial terms as the respective Intracompany Arrangements and (ii) the Externalized Conditions;

the receivables and claims of the Business against other units within the Siemens Group under such Intracompany Arrangements as of the Closing Date shall become legally existing receivables and claims of Purchaser or the relevant Designated Transferees against Seller or the relevant Transferors as of the Closing Date;

the accounts payable, commitments and obligations of the Business vis-à-vis other units within the Siemens Group under such Intracompany Arrangements as of the Closing Date shall become legally existing accounts payable, commitments and obligations of Purchaser or the relevant Designated Transferees vis-à-vis Seller or the relevant Transferors as of the Closing Date.

With regard to Intracompany Arrangements which, on the Closing Date, do not exclusively but partially relate to the Business and, if they were Contracts, would be considered as Shared Contracts, Article 6.6.1 shall apply accordingly to the portion of the Intracompany Arrangement relating to the Business.

Seller and Purchaser shall terminate or discontinue, and Seller shall procure (steht dafür ein) that the relevant Siemens Group Companies will agree to the termination or discontinuation of, any Non-Surviving Intragroup Contracts and Intracompany Arrangements which, if they were Contracts, would be considered as Non-Surviving Intragroup Contracts, with effect as of the Closing Date.

In case of Intragroup Contracts which do not exclusively but partially relate to the Business and which would constitute Non-Surviving Intragroup Contracts if they were exclusively relating to the Business (collectively "Shared Non-Surviving Intragroup Contracts"), Seller and Purchaser shall procure (stehen dafür ein) that the respective provision of goods, services and/or licenses to the extent relating to the Business shall be discontinued, and the relevant Shared Non-Surviving Intragroup Contracts shall be amended accordingly, with effect as of the Closing Date.

Siemens Conditions. In respect of all Contracts, offers, orders, covenants or undertakings between Purchaser or a relevant Designated Transferee on the one hand and Seller or any other Siemens Group Company on the other hand (i) which exist on the Closing Date, (ii) which relate to the Business and (iii) to which the "Terms and Conditions for Deliveries and Services for Siemens-internal Transactions" (collectively "Siemens Conditions") apply by direct reference or otherwise, the Siemens Conditions shall be replaced by the terms and conditions attached hereto as Annex 6.8 (collectively "Externalized Conditions") as from the Closing Date.

Article 7 Sale and Assignment of Receivables

Transfer of Receivables. Seller hereby sells and undertakes to assign with effect in rem (mit dinglicher Wirkung) as of the Closing Date, and shall procure (steht dafür ein) that the relevant Transferors will sell and assign with effect in rem (mit dinglicher Wirkung) as of the Closing Date, to Purchaser and/or the relevant Designated Transferees all receivables and claims of Seller and the relevant Transferors (collectively "Receivables") to the extent (i.e. in the portion) relating to the Business (collectively "Transferred Receivables"), including, in each case to the extent (i.e. in the portion) relating to the Business,

those Receivables (and certain other assets) listed in Annex 7.1.1;

but in any event excluding

any Receivables under or in connection with any Assumed Contract or any other Contract, which are exclusively governed by (and transferred under) Articles 5, 6, 9, 10, 16 and 17;

any cash and cash equivalents (including cheques, other tangible securities and deposits with banks and financial institutions), including any items identified as "Cash" (except for any items identified as "ATZ assets" which shall be transferred under Article 10) in Annex 15.2, unless explicitly provided otherwise in this Agreement; and

any prepayments and claims for the refund of any Taxes having accrued for the Pre-Effective Date Tax Period.

Acceptance of Transfer of Receivables. Purchaser hereby accepts such sale of the Transferred Receivables and undertakes to accept such transfer of the Transferred Receivables, and shall procure (steht dafür ein) that the relevant Designated Transferees will accept such sale and transfer of the Transferred Receivables.

Assumed Liabilities. Purchaser shall, and shall procure (steht dafür ein) that the relevant Designated Transferees will, assume with effect as of the Closing Date under full discharge of Seller and the relevant Transferors (befreiende Schuldübernahme) all Liabilities of Seller and the relevant Transferors to the extent (i.e. in the portion) relating to the Business (collectively "Assumed Liabilities"), including, in each case to the extent (i.e. in the portion) relating to the Business,

those Liabilities listed in Annex 8.1.1;

any Liabilities for infringement by the Business of a third party's IP; and

any Liabilities arising from, or relating to, Securities and Security Related Contracts including obligations for the payment of interests, fees and expenses;

but in any event excluding:

any Liabilities under or in connection with any Assumed Contract or any other Contract, which are exclusively governed by (and assumed under) Articles 5, 6, 9, 10, 16 and 17;

any Liabilities under or in connection with any employment relationship with any current or former officer or employee (including but not limited to any Liabilities relating to pension or similar benefits), which are exclusively governed by (and assumed under) Articles 10 and 17;

any Liabilities relating to any real estate occupied by the Business at any time prior to the Closing Date but which is not occupied by the Business on the Closing Date;

any Environmental Liability or any Liability for any breach of Environmental Law;

any Liabilities for the payment of Tax having accrued for the Pre-Effective Date Tax Period; and 8.1.9 any financial debt, including any items identified as "Debt" (except for any items identified as "Lease liabilities") in Annex 15.2, unless explicitly provided otherwise in this Agreement.

Release from Assumed Liabilities, Third Party Consent. Seller and Purchaser shall, and shall procure (stehen dafür ein) that the relevant Transferors and the relevant Designated Transferees will, take all such steps as may reasonably be required to effect the release and discharge of Seller and the relevant Transferors from any Assumed Liabilities. If and to the extent a Third Party Consent is required to effect the assumption of any Assumed Liability, Articles 6.2 and 6.3 shall apply accordingly with the modification that no contact shall be made with the relevant third party if Purchaser determines in its absolute discretion that such contact is not advisable or desirable (e.g. if such contact would be likely to draw the attention of the third party to the existence of potential Liabilities) and that no Party is required to incur any costs or additional Liabilities in order to obtain any Third Party Consent.

Certain Definitions. In this Agreement:

"Transferred Leasehold" shall mean the premises which are leased by Seller or a relevant Transferor from an External Third Party on the Closing Date and which are exhaustively listed in part 9.1.1 of Annex 9.1;

"Retained Real Property" shall mean the premises in respect of which Seller or another Siemens Group Company has the title of ownership or hereditary building right on the Closing Date and which are exhaustively listed in part 9.1.2 of Annex 9.1;

"Retained Leasehold" shall mean the premises which are leased by Seller or another Siemens Group Company from an External Third Party on the Closing Date and which are exhaustively listed in part 9.1.3 of Annex 9.1.

No Transferred Real Property

The Parties agree, and Purchaser acknowledges, that (i) the Business does not own any real property or any rights equivalent to real property (grundstücksgleiche Rechte) and (ii) accordingly no real property or rights equivalent to real property (grundstücksgleiche Rechte) will be sold and transferred by Seller and/or the Transferors to Purchaser and/or the Designated Transferees under this Agreement.

Transferred Leasehold

If the transfer of a Transferred Lease Agreement is subject to a Third Party Consent, Seller and Purchaser shall, and shall procure (stehen dafür ein) that the relevant Transferors and the relevant Designated Transferees will, use all commercially reasonable efforts to obtain the Third Party Consent as soon as reasonably practicable and in any event prior to the Closing Date. Section 6.2 shall apply accordingly.

If a required Third Party Consent for the transfer of a Transferred Lease Agreement has not been obtained by the Closing Date, Seller or the relevant Transferor (as sub-lessor) and Purchaser or the relevant Designated Transferee (as sub-lessee) shall enter into a sub-lease agreement for the parts of the respective Transferred Leasehold occupied by the Business for the time period between the Closing Date and the earlier of (i) the receipt of the Third Party Consent or (ii) the end of the term of the relevant Transferred Lease Agreement based on:

the commercial conditions that applied to the Business before the Closing Date for the use of the respective parts of the Transferred Leasehold; and

standard market legal terms considering the legal terms and conditions that applied to the Business before the Closing Date for the use of the respective parts of the Transferred Leasehold.

Furthermore, each such sub-lease agreement shall always be structured (and amended, if necessary) such that any rights, liabilities and obligations of Seller or the relevant Transferor under the respective Transferred Lease Agreement are at all times covered and mirrored by respective rights, liabilities and obligations of Purchaser or the relevant Designated Transferee under the respective sub-lease agreement.

If such sub-lease agreement requires a Third Party Consent, Seller and Purchaser shall, and shall procure (stehen dafür ein) that the relevant Transferors and the relevant Designated Transferees will, use commercially reasonable efforts to obtain such Third Party Consent as promptly as practically possible.

In case of the existing security deposits relating to Transferred Lease Agreements as listed in Annex 9.3.4 and provided that and to the extent such security deposits are not directly paid back by the relevant landlord to Seller or the relevant Transferor, Purchaser shall pay to Seller or the relevant Transferor, within two (2) months after the transfer of the relevant Transferred Lease Agreement, an amount equal to the amount of the relevant security deposit. Any funds subsequently received by Seller or the relevant Transferor in repayment of the relevant security deposit shall be paid on to Purchaser or the relevant Designated Transferee without undue delay following receipt. With respect to any other Securities issued in connection with Transferred Lease Agreements, the provisions of this Agreement relating to Securities and Security Related Contracts shall apply.

Retained Real Property

For those parts of the Retained Real Property which are, on the Closing Date, occupied by the Business, Seller or the relevant Transferor (as lessor) and Purchaser or the relevant Designated Transferee (as lessee) shall enter into new lease agreements based on

the commercial conditions that applied to the Business before the Closing Date for the use of the respective parts of the Retained Real Property; and

standard market legal terms considering the legal terms and conditions that applied to the Business before the Closing Date for the use of the respective parts of the Retained Real Property.

However, in case Seller or the relevant Transferor leased the relevant Retained Real Property from another Siemens Group Company, upon request of Seller or the relevant Transferor, the relevant other Siemens Group Company (as lessor) and Purchaser or the relevant Designated Transferee (as lessee) shall enter into a new lease agreement for those parts of the relevant Retained Real Property occupied by the Business. Regarding the commercial conditions and legal terms of such new lease agreements, Articles 9.4.1(a) and 9.4.1(b) shall apply accordingly.

Seller or the relevant Transferor shall implement measures to ensure the physical separation in accordance with local regulations and Siemens Group standards of the parts of the Retained Real Property (sub-)leased to Purchaser or the relevant Designated Transferee under the new (sub-)lease agreement from the other parts of the Retained Real Property.

In case in relation to the Retained Real Property in Spain, the United Kingdom and the United States the part of the Retained Real Property (sub-)leased by Purchaser or the relevant Designated Transferee under the new (sub-)lease agreement cannot be separated from the other parts of the Retained Real Property in accordance with Article 9.4.2 with commercially reasonable efforts, (i) the respective new (sub-)lease agreement shall terminate and, (ii) unless Seller and Purchaser agree otherwise, Purchaser shall, and shall procure (steht dafür ein) that the relevant Designated Transferee will, vacate the relevant part of the Retained Real Property and relocate the Business as soon as reasonably practicable.

The furniture owned by Seller or the relevant Transferor and used by the Business at the Retained Real Property shall be leased to Purchaser or the relevant Designated Transferee under the new (sub-)lease agreements pursuant to Article 9.4.1.

Retained Leasehold

For those parts of the Retained Leasehold which are, on the Closing Date, occupied by the Business and directly leased by Seller or the relevant Transferor from an External Third Party, Seller or the relevant Transferor (as sub-lessor) and Purchaser or the Designated Transferee (as sub-lessee) shall enter into new sub-lease agreements. Regarding the commercial conditions and legal terms of the new sub-lease agreements, Articles 9.4.1(a) and 9.4.1(b) shall apply accordingly.

However, upon request of Seller or Purchaser, Seller and Purchaser shall use all commercially reasonable efforts to split any such lease agreement with an External Third Party into separate lease agreements between

the External Third Party and Purchaser or the relevant Designated Transferee regarding those parts of the Retained Leasehold which are, on the Closing Date, occupied by the Business; and

the External Third Party and Seller or the relevant Transferor regarding those parts of the Retained Leasehold which are, on the Closing Date, occupied by other businesses of Seller or other Siemens Group Companies.

For the time as from the Closing Date until the relevant lease agreement with an External Third Party is fully split, Seller or the relevant Transferor (as sub-lessor) and Purchaser or the Designated Transferee (as sub-lessee) shall enter into a new sub-lease agreement in accordance with sentences 1 and 2 of this Article 9.5.1.

For those parts of the Retained Leasehold which are, on the Closing Date, occupied by the Business and sub-leased by Seller or the relevant Transferor from another Siemens Group Company, Seller or the relevant Transferor (as sub-lessor) and Purchaser or the relevant Designated Transferee (as sub-lessee) shall enter into new sub-lease agreements. Regarding the commercial conditions and legal terms of the new sub-lease agreements, Articles 9.4.1(a) and 9.4.1(b) shall apply accordingly.

However, upon request of Seller or the relevant Transferor, the relevant other Siemens Group Company (as lessor) and Purchaser or the relevant Designated Transferee (as lessee) shall enter into a new lease agreement for those parts of the relevant Retained Leasehold occupied by the Business. Regarding the commercial conditions and legal terms of such new sub-lease agreements, Articles 9.4.1(a) and 9.4.1(b) shall apply accordingly.

Seller, the relevant Transferor or the relevant other Siemens Group Company shall implement measures to ensure the physical separation in accordance with local regulations and Siemens Group standards of the parts of the Retained Leasehold (sub-)leased to Purchaser or the relevant Designated Transferee under the new (sub-)lease agreement from the other parts of the Retained Leasehold.

In case (i) in relation to the Retained Leasehold in Belgium and Vietnam the part of the Retained Leasehold (sub-)leased to Purchaser or the relevant Designated Transferee under the new (sub-)lease agreement cannot be separated from the other parts of the Retained Leasehold in accordance with Article 9.5.3 with commercially reasonable efforts, (ii) the new sub-lease agreement is not permitted according to the lease agreement with the External Third Party or (iii) a Third Party Consent to such sub-lease agreement is required but cannot be obtained, (a) the respective new (sub-)lease agreement shall terminate, (b) Purchaser shall, and shall procure (steht dafür ein) that the relevant Designated Transferee will, vacate the Retained Leasehold and relocate the Business as soon as reasonably practicable and (c) Seller, the relevant Transferor or the relevant other Siemens Group Company may (partially) terminate the respective lease agreement with the External Third Party without being liable to Purchaser or the relevant Designated Transferee.

The furniture owned by Seller or the relevant Transferor and used by the Business at the Retained Leasehold shall be leased to Purchaser or the relevant Designated Transferee under the new (sub-)lease agreements pursuant to Article 9.5.1.

Real Estate related Service Agreements

The rights and obligations of Seller, the relevant Transferor or the relevant other Siemens Group Company under legally and factually transferable real estate related service agreements (i) entered into with External Third Parties and (ii) exclusively relating to Transferred Leasehold on the Closing Date shall be transferred to, and assumed by, Purchaser or the relevant Designated Transferee as of the Closing Date by way of assumption of contract with full discharge of the original party (im Wege der Vertragsübernahme mit schuldbefreiender Wirkung).

The rights and obligations under real estate related service agreements (a) (i) entered into with External Third Parties and (ii) relating to Retained Property or Retained Leasehold on the Closing Date, (b) legally and/or factually not transferable and/or (c) not exclusively relating to Transferred Leasehold shall remain with Seller, the relevant Transferor or the relevant other Siemens Group Company, and not be transferred to, and assumed by, Purchaser or the relevant Designated Transferee.

Regarding real estate related services for the part of the Retained Real Property or Retained Leasehold (sub-)leased to Purchaser or the relevant Designated Transferee under a new (sub-)lease agreement, Seller, the relevant Transferor or the relevant other Siemens Group Company shall provide those services as part of the new (sub-)lease agreements to Purchaser or the relevant Designated Transferees on the same conditions that applied to the Business before the Closing Date.

Termination of Real Estate-related Contracts. Any Contracts between Siemens Group Companies and any Intracompany Arrangements relating to the occupation of premises by the Business shall be terminated as of the Closing Date, unless provided otherwise in this Article 9.

Third Party Consents. In case a Third Party Consent is required under this Article 9, Articles 6.2 and 6.3 shall apply accordingly, unless explicitly provided otherwise in this Article 9.

Separation and Relocation Expenses. Any costs for physical separations according to this Article 9 shall be borne by Seller, the relevant Transferor or the relevant other Siemens Group Company. If relocations are required for Purchaser or the relevant Designated Transferee according to this Article 9, Seller, the relevant Transferor or the relevant other Siemens Group Company shall bear the moving expenses; all other costs and expenses in connection with the relocation (including any fit-out costs) shall be borne by Purchaser or the relevant Designated Transferee.

Transfer of Employment Relationships. With effect as of the Closing Date, all employment relationships between Seller and the relevant Transferors on the one hand and the following employees and officers of Seller and the relevant Transferors on the other hand shall be transferred to Purchaser and/or the Designated Transferees in accordance with this Article 10 (or, in the case of employees and officers located in China, to the relevant Transferred Company in accordance with the Chinese Carve-out Agreements), in each case together with all rights and obligations pertaining to them:

the employees and officers of Seller and the Transferors listed in Annex 10.1; and

any employees and officers of Seller and the Transferors who are not listed in Annex 10.1, but who are exclusively or primarily employed in, pertaining to or allocable to the Transferred Business prior to the Closing Date,

in each case including any such employees and officers who are hired by Seller or a Transferor between the Signing Date and the Closing Date, regardless of whether their employment relationships commence prior to, on or after the Closing Date, but excluding any such employees and officers whose employment relationships terminate on or prior to the Closing Date (collectively "Business Employees").

Transfer Mechanics.

Seller shall procure (steht dafür ein) that (i) any relocation (Versetzung) of employee or officer who is listed in Annex 10.1 to another business of the Siemens Group as a result of which his/her employment relationship does not transfer in accordance with applicable local Law on the Closing Date, (ii) any increase in the total number of Business Employees compared to the number of employees set out in Annex 10.1 or (iii) any increase of total target salary outside the ordinary course of business and not in line with past practice (i.e. an increase of the aggregate annual total target salary by more than three percent (3%)) compared to the costs described in Annex 10.1 will in each case only be made with the prior written approval of Purchaser. Until the Closing Date, Seller shall report to Purchaser any change to the initial list of the Business Employees attached hereto as Annex 10.1 within ten (10) Business Days after the end of each calendar month.

With effect as of the Closing Date, the Business Employees shall in general automatically transfer to Purchaser or the relevant Designated Transferees with their terms and conditions as existing on the Closing Date if and to the extent such automatic transfer takes place in accordance with applicable local Law. If and to the extent the employment relationships with any Business Employees do not automatically transfer to Purchaser or the relevant Designated Transferees under applicable local Law, Seller shall, and shall procure (steht dafür ein) that the relevant Transferors will, to the extent legally permissible, terminate the employment relationships with each of the respective Business Employees, and Purchaser shall, and shall procure (steht dafür ein) that the relevant Designated Transferees will, offer employment relationships to each of the respective Business Employees on terms and conditions of employment which, in case of each individual Business Employee, are in the aggregate no less favorable than, those on which the respective Business Employee was employed by Seller or the relevant Transferor immediately prior to the Closing Date, subject to any agreement reached by Seller and/or the relevant Transferor with the competent unions and works councils or employee representatives, as the case may be, in accordance with Article 10.8, including with respect to pension and Retirement Benefits and acknowledgement of service periods. Seller, Purchaser, the relevant Transferor and/or the relevant Designated Transferee may also offer each relevant Business Employee, instead of such termination of the existing and conclusion of a new employment relationship, a contractual transfer of the respective employment relationship from Seller or the relevant Transferor to Purchaser or the relevant Designated Transferee by way of a tripartite agreement. Purchaser shall, and shall procure (steht dafür ein) that the relevant Designated Transferees will, recognize, for each Business Employee, service earned up to the Closing Date with Seller or the relevant Transferor or any of their respective predecessors to the same extent recognized by the current employer for the purpose of calculating and vesting of benefits and entitlements based on service duration. Any severance payment due to the Business Employees as a compensation for not recognized years of service as a result of the termination and/or transfer of the respective employment relationship as set out in this Article 10.2.2 shall be for the account of Purchaser or the relevant Designated Transferee. Seller and Purchaser shall, and shall procure (stehen dafür ein) that the relevant Transferors and the relevant Designated Transferees will, use best efforts to ensure that as many Business Employees as possible accept the transfer, and shall inform the respective other Party without undue delay (unverzüglich) of any objections issued by any of the Business Employees against such transfer.

Any transfer in accordance with Article 13.2.1 or 13.2.2 shall include any benefits, costs and losses from holding the respective asset or liability after the Closing Date and Seller and Purchaser shall, and shall procure (stehen dafür ein) that the relevant Transferors and the relevant Designated Transferees will, put each other in a position as if the respective transfer had not occurred (in case of Article 13.2.1) or occurred (in case of Article 13.2.2) as of the Closing Date. If the respective asset or liability has been transferred to a third party after the Closing Date or otherwise cannot be transferred in accordance with Article 13.2.1 or 13.2.2, Seller and Purchaser shall put each other economically in a position as if the respective transfer had not occurred (in case of Article 13.2.1) or occurred (in case of Article 13.2.2) as of the Closing Date.

Any claims under Articles 13.2.1 through 13.2.3 shall become time-barred two (2) years after the Closing Date. The indemnification obligations pursuant to Article 14 shall remain unaffected by Articles 13.2.1 through 13.2.4.

Seller and Purchaser shall procure (stehen dafür ein) that until two (2) years after the Closing Date any payments in relation to the Business which were received by the respective Party or its Affiliates but belong to the respective other Party or its Affiliates are forwarded at least once a month to the respective other Party in the respective currency.

Local Transfer Agreements

Seller and the relevant Transferors shall transfer title to the Transferred Shares not by this Agreement, but by a separate Chinese law equity transfer agreement, a draft of which is attached hereto as Annex 14.1.1 ("Local Share Transfer Agreement") which shall be adjusted (i) to reflect, except if and to the extent required otherwise by mandatory local Law, the terms of this Agreement and (ii) to reflect mandatory local Law applicable to the transfer of the Transferred Shares as well as the customary local form for Chinese law equity transfer agreements of this nature.

Seller and the relevant Transferors shall transfer title to the Transferred Business (other than the Transferred Shares) not by this Agreement, but by separate local asset transfer agreements, a draft of which is attached hereto as Annex 14.1.2 (collectively "Local Asset Transfer Agreements") which shall be governed by the laws of the applicable jurisdictions and adjusted (i) to reflect, except if and to the extent required otherwise by mandatory local Law, the terms of this Agreement and (ii) to reflect mandatory local Law applicable to the transfer of the respective parts of the Transferred Business (other than the Transferred Shares) as well as the customary local form for local asset transfer agreements of this nature.

The Local Share Transfer Agreement and the Local Asset Transfer Agreements (collectively "Local Transfer Agreements") shall also provide for the sale (Verkauf or equivalent concept under local Law) of the respective parts of the Transferred Business if and to the extent applicable local Law requires such sale to be agreed between Seller and/or the relevant Transferor on the one hand and Purchaser and/or the relevant Designated Transferee on the other hand.

Seller shall, and shall procure (steht dafür ein) that the relevant Transferors will, and Purchaser shall, and shall procure (steht dafür ein) that the relevant Designated Transferees will, execute the Local Transfer Agreements on or prior to the Scheduled Closing Date.

Other than in accordance with Articles 14.1.1 through 14.1.4, the Local Transfer Agreements shall not impose any additional rights and obligations on the respective parties. In the event of any conflict between this Agreement and the Local Transfer Agreements, the provisions of this Agreement shall prevail, except if and to the extent required otherwise by mandatory Law. Seller and Purchaser shall procure (stehen dafür ein) that any dispute arising out of, or in connection with, any of the Local Transfer Agreements between the respective parties to the relevant Local Transfer Agreement will be resolved exclusively between Seller and Purchaser and only in accordance with the terms and conditions of this Agreement, as if the relevant Local Transfer Agreement had been concluded directly between Seller and Purchaser. Seller and Purchaser shall indemnify and hold harmless the respective other Party from any Liabilities, costs or expenses incurred by the respective other Party or any of its Affiliates in connection with any dispute pursued locally, except for any dispute regarding claims for specific performance (Erfüllungsansprüche) raised under any of the Local Transfer Agreements.

Consummation of Transfer. Except as expressly provided otherwise in this Agreement, e.g. in cases in which Third Party Consent is required, in which case the respective provisions on dealing with Third Party Consents shall apply, Seller and Purchaser shall, and shall procure (stehen dafür ein) that the relevant Transferors and the relevant Designated Transferees will, do all acts, and sign, execute and deliver all documents, which are necessary to effect the transfer of Seller's and the relevant Transferors' right, title and interest in the Transferred Business to Purchaser and the relevant Designated Transferees in accordance with the terms and conditions of this Agreement.

Sanctions and Export Control Laws Assessment. Seller and Purchaser undertake to jointly assess whether any sanctions and/or export control Laws affect the transfer of (i) parts of the Transferred Business (not including the Nuremberg Assets) as soon as reasonably possible after the Signing Date, and in any event in due time before the jointly expected Scheduled Closing Date, and (ii) the Nuremberg Assets in due time before the Nuremberg Assets Transfer Date. If Seller or Purchaser concludes that sanctions and/or export control Laws affect the transfer of parts of the Transferred Business, Seller and Purchaser shall in good faith discuss and agree on an economically reasonable solution which reasonably reflects their economic intentions while avoiding a violation of the respective sanctions and/or export control Laws.

Condition Precedent. Seller and Purchaser agree that any transfer of title or ownership rights, any assignment of rights, any assumption of Liabilities and Contracts and any license grant from Seller and/or any Transferor to Purchaser and/or any Designated Transferee provided for under this Agreement shall be subject to the condition precedent (aufschiebende Bedingung) that all Closing Conditions have been fulfilled or duly waived by the respective authorized Parties and all Closing Date Actions have been performed or duly waived by the respective authorized Parties in accordance with this Agreement.

Possession. On the Scheduled Closing Date, Seller shall, and shall procure (steht dafür ein) the relevant Transferors will, grant to Purchaser and the relevant Designated Transferees possession of the movable tangible assets sold pursuant to this Agreement. To the extent that granting possession to Purchaser or any relevant Designated Transferees requires transportation and/or shipment of individual movable tangible assets to Purchaser or the relevant Designated Transferees, such transportation and/or shipment shall be organized and carried out by, and occur at the risk of, Purchaser or the relevant Designated Transferee, but at equal cost of Seller or the relevant Transferor (fifty percent (50%)) on the one hand and Purchaser or the relevant Transferee (fifty percent (50%)) on the other hand, unless such transportation and/or shipment takes place to a location specifically requested by Purchaser or the relevant Designated Transferee, in which case such transportation and/or shipment shall be at the sole cost of Purchaser or the relevant Designated Transferee. To the extent that Purchaser or any relevant Designated Transferees do not obtain possession of individual movable tangible assets on the Scheduled Closing Date, the transfer of possession required to complete the transfer of title shall be replaced by the agreement that such assets shall be kept by Seller and/or the relevant Transferors as from the Scheduled Closing Date in safe custody for Purchaser and/or the relevant Designated Transferees. To the extent that on the Scheduled Closing Date individual movable tangible assets are within the possession of third parties, the transfer of possession required to complete the transfer of title shall be replaced by Seller's and/or the relevant Transferors' assignment of their claim of repossession (Abtretung des Herausgabeanspruchs) to Purchaser and/or the relevant Designated Transferees.

Purchase Price. The purchase price for the Transferred Business ("Purchase Price") to be paid by Purchaser (also on behalf of the relevant Designated Transferees) to Seller (also on behalf of the relevant Transferors) shall be the aggregate of:

a fixed amount of EUR 187,870,000 (in words: Euro one hundred and eighty-seven million, eight hundred and seventy thousand);

plus the combined amount of Cash of the Transferred Business on the Effective Date determined in accordance with Article 15.2 on the basis of the Final Effective Date Statement;

minus the combined amount of Debt of the Transferred Business on the Effective Date as determined in accordance with Article 15.2 on the basis of the Final Effective Date Statement;

plus the amount, if any, by which the combined amount of Working Capital of the Transferred Business on the Effective Date determined in accordance with Article 15.2 on the basis of the Final Effective Date Statement exceeds [******];

minus the amount, if any, by which the combined amount of Working Capital of the Transferred Business existing on the Effective Date as determined in accordance with Article 15.2 on the basis of the Final Effective Date Statement falls below [******] and

minus the Pension Deficit Amount (as set out in Article 10.6.1).

Calculation of Purchase Price, Certain Definitions.

For purposes of calculating and determining the Purchase Price, the definitions and provisions set forth in Annex 15.2 shall apply.

"Cash" shall mean any of the items identified as "Cash" in Annex 15.2, combined with respect to the Transferred Business and calculated in accordance with the Relevant Accounting Principles, but shall not include (i) any Taxes, except to the extent related to the Transferred Companies as explicitly included in the Cash pursuant to Annex 15.2, or (ii) any Pension Assets (including the German DB Cash Funding Amount).

"Debt" shall mean any of the items identified as "Debt" in Annex 15.2 (including the specific debt-like items identified therein), combined with respect to the Transferred Business and calculated in accordance with the Relevant Accounting Principles, but shall not include (i) any Taxes, except to the extent related to the Transferred Companies as explicitly included in the Debt pursuant to Annex 15.2, (ii) any Pension Liabilities or (iii) any Liabilities or provisions related to the EBC Schemes, the STA, the IA, [******]

"Working Capital" shall mean any of the items identified as "Working Capital" in Annex 15.2, combined with respect to the Transferred Business and calculated in accordance with the Relevant Accounting Principles, but shall not include (i) any Cash items, (ii) any Debt items, (iii) any Taxes, except to the extent to be explicitly included in the Working Capital pursuant to Annex 15.2, (iv) any Pension Assets (including the German DB Cash Funding Amount), (v) any Pension Liabilities or (vi) any Liabilities or provisions related to the EBC Schemes, the STA, the IA, [******]

Preliminary Purchase Price

No later than eight (8) Business Days prior to the Scheduled Closing Date, Seller shall deliver to Purchaser a written statement of Seller's reasonable good faith estimate of the Purchase Price ("Preliminary Purchase Price"), including Seller's reasonable good faith estimate of the combined amounts of Cash, Debt and Working Capital and the Estimated Pension Deficit Amount.

The estimates of the amounts relevant for calculating the Preliminary Purchase Price shall be based on the Relevant Accounting Principles, unless explicitly otherwise provided in this Agreement.

The notification of the foregoing estimates shall include reasonable documentation and details supporting such estimates. Until and including the fourth (4th) Business Day prior to the Scheduled Closing Date, Purchaser may comment on Seller's estimates. Seller shall cooperate in good faith with Purchaser to review such comments, provided, however, that in the absence of manifest error, the amounts notified by Seller to Purchaser pursuant to Article 15.3.1 shall prevail.

The payment of the Preliminary Purchase Price shall become due (fällig) and payable (zahlbar) on the Scheduled Closing Date.

If payment by Purchaser on behalf of a Designated Transferee to Seller on behalf of a Transferor is not legally permissible in the jurisdiction concerned, (i) the respective portion of the Preliminary Purchase Price shall be paid directly by the relevant Designated Transferee to the relevant Transferor and (ii) the amount of the Preliminary Purchase Price to be paid directly by Purchaser to Seller shall be adjusted accordingly.

Final Purchase Price

Following the Closing Date, Seller and Purchaser shall finally determine the combined amounts of Cash, Debt and Working Capital as well as the resulting amount of the Purchase Price ("Final Purchase Price"), in accordance with the process described in Annex 15.4.1-1.

Upon the latest of (i) the Effective Date Statement becoming binding on Seller and Purchaser in accordance with Annex 15.4.1-1 and (ii) the Pension Deficit Amount becoming binding on Seller and Purchaser pursuant to Article 10.6, any difference between the Final Purchase Price and the Preliminary Purchase Price ("Purchase Price Adjustment Amount") shall be settled as follows:

In the event that a Purchase Price Adjustment Amount shall be in favor of Seller, Purchaser (also on behalf of the relevant Designated Transferees) shall pay to Seller (also on behalf of the relevant Transferors) such Purchase Price Adjustment Amount plus interest on such amount at a per annum rate of 100 (in words: one hundred) basis points over EURIBOR as from and including the Closing Date until, but not including, the day of payment, by wire transfer into Seller's Account.

In the event that a Purchase Price Adjustment Amount shall be in favor of Purchaser, Seller (also on behalf of the relevant Transferors) shall pay to Purchaser (also on behalf of the relevant Designated Transferees) such Purchase Price Adjustment Amount plus interest on such amount at a per annum rate of 100 (in words: one hundred) basis points over EURIBOR as from and including the Closing Date until, but not including, the day of payment, by wire transfer into Purchaser's Account.

Any payment of a Purchase Price Adjustment Amount shall become due (fällig) and payable (zahlbar) ten (10) Business Days after the latest of (i) the Effective Date Statement becoming binding on Seller and Purchaser in accordance with Annex 15.4.1-1, and (ii) the Pension Deficit Amount becoming binding on Seller and Purchaser pursuant to Article 10.6.

If payment by Purchaser on behalf of a Designated Transferee to Seller on behalf of a Transferor, or payment by Seller on behalf of a Transferor to Purchaser on behalf of a Designated Transferee, as the case may be, is not legally permissible in the jurisdiction concerned, (i) the respective portion of the Purchase Price Adjustment Amount shall be paid directly by the relevant Designated Transferee to the relevant Transferor, or the relevant Transferor to the relevant Designated Transferee, as the case may be, and (ii) the amount of the Purchase Price Adjustment Amount to be paid directly by Purchaser to Seller, or Seller to Purchaser, as the case may be, shall be adjusted accordingly.

Model Calculation. Purely for illustrative purposes, Annex 15.5 contains a model calculation of the Purchase Price.

Seller's and Purchaser's Account

All payments owed to Seller and/or the Transferors under or in connection with this Agreement shall be paid free of costs and charges in immediately available funds by wire transfer to the following bank account of Seller ("Seller's Account"):

IBAN: [******]

BIC: [******]

Bank: [******]

All payments owed to Purchaser and/or the Designated Transferees under or in connection with this Agreement shall be paid free of costs and charges in immediately available funds by wire transfer to a bank account of Purchaser ("Purchaser's Account") to be notified by Purchaser to Seller in writing in advance of the applicable payment.

Purchase Price Allocation

Subject to further adjustments under Articles 15.4, 23.6 or 28.5, Seller and Purchaser have agreed on an allocation of the Purchase Price to Seller and the Transferors on the one hand and Purchaser and the Designated Transferees on the other hand to the extent set out in Annex 15.7.1.

Any adjustments to the Purchase Price shall, subject to Article 15.7.3, be made as follows:

if it is specifically referable to Seller or a particular Transferor, it shall so far as possible adjust the portion of the Purchase Price allocated to Seller or that particular Transferor;

otherwise, it shall adjust the allocation of the Purchase Price as Seller and Purchaser agree to be appropriate under the relevant circumstances; in the absence of such agreement, the Purchase Price allocated to Seller and the Transferors shall be adjusted pro rata.

If any adjustment to the Purchase Price would in either case reduce the portion of the Purchase Price allocated to Seller or a particular Transferor to less than EUR 1 (in words: Euro one) or one (1) unit of any relevant other currency, as the case may be, then such payment or adjustment shall be made as follows:

If a reduction of the portion of the Purchase Price to less than EUR 1 (in words: Euro one) or one (1) unit of the relevant other currency, as the case may be, is legally permissible in the jurisdiction concerned, the portion of the Purchase Price allocated to Seller or that particular Transferor shall be reduced accordingly, i.e. to less than EUR 1 (in words: Euro one) or to less than one (1) unit of the relevant other currency, as the case may be; or

If a reduction of the portion of the Purchase Price to less than EUR 1 (in words: Euro one) or to less than one (1) unit of the relevant other currency, as the case may be, is not legally permissible in the jurisdiction concerned,

the portion of the Purchase Price allocated to Seller or that particular Transferor shall be reduced to EUR 1 (in words: Euro one) or to one (1) unit of the relevant other currency, as the case may be; and

the balance shall adjust the portion of the Purchase Price allocated as Seller and Purchaser agree to be appropriate under the relevant circumstances; in the absence of such agreement, the adjustment of the allocation of the Purchase Price to Seller and the other Transferors shall be determined by Seller in its sole discretion.

Tax Withholding on behalf of Seller's Taxes

If and to the extent a payment to be made by Purchaser or any Designated Transferee under or in connection with this Agreement is subject to any withholding or deduction of Tax owed and payable by Seller or any Transferor to a Tax Authority under applicable Law as a direct result of the transactions contemplated by this Agreement, Purchaser and the relevant Designated Transferees shall (i) be entitled to withhold and deduct such Tax in the minimum amount as required to be deducted and withheld, under applicable Law or according to a Tax assessment notice or payment request issued by a Tax Authority, (ii) inform Seller and the relevant Transferor in writing about any required withholding within twenty (20) Business Days after the Signing Date, specifying in reasonable details the amounts, rates and Laws under which the withholding is required, (iii) when due pay the amounts deducted or withheld to the competent Tax Authority in a timely manner and (iv) pay out the net amount of the payment to Seller or the relevant Transferor after the deduction or withholding has been made, provided that such withholding or deduction (y) cannot be avoided or made in a lower amount (e.g. by observing reasonable formal procedures available to this effect under applicable Law), and (z) is not caused or increased by any act or omission of any person other than Seller or the relevant Transferor except if the act or omission was required by applicable Law or in accordance with this Agreement.

All amounts withheld or deducted and paid to the competent Tax Authority by Purchaser and the relevant Designated Transferees in accordance with Article 15.8.1 shall be treated for all purposes of this Agreement as having been paid to Seller or the relevant Transferors, to the extent that Purchaser or the relevant Designated Transferees have provided without undue delay (unverzüglich) documentation evidencing the amounts withheld or deducted and paid to the competent Tax Authority, in particular any documentation provided for in this respect under applicable Law, including but not limited to original withholding tax certificates.

Upon Seller's written request, at Seller's cost and as per Seller's instructions, Purchaser or the relevant Designated Transferee shall seek legal remedy available against any order, judgement or other act giving rise to Purchaser's or the relevant Designated Transferee's obligation to conduct a withholding or deduction in accordance with Article 15.8.1.

Certain Definitions. In this Agreement:

"Securities" shall mean all bonds, surety bonds, guarantees, guarantees for the due performance of contractual obligations, suretyships, parent company guarantees, letters of comfort, (standby) letters of credit, letters of support or other securities of any kind, in each case issued in favor of customers, consortium partners, banks, insurance companies, financial institutions or other third parties, which banks, insurance companies, financial institutions, Seller or other Siemens Group Companies have issued in respect of the Transferred Business until the Signing Date, an exhaustive list of which is attached hereto as Annex 16.1, or may issue until the Closing Date in respect of the Transferred Business, subject to Purchaser's prior written consent (except for the Letters of Support) if the volume of the Securities exceeds EUR 100,000 (in words: Euro one hundred thousand) in the aggregate, such consent not to be unreasonably withheld, conditioned or delayed;

"Security Charges" shall mean all present and future actual and contingent obligations and liabilities of Seller or other Siemens Group Companies to pay interest, fees, costs or expenses in connection with a Security to the issuer of a Security, including to Seller or other Siemens Group Companies being the issuer;

"Security Related Contract" shall mean any contract or arrangement in connection with, or relating to, any Security; and

"Security Liability" shall mean collectively all present and future actual and contingent obligations and liabilities of Seller or other Siemens Group Companies under or in connection with the Securities, the Security Related Contracts and the Security Charges.

Assumption of Securities. As of the Closing Date, Purchaser hereby assumes with full discharge (im Wege der befreienden Schuldübernahme) of Seller and the relevant other Siemens Group Companies all Security Liability. Purchaser shall procure (steht dafür ein) that within six (6) months after the Closing Date ("Security Liability Release Period"), (i) Seller and the relevant other Siemens Group Companies are fully released from any Security Liability by providing replacement securities to the third parties to which the Securities have been issued (collectively "Security Beneficiaries") or otherwise and (ii) in each case any documents or instruments evidencing that the Securities are returned by the Security Beneficiaries to Seller or the relevant other Siemens Group Companies, as the case may be; it being understood that Purchaser's obligation to procure such release from any Security Liability and the obligation to return such documents and instruments shall continue to exist after the Security Liability Release Period to the extent such release has not yet been achieved by the end of the Security Liability Release Period. As from the Closing Date, Purchaser shall be jointly and severally liable for, and shall indemnify and hold harmless Seller and the relevant other Siemens Group Companies as third party beneficiaries from, any Security Liability.

Charges for the Securities. As from the Closing Date until and including the date on which Seller and all other Siemens Group Companies are fully released by the relevant Security Beneficiaries from any Security Liability and all documents or instruments evidencing the Securities are returned by the Security Beneficiaries to Seller and the relevant other Siemens Group Companies, Purchaser shall, and shall procure (steht dafür ein) that the relevant Designated Transferees and the relevant Transferred Companies will, satisfy any and all obligations, including any payment obligations and any Security Charges, arising out of, or in connection with, any Securities and any Security Related Contracts within ten (10) Business Days of the date of receipt of an invoice, but excluding any interest, fees, costs or expenses payable to the Seller or another Siemens Group Company in connection with a Security, which Seller hereby waives and shall procure (steht dafür ein) that any other relevant Siemens Group Company will waive.

No Further Obligations. As of the Closing Date, neither Seller nor any other Siemens Group Companies shall have any obligation to provide new Securities or extend, increase or otherwise modify any existing Securities nor to assume or extend any obligations or liabilities in connection with any of the Securities.

Chinese Letters of Support. Purchaser is aware that Chinese NewCo will enter into several guarantee facility agreements with banks, financial institutions or insurance companies for the issuance of Securities (collectively "Security Providers"). Purchaser is further aware that (i) such guarantee facility agreements will be secured by global letters of support (collectively "Letters of Support") which will be issued by Seller and (ii) such Letters of Support will terminate two (2) months after the Closing Date. Purchaser acknowledges that after the termination of the Letters of Support, Chinese NewCo may be obliged under the guarantee facility agreements to provide to the Security Providers cash collateral or other security in order to secure the exposure of the Security Providers under the relevant guarantee facility agreements.

Time Limitation. Any claims arising under this Article 16 shall become time-barred (verjährt) not earlier than the date on which the corresponding claim under the Security and the Security Related Contract becomes time-barred (verjährt).

Bring-Down Disclosure.

On or at the earliest three (3) Business Days before the Scheduled Closing Date, Seller shall examine the Seller's Guarantees and obtain from all Seller's Representatives information about any facts or circumstances that (i) have occurred after the Signing Date, (ii) have become known (positive Kenntnis) to such persons after the Signing Date and (iii) constitute a breach of any of the Seller's Guarantees given as of the Closing Date (collectively "Closing Date Guarantees"). Based on the information obtained in accordance with the preceding sentence, Seller shall prepare a written statement, a draft of which is attached hereto as Annex 20.2.1 ("Bring Down Certificate"), specifying any Closing Date Guarantee which was true and correct as of the Signing Date, but is no longer true and correct as of the Closing Date, as well as in each case the facts and circumstances resulting in such Closing Date Guarantee no longer being true and correct as of the Closing Date.

20.5

Closing Memorandum. Upon completion of the Closing Date Actions, Seller and Purchaser shall execute and sign a closing memorandum substantially in the form attached hereto as Annex 20.5 confirming that the Closing Conditions have been fulfilled or duly waived, that the Closing Date Actions have been performed or duly waived and that the Closing has occurred. The Closing Date Actions shall be deemed to take place simultaneously and no Closing Date Action shall be deemed to have been performed until all Closing Date Actions have been performed or duly waived, as the case may be, and the closing memorandum has been signed by Seller and Purchaser.

Seller's Guarantees. Seller hereby guarantees, subject to any limitations contained in this Agreement, in particular the remedies and limitations set out in Article 23, the procedure for dealing inter alia with Purchaser Claims and Third Party Claims set out in Article 24 and the Time Limitations, De Minimis Amount, Basket, W&I Liability Cap, General Liability Cap and Overall Liability Cap set out in Article 25, by way of an independent guarantee (selbstständiges Garantieversprechen) pursuant to Section 311 (1) German Civil Code (BGB) that the statements set forth in this Article 21.1 (collectively "Seller's Guarantees") are true and correct as of the Signing Date and as of any other date explicitly referred to below:

Existence of Transferred Companies

As of the Signing Date and the Closing Date, the Transferred Shares (i) are owned by Seller or a Transferor as stated in Annex 4.1, (ii) represent the entire share capital of the respective Transferred Company, (iii) have been validly issued, (iv) are fully paid up (as of the Closing Date) and non-assessable and capital contributions have not been repaid in whole or in part, (v) have not been pledged, assigned, charged or used as a security to or by a third party, (vi) are free and clear of any liens, encumbrances or other third party rights and (vii) are not subject to any additional capital contribution obligations. As of the Signing Date and the Closing Date, there are no pre-emptive rights, rights of first refusal, options or other rights of any third party to purchase or acquire the Transferred Shares and no person has a right or claim for the issuance of any new shares or other equity interests in the Transferred Companies.

As of the Signing Date and the Closing Date, no bankruptcy, insolvency or judicial composition proceedings concerning Seller, any Transferor or any Transferred Company have been applied for by Seller, the Transferors or the Transferred Companies and, to the Best Knowledge of Seller, any third parties and, to the Best Knowledge of Seller, no circumstances exist which (i) would require the application for any such bankruptcy, insolvency or judicial composition proceedings or (ii) could justify the voidance of this Agreement or any of the agreements contemplated by this Agreement pursuant to any applicable bankruptcy laws. As of the Signing Date and the Closing Date, neither Seller, nor any Transferor or any Transferred Company is unable to pay its debts as they fall due (zahlungsunfähig) or overindebted (überschuldet).

Seller has furnished Purchaser prior to the Signing Date with the combined financial information for the Business as of 31 March 2022 ("Reference Date"), a copy of which is attached hereto as Annex 21.1.6(a)-1, and which comprises a Combined Statement of Net Capital Employed as of the Reference Date ("Reference Date Financials"). To the Best Knowledge of Seller, the Reference Date Financials have been prepared with the diligence of a prudent business person and, in all material respects, in accordance with the basis of preparation of the Reference Date Financials attached hereto as Annex 21.1.6(a)-2 ("Basis of Preparation"). To the Best Knowledge of Seller, taking into consideration the Basis of Preparation (and any caveats and limitations described therein), the Reference Date Financials reflect in all material respects the financial position of the Business as of the Reference Date.

Seller has furnished Purchaser prior to the Signing Date with profit and loss figures for the full fiscal year period ending on 30 September 2021, for the first quarter period ending on 31 December 2021 and for the second quarter period ending on 31 March 2022, a copy of which is attached hereto as Annex 21.1.6(b) ("Management Accounts"). Taking into consideration the nature of the Management Accounts, the limited purpose for which they were prepared for this transaction, that they contain certain scope adjustments and reflect certain manufacturing service relationships as outlined in Annex 21.1.6(b), that the Russian Federation was considered part of the Business at the time of preparation and the fact that the Business is not currently operated as a standalone legal entity or standalone group of legal entities, to the Best Knowledge of Seller, the Management Accounts at the time of preparation and considering what has been disclosed in Annex 21.1.6(b), do not materially misstate the financial position of the Business for the periods in respect of which they were prepared.

Seller and Purchaser agree that nothing in this Article 21.1.6 shall be construed or interpreted as an objective balance sheet guarantee (objektive Bilanzgarantie).

To the Best Knowledge of Seller and except as disclosed in Annex 21.1.7, in the period since the Reference Date, Seller, the Transferors and the Transferred Companies have conducted the Business, in all material respects, consistent with past practice, as amended since March 2020 by precautionary and customary measures taken against the COVID19 pandemic.

To the Best Knowledge of Seller and except as disclosed in Annex 21.1.8(a), all tangible fixed assets (Sachanlagevermögen), other than real property or rights equivalent to real property (grundstücksgleiche Rechte), which are necessary to carry out the Business in substantially the same manner as on the Signing Date (collectively "Material Assets") (i) are owned by, or in the lawful possession of, Seller, the Transferors or the Transferred Companies and (ii) as of the Signing Date would constitute Transferred Tangible Assets or other tangible fixed assets provided to the Business or the Transferred Companies as set forth in Articles 21.1.8(d)(aa) or 21.1.8(d)(bb) (including the Nuremberg Assets).

To the Best Knowledge of Seller and except as disclosed in Annex 21.1.8(b), the Material Assets are not charged with any rights in rem (dingliche Rechte) of third parties including the transfer for security purposes (Sicherungsübereignungen), except for