Pursuant to the terms and subject to the conditions set forth in this Share Purchase Agreement (the "Agreement"), the Parties agree to unwind the SPA D.________ GmbH –
A.________ AG and the Seller agrees to sell and transfer to the Buyer, which accepts to
buy and receive, the Sale Shares free from all liens, charges and encumbrances, together
with all rights attaching thereto against payment by the Buyer of the Purchase Price as
defined and under the terms and conditions set forth below.

2 PURCHASE PRICE