AGREEMENT ON THE IRREVOCABLE UNDERTAKING

▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, born on September 13, 1969, residing at ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (the Shareholder);

Blitz F21-842 AG (in future: ABBA BidCo AG), a stock corporation (Aktiengesellschaft) incorporated under the laws of Germany, having its registered office at Frankfurt am Main, Germany, and registered with the Local Court of Frankfurt am Main, Germany, under HRB 121819 (the Bidder); and

BorgWarner Inc., a corporation incorporated under the laws of the State of Delaware, United States of America, having its registered office at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America (BW and together with the Bidder the Acquirors)

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

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

The Shareholder holds a total of 303,296 Target Shares (the Shareholder’s Shares). The Shareholder’s Shares represent approximately 5.00335 per cent of the issued and outstanding share capital of the Target as of the Effective Date (as defined in clause 1.1(a)) and are held in a securities deposit with Commerzbank and Targobank in Darmstadt, Germany, as attached hereto as Schedule B.

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

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

Bidder’s Obligations regarding the Offer

The Bidder hereby undertakes to

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

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

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

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

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

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

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

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

Shareholder’s Obligations regarding the Acceptance of the Offer

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

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

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

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

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

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

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

Lock up, Standstill

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

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

Representations and Warranties by the Shareholder; Remedies

Shareholder’s Guarantees

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

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

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

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

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

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

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

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

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

Knowledge of Shareholder

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

No Further Representations

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

Remedies

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

The Parties must immediately notify the respective other Parties and their advisers in writing of any changes to their addresses specified above. Until such notice is received, the previous address shall be deemed valid.

Service of Process

Clause 11 (Notices) shall not apply in relation to the service of any claim form, notice, order, judgment or other document relating to or in connection with any legal proceedings, suit or action (including arbitration) arising out of or in connection with this Agreement. BW and the Bidder hereby appoint the lawyers admitted in Germany of the law firm of Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ Rechtsanwälte Steuerberater PartG mbB as their respective agent for service of process for all legal proceedings arising out of or in connection with this Agreement. Any appointments shall only terminate upon the appointment of another agent for service of process domiciled in Germany, provided that the agent for service of process is an attorney admitted to the bar in Germany and her/his appointment has been notified to the Shareholder in case of BW’s or the Bidder’s agent or to BW and the Bidder in case of the Shareholder’s agent. If any appointment terminates otherwise (e.g., because the appointee ceases to exist), the relevant Party must without undue delay, but in any event no later than within ten (10) Business Days following such termination, appoint another agent for service of process who meets the requirements set out in the preceding sentence. If such appointment is not made as required, service can be effected, by posting the claim form, notice, order, judgment or other document by registered letter with acknowledgement of receipt or equivalent under the address of the respective Party stated in clause 8.1. Service shall then be deemed to have been effected on the addressee on the tenth (10^th) day following the lodging of the letter. The Parties shall promptly after the Effective Date and upon the appointment of any new agent for service of process issue to the agent a written power of attorney and shall irrevocably instruct the agent to submit such deed in connection with any service of process under or in connection with this Agreement. The Parties agree that they waive any objection to the service so effected.

Termination prior to Offer Completion

The Shareholder shall be entitled to terminate (kündigen) this Agreement by written notice to the Acquirors if

the Offer Document has not been published within the time period as prescribed in the WpÜG and/or in compliance with the requirements of clause 1;

either of the Acquirors fails to comply in any material respect with its obligations under this Agreement; or

the Business Combination Agreement has been terminated.

The Bidder and BW shall each individually be entitled to terminate this Agreement by written notice to the Shareholder if (a) the Shareholder fails in any material respect to comply with its obligations under this Agreement or (b) the Business Combination Agreement has been terminated..

Each Party shall be entitled to terminate this Agreement by written notice to the respective other Party if one or more conditions included in the Offer Document (that has not been waived in accordance with the Offer Document) finally failed (endgültig ausfallen).

The terminaton rights pursuant to clause 13.1 through clause 13.3 shall only be exercised within one (1) month after the termination right has arisen.

In case of a termination in accordance with this clause 13,

all rights and obligations of the Parties hereunder shall terminate without any liability of any Party to the other Party, other than any liability for breaches of this Agreement prior to the termination which has been the cause for the termination of this Agreement; and

this Agreement shall immediately cease to have any effect, with the exception only of its clause 13.5 and clause 8 (Confidentiality) through 10 (Service of Process) and 17 (Costs) as well as 15 (Miscellaneous), which shall continue to apply.

Costs

All transfer taxes, stamp duties, statutory fees (notarial fees), registration duties or other charges related in order to obtain any regulatory clearances (including merger control and other regulatory proceedings) payable in connection with the execution of this Agreement or the Offer shall be borne by Acquirors. Each Party shall pay its own expenses, including the costs of its advisors, incurred in connection with this Agreement.

Miscellaneous

If one or more provisions of this Agreement should be or become wholly or partially invalid or void, the validity of the other provisions of this Agreement shall not be affected thereby. The same shall apply if it should transpire that this Agreement contains an omission. In place of the invalid or void provision (or, as the case may be, in order to rectify the omission), an appropriate provision which comes as close as legally possible to what the Parties were trying to achieve with the invalid or void provision (or, as the case may be, the invalid or void part thereof) shall be deemed agreed upon. If a contractual omission needs to be rectified, a provision shall be deemed agreed upon which, in view of the purpose and intent of this Agreement, comes as close as possible to what the Parties would have agreed if they had been aware of the omission at the time that this Agreement was concluded.

This Agreement sets out the entire agreement between the Parties relating to the subject-matter hereof. Variations and additions to this Agreement shall be made in writing. The same shall apply to any waiver of the need to comply with the provisions of this clause 15.2.

This Agreement may be executed by the Parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Any signature (including, without limitation, (i) any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record and (ii) any facsimile, E-pencil or .pdf signature) hereto or to any other certificate, agreement or document related to this Agreement, and any contract formation or record-keeping, in each case, through electronic means, shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law.

Terms to which a German translation has been added shall be interpreted as having the meaning assigned to them by the German translation. The headings of the clauses and subclauses in this Agreement are for convenience purposes only and shall not affect the interpretation of any of the provisions hereof.

This Agreement shall be governed by the substantive laws of Germany, not taking into account the provisions on conflicts of laws.

All disputes arising out of or in connection with this Agreement or its validity shall be finally settled in accordance with a separate arbitration agreement, substantially in the form attached hereto as Schedule 15.6., which shall be executed by the Parties immediately after the Effective Date.

▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, born on September 13, 1969, residing at ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (the Shareholder)

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

BorgWarner Inc., a corporation incorporated under the laws of the State of Delaware, United States of America, having its registered office at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America (BW and together with the Bidder the Acquirors)

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

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

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