CV Port II AG

The sole purpose of the company is the acquisition, holding and management of vehicles, vehicle subscription contracts (leasing contracts) (or the conclusion of such contracts) and residual value guarantees (or the conclusion of such contracts), the direct and indirect financing of these assets (and/or all claims and related rights) and the sale of vehicles, all under and in accordance with the provisions of an Asset Purchase Agreement (agreement regarding the purchase of vehicles, vehicle subscription contracts (leasing contracts) and residual value guarantees) to be concluded between the company as buyer and Carvolution AG, CV Trade AG, CV Port I AG, each as sellers, and other parties. In this context, the company is authorized to acquire such contracts and/or claims and/or vehicles and to refinance itself through various direct and indirect financing transactions, whether through the conclusion of loan agreements or the issuance of bonds or notes or otherwise (whether directly or indirectly and whether senior financings, mezzanine financings or other). For this purpose, the company may conclude all necessary contracts, in particular the following contracts (or contracts with a similar economic background), the exact designation of which may vary: Asset Purchase Agreement (agreement regarding the purchase of vehicles, vehicle subscription contracts (leasing contracts) and residual value guarantees), Fleet Management Agreement (fleet management contract), Back-Up Fleet Management Agreement (back-up fleet management contract), Cash Management Agreement (contract regarding the management of payment flows), Corporate Services Agreement (service contract regarding the provision of corporate services), SPV Facility Agreement (credit agreement), Subordinated Loan Agreement (agreement regarding subordinated loan), Account Bank Agreement (bank account agreement), Master Definitions Agreement (agreement regarding definitions and general provisions), direct or indirect Hedge Agreement (hedging transactions (e.g. ISDA contracts and/or Swiss framework contract for OTC derivatives and execution transactions), any form of security contracts to secure direct or indirect financing transactions and all other contracts necessary in this context (hereinafter the TRANSACTION DOCUMENTS). The company may not engage in any commercial, financial or other activities that do not directly or indirectly serve the company's purpose. The company may not sell or transfer contracts, claims and vehicles assigned to it, unless provided for in the TRANSACTION DOCUMENTS. It is also prohibited from acquiring or holding real estate, unless the company acquires it through the realization of acquired pledges. It may not participate in any companies. It may not provide security to third parties or grant guarantees, sureties and the like in favor of third parties (unless provided for in the TRANSACTION DOCUMENTS).