AEG 21604 G Manual de usuario descargar pdf (Pagina 401)

F-160

The Founding Shares and Warrants held by LCP1 Limited were transferred to Stichting Administratiekantoor

Germany1 Acquisition Limited, a Dutch foundation (the "Foundation"). The Founding Shares held by the Foun-

dation cannot be transferred, exchanged or released before one year from the date of acquisition of AEG Power

Solutions, without the consent of Deutsche Bank AG London branch (the "Manager").

After the acquisition of AEG Power Solutions, the Founding Warrants held by the Foundation were released and

since then, LCP1 Limited has disposed of 1,500,000 Founding Warrants and transferred a total of 4,000,000

Founding Warrants to Prof. Dr. h.c. Berger and Dr. Dr. h.c. Middelhoff.

In February 2010, the Manager agreed to the transfer of 250,000 Founding Shares to Germany1 Acquisition

Limited to settle certain transaction related expenses. This transfer is not reflected in the table above. After the

transfer the number of Founding Shares owned by LCP1 and held through the Foundation will be reduced from

6,200,000 to 5,950,000.

Sellers refers to Ripplewood, the Brock Trust, Mr. Brock, and other members of AEG Power Solutions man-

agement all of whom were former shareholders of AEG Power Solutions and acquired their shares in the Com-

pany on the acquisition of AEG Power Solutions by the Company on 10 September 2009.

Ripplewood is the former majority owner of AEG Power Solutions and refers to Ripplewood Power Systems I

L.L.C. and Ripplewood Power Systems II L.L.C., US Limited Liability Companies (LLCs) of which Mr. Collins

is the controlling shareholder. Under the agreement for the sale of AEG Power Solutions, Ripplewood was ap-

pointed as representative of all AEG Power Solutions shareholders.

Brock Trust refers to a US LLC controlled by Mr. Brock and in which Mr. Huljak has a minority holding.

AEG Power Solutions management refers to members of the AEG Power Solutions management other than

Messrs Brock and Huljak.

An additional 3,000,000 shares are held in escrow on behalf of the Sellers and other former AEG Power Solu-

tions shareholders. 2,500,000 of the shares held in escrow relate to earn-out shares that will be distributed to the

former AEG Power Solutions shareholders subject to the achievement of certain adjusted EBITDA targets with

respect to fiscal years 2009, 2010 and 2011. The number of earn-out shares attributable to the Sellers is

2,393,997.

Under the terms of the earn-out, the Company or any of its subsidiaries may not undergo a change of control

during the earn-out period without, either (a) prior written consent from Ripplewood or (b) the Company first

paying all outstanding amounts of the earn-out that could become due and payable.

The remaining 500,000 escrow shares relate to shares held in escrow until the determination of a tax audit of

AEG Power Solutions GmbH, the Company's subsidiary in Germany. Of these tax escrow shares, 478,799 are

attributable to the Sellers.

For details on the restrictions applying to the Sellers' shares see note 21.

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AEG 21604 G Manual de usuario Pagina 401