Deed No. S0445/2010

SHARE EXCHANGE AND TRANSFER AGREEMENT

Regarding

City Deal Europe GmbH

On this fourteenth and fifteenth May

two thousand and ten

- 14/15 May 2010-

appeared before me,

Dr. Martin T. Schwab,

Notary with official residence in Munich,

in the offices at 80333 Munich, Pacellistrabe 14/I:

1. Dr. Sascha Leske,

born on 9 July 1974,

attorney-at-law and tax advisor in Berlin,

with office address Noerr LLP, Charlottenstrabe 57, 10117 Berlin,

identified by his German identity card,

according to his declarations not acting on his own behalf, but in the name and on behalf of

(a) Bambino 44. VV UG (haftungsbeschränkt)& Co B-84 KG (in the future: CD-Inv Holding UG (haftungsbeschränkt) Beteiligungs KG) with seat in Berlin, registered with the commercial register of the local court of Berlin-Charlottenburg under HRA 43437 B,

"Seller-Inv KG",

by virtue of a notarial certified power of attorney dated 11 May 2010 which was presented today as an original and is attached as a certified copy to this deed as Schedule A,

(b) Bambino 45. VV UG (haftungsbeschränkt) & Co B-85 KG (in the future: CD-Rocket Holding UG (haftungsbeschränkt) Beteiligungs KG) with seat in Berlin, registered with the commercial register of the local court of Berlin-Charlottenburg under HRA 43433 B,

"Seller-Rocket KG",

by virtue of a notarial certified power of attorney dated 12 May 2010 which was presented today as an original and is attached as a certified copy to this deed as Schedule B,

(c) Bambino 43. VV UG (haftungsbeschränkt)& Co B-83 KG (in the future: City Deal Management UG (haftungsbeschränkt)& Co. Beteiligungs KG) with registered seat in Berlin, registered with the commercial register of the local court of Berlin-Charlottenburg under HRA 43431 B,

"Seller-Management KG",

by virtue of a notarial certified power of attorney dated 12 May 2010 which was presented today as an original and is attached as a certified copy to this deed as Schedule C,

(d) City Deal Europe GmbH with registered seat in Berlin, registered with the commercial register of the local court of Berlin-Charlottenburg under HRB 123438 B, "Company" by virtue of a notarial certified power of attorney dated 12 May 2010 which was presented today as an original and is attached as a certified copy to this deed as Schedule D,

2. Ms. Ksenia Ilina,

born on 29 November 1977,

attorney-at-law in Munich,

with office address 80331 Munich, Isartorplatz 1,

personally, known by me, Notary,

according to her declarations not acting on her own behalf, but in the name and on behalf of

(a) Group on Germany G b R, a German law partnership (Gesellschaft bürgerlichen Rechts) with place of business in Berlin, which is constituted by its sole partners Group on Inc., as defined below, and Group on City Deal, LLC, a limited liability company corporation organized under the laws of the state of Delaware, USA, 600 West Chicago Ave., Suite 850, Chicago, Illinois 60654, USA,

"Group on NewCo",

represented by Group on Inc. pursuant to the partnership agreement by virtue of a notarial certified and apostilled power of attorney dated 12 May 2010 which was presented today as an original and is attached as a certified copy to this deed as Schedule E plus a certified copy of the notarial subscribed partnership agreement and a certificate of formation and LLC Agreement for Group on City Deal, LLC, the latter two as fax copy with promise to submit the originals in due course,

(b) Group on Inc., a corporation, organized under the laws of the state of Delaware, USA, 600 West Chicago Ave., Suite 850, Chicago, Illinois 60654, USA,

"Group on Inc.",

by virtue of a notarial certified and a p o stilled power of attorney dated 12 May 2010 which was presented today as an original and is attached as a certified copy to this deed as Schedule F.

Seller-Inv KG, Seller-Rocket KG, Seller-Management KG, Group on NewCo and Group on Inc. are also referred to as the "Party" and collectively as the "Parties".

The persons appearing requested the following agreement to be recorded in the English language in which they are fluent according to their own statement and according to the conviction of the officiating Notary who also has sufficient command of the English language. After having been 3instructed by the officiating Notary the persons appearing waived their right to obtain the assistance of a sworn interpreter and the right to obtain a certified translation of this deed in the German language.

They requested the notarization of the following oral declarations made before me during their presence:

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