Sec Form 13D Filing - dievini Hopp BioTech holding GmbH & Co KG filing for CureVac N.V.CureVac N.V. - 2022-11-14

Insider filing report for Changes in Beneficial Ownership

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  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

 

(Amendment No. 6)

 

CUREVAC N.V.

(Name of Issuer)

 

Common Shares, par value €0.12 per share

(Title of Class of Securities)

 

N2451R105

(CUSIP Number)

 

Brian S. North, Esquire

Buchanan Ingersoll & Rooney PC

50 South 16th Street, Suite 3200

Philadelphia, PA 19102

(215) 665-8700

 

Dr. Marc Hauser

RITTERSHAUS

Harrlachweg 4 · 68163 Mannheim

Germany

+49 621 4256-275

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

November 8, 2022

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d–7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. N2451R105
   

1. Names of Reporting Persons.
dievini Hopp BioTech holding GmbH & Co. KG
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ☒(1)
  (b) ☐
     
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          0;☐

 

   
6. Citizenship or Place of Organization
Germany

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
   
8. Shared Voting Power
70,846,532(2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power
70,846,532(2)
     

11. Aggregate Amount Beneficially Owned by Each Reporting Person

70,846,532(2)

   
12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

   
13. Percent of Class Represented by Amount in Row (11)
37.9%(3)
   
14. Type of Reporting Person (See Instructions)
PN

 

(1)

This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH& Co. KG (“OH Beteiligungen”), Zweite DH Verwaltungs GmbH (“Zweite DH”), Dietmar Hopp, Oliver Hopp, and Daniel Hopp (collectively, the “Reporting Persons”). dievini, DH-LT-Investments, and Dietmar Hopp are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer.

 

(2)

Represents 70,846,532 shares held of record by dievini.

 

(3)This percentage is calculated based on 187,120,718 common shares of CureVac N.V. outstanding as reported in its Form 20-F Annual Report filed with the Securities and Exchange Commission on April 28, 2022

 

 2 

 

  

CUSIP No. N2451R105
   

1. Names of Reporting Persons.
DH-LT-Investments GmbH
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ☒(1)
  (b) ☐
     
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐

 

   
6. Citizenship or Place of Organization
Germany

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
   
8. Shared Voting Power
10,102,286(2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power
10,102,286(2)
     

11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,102,286(2)
   
12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

   
13. Percent of Class Represented by Amount in Row (11)
5.4%(3)
   
14. Type of Reporting Person (See Instructions)
OO

 

(1)

This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH& Co. KG (“OH Beteiligungen”), Zweite DH Verwaltungs GmbH (“Zweite DH”), Dietmar Hopp, Oliver Hopp, and Daniel Hopp ( collectively, the “Reporting Persons”). dievini, DH-LT-Investments, and Dietmar Hopp are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. The Reporting Persons other than dievini, DH-LT-Investments, and Dietmar Hopp expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)Represents shares held of record by DH-LT-Investments GmbH.

 

(3)This percentage is calculated based on 187,120,718 common shares of CureVac N.V. outstanding as reported in its Form 20-F Annual Report filed with the Securities and Exchange Commission on April 28, 2022.

 

 3 

 

  

CUSIP No. N2451R105
   

1.

Names of Reporting Persons.

DH-Capital GmbH & Co. KG

   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ☐
  (b) ☐(1)
     
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Pro ceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐

 

   
6. Citizenship or Place of Organization
Germany

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
   
8. Shared Voting Power
70,846,532(2)
   
9. Sole Dispositive Power
0
   
10.

Shared Dispositive Power

70,846,532(2)

     

11. Aggregate Amount Beneficially Owned by Each Reporting Person
70,846,532(2)
   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
      
   
13. Percent of Class Represented by Amount in Row (11)
37.9%(3)
   
14. Type of Reporting Person (See Instructions)
PN

 

(1)

This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH& Co. KG (“OH Beteiligungen”), Zweite DH Verwaltungs GmbH (“DH Zweite”), Dietmar Hopp, Oliver Hopp, and Daniel Hopp ( collectively, the “Reporting Persons”). dievini, DH-LT-Investments, and Dietmar Hopp are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. The Reporting Persons other than dievini, DH-LT-Investments, and Dietmar Hopp expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)

Represents 70,846,532 shares held of record by dievini.

 

(3)This percentage is calculated based on 187,120,718 common shares of CureVac N.V. outstanding as reported in its Form 20-F Annual Report filed with the Securities and Exchange Commission on April 28, 2022.

 

 4 

 

  

CUSIP No. N2451R105
   

1. Names of Reporting Persons.
OH Beteiligungen GmbH & Co. KG
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ☐
  (b) ☐(1)
     
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐

 

   
6. Citizenship or Place of Organization
Germany

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
   
8. Shared Voting Power
70,846,532(2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power

70,846,532(2)

     

11. Aggregate Amount Beneficially Owned by Each Reporting Person
70,846,532(2)
   
12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

   
13. Percent of Class Represented by Amount in Row (11)
37.9%(3)
   
14. Type of Reporting Person (See Instructions)
PN

 

(1)

This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH& Co. KG (“OH Beteiligungen”), Zweite DH Verwaltungs GmbH (“Zweite DH”), Dietmar Hopp, Oliver Hopp, and Daniel Hopp ( collectively, the “Reporting Persons”). dievini, DH-LT-Investments, and Dietmar Hopp are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. The Reporting Persons other than dievini, DH-LT-Investments, and Dietmar Hopp expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)Represents 70,846,532 shares held of record by dievini.

  

(3)This percentage is calculated based on 187,120,718 common shares of CureVac N.V. outstanding as reported in its Form 20-F Annual Report filed with the Securities and Exchange Commission on April 28, 2022.

 

 5 

 

  

CUSIP No. N2451R105
   

1. Names of Reporting Persons.
Dietmar Hopp
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ☒(1)
  (b) ☐
     
3. SEC Use Only
   
   
4. Source of Funds
PF
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐

 

   
6. Citizenship or Place of Organization
Germany

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
158,700
   
8. Shared Voting Power
84,387,007(2)
   
9. Sole Dispositive Power
158,700
   
10. Shared Dispositive Power

84,387,007(2)

     

11. Aggregate Amount Beneficially Owned by Each Reporting Person

84,545,707

   
12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

   
13. Percent of Class Represented by Amount in Row (11)
45.2%(3)
   
14. Type of Reporting Person (See Instructions)
IN

 

(1)

This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH& Co. KG (“OH Beteiligungen”), Zweite DH Verwaltungs GmbH (“DH Zweite”), Dietmar Hopp, Oliver Hopp, and Daniel Hopp ( collectively, the “Reporting Persons”). dievini, DH-LT-Investments, and Dietmar Hopp are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. The Reporting Persons other than dievini, DH-LT-Investments, and Dietmar Hopp expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)

Represents 70,846,532 shares held of record by dievini, 10,102,286 shares held of record by DH-LT-Investments, 3,404,672 shares of record held by Zweite DH, and 33,517 shares held of record by a company of which Mr. Hopp is the sole shareholder.

  

(3)This percentage is calculated based on 187,120,718 common shares of CureVac N.V. outstanding as reported in its Form 20-F Annual Report filed with the Securities and Exchange Commission on April 28, 2022.

 

 6 

 

  

CUSIP No. N2451R105
   

1. Names of Reporting Persons.
Oliver Hopp
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ☐
  (b) ☐(1)
     
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐

 

   
6. Citizenship or Place of Organization
Germany

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
   
8. Shared Voting Power
70,846,532 (2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power

70,846,532(2)

     

11. Aggregate Amount Beneficially Owned by Each Reporting Person

70,846,532(2)

   
12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

   
13. Percent of Class Represented by Amount in Row (11)
37.9%(3)
   
14. Type of Reporting Person (See Instructions)
IN

 

(1)

This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH& Co. KG (“OH Beteiligungen”), Zweite DH Verwaltungs GmbH (“Zweite DH”), Dietmar Hopp, Oliver Hopp, and Daniel Hopp ( collectively, the “Reporting Persons”). dievini, DH-LT-Investments and Dietmar Hopp are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. The Reporting Persons other than dievini, DH-LT-Investments, and Dietmar Hopp expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)

Represents 70,846,532 shares held of record by dievini.

  

(3)This percentage is calculated based on 187,120,718 common shares of CureVac N.V. outstanding as reported in its Form 20-F Annual Report filed with the Securities and Exchange Commission on April 28, 2022.

 

 7 

 

  

CUSIP No. N2451R105
   

1. Names of Reporting Persons.
Daniel Hopp
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ☐
  (b) ☐(1)
     
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐

 

   
6. Citizenship or Place of Organization
Germany

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
   
8. Shared Voting Power
70,846,532 (2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power
70,846,532(2)
     

11. Aggregate Amount Beneficially Owned by Each Reporting Person

70,846,532(2)

   
12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

   
13. Percent of Class Represented by Amount in Row (11)
37.9%(3)
   
14. Type of Reporting Person (See Instructions)
IN

 

(1)

This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH& Co. KG (“OH Beteiligungen”), Zweite DH Verwaltungs GmbH (“Zweite DH”), Dietmar Hopp, Oliver Hopp, and Daniel Hopp ( collectively, the “Reporting Persons”). dievini, DH-LT-Investments, and Dietmar Hopp are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. The Reporting Persons other than dievini, DH-LT-Investments, and Dietmar Hopp expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)

Represents 70,846,532 shares held of record by dievini.

 

(3)This percentage is calculated based on 187,120,718 common shares of CureVac N.V. outstanding as reported in its Form 20-F Annual Report filed with the Securities and Exchange Commission on April 28, 2022.

 

 8 

 

  

CUSIP No. N2451R105

 

1. Names of Reporting Persons.
DHFS II Holding GmbH & Co. KG
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)

  (a) ☒(1)
  (b) ☐

   
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐
   
   
6. Citizenship or Place of Organization
Germany

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
   
8. Shared Voting Power
10,102,286 (2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power
10,102,286(2)

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,102,286(2)
   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
   
   
13. Percent of Class Represented by Amount in Row (11)
5.4%(3)
   
14. Type of Reporting Person (See Instructions)
OO

 

(1)

This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH& Co. KG (“OH Beteiligungen”), Zweite DH Verwaltungs GmbH (“Zweite DH”), Dietmar Hopp, Oliver Hopp, and Daniel Hopp (collectively, the “Reporting Persons”). dievini, DH-LT-Investments, and Dietmar Hopp are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. The Reporting Persons other than dievini, DH-LT-Investments, and Dietmar Hopp expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)Represents shares held of record by DH-LT-Investments GmbH.

 

(3)This percentage is calculated based on 187,120,718 common shares of CureVac N.V. outstanding as reported in its Form 20-F Annual Report filed with the Securities and Exchange Commission on April 28, 2022.

 

 9 

 

   

CUSIP No. N2451R105

 

1. Names of Reporting Persons.
Zweite DH Verwaltungs GmbH  
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)

  (a) ☒(1)
  (b) ☐

   
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐
   
   
6. Citizenship or Place of Organization
Germany

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
   
8. Shared Voting Power
3,404,672(2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power
3,404,672(2)

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,404,672(2)
   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
   
   
13. Percent of Class Represented by Amount in Row (11)
1.8%(3)
   
14. Type of Reporting Person (See Instructions)
OO

 

(1)

This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH& Co. KG (“OH Beteiligungen”), Zweite DH Verwaltungs GmbH (“Zweite DH”), Dietmar Hopp, Oliver Hopp, and Daniel Hopp ( collectively, the “Reporting Persons”). dievini, DH-LT-Investments, and Dietmar Hopp, are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. The Reporting Persons other than dievini, DH-LT-Investments, and Dietmar Hopp expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)Represents shares held of record by Zweite DH Verwaltungs GmbH.

 

(3)This percentage is calculated based on 187,120,718 common shares of CureVac N.V. outstanding as reported in its Form 20-F Annual Report filed with the Securities and Exchange Commission on April 28, 2022.

  

 10 

 

  

This Amendment No. 6 to Schedule 13D (this “Amendment”) amends the Schedule 13D filed with the Securities and Exchange Commission on August 24, 2020 by the Reporting Persons (the “Initial Statement” and, as amended and supplemented through the date of this Amendment, collectively, the “Statement”) with respect to common shares, par value €0.12 per share (the “Shares”) of CureVac N.V., a Dutch public company (the “Issuer”).

 

The discussion of the Pooling Agreement in Item 6 of the Statement is amended to read as set forth in Item 6 of this Amendment to reflect its termination and Item 5 revised to reflect the impact of that event on the beneficial ownership of the Reporting Persons.

 

Item 5. Interest in Securities of the Issuer

 

(a) and (b) The information required by Items 5(a) and (b) is set forth in Rows 7 - 13 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.  

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

 

Pooling Agreement

 

dievini, DH-LT-Investments, MH-LT-Investments GmbH, Bohlini invest GmbH, and 4H invest GmbH were parties to a Pooling Agreement (the “Pooling Agreement”) governing the disposition and voting of the Shares held by them. The Pooling Agreement was terminated on November 8, 2022.

 

Item 7. Materials to be Filed as Exhibits.

 

Exhibit No.   Description
     
1.   Power of Attorney (Incorporated by reference to Exhibit 1 to Amendment No. 5 to Schedule 13D filed by the Reporting Persons with the SEC on May 5, 2022).
     
2.   Joint Filing Agreement (Incorporated by reference to Exhibit 2 to Amendment No. 5 to Schedule 13D filed by the Reporting Persons with the SEC on May 5, 2022).

 

 11 

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: November 14, 2022

 

  DIEVINI HOPP BIOTECH HOLDING GMBH & CO. KG
     
  By:   dievini Verwaltungs GmbH
    its General Partner
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact
     
  DH-CAPITAL GMBH & CO. KG
     
  By:   DH Verwaltungs GmbH
    its General Partner
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact
     
  OH BETEILIGUNGEN GMBH & CO. KG
     
  By:   OH Verwaltungs GmbH
    its General Partner
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact
     
  DH-LT-INVESTMENTS GMBH
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact

 

  /s/ Dr. Marc Hauser as attorney-in-fact
  DIETMAR HOPP
   
  /s/ Dr. Marc Hauser as attorney-in-fact
  OLIVER HOPP
   

  

 12 

 

 

 

  /s/ Dr. Marc Hauser as attorney-in-fact
  DANIEL HOPP
   
  DFHS II GmbH & Co. KG
   
  By: DHFS II GmbH
    its General Partner
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact

  

  DH-LT-INVESTMENTS GMBH
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact

  

  Zweite DH Verwaltungs GmbH
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-Fact

 

 13