Exhibit 10.1


 


Contract for
the sale and transfer of the business


“ Periscope
”


 


between


 


	1.	Periscope
    GmbH, based in Paderborn, registered on the Paderborn District Court commercial register under HRB 3544, Heinz-Nixdorf-Ring
    1, 33106 Paderborn, represented by Heinrich-Christoph Ollendiek,


“Seller”,


 


	2.	with
    the approval of trustee, Sandra Bitter, of Busdorfwall 22, 33098 Paderborn


“Trustee”,


 


and


 


	3.	ROB
    Cemtrex Assets UG (with limited liability) iG, based in Neulingen, registered for entry on the commercial register of
    the Mannheim District Court, represented by the managing director, Saagar Govil, who has sole power of representation.


 


“Buyer”,


 


	4.	ROB
    Cemtrex Automotive GmbH iG, based in Neulingen, registered for entry on the Commercial Register of the Mannheim District
    Court, represented by the Managing Director, Saagar Govil, who has sole power of representation.


 


“ Transferee
EMS”,


 


	5.	ROB
    Cemtrex Logistics GmbH iG based in Neulingen, registered for entry on the Commercial Register of the Mannheim District
    Court, represented by the Managing Director, Saagar Govil, who has sole power of representation.


 


“ Transferee
WL”


The parties to 3.,
4. and 5. will hereinafter be referred to as “ purchasers”


The Parties to 4.
and 5. will hereinafter be referred to as “ parties taking over the business”


 


Table of Contents


 


	Part A	Preamble
	 	 
	Part B	Purchase contract for assets
	§ 1	Purchase objects
	§ 2	Sale and agreement, date of transfer
	§ 3	Purchase price
	§ 4	Taxes
	§ 5	Warranty
	§ 6	Contractual relationships
	§ 7	Economic classification
	§ 8	Settlement measures and safekeeping
    obligations
	 	 
	Part C	Working relationships
	§ 1	Operating agreement
	§ 2	Balance of interests and social
    plan
	§ 3	Transfer company


 



    	 	 	 



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	§ 4	Notice of termination
	§ 5	List of employees included the
    transition, letter of notification
	§ 6	Wages and salary entitlements
    from the date of the business transfer deadline
	 	 
	Part D	Final provisions
	§ 1	Conditions precedent and right
    of withdrawal
	§ 2	Contract consistency, right of
    withdrawal on the part of the seller
	§ 3	Costs
	§ 4	Severability clause
	§ 5	Responsible contact persons


 


Part A


Preamble


 


	(A)	The
    insolvency proceedings were opened on the assets of Periscope GmbH, Heinz-Nixdorf-Ring 1, 33106 Paderborn, by order of the
    Insolvency Court of Paderborn on 24.05.2016. The self-administration was arranged and lawyer, Mrs Sandra Bitter, was appointed
    as trustee. A copy of the decision is attached to this agreement as Annex 1.
	 	 
	(B)	The
    purchaser intended to take over assets or parts of the business of the debtor. The object of the following contract is the
    sale and transfer of the assets of the seller’s business as detailed in this contract to the buyer, as well as to regulate
    the takeover of contracts and the takeover of the seller’s business parts (hereinafter “Business Parts EMS”)
    arising from Annex 2 by the parties taking over the business, as well as the takeover of the seller’s
    business areas arising in Annex 3 (hereinafter “Business Parts WL” by the transferees.
	 	 
	(C)	Seller’s
    obligations and liabilities shall not be transferred to the purchaser unless otherwise expressly stated in this contract.
    The seller, the trustee and the purchaser expressly exclude the Purchaser’s liabilities to third parties, in particular,
    against insolvency creditors.
	 	 
	 	This
    said, the parties agree as follows:


 


Part B

Purchase contract for assets


 


	§
    1	Purchase
    objects


 


1. Intangible assets, Goodwill


 


	a)	The
    seller sells the buyer the entire intangible fixed assets and the goodwill of the business part EMS, in particular


 


	 	aa)	The
    entire technical and commercial know-how attributable to the Seller’s business operations, all technical and commercial
    business and business secrets, procedures, products, product solutions and developments, the respective rights thereto and
    all embodiments of these rights, other technical documentation and certifications - as well as all rights to inventions (collectively
    referred to as “ know-how ”),
	 	 	 
	 	bb)	The
    entire existing technical and commercial software together with their documentation, as long as this is the property of the
    seller,


 



    	 	 	 



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	 	cc)	All
    records of customers and market conditions, sources of supply (suppliers as well as processors),
	 	 	 
	 	dd)	All
    documents (design drawings, parts lists, detail drawings, production records) of the means of production produced by the seller
    itself, such as machines and devices for the production,
	 	 	 
	 	ee)	All
    public-law authorisations, permissions and permissions granted to the seller, which are transferable, in particular the system-related
    BImschG permits, as well as
	 	 	 
	 	ff)	All
    brands, IDs or symbols used in the seller’s business, as well as the domains listed in Annex 5, under
    which the company operates, including the domain www.periscope-ems.com/de/ as well as the company and business names.


 


2. Movable assets


 


The seller
sells to the buyer the entire movable assets, in particular in the form of the technical equipment and machines, tools as
well as operating and business equipment, as long as it is their property. The movable assets are mostly made up of items
from the list in Annex 6 (Inventory Report). These are the objects which are marked as “free mass” in the
photo shots. In addition, the movable assets to be transferred include all items of the business’ movable assets which
are not listed in Annex 6 or which are not or should not be activated in the seller ’s annual accounts or are
with third parties (e.g. tools). The items in the inventory report explicitly labelled foreign rights as well as explicitly
excluded objects (see. Part B § 1 clause 5a) are not sold.


 


3. Current assets


 


a) Raw materials, finished and unfinished
products, including merchandise


 


The seller shall
sell to the buyer all the raw material found on the transfer date at the seller as well as the finished and unfinished products
together with merchandise. Annex 7 includes the raw material as well as the finished and unfinished products and
all merchandise available on the date that this contract was signed. Annex 7 is for information purposes only and
has to be re-created by the seller on the date of transfer.


 


In addition, all
movable asset commodities, which are with processors, suppliers, transport companies or affiliates and other third parties, are
also included in the sale.


 


b) Advance Payments


 


If the vendor has
made advance payments on orders and the supplier has not delivered the goods by the date of transfer, then the seller sells these
to the buyer and at the same time transfers his claims from the advance payments made to the respective supplier to the buyer
accepting the assignment herewith. The seller must provide written confirmation to the buyer, of the advance payments made to
the supplier as evidence to show the supplier. Annex 8 includes advance payments that had already been made on the
day this contract was signed. Annex 8 is for information purposes only and has to be re-created by the seller on
the date of transfer.


 


c) Preparation of Annexes 7 and 8
on the Date of Transfer


 


Annexes 7 and 8 shall
be compiled as follows on the date of transfer:


 


	aa)	On
    the date of transfer (31.05.2016), the seller shall prepare a full inventory of the current assets as well as an overview
    of the advance payments and advance payments made up to that date and shall draw up Annexes 7 and 8 therefrom
    and forward this to the buyer within 5 working days, The purchaser shall then communicate, within five working days, whether
    or not they consent to these Annexes 7 and 8. If they do consent, the purchase items of current assets as well
    as advance payments shall be deemed to have been agreed between the parties. 


 



    	 	 	 



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	bb)	In
    the event that the parties do not agree on the purchase items of the current assets as well as the advance payments within
    the time limit specified in aa), each party has the right to request an independent arbitrator to collect the data. The data
    determined by the arbitrator is binding for both parties. 
	 	 
	cc)	The
    parties are already agreeing to ask the Institut der Wirtschaftsprüfer (Institute of Public Auditors) in Dusseldorf to
    determine an independent arbitrator within 7 days of the dispute concerning the data on current assets. The arbitrator must
    recalculate the interim changes in current assets by appropriate evaluation of documents. The parties pay half of the costs
    of this each. 


 


5. Further provisions regarding the
purchase items


 


	a)	The
    cash balance, the amount of receivables and sale of goods on the date of transfer are not included in the sale (i.e. goods
    dispatched before the transfer date and goods already invoiced), obtained are all bank deposits on the accounts of the seller
    as well as all items which the suppliers have stored by means of a consignment store to the seller, according to Annex
    9.
	 	 
	 	The
    receivables on the transfer date are determined by creating a debit list from the accounting. An example of a debit list on
    the date of conclusion of this sales contract is attached in Annex 10. 
	 	 
	 	The
    buyer accepts no liabilities of the seller, unless this contract provides otherwise.


 


	b)	By
means of the contract, with discharging effect, transferees EMS and WL shall assume all rights and obligations arising from the
customer orders and contracts listed in Annex 11 and assigned to the respective transferee (“transferred
contracts”) by the seller. Contracts other than those set out in Annex 11 are not taken over by transferees
EMS and WL. After signing this agreement, the parties will immediately seek to obtain the consent of the other respective contracting
parties for the transfer of the acquired contracts. If consents can not be obtained before the transfer date, the seller remains
the party to whom contractual relations concerns, in all external relationships. In the internal relationship, the parties conduct
themselves as if the contract in question had been effectively transferred as of the transfer date. In particular, the seller
shall give transferee EMS or transferee WL instructions, depending on which area it concerns, regarding the exercise of rights
under these terms and conditions, and the seller shall exercise the due diligence of a proper merchant. 
	 	 
	 	In
    relation to the seller, transferee EMS will take over the production of the remaining quantities after the transfer date in
    accordance with the customer contract with Daimler AG and Evobus GmbH in accordance with Annex 12a in the form
    of the changed production figures and dates shown in Annex 12b and the purchase contract with Daimler AG in
    the form of the Annex 12c for the production figures still outstanding in this regard. The seller undertakes
    to do everything in this respect with regard to transferee EMS and to refrain from doing anything, to ensure the proper handling
    of the two aforementioned contracts in relation to Daimler AG and Evobus GmbH, in particular also the immediate invoice, according
    to the manufacturing process is guaranteed by transferee EMS. And with regard to transferee EMS that all machines and tools
    required for the production which are not transferred to the buyer as of the date of transfer in this agreement may be used
    free of charge until the end of the production of the remaining quantities and that these, with regard to payment for manufacturing
    the remaining quantities, are set as if they were contract partners from the date of transfer in accordance with Annex
    12a taking into consideration Annex 12b as well as in accordance with Annex 12c and the
    respective contractually agreed payment upon receipt of an invoice, which are paid for by transferee EMS including legally
    valid VAT. The parties agree that the materials remaining after completion of the respective production of the remaining quantities
    will be sold by Daimler AG or Evobus GmbH and that the goods for this paid for by Daimler AG or Evobus GmbH are the entitlement
    of transferee EMS. The special payments agreed in the contract in Annex 12a are payable exclusively to seller.


 



    	 	 	 



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	 	All
    rights of the seller pursuant to § 103 InsO shall remain unaffected after the transfer date, whereby the seller shall
    inform in advance, in consultation with transferee EMS or transferee WL depending on the area in question, in order to enable
    the relevant transferee to enter into the contract or to conclude new corresponding contracts.
	 	 
	c)	In
    the run-up to completion of the contract, the seller completed a contract with Flextronics International KFT, Hungary, regarding
    the relocation of machines and tools. This contract is attached in Annex 13. In the period after the takeover,
    in the first week on June there is the relocation of the RKM assembly line, as well as the so-called run@rate in July and
    the PPAP for the RKM product line in September. The relevant annex to the contract pursuant to Annex 13 is referred
    to. Transferee EMS undertakes to carry out the respective obligations and the necessary actions for this. For the successful
    fulfillment of these actions, the transferee EMS will receive 10% of the rate to be paid by Flextronics to the seller. Upon
    successful relocation of the RKM assembly line and correct Flextronics payment, a success bonus of EUR 30,000 shall be paid
    to the transferee EMS, and for the run@rate in July and the PPAP in September, a success bonus of EUR 15,000 each shall be
    paid. The amount is payable and due 1 week after the date agreed for the respective action in the contract with Flextronics
    International KFT in accordance with Annex 13.
	 	 
	d)	In
    each case, the seller shall transfer all personnel files and documents of the personnel to be transferred to transferees EMS
    and WL, including all correspondence, accounting, taxes and insurance, to the employees of EMS and WL.


 


	§
    2	Sale
    and agreement, date of transfer


 


1. Agreement on transfer of ownership


 


Seller and buyer
hereby declare their agreement to the transfer of ownership of the purchased items referred to in section B § 1 to the buyer,
taking into account the reservation of proprietary rights set out below.


 


2. Date of transfer / transfer of items


 


The parties agree as the transfer date:


 


Tuesday,
31 May 2016, 24:00


(Hereinafter
referred to as the “Date of Transfer”),


 


The seller is obliged
to provide proper and sufficient insurance of the purchase items on time at the time and date of transfer.


 


The right of use of the purchase items
is to be taken over on


 


Wednesday,
1 June 2016, 00:00.


(hereinafter
referred to as “Business Transfer Date”),


 


by transferee EMS,
as far as they relate to the EMS business parts, and by the transferee WL, if WL is affected. As of the business transfer date,
instruction right will be exercised by the respective transferee in accordance with § 613a of the German Civil Code (BGB).


 


3. Transfer of
surrender claims


 


If the goods are
sold to third parties, the seller shall undertake the necessary actions for the transfer of ownership. In particular, the seller
shall suspend assigning the surrender claim with regard to third parties until the date of transfer to the buyer, who accepts
this assignment. If expectant rights exist, the seller hands these over to the accepting buyer, deferring until date of transfer.


 


	§
    3	Purchase
    price


 


1. Purchase price


 


The purchase
price for all purchase items referred to in § 1 amounts to EUR 10,000.00.


 


2. Interest on
arrears


 


If the purchase
price is not paid at maturity, an interest of 9 percentage points above the base interest rate may be charged annually, without
a reminder being required. The seller reserves the right to charge more in cases of arrears.


 



    	 	 	 



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3. Payment account


 


a)
Escrow account


 


The payment of
the purchase price shall be made within 5 banking days after the validity of this contract, but at least 2 days before the transfer
date, to a non - maturity escrow account, set up by the trustee for this at


 


	Bank: 	Sparkasse Paderborn-Detmold
	IBAN:	DE16476501301010068516
	BIC:	WELADE3LXXX


(Hereinafter referred to as “Escrow
Account”)


 


The trustee holds
the amount in trust to the settlement of the purchase contract according to the following provisions and acts as trustee. The
cost of escrow handling by the trustee is borne by the seller.


 


b)
Maturity of the purchase price


 


The purchase price
for the purchased items shall be 5 bank working days after the transfer date, but not before the final determination of Annexes
7 and 8 by the buyer or the arbitration report in accordance with Part B § 1, clause 3. c) Payment due.


 


4. Retention of
title


 


The agreement on
the transfer of ownership is conditional upon the full payment of the purchase price and the provision of a security within the
scope of the maximum amount of the costs resulting from the social plan according to Annex 18 and to be reimbursed
by transferee EMS. Between the seller and the buyer, a free-of-charge possession arrangement is agreed from the date of transfer.
In addition, the buyer is entitled to implement and use the purchase items in the normal course of business from the date of transfer.
If the purchase price for the purchase items with corresponding settlement provision and security is set and paid for with an
amount equal to the maximum social plan costs to be borne by transferee EMS as per Annex 18, the ownership of the
purchase items shall be passed to the buyer pursuant to Part B § 1.


 


5. Waiver of set-off and retention


 


The buyer or Transferees
EMS and WL are, unless expressly authorised in this contract, not entitled to offset the purchase price or the social plan costs
or parts thereof in whole or in part or to claim a right of retention in whole or in part or to reduce the purchase price and
the social plan costs, unless the counterclaim is legally established or the seller has acknowledged the counterclaim in writing.


 


	§
    4	Taxes


 


The parties assume
that the sale and selling of purchase goods in accordance with this contract will constitute a sale of the business as a whole
under an enterprise according to § 1 para. 1a Value Added Tax Act (“VAT Act”). The parties therefore
assume that the sale of the purchase goods is not taxable. Therefore, no VAT is included in the purchase price.


 


Should the responsible
financial authority of the buyer conclude by means of a legally binding tax assessment that, contrary to this assumption, the
sale in whole or in part of this sales agreement is not an (non-taxable) entire business according to § 1 para. 1a of the
VAT Act, the buyer shall pay the statutory value added tax at the purchase price on the due date, with the proviso that the seller
undertakes to notify the buyer if they are informed by a corresponding assessment by the financial authorities; In addition, the
seller undertakes to use legal remedies against such an assessment.


 



    	 	 	 



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The purchase prices
as agreed under Part B § 3 is raised by the statutory sales tax, by the amount due, as long as VAT is owed on the purchase
items. The amounts resulting therefrom shall be payable immediately after delivery of a proper invoice for the payment from the
buyer to the seller, but at the earliest by due date of the purchase price, which satisfies the requirements of §§ 14,
14a of the VAT Act.


 


The buyer hereby
confirms to the seller that they are a business as described by the German VAT Act (UStG), which acquires the assets for the company
and intends to continue the company, acquired in conjunction with its purchase items, of the cooperation with transferee EMS and
transferee WL and their respective business parts.


 


	§
    5	Warranty


 


1. Exclusions to the warranty


 


The sale of the
purchase items is carried out, unless otherwise agreed, without any warranty for material defects or defect of title of any kind.
By signing the contract the buyer confirms that they had sufficient time and opportunity to inform themselves about all the purchase
items. However, to the extent that the seller is still entitled to warranty claims against the supplier, the buyer shall transfer
these from the date of the transfer to the purchaser, but without guarantee of the existence and enforceability of such claims.


 


2. Condition of
items


 


The seller shall
surrender the items sold in the condition in which they are at the time of conclusion of the contract, taking into account the
customary wear and tear occurring up to the date of transfer.


 


The seller guarantees
to the purchaser that the seller does not have any information showing that they are subject to any tariff commitments on the
date of transfer, which cannot be found in Annex 14.


 


The current assets
pursuant to Part B § 1 clause 3. amounted to at least EUR 8.2 million on the transfer date, with regard to raw materials,
finished and unfinished products, including merchandise and advance payments.


 


3. State of purchase
items


 


On the whole, certain
conditions of the purchased items are not used. Guarantees according to § 443 of the German Civil Code (BGB) shall not be
assumed as per the guarantee under No. 2 above. No warranties or conditions of consistency outside this agreement have been given.
A quality agreement or warranty regarding the turnover, income or other performance of the business is not given. A warranty for
this is also not accepted by the seller.


 


4. Assignment of claims


 


The seller assigns
to the buyer all claims which she has against third parties (including those from insurance companies) in relation to the purchase
items, as a result of the corresponding partial purchase price payment to the buyer. Period-related payments by the seller (e.g.
insurance premiums) shall be deferred on a pro-rata basis as of the transfer date and reimbursed to the seller.


 


5. Limitation of
liability of the seller


 


The seller’s
liability is limited in its entirety to the sum of the purchase price and the total amount of the costs for which transferee must
keep the seller is exempt, in accordance with Part C § 2, unless the liability is based on intent. The limitation of liability
does not cover liability for damage resulting from injury to life, body or health, which is based on a negligent breach of duty
on the part of the seller or its vicarious agents. The limitation of liability also does not cover liability for other damages
which are based on an intentional or grossly negligent breach of duty on the part of the seller or its vicarious agents.


 


6. Risk of accidental loss


 


The risk of accidental
loss or accidental deterioration of the purchased items shall be borne by the buyer from the date of transfer. In the event of
the loss or damage to the purchased item before the transfer date, the Seller will - subject to the corresponding partial purchase
price payment - make all claims, in particular claims for damages and insurance, which is due to or in connection with such loss
or damage. In addition, the provisions agreed here shall apply.


 



    	 	 	 



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7. Final regulation


 


The parties agree
that this contract is intended to regulate the legal consequences of violations to this agreement and that the buyer is entitled
to infringement of the present contract only by claims set herein.


 


	§
    5	Goods
    orders


 


Obligations arising
from individual goods orders from the seller’s normal business, which are part of a bill of material for the fulfillment
of an existing customer order or which are based on the latest reports prepared by the respective customer and reported to the
seller, and which have been established in the period up to the transfer date and have not yet been paid, are fully met by the
transferee EMS instead of the seller. A list of goods orders is attached to this contract in Annex 15 for information purposes.
This results in the definition of the obligations to be assumed from goods orders.


 


	§
    6	Economic
    classification


 


As of the date
of transfer, the transferee EMS is entitled to the effects from the continuation of the business parts sold to EMS and transferee
WL is entitled to the effects of the continuation of the business parts sold WL, irrespective of where follow-up payments are
made by customers. Payments on old claims, which are not sold, remain in the bulk. Payments made on claims arising from the transfer
date are due to the respective company employee. If customers make faulty payments to such last-mentioned claims on the accounts
of the respective other contracting parties, such payments shall be balanced and offset monthly. The party responsible for payment
shall not claim any rights of retention, set-offs, other performance surrogates or objections against the payment. The respective
business transferee and seller will immediately notify the customer of the transfer after the signing of this purchase contract
and will point out the change in the contract, whereby the seller undertakes this only in consultation with the respective transferee.
Payments on continuing obligations are time-limited in accordance with the date of transfer.


 


	§
    7	Settlement
    measures and safekeeping obligations


 


1. Obligations on the part of the buyer
and the transferees:


 


	a)	Transferees
    EMS and WL shall provide the seller with the necessary space, material and personnel resources for the settlement of the Insolvency
    Proceedings in the respective companies taken over beyond the date of transfer and to an appropriate extent free of charge.
    In doing so, the settlement requirements in the insolvency proceedings are taken into consideration as well as the interests
    of the respective operating transferee. Production-related personnel positions have priority. At the end of three months after
    the transfer date, the parties agree on an appropriate compensation for the period from the transfer date.
	 	 
	b)	The
    buyer takes over all business files of the company involved in the insolvency on the date of transfer date free of charge
    and retains these in accordance with the statutory retention obligations and periods. The seller is entitled to take possession
    of the documents required in the course of the insolvency proceedings, in particular for inspections of the seller by the
    pension insurance association or the finance office, although may not hinder operational procedures (e.g. invoicing); if necessary
    copies shall be made at the seller’s expense; The buyer is obliged to withdraw the business documents. The buyer confirms
    that the relevant legal regulations and deadlines are known to them. After expiry of the time limits, the buyer may destroy
    the files, the costs of destroying these are carried by the buyer. The above applies accordingly to the retention of the electronic
    business data, whereby only the provision of the data media, but not the software side access option to the data is retained
    by the buyer. 


 


2. Obligations of the seller


 


	a)	The
    seller will endeavor to transfer the business sold according to this purchase contract to the buyer as best as possible. The
    seller will do everything she can to maintain goodwill for the buyer until the date of transfer. For example, in accordance
    with the antitrust law framework, the seller shall ask the customer at the buyer’s request and in agreement with the
    customer and shall indicate the continuation of the business by the buyer or participate in the transfer of authorisations.


 



    	 	 	 



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	b)	The
    seller is obliged to inform the buyer of all material effects up to the date of transfer, in particular those which can have
    a significant effect on the assets, financial position or earnings situation or the business operations or business prospects.
	 	 
	c)	The
    seller allows the buyer to access the business premises after the notification of this purchase agreement, up to the date
    of transfer, during normal business hours by prior announcement in order to be able to gin information about how the business
    operates.
	 	 
	d)	The
    seller undertakes, immediately after signing this contract, to transfer the salaries to all employees (including trainees)
    of the seller for the month of May 2015 (including all social insurance contributions and other employer services) and the
    signing fees for the employees listed in the Annexes 20a and b which have signed the Salary Waiver Agreement
    as set out in Annex 21, irrevocably entrusted with an account of the seller with sufficient cover.


 


Part C


Working relationships


 


	§
    1	Operating
    agreement


 


The seller has
concluded with the works council the operating agreement resulting from Annex 16, which terminates all existing
operating agreements with immediate effect, insofar as these are not mentioned in Annex 1 6.


 


	§
    2	Balance
    of interests and social plan


 


The seller has
concluded with the works council the balance of interests attached as Annex 17, which includes a reduction in the
number of jobs to a total of 136 employees plus 5 trainees (headcount at any one time) and the termination of all employment relationships
listed in the balance of interests. There will then be 16 jobs in the new “WL” operation and 120 jobs and 5 trainees
in the new “EMS” operation. In addition, the seller has entered into the social plan attached as Annex 18
deferred until this contract come into effect with the works council. The object of the social plan is the invitation to the employees
on the list of names to submit an offer to switch to a transfer company as of 31.05.2016. The fulfillment of payment obligations
of the seller arising with respect to the transfer company will be the guaranteed by transferee EMS up to a maximum volume given
in Annex 18 by lodging of a security.


 


The transferee
EMS undertakes, with regard to the seller, to keep the costs resulting from the social plan as per Annex 18, in
particular remanence costs and the costs of the qualification measures minus the start-up financing pursuant to Part C §
3. These must be refunded monthly to the seller by transferee EMS monthly in the actually amount arising, however to a maximum
amount of EUR 1,532,037.34 plus legally valid VAT, according to the calculation in Annex 18a. Transferee EMS is
always entitled to make these payments directly to the transfer company. Transferee EMS shall be entitled to deduct from the amounts
to be reimbursed in accordance with this regulation the amount due to the employment relationships of employees, listed in the
list of names in Annex 17 that have not switched by 30 May 2016 to a transfer company by submission of an offer
according to Annex 19. In the agreement with the transfer company, the seller has to ensure that the latter is obliged
to release the aforementioned security with regard to transferee EMS, insofar as the maximum costs specified in Annex 18
can no longer arise, or were paid by one of the parties to this contract.


 


	§
    3	Transfer
    company


 


The working conditions
in the transfer company are limited to 6 (six) months. In addition to the transfer short-time allowance, the contract offer will
also include a supplementary payment on the transfer short-time allowance, which will give the employees a settlement of 80% or
87% for employees with dependent children of the last monthly net income.


 


The transfer company
will offer qualification measures for each employee in the amount given in Annex 18. When this contract enters into
effect, the seller is obliged to accept the offer, for everyone named on the balance of interest list of names, on the conclusion
of an agreement regarding termination of the employment relationship with the seller and the establishment of a working relationship
with the transfer company in accordance with Annex 19.


 



    	 	 	 



    	 	 -10-	 



     


The seller is obligated,
for each employee from the list of names in Annex 17 who does not switch to the transfer company, to pay a start-up
fee of EUR 25,900.- net to the transfer company, thus a total amount of EUR 880,600.00 plus legally valid value added tax (hereinafter
referred to as “start-up financing”). The payment must be made immediately after signature of this contract.


 


	§
    4	Notice
    of termination


 


When this contract
comes into effect, the seller shall, in accordance with the instructions of the respective transferee, make the employment-related
termination of the employment relationships, as far as legally possible, to all employees included in the list of names who have
not switched to the transfer company (Annex 17) If required due to a special dismissal protection (e.g. because
previously an official consent had to be obtained), the notices of termination will then be pronounced later.


 


	§
    5	List of employees included
    in the transfer, letter of notification


 


The parties to
the purchase contract note that the acquisition of the two business parts triggers a transfer of operations as per § 613a
of the German Civil Code (BGB) to transferee EMS or transferee WL on the date of transfer. Annexes 20a and b contain
lists of those employees who have an employment relationship with the seller as of the date of transfer and who are included in
the respective business part transfer as per § 613a of the German Civil Code (BGB). In accordance with § 613a German
Civil Code (BGB), the employment relationships contained in Annex 20a are to be transferred to the transferee EMS on the
date of transfer (Part B § 2). In accordance with § 613a German Civil Code (BGB), the employment relationships contained
in Annex 20b, with all rights and responsibilities, are to be transferred to transferee WL on the date of transfer
(Part B § 2). At an employee meeting on 13.05.2016, the seller submitted a document, with a salary waiver agreement that
comes into effect on 01.06.2016 in accordance with Annex 21, to all employees listed in the Annex 20a and
b, insofar as they attended the employee meeting and accepted the document. If an employee did not attend or has not accepted
the document, the seller has sent the documents by courier to the home address of the employee. All employees had time until 20
May 2016 to submit to the seller an offer for the salary waiver agreement.


 


The seller shall
promptly send an instruction letter employees to be transferred to transferee EMS and transferee WL (Part B § 2) in accordance
with § 613a para. 5 of the German Civil Code (BGB) at least in text form, and after the signing of this contract and after
the conclusion of balance of interest procedure. The content of the letter, which is to be sent to the employees, will be agreed
by parties in good time. The information letter is to be signed by both parties.


 


The parties agree
that all liabilities to employees, in particular all remuneration claims, in particular wages and salaries, including the social
security contributions to be paid, as well as other claims based on the employment relationship, shall be borne by the seller
up to the date of transfer, as long as financially they concern the time period after the opening of insolvency proceedings and
before the date of transfer (Part B § 2). For the sake of clarity: if wages are not due until the 10th of the following month
and the date of transfer (Part B § 2) falls on the first of the month previous, the seller will pay the wages for the month
preceding the day of the takeover (for example, if the date of transfer is 01.06.2016 and the wages for the month of May 2016
will not be due until June 10, 2016, the seller will bear the wages for May 2016).


 


With regard to
the claims of employees drawn up before the opening of insolvency proceedings, the parties agree on the basis of the relevant
jurisprudence of the Federal Employment Court that claims of these employees are only insolvency claims pursuant to § 38
InsO and are to be reported to the insolvency table. Such insolvency claims are not assumed by transferee EMS or by transferee
WL. Deferrals are made according to the principles of proper accounting.


 


	§
    6	Wages and salary entitlements
    from the date of the business transfer deadline


 


All wages and salary
entitlements, including employer shares for social insurance, which arise from the date of the transfer of employment in respect
of the employees not mentioned on the list of names for the balance of interests (Annex 17), and concern the EMS
business part, shall be borne by transferee EMS. The same applies accordingly to the transferee WL.


 



    	 	 	 



    	 	 -11-	 



     


Transferee
EMS shall bear the costs incurred by EMS for wage and salary claims, including the employer ’s share of the social
insurance or settlements, which are made from the date of transfer in regard to the employees named on the list of names for
the balance of interests (Annex 17) to transferee EMS or to transferee WL. The seller is not liable for these
and further costs (wage / settlement).


 


The seller will
carry out any court proceedings according to the instructions of the transferee. Transferee EMS reimburses the seller for the
costs of any concluded settlement agreements (e.g. severance payments, wage and salary costs from the date of transfer). The same
applies accordingly to WL, as long as it concerns an employee, who is to be assigned to the transferee WL. In any case, legal
costs are borne by each party themselves.


 


Part D


Final provisions


 


§1 Conditions
precedent and right of withdrawal


 


1. Conditions precedent


The validity of
this Agreement shall be subject to the condition precedent of the consent of the Temporary Creditors’ Committee; The consent
is notified via the trustee.


 


2. Right of withdrawal


Withdrawal from
the contract may be exercised by the respective parties up to the end of 24.05.2016, if the following circumstances are not fulfilled:


 


a) the conclusion
of contracts to terminate the employment relationships with the seller and to establish employment relationships with the transfer
company (hereinafter referred to as “the transfer contract ”) by at least 97% of all employment relationships
mentioned on the list of names for the balance of interests. The transfer contract shall contain content given in Annex
19.


 


b) the conclusion
of amendment agreements pursuant to Annex 21 to reduce salaries with effect from 01.06.2016 by at least 97% of all
employees named in Annexes 20a and 20b.


 


c) the re-completion
of the balance of interests with the list of names in accordance with Annex 17 as well as the re-completion of the
social plan in accordance with Annex 18 by the business parties after opening of the insolvency proceedings, but
not later than 24.05.2016.


 


d) approval from
the works council after the opening of the insolvency proceedings and the re-completion of the balance of interests with list
of names according to Annex 17 after complete information pursuant to § 17 KSchG for the implementation of
the mass dismissal up to the end of 24.05.2016.


 


e) customers of
the seller with a share of the total turnover of the seller (excluding sales from the WL) of 70% (calculated on the basis of the
planned sales in the period 01.06.2016 to 31.05.2017) or their legal successors and / or companies in the same group of companies
have agreed to the transfer of their existing master contract or volume contract to the buyer.


 


f) evidence from
the seller that the net current assets to be transferred as of 21.05.2016 is at least EUR 8.2 million Proof has to be provided
by the buyer at least in text form by 24.05.2016 at the latest and according to the discretion of the buyer according to suitable
documents.


 



    	 	 	 



    	 	 -12-	 



     


3. Further right of withdrawal


 


The parties are
entitled to a right of withdrawal in the event that by 29.05.2016 the following are not complete


 


a) the seller and
the transfer company have signed the contract for the transfer of employees of the seller to a transfer company;


 


b) the seller and
the transfer company have accepted all the contract offers for switching to the transfer company from the employees who are listed
on the list of names in Annex 17 and have submitted such an offer to the seller. The access of the declaration of
acceptance to the respective employees is not essential in this respect.


 


c) written consent
of the landlord of No. 1 Paderborn Real Estate GmbH & Co. KG to conclude a sublease contract between the seller and transferees
EMS and WL, according to the provisions of the rented space provided in accordance with the economic conditions of the current
lease contract specified in Annex 22 accordance until 30 September 2016 inclusive. The parties agree that: (a) in
this sublease contract, the rent to be paid by the seller in accordance with Annex 22 shall be paid in monthly rental
payments by transferees EMS and WL for an area of 10,000 m2 for EMS and an area of 5,000 m2 in the case of WL and a
respective restructuring contribution equal to the difference to be paid by transferee EMS and transferee WL in relation to how
these areas sublet to them are divided. b) that the guarantee placed by the seller is not transferred to the transferees EMS and
WL or is to be placed. For this, written consent is to be submitted by the seller to No. 1 Paderborn Real Estate GmbH & Co.
KG. In the event of the conclusion of such a sublease contract, the respective business transferee shall be solely liable to the
seller with regard to the rented space. The adhesion in the external relationship to the no. 1 Paderborn Real Estate GmbH &
Co. KG remains with the seller.


 


d) written, binding
offer of the landlord of No. 1 Paderborn Real Estate GmbH & Co. KG to conclude a new lease agreement between the landlord
1 Paderborn Real Estate GmbH & Co. KG and transferees EMS and WL for the rental of an area of 10,000 m2 in the
case of transferee EMS and an area of 5,000 m2 in the case of transferee WL in the seller’s current operating
spaces in addition to the terms of the seller’s current rental agreement (Annex 22) from 01.10.2016 for a
term of 12 months with an option for another 12 months.


 


In the event that
the right of withdrawal is exercised, the parties shall completely reimburse the services received, in particular the trustee
immediately reimburses the purchase price from the trust account to the buyer. A right to withhold, set-off, assertion of possible
loss of value compensation claims, claims for damages, etc. the parties expressly do not have, including the trustee. There are
no rights other than the restitution rights.


 


4. Right of withdrawal
due to lack of security


 


If the buyer does
not make payment to the escrow account within the period agreed as per Part B § 3 clause 1 in relation to 4 arranged period
of payment to the escroa account for the purpose of securing the purchase price or the security has not been provided to the transfer
company until 24.05.2016, the seller has a right of withdrawal. The provisions are valid as defined in clause 2.


 


	§ 2	Uniformity of the contract, right of withdrawal


 


There is agreement
between the seller and the purchasers that all parties to the contract form a single entity. The seller and the purchaser are
therefore entitled to withdraw from this contract in its entirety if the essential obligations of a contracting party in one contract
part are not fulfilled. This applies in particular to the seller if the buyer is in arrears with the purchase price payment for
more than two weeks. This right of withdrawal expires only after payment of the purchase price agreed in this contract. The withdrawal
is to be declared by registered letter with return receipt to the buyer.


 



    	 	 	 



    	 	 -13-	 



     


In addition, the
provisions of Part D, § 1, clause 3. Thus if the right to withdraw the contract is exercised, the parties shall completely
reimburse the services received, in particular the trustee immediately reimburses the purchase price from the trust account to
the buyer. A right to withhold, set-off, assertion of possible loss of value compensation claims, claims for damages, etc. the
parties expressly do not have, including the trustee. There are no rights other than the restitution rights.


 


	§
    3	Costs


 


Each party shall
bear its own costs, including the costs of its consultants arising in connection with this contract. The buyer or transferees
should expressly refrain from notarising the contract.


 


	§
    4	Severability
    clause


 


	1.	Should
    one of the provisions of this document be or become invalid, the remaining provisions shall remain unaffected.
	 	 
	2.	In
    the event that this document contains a wholly or partly ineffective provision or a void, the parties to the agreement shall
    be obliged to take an appropriate substitute or supplementary agreement which comes closest to what is required by law, in
    place of the invalid provision or to fill the void If the invalidity or the gap had been known to them. Priority shall be
    given to the economic objectives of the parties laid down in this contract.
	 	 
	3.	Verbal
    ancillary agreements do not exist. Amendments or additions to this contract must be in writing and must be signed by all parties,
    but not officially notarised, unless this is required by mandatory law. This also applies to an amendment of this provision
    itself.


 


	§
    5	Responsible
    contact persons


 


Responsible contact person for matters
relating to this contract are:


 


On the seller’s side:


Periscope GmbH


Heinrich-Christoph Ollendiek


Heinz-Nixdorf-Ring 1


33106 Paderborn


 


With copy to:


 


Buchalik Brömmekamp Lawyers I Tax
consultants


Dr. Jasper Stahlschmidt


Prinzenallee 15


40549 Dusseldorf


E-mail: jasper.stahlschmidt@buchalik-broemmekamp.de


Phone: 0211 828977-200


Fax: 0211 828977-211


 


On the part of the buyer as well
as the transferees:


ROB Cemtrex Automotive GmbH


Am Wolfsbaum 1


75245 Neulingen


Phone +49 7237 430-1000


Fax +49 7237 430-1099


 



    	 	 	 



    	 	 -14-	 



     


With
copy to:


 


NEEF LEGAL Lawyers


Arno L. Eisen


Bleibtreustr. 24


10707 Berlin


Phone: 030 88918970


Fax: 030 889189711


 


as well as


 


ALTENBURG Specialist Lawyers for Employment
Law Partnership of Lawyers mbB


Dr. Tobias Schommer


New Wall 41


20354 Hamburg


Phone: 040 368800610


Fax: 040 368800656


 


Any changes to
the contact data must be communicated to the parties of the other party immediately in writing. according to § 126 para.
1 BGB (German Civil Code). Until such time as this communication is received, the existing contact data shall be deemed to be
effective.


 


(Signature page follows.)


 



    	 	 	 



    	 	 -15-	 



     


Paderborn, 24 May
2016


 


Periscope GmbH
(Seller)


 


represented by


 


	/s/.
    Heinrich-Christoph Ollendiek	 
	Heinrich-Christoph Ollendiek	 
	Managing Director	 
	 	 
	/s/
    Dr. Jasper Stahlschmidt	 
	Dr. Jasper Stahlschmidt	 
	Managing Director	 
	 	 
	/s/
    Saagar Govil 	 
	ROB Cemtrex Assets UG (limited
    liability) - buyer	 
	 	 
	/s/
    Saagar Govil 	 
	ROB Cemtrex Automotive GmbH -
    Transferee EMS	 
	 	 
	/s/
    Saagar Govil 	 
	ROB Cemtrex Logistics GmbH - Transferee
    WL	 
	 	 
	Consent to this Agreement:	 
	 	 
	/s/.
    Sandra Bitter as trustee	 
	Sandra Bitter as trustee