Name Title. Accepted as of the date hereof: Name(s) of Co-Representative(s) By:......................................... ANNEX I Form of Pricing Agreement [Representatives] [Date] Ladies and Gentlemen: [Deutsche Telekom International Finance B.V., a private company with limited liability incorporated under the laws of The Netherlands (the "Company"), [Deutsche Telekom AG, a stock corporation organized under the laws of the Federal Republic of Germany ("Telekom" or "Guarantor")] proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement dated _______ (the "Underwriting Agreement"), between [the Company and] [Deutsche Telekom International Finance B.V., a private company with limited liability incorporated under the laws of The Netherlands (the "Company")] [Deutsche Telekom AG (the "Guarantor")] [the "Guarantor"] on the one hand and [names of Co-Representative(s)] on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospecuts (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein and therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us _____ counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Deutsche Telekom International Finance B.V.
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Name Title. Accepted as L▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Chief Executive Officer and Chairman of the date hereof: Name(s) Board of Co-Representative(s) By:......................................... ANNEX I Form of Pricing Agreement [Representatives] [Date] Directors L▇▇ ▇▇▇▇▇ Chief Financial Officer and Director K▇ ▇▇ A▇▇▇▇▇ ▇▇▇▇▇ Independent Director L▇▇▇▇▇▇ ▇▇▇▇-T▇▇ ▇▇ Independent Director J▇▇▇ R▇▇▇▇▇ ▇▇▇▇▇ Independent Director H▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Yim Independent Director Invincible Legend Limited 5% or Greater Shareholder 7▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ New York, NY 10019 Ladies and Gentlemen: [Deutsche Telekom International Finance B.V.This Lock-Up Agreement (this “Agreement”) is being delivered to Univest Securities, LLC (the “Representative”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between ChainOn Group Limited, a private Cayman Islands company with limited liability incorporated under the laws of The Netherlands (the "“Company"”), [Deutsche Telekom AGand the Representative, a stock corporation organized under relating to the laws proposed public offering (the “Offering”) of the Federal Republic of Germany Company’s Class A ordinary shares, par value $0.0004 per share ("Telekom" or "Guarantor"the “Ordinary Shares”)] proposes, subject . Initial capitalized terms not otherwise defined herein shall have the meaning given to the those terms and conditions stated herein and in the Underwriting Agreement. In order to induce the Underwriters (as defined in the Underwriting Agreement) to continue their efforts in connection with the Offering, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a shareholder and/or an officer or director of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, during the period beginning on and including the date of this Agreement dated _______ through and including the date that is 180 days from the Effective Date (the "Underwriting Agreement"“Lock-Up Period”), between [the Company and] [Deutsche Telekom International Finance B.V.undersigned will not, a private company with limited liability incorporated under without the laws of The Netherlands (the "Company")] [Deutsche Telekom AG (the "Guarantor")] [the "Guarantor"] on the one hand and [names of Co-Representative(s)] on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each prior written consent of the provisions Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any Ordinary Shares now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of the Underwriting Agreement is incorporated herein by reference in its entiretydisposition (including, and shall without limitation, Ordinary Shares which may be deemed to be a part beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of this Agreement to 1933, as amended, and as the same extent as if may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”)) (such provisions had been shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for Ordinary Shares, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Ordinary Shares, or securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Ordinary Shares. The restrictions set forth in full herein; and each of the representations and warranties set forth therein immediately preceding paragraph shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospecuts (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein and therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us _____ counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Deutsche Telekom International Finance B.V.apply to:
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