Common use of Seller’s Agent Clause in Contracts

Seller’s Agent. Each Seller hereby authorizes and appoints the Sellers' Agent as its, his or her exclusive agent and attorney-in-fact to act on behalf of each of them with respect to all matters which are the subject of this Agreement, including, without limitation, (a) receiving or giving all notices, instructions, other communications, consents or agreements that may be necessary, required or given hereunder and (b) asserting, settling, compromising, or defending, or determining not to assert, settle, compromise or defend, (i) any claims which any Seller may assert, or have the right to assert, against the Buyer, or (ii) any claims which the Buyer may assert, or have the right to assert, against any Seller. The Sellers' Agent hereby accepts such authorization and appointment, provided that Sellers' Agent shall have no duty or liability whatsoever to the Buyer or DCC in his capacity as Sellers' Agent. In addition, the Sellers agree that the Sellers' Agent shall have no personal liability to the Sellers for any action taken hereunder or for any omission to act where such action or omission is not the result of gross negligence or willful misconduct on the part of the Sellers' Agent. Upon the receipt of written evidence satisfactory to the Buyer to the effect that the Sellers' Agent has been substituted as agent of the Sellers by reason of his death, disability or resignation, the Buyer shall be entitled to rely on such substituted agent to the same extent as they were theretofore entitled to rely upon the Sellers' Agent with respect to the matters covered by this SECTION 11.

Seller’s Agent. Each Seller (a) The Sellers (including, for the avoidance of doubt, the Unexercised Warrant Holders) hereby irrevocably appoint [**] (the “Sellers’ Agent”), with the right to appoint any other person for that purpose, who accepts this appointment, as agent to (i) give and receive all relevant notices and other documents, (ii) receive and distribute any payments under this Agreement, (iii) give all consents, handle, dispute, settle or otherwise deal with any and all claims against the Sellers under this Agreement, (iv) agree on any amendment to this Agreement, (v) draft, execute and deliver the Disclosure Letter, and (vi) more generally, exercise or waive, in accordance with the provisions of Section 11.2, the rights and fulfil all obligations of the Sellers on their behalf under this Agreement. (b) For the purpose of article 1161 of the French Civil Code, each of the Sellers authorizes and appoints the Sellers' ’ Agent as its, his or her exclusive agent and attorney-in-fact to act on her/his/its behalf of each of them in accordance with respect to all matters which are this Section 11.2. (c) Any decision by the subject of Sellers’ Agent under this Agreement, including, without limitation, Agreement shall be binding on the Sellers. (ad) receiving or giving all notices, instructions, other communications, consents or agreements that may be necessary, required or given hereunder and (b) asserting, settling, compromising, or defending, or determining not to assert, settle, compromise or defend, (i) any claims which any Seller may assert, or have the right to assert, against the Buyer, or (ii) any claims which the Buyer may assert, or have the right to assert, against any Seller. The Sellers' Agent hereby accepts such authorization and appointment, provided that Sellers' ’ Agent shall have no duty or liability whatsoever be entitled, upon presentation of documentary evidence, to the Buyer or DCC in his capacity as Sellers' Agent. In addition, the Sellers agree that the Sellers' Agent shall have no personal liability to be reimbursed by the Sellers for all costs and expenses incurred by it in such capacity pro rata to their Allocable Portion. (e) The Sellers’ Agent or its successors may at any action taken hereunder or for any omission time notify the Purchaser and the Sellers that it does not wish to continue to act where such action as agent for all or omission is not the result of gross negligence or willful misconduct on the part of the Sellers' Agent. Upon the receipt of written evidence satisfactory . (f) The Sellers’ Agent shall not bear any liability whatsoever, neither to the Buyer to the effect that the Sellers' Agent has been substituted as agent of the Sellers by reason of his death, disability or resignation, the Buyer shall be entitled Purchaser nor to rely on such substituted agent to the same extent any third party, in their capacity as they were theretofore entitled to rely upon the Sellers' ’ Agent with respect to the matters covered by under this SECTION 11Agreement, except in case of wilful misconduct (faute intentionnelle).

Seller’s Agent. Each Seller hereby authorizes and appoints (a) For the Sellers' Agent as its, his or her exclusive agent and attorney-in-fact to act on behalf of each of them with respect to all matters which are the subject purposes of this Agreement, includingeach Seller shall hereby appoint A▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Sellers’ Agent”), without limitationwho accepts, (a) receiving or giving as its representative, in its name and on its behalf, under the circumstances provided in this Agreement, to sign and negotiate all documents required for the completion of the Transaction as well as any amendment to this Agreement, to make and receive all notices, instructionsto make all communications or declarations and to receive all payments which are to be made pursuant to this Agreement or as a consequence thereof, other communicationsto, consents or agreements that may be necessaryon behalf of, required or given hereunder and the Sellers. In view of the mutual interest it represents for the Sellers, such power of attorney is irrevocable. (b) asserting, settling, compromising, or defending, or determining not Any notification to assert, settle, compromise or defend, (i) any claims which any Seller may assert, or have the right to assert, against the Buyer, or (ii) any claims which the Buyer may assert, or have the right to assert, against any Seller. The Sellers' Agent hereby accepts such authorization and appointment, provided that Sellers' ’ Agent shall thus be deemed to have no duty or liability whatsoever been made to the Buyer or DCC in his capacity as Sellers' Agent. In addition, the Sellers agree that the Sellers' Agent shall have no personal liability to the Sellers for any action taken hereunder or for any omission to act where such action or omission is not the result of gross negligence or willful misconduct on the part each of the Sellers' . (c) Should A▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, acting as Sellers’ Agent. Upon the receipt of written evidence satisfactory , be unable to the Buyer perform his duties to the effect that act as the Sellers' ’ Agent, for any reason whatsoever, the Sellers’ Agent has been substituted as agent of will be appointed among the Sellers by reason the Sellers. If the Sellers do not reach an agreement within 15 Business Days of the date A▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has ceased to perform his deathduties as Sellers’ Agent, disability or resignation, then the Buyer Sellers’ Agent shall be entitled to rely on appointed among the Sellers by the President of the Commercial Court of Paris ruling in summary form (statuant en référé), such substituted agent to the same extent as they were theretofore entitled to rely upon the Sellers' Agent with respect to the matters covered by this SECTION 11ruling being unchallengeable in appeal.

Seller’s Agent. Each Seller In making amendments, consents, waivers, statements, declarations or notices under or in connection with this agreement, the Sellers shall solely act through Deutsche Beteiligungs ▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, as the selected representative hereby authorizes and appoints jointly appointed by the Sellers (the “Sellers’ Agent”). Any amendments, consents, waivers, statements, declarations or notices of the Sellers under or in connection with this Agreement shall therefore be validly made only if made by the Sellers' ’ Agent as its, his or her exclusive agent and attorney-in-fact to act on behalf of each all Sellers jointly and in a uniform manner. The Sellers hereby irrevocably authorize and empower the Sellers’ Agent to act in their name and on their behalf (exempted from the restrictions of them with respect Section 181 BGB) in making any and all such amendments, consents, waivers, statements, declarations and notices and to execute all matters which are the subject of transactions or documents they may deem appropriate to implement this Agreement, including, without limitation, (a) receiving or giving all notices, instructions, other communications, consents or agreements that may be necessary, required or given hereunder and (b) asserting, settling, compromising, or defending, or determining not to assert, settle, compromise or defend, (i) any claims which any Seller may assert, or . The Sellers’ Agent shall have the right to assert, against the Buyer, or (ii) any claims which the Buyer may assert, or have the right ask for internal Sellers’ approval prior to assert, against any Seller. The Sellers' Agent hereby accepts such authorization and appointment, provided that Sellers' Agent shall have no duty or liability whatsoever to the Buyer or DCC in his capacity as Sellers' Agent. In addition, the Sellers agree that the Sellers' Agent shall have no personal liability to the Sellers for any action taken hereunder or for taken, but the Purchaser may rely on any omission to act where such action or omission is not the result of gross negligence or willful misconduct on the part of the Sellers' Agent’ Agent irrespective of any such internal inquiry. Upon the receipt of written evidence satisfactory The foregoing shall also apply to the Buyer receiving of any amendments, consents, waivers, statements, declarations or notices as well as to the effect that exercise of any rights by the Sellers under or in connection with this Agreement. The authorization and power of attorney of the Sellers' ’ Agent can only be terminated and shall be deemed to continue until the Sellers have either through the Sellers’ Agent or otherwise jointly communicated in writing to the Purchaser that another Sellers’ Agent has been substituted as agent appointed with a power of representation in the Sellers by reason of his death, disability or resignation, the Buyer shall be entitled to rely on such substituted agent same scope and this new Sellers’ Agent has accepted to the same extent as they were theretofore entitled to rely upon the Sellers' Agent with respect to the matters covered by this SECTION 11other parties in writing his appointment.

Seller’s Agent. Each Seller (a) Skyview Capital is hereby authorizes and appoints appointed by the Sellers as the Sellers' Agent ’ Agent, to act as its, his or her exclusive the agent and attorney-in-fact of the Sellers to: (i) give and receive notices and communications to act or from Acquiror (on behalf of each itself or any other Indemnified Person) relating to this Agreement or any of them the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by a Seller individually); (ii) authorize the Escrow Agent to effect the forfeiture of all or any portion of the Escrow Consideration or to recover directly from Sellers in satisfaction of claims for indemnification (on behalf of itself or any other Indemnified Person), including by not objecting to such claims; (iii) object to any claims for indemnification under this Article VII, whether against the Escrow Consideration or directly against Sellers, pursuant to Section 7.7(b); (iv) consent or agree to (including by not objecting to), negotiate, enter into settlements and compromises of, demand arbitration of and represent the interests of the Sellers in the arbitration of any dispute relating to, and comply with orders of courts or arbitrators with respect to, any claims for indemnification under this Article VII, whether against the Escrow Consideration or directly against Sellers; (v) subject to the terms and conditions hereof, consent or agree to any amendment to, or waiver of any provision of, this Agreement on behalf of the Sellers’ Agent and/or the Sellers; (vi) act as proxy and attorney in fact with respect to the voting of the Indemnity Escrow Shares beneficially held by the Sellers that have not been released to the Sellers, pursuant to Sections 7.6(c) and 7.6(d), on all matters submitted to the Acquiror’s stockholders subsequent to the date hereof with respect to which the holders of the capital stock of the Acquiror are entitled to vote or take action; and (vii) take all actions necessary or appropriate in the subject judgment of this Agreementthe Sellers’ Agent for the accomplishment of the foregoing, including, in each case without limitation, (a) receiving having to seek or giving all notices, instructions, other communications, consents or agreements that obtain the consent of any Person under any circumstance. The Person serving as the Sellers’ Agent may be necessaryreplaced from time to time by a Majority in Interest of Sellers. No bond shall be required of the Sellers’ Agent, required or given hereunder and the Sellers’ Agent shall receive no compensation for his services. (b) asserting, settling, compromising, or defending, or determining The Sellers’ Agent shall not be liable to assert, settle, compromise or defend, (i) any claims which any Seller may assert, for any act done or have omitted hereunder as the right to assert, against the Buyer, Sellers’ Agent while acting in good faith (and any act done or (ii) any claims which the Buyer may assert, or have the right to assert, against any Seller. The Sellers' Agent hereby accepts such authorization and appointment, provided that Sellers' Agent shall have no duty or liability whatsoever omitted pursuant to the Buyer or DCC in his capacity as Sellers' Agent. In addition, the Sellers agree that the Sellers' Agent advice of counsel shall have no personal liability to the Sellers for any action taken hereunder or for any omission to act where be conclusive evidence of such action or omission is not the result of good faith) and without gross negligence or willful misconduct. The Sellers shall severally and not jointly in accordance with their respective Pro Rata Shares indemnify the Sellers’ Agent and hold the Sellers’ Agent harmless against any loss, Liability or expense incurred without gross negligence, willful misconduct or bad faith on the part of the Sellers' ’ Agent and arising out of or in connection with the acceptance or administration of the Sellers’ Agent’s duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Sellers’ Agent. Upon the receipt of written evidence satisfactory If not paid directly to the Buyer Sellers’ Agent by the Sellers, such losses, Liabilities or expenses may be recovered by the Sellers’ Agent from portions of the Escrow Consideration otherwise distributable to the effect that Sellers (and not distributed or distributable to an Indemnified Person or subject to a pending indemnification claim of an Indemnified Person) after the end of the Escrow Period pursuant to the terms hereof and such recovery will be made from the Sellers' . (c) Any notice or communication given or received by, and any decision, action, failure to act (whether or not within a designated period of time), agreement, consent, settlement, resolution or instruction of, the Sellers’ Agent has been substituted as agent that is within the scope of the Sellers’ Agent’s authority under Section 7.9(a) shall constitute a notice or communication to or by, or a decision, action, failure to act (whether or not within a designated period of time), agreement, consent, settlement, resolution or instruction of all the Sellers by reason of his deathand shall be final, disability or resignation, the Buyer binding and conclusive upon each such Seller; and each Indemnified Person shall be entitled to rely on upon any such substituted agent notice, communication, decision, action, failure to the same extent act (whether or not within a designated period of time), agreement, consent, settlement, resolution or instruction as they were theretofore entitled being a notice or communication to rely upon the Sellers' Agent with respect or by, or a decision, action, failure to the matters covered by this SECTION 11act within a designated period of time, agreement, consent, settlement, resolution or instruction of each and every such Seller.

Seller’s Agent. Each Seller Sellers do hereby authorizes irrevocably constitute and appoints the Sellers' Agent appoint ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as its, his or her exclusive their agent and attorney-in-fact to act fact, on their behalf and on behalf of each of them with respect to all matters which are the subject of this Agreement, including, without limitationthem, (a) receiving or giving to perform all noticesacts which, instructionsby the provisions of this Agreement and the Seller Ancillary Documents, other communicationsare to be performed after the date hereof, consents or agreements that may be necessary, required or given hereunder and (b) assertingto execute and give, settlingand to receive, compromisingall Notices required or permitted hereunder, (c) to contest, compromise and to otherwise deal with any and all set-offs, claims and Proceedings hereunder, (d) to participate as an Indemnified Party in the mediation and arbitration procedures provided for in Section 13 and (e) generally, to act for and on behalf of Sellers and each of them in all matters connected with any claim for Damages by the Buyer Indemnities with the same force and effect as though such act had been taken by them, or defendingany one of them, or determining not to assert, settle, compromise or defend, (i) any claims which any Seller may assert, or have the right to assert, against the Buyer, or (ii) any claims which the Buyer may assert, or have the right to assert, against any Sellerpersonally. The Sellers' Agent hereby accepts such authorization and appointment, provided that Sellers' Agent shall have no duty or liability whatsoever to the Buyer or DCC in his capacity as Sellers' Agent. In addition, the Sellers agree that the Sellers' Agent shall have no personal liability to the Sellers for any action taken foregoing appointment and power are coupled with an interest and every party acting hereunder or for under any omission to act where such action other instrument executed or omission is not delivered in connection with the result of gross negligence or willful misconduct on the part of the Sellers' Agent. Upon the receipt of written evidence satisfactory to the Buyer to the effect that the Sellers' Agent has been substituted as agent of the Sellers by reason of his death, disability or resignation, the Buyer Contemplated Transactions shall be entitled to rely on such substituted agent to any action taken or omitted by Sellers’ Agent on behalf of Sellers. Sellers’ Agent shall be the same extent as they were theretofore entitled to rely upon the Sellers' Agent exclusive representative of Sellers with respect reference to the matters covered by set forth in this SECTION 11Section 12 and Section 13, his actions shall be binding on Sellers and Buyer shall have no duty to ascertain the Sellers’ Agent powers with the purpose to operate on their behalf, being the execution of the present Agreement a deed of appointment of the Representative with representation powers.

Seller’s Agent. 22.10.1 If a joint action of Sellers is required pursuant to this Agreement the Sellers hereby authorize and empower Seller 1 (“Sellers’ Agent”) (i) to perform any acts and give any declarations necessary and required in connection therewith; and (ii) for making and receiving payments under this Agreement (as far as permissible under applicable laws) whereby the Parties agree and clarify that this shall not be construed to be or constitute a joint and several liability (gesamtschuldnerische Haftung) of Seller 1 under this Agreement. Seite 82 von 83 22.10.2 Each Seller hereby authorizes Sellers' Agent to be his representative for giving and appoints receiving notices under this Agreement and for executing all documents, deeds and writings and for doing all acts and deeds pursuant to the provisions of this Agreement, for and on their behalf (including execution of the Escrow Agreement and to handle all matters thereunder with the Escrow Agent). Each Seller hereby agrees and confirms that in the event of a Party giving notice to the Sellers' Agent as itsin the manner provided for in clause 22.1, his or her exclusive agent and attorney-in-fact such Party shall be deemed to act on behalf of each of them with respect have given notice to all matters which are of the subject of this AgreementSellers. 22.10.3 All actions, including, without limitation, (a) receiving or giving all notices, instructions, other communicationswaivers, consents or agreements that may be necessary, required or given hereunder and (b) asserting, settling, compromising, or defending, or determining not to assert, settle, compromise or defend, (i) any claims which any Seller may assert, or have the right to assert, against the Buyer, or (ii) any claims which the Buyer may assert, or have the right to assert, against any Seller. The Sellers' Agent hereby accepts such authorization and appointment, provided that Sellers' Agent shall have no duty or liability whatsoever to the Buyer or DCC in his capacity as Sellers' Agent. In addition, the Sellers agree that omissions by the Sellers' Agent shall have no personal liability to the Sellers for any action taken hereunder or for any omission to act where such action or omission is not the result of gross negligence or willful misconduct on the part of the Sellers' Agent. Upon the receipt of written evidence satisfactory to the Buyer to the effect that the Sellers' Agent has been substituted as agent behalf of the Sellers shall be binding on the Sellers. 22.10.4 The power of attorney contained in this clause 22.10 may be revoked by reason any Seller for good cause only by giving notice to the other Parties, provided, however, that and only if a new joint representative having power of his death, disability or resignation, the Buyer attorney is validly set in place. Seller 1 shall be entitled to rely on request such substituted agent power of attorney to the same extent as they were theretofore entitled be transferred to rely upon the Sellers' Agent with respect to the matters covered by this SECTION 11Seller 2.