Common use of Seller’s Agent Clause in Contracts

Seller’s Agent. (a) The Sellers hereby appoint and engage Capvis IV, and Capvis IV hereby accepts to be appointed and engaged, as the Sellers’ common representative and agent (the “Sellers’ Agent”), to act on the Sellers’ behalf for certain specific purposes as expressly provided in this Agreement, including, without limitation, in connection with (i) Leakage Claim, (ii) the indemnification procedure, as set forth in Article 9.3.3, (iii) the preparation and delivery of, and engaging in negotiations related to, any Objection Notice delivered under Section 13(b)(ii); and (iv) the initialization, on behalf of the Sellers and for recognition purposes, of the pages, schedules and annexes of this Agreement. (b) The Sellers’ Agent: (i) shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement; (ii) shall have no obligation to act on behalf of the Sellers, except as expressly provided herein; (iii) shall have no liability vis-à-vis Purchaser with respect to the actions taken or omitted to be taken in its capacity as Sellers’ Agent, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave); (iv) shall be entitled to engage such counsels, experts and other agents and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and shall be entitled to conclusively rely on the opinions and advice of such Persons; (v) shall be entitled to indemnification from the Sellers against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Sellers’ Agent, including the costs and expenses of investigation and defense of claims. (c) Each Seller undertakes: (i) to execute and deliver to the Sellers’ Agent any instruments – including, by way of mere example, an appropriate and duly notarized power of attorney – as may be necessary, under applicable Laws, to vest in the Sellers’ Agent all rights, powers and authority to carry out, in the name and on behalf of the Sellers, the activities provided in this Section 14.3; and (ii) to ratify and approve any such activities carried out by the Sellers’ Agent acting in such capacity. (d) Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement as Sellers’ Agent and that such appointment and engagement shall not increase Capvis IV’s liability as Seller under this Agreement or modify or affect the nature of any of the Sellers’ liability under this Agreement, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave).

Seller’s Agent. (a) The Sellers Sellers, pursuant to this Agreement, hereby appoint and engage Capvis IV, and Capvis IV hereby accepts to be appointed and engaged, Mxxxxxx Xxxxxxx as the Sellers’ common Agent, who shall be the Sellers’ representative and agent (the “attorney-in-fact for each Seller. The Sellers’ Agent”)Agent shall have the authority to act for and on behalf of each of the Sellers, including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, to act on the Sellers’ behalf for certain specific purposes as expressly provided in this Agreement, including, without limitation, in connection with (i) Leakage Claim, (ii) the indemnification procedure, as set forth in Article 9.3.3, (iii) the preparation and delivery of, and engaging in negotiations related to, any Objection Notice delivered under Section 13(b)(ii); and (iv) the initialization, on behalf of the Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer of cash and for recognition purposesother property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the pagesSellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, schedules the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and annexes other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement. (b) The Sellers’ Agent: (i) Agent shall have not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Sellers’ Agent based on such powers advice and authority the Sellers’ Agent shall not be liable to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Sellers’ Agent determined by him to be reasonably necessary to carry out the functions assigned to it under this Agreement; (ii) purposes of his obligations. The Sellers shall have no obligation to act on behalf severally and pro-rata, in accordance with their respective pro-rata share of the SellersPurchase Price, except as expressly provided herein; (iii) shall have no liability vis-à-vis Purchaser with respect to indemnify the actions taken or omitted to be taken in its capacity as Sellers’ Agent, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave); (iv) shall be entitled to engage such counsels, experts Agent and other agents and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and shall be entitled to conclusively rely on the opinions and advice of such Persons; (v) shall be entitled to indemnification from the Sellers hold him harmless against any loss, liability or expenses expense incurred without gross negligence or bad faith on the part of the Sellers’ Agent and arising out of actions taken or omitted in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Seller hereby agrees to be taken in its capacity as reimburse the Sellers’ Agent, Agent for his pro rata share of any reasonable and documented costs or expenses (including attorneys’ fees) incurred by the costs and expenses of investigation and defense of claimsSellers’ Agent in pursuing a dispute pursuant this Agreement. (c) Each Seller undertakes: (i) to execute and deliver to A decision, act, consent or instruction of the Sellers’ Agent shall constitute a decision, act, consent or instruction from all of the Sellers and shall be final, binding and conclusive upon each of the Sellers. The Buyer may rely upon any instruments – includingsuch decision, act, consent or instruction of the Sellers’ Agent as being the decision, act, consent or instruction of every such Seller. The Buyer is hereby relieved from any liability to any person for any acts done by way it in accordance with such decision, act, consent or instruction of mere examplethe Sellers’ Agent. In furtherance of the foregoing, an appropriate and duly notarized any reference to a power of attorney – as may be necessary, the Sellers under applicable Lawsthis Agreement, to vest be exercised or otherwise taken, shall be a power vested in the Sellers’ Agent all rights, powers and authority to carry out, in the name and on behalf of the Sellers, the activities provided in this Section 14.3; and (ii) to ratify and approve any such activities carried out by the Sellers’ Agent acting in such capacityAgent. (d) Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement as Sellers’ Agent and that such appointment and engagement shall not increase Capvis IV’s liability as Seller under this Agreement or modify or affect the nature of any of the Sellers’ liability under this Agreement, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave).

Seller’s Agent. a. Each Seller hereby irrevocably nominates, constitutes and appoints Xxxxxxx Xxxxxxxx under exemption from the restrictions set forth in section 181 of the German Civil Code (aBGB) The Sellers hereby appoint and engage Capvis IV, and Capvis IV hereby accepts to be appointed and engaged, as the Sellers’ common representative agent and agent true and lawful attorney in fact of Sellers (the “Sellers’ Agent”), with full power of substitution, to act on in the name, place and stead of Sellers for purposes of executing any documents and taking any actions that Sellers’ Agent may, in his sole discretion, determine to be necessary, desirable or appropriate in connection with this Agreement or the Escrow Agreement. Xxxxxxx Xxxxxxxx hereby accepts his appointment as Sellers’ Agent. b. Each Seller hereby grants to Sellers’ Agent full authority to execute, deliver, acknowledge, certify and file on behalf for certain specific purposes of Sellers (in the name of any or all of Sellers or otherwise) any and all documents that Sellers’ Agent may, in his sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as expressly provided Sellers’ Agent may, in his sole discretion, determine to be appropriate, in performing his duties as contemplated by Section 12.2(a). Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, in connection with the Purchaser shall be entitled to: (i) Leakage Claimdeal exclusively with Sellers’ Agent on all matters relating to this Agreement or the Escrow Agreement; and (ii) rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Sellers’ Agent, and on any other action taken or purported to be taken on behalf of any Seller by Sellers’ Agent, as fully binding upon such Seller. x. Xxxxxxx recognize and intend that the power of attorney granted in Section 12.2(a): (i) is coupled with an interest and is irrevocable; (ii) may be delegated by Sellers’ Agent; and (iii) shall survive the death or incapacity of Sellers. d. If Sellers’ Agent shall die, become disabled, resign or otherwise be unable to fulfill his responsibilities hereunder, Sellers holding a majority of the Seller Shares as determined on the basis of the shareholding of all Sellers at the date of this Agreement (herein the “Majority of Sellers”) shall, within thirty days after such death, disability or resignation, appoint a successor to Sellers’ Agent and immediately thereafter notify Purchaser of the identity of such successor. If the Sellers do not appoint a successor Sellers’ Agent within such thirty days, Purchaser in its sole discretion shall appoint a Sellers’ Agent and shall notify the Sellers of such appointment. Any such successor shall succeed Sellers’ Agent as Sellers’ Agent hereunder. If for any reason there is no Sellers’ Agent at any time, all references herein to Sellers’ Agent shall be deemed to refer to Sellers. The Sellers’ Agent may resign as the Sellers’ Agent at any time by providing written notice of intent to resign to each Seller and Purchaser, which resignation shall be effective upon the earlier of (i) thirty (30) calendar days following delivery of such written notice and (ii) the indemnification procedure, as set forth in Article 9.3.3, (iii) the preparation and delivery of, and engaging in negotiations related to, appointment of a successor by Majority of Sellers. e. The Sellers’ Agent shall not be liable to any Objection Notice delivered under Section 13(b)(ii); and (iv) the initialization, on behalf of the Sellers and for recognition purposes, of the pages, schedules and annexes of this Agreement. (b) any act done or omitted hereunder as Sellers’ Agent while acting in good faith. The Sellers’ Agent: (i) Agent shall only have such powers the duties expressly stated in this Agreement and authority as are necessary to carry out the functions assigned to it under this Agreement; (ii) shall have no obligation to act on behalf of the Sellersother duty, except as expressly provided herein; (iii) shall have no liability vis-à-vis Purchaser with respect to the actions taken express or omitted to be taken in its capacity as implied. The Sellers’ AgentAgent may engage attorneys, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave); (iv) shall be entitled to engage such counsels, experts accountants and other agents professionals and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and shall be entitled to conclusively rely on the opinions and advice of such Persons; (v) shall be entitled to indemnification from the Sellers against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the experts. The Sellers’ AgentAgent may in good faith rely conclusively upon information, including the costs reports, statements and expenses of investigation opinions prepared or presented by such professionals, and defense of claims. (c) Each Seller undertakes: (i) to execute and deliver to as between the Sellers’ Agent any instruments – including, by way of mere example, an appropriate and duly notarized power of attorney – as may be necessary, under applicable Laws, to vest in the Sellers’ Agent all rights, powers and authority to carry out, in the name and on behalf of the Sellers, the activities provided in this Section 14.3; and (ii) to ratify and approve any such activities carried out action taken by the Sellers’ Agent acting based on such reliance shall be deemed conclusively to have been taken in such capacitygood faith. (d) Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement f. All expenses incurred by Sellers’ Agent in connection with the performance of his duties as Sellers’ Agent shall be borne and that such appointment and engagement shall not increase Capvis IV’s liability as Seller under this Agreement or modify or affect the nature of any of the paid exclusively by Sellers’ liability under this Agreement, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave).

Seller’s Agent. (a) The Sellers Sellers, pursuant to this Agreement, hereby appoint and engage Capvis IV, and Capvis IV hereby accepts to be appointed and engaged, Xxxxxxx Xxxxxxx as the Sellers’ common Agent, who shall be the Sellers’ representative and agent (the “attorney-in-fact for each Seller. The Sellers’ Agent”)Agent shall have the authority to act for and on behalf of each of the Sellers, including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, to act on the Sellers’ behalf for certain specific purposes as expressly provided in this Agreement, including, without limitation, in connection with (i) Leakage Claim, (ii) the indemnification procedure, as set forth in Article 9.3.3, (iii) the preparation and delivery of, and engaging in negotiations related to, any Objection Notice delivered under Section 13(b)(ii); and (iv) the initialization, on behalf of the Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer of cash and for recognition purposesother property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the pagesSellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, schedules the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and annexes other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement. (b) The Sellers’ Agent: (i) Agent shall have not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Sellers’ Agent based on such powers advice and authority the Sellers’ Agent shall not be liable to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Sellers’ Agent determined by him to be reasonably necessary to carry out the functions assigned to it under this Agreement; (ii) purposes of his obligations. The Sellers shall have no obligation to act on behalf severally and pro-rata, in accordance with their respective pro-rata share of the SellersPurchase Price, except as expressly provided herein; (iii) shall have no liability vis-à-vis Purchaser with respect to indemnify the actions taken or omitted to be taken in its capacity as Sellers’ Agent, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave); (iv) shall be entitled to engage such counsels, experts Agent and other agents and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and shall be entitled to conclusively rely on the opinions and advice of such Persons; (v) shall be entitled to indemnification from the Sellers hold him harmless against any loss, liability or expenses expense incurred without gross negligence or bad faith on the part of the Sellers’ Agent and arising out of actions taken or omitted in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Seller hereby agrees to be taken in its capacity as reimburse the Sellers’ Agent, Agent for his pro rata share of any reasonable and documented costs or expenses (including attorneys’ fees) incurred by the costs and expenses of investigation and defense of claimsSellers’ Agent in pursuing a dispute pursuant this Agreement. (c) Each Seller undertakes: (i) to execute and deliver to A decision, act, consent or instruction of the Sellers’ Agent shall constitute a decision, act, consent or instruction from all of the Sellers and shall be final, binding and conclusive upon each of the Sellers. The Buyer may rely upon any instruments – includingsuch decision, act, consent or instruction of the Sellers’ Agent as being the decision, act, consent or instruction of every such Seller. The Buyer is hereby relieved from any liability to any person for any acts done by way it in accordance with such decision, act, consent or instruction of mere examplethe Sellers’ Agent. In furtherance of the foregoing, an appropriate and duly notarized any reference to a power of attorney – as may be necessary, the Sellers under applicable Lawsthis Agreement, to vest be exercised or otherwise taken, shall be a power vested in the Sellers’ Agent all rights, powers and authority to carry out, in the name and on behalf of the Sellers, the activities provided in this Section 14.3; and (ii) to ratify and approve any such activities carried out by the Sellers’ Agent acting in such capacityAgent. (d) Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement as Sellers’ Agent and that such appointment and engagement shall not increase Capvis IV’s liability as Seller under this Agreement or modify or affect the nature of any of the Sellers’ liability under this Agreement, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave).

Seller’s Agent. (a) The Sellers Each Seller hereby appoint and engage Capvis IV, and Capvis IV hereby accepts to be appointed and engaged, irrevocably appoints Xxxxxx X. Xxxxx as the Sellers’ common sole representative and agent (the “Sellers’ Agent”), ) of such Seller to act as the agent on behalf of such Seller for all purposes under this Agreement, including for the purposes of: (i) acceptance of the pro rata portions of the Purchase Price payable to the Sellers and any other amounts payable to each Seller under this Agreement or any Transaction Document and delivery of wire instructions to Buyer in connection therewith; (ii) determining whether the conditions to closing have been satisfied and supervising the Closing, including waiving any such condition if Sellers’ Agent, in his sole discretion, determines that such waiver is appropriate; (iii) taking any action that may be necessary or desirable, as determined by Sellers’ Agent in his sole discretion, in connection with the termination of this Agreement and the other Transaction Documents; (iv) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Agent in his sole discretion, in connection with any amendment of this Agreement or any waiver of any of the provisions of this Agreement; (v) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Agent in his sole discretion, in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Documents; (vi) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Agent in his sole discretion, in connection with indemnification under Article V; (vii) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Agent in his sole discretion, in connection with enforcement or termination of the Prior Agreements; (viii) accepting notices on behalf of each Seller; (ix) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Agent in his sole discretion, in connection with the payment of the costs and expenses of the Sellers incurred hereunder; (x) delivering or causing to be delivered to Buyer at the Closing certificates representing the Subject Shares to be sold by such Seller hereunder; (xi) executing and delivering, in Sellers’ Agent’s capacity as the representative of such Seller, any and all notices, documents or certificates to be executed by Sellers’ Agent, on behalf of such Seller, in connection with this Agreement and the transactions contemplated hereby; (xii) granting any consent or approval on behalf of such Seller under this Agreement; and (xiii) taking any and all actions that may be necessary or desirable, as determined by the Sellers’ behalf Agent in his sole discretion in connection with, and dealing with any other issues relating to, this Agreement or any Transaction Document. As the representative of Sellers, Sellers’ Agent shall act as the agent for certain specific all such Persons, shall have authority to bind each such Person in accordance with this Agreement, and Buyer may rely on such appointment and authority until the receipt of notice of the appointment of a successor upon five (5) days’ prior written notice to Buyer. (b) Each Seller hereby irrevocably appoints Sellers’ Agent as such Seller’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in such Seller’s name, place and stead, in any and all capacities, in connection with the transactions contemplated by this Agreement, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the sale of such Seller’s Subject Shares as fully to all intents and purposes as expressly provided such Seller might or could do in this AgreementPerson, including, without limitation, in connection with (i) Leakage Claim, (ii) to extend the indemnification procedure, as set forth in Article 9.3.3, (iii) the preparation and delivery of, and engaging in negotiations related to, any Objection Notice delivered under Section 13(b)(ii); and (iv) the initialization, on behalf of the Sellers and for recognition purposes, of the pages, schedules and annexes of this Agreement. (b) The Sellers’ Agent: (i) shall have Outside Closing Date to such powers and authority as are necessary to carry out the functions assigned to it under this Agreement; (ii) shall have no obligation to act on behalf of the Sellers, except as expressly provided herein; (iii) shall have no liability vis-à-vis Purchaser with respect to the actions taken or omitted to be taken in its capacity as Sellers’ Agent, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave); (iv) shall be entitled to engage such counsels, experts and other agents and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and shall be entitled to conclusively rely on the opinions and advice of such Persons; (v) shall be entitled to indemnification from the Sellers against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity date as the Sellers’ Agent, including the costs and expenses of investigation and defense of claimsAgent deems appropriate. (c) Each Seller undertakes: (i) to execute and deliver to the Sellers’ Agent any instruments – including, by way of mere example, an appropriate and duly notarized power of attorney – as may be necessary, under applicable Laws, to vest in the Sellers’ Agent all rights, powers and authority to carry out, in the name and on behalf of the Sellers, the activities provided in this Section 14.3; and (ii) to ratify and approve any such activities carried out by the Sellers’ Agent acting in such capacity. (d) Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement as Sellers’ Agent and that such appointment and engagement shall not increase Capvis IV’s liability as Seller under this Agreement or modify or affect the nature of any of the Sellers’ liability under this Agreement, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave).

Seller’s Agent. (a) The Sellers hereby appoint Mr. Arad Naveh shall be constituted and engage Capvis IV, and Capvis IV hereby accepts to be appointed and engaged, as the Sellers’ common representative and agent (the “"Sellers’ ' Agent”), to act on the Sellers’ behalf ") for certain specific purposes as expressly provided in this Agreement, including, without limitation, in connection with (i) Leakage Claim, (ii) the indemnification procedure, as set forth in Article 9.3.3, (iii) the preparation and delivery of, and engaging in negotiations related to, any Objection Notice delivered under Section 13(b)(ii); and (iv) the initialization, on behalf of the Sellers to enter into the Escrow Agreement for himself and for recognition purposes, on behalf of the pagesother Sellers, schedules to give and annexes receive notices and communications, to authorize delivery to Acquiror of this Agreementthe cash or other assets from the Escrow Fund in satisfaction of claims by Acquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Sellers' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than 10 days' prior written notice to Acquiror. No bond shall be required of the Sellers' Agent, and the Sellers' Agent shall receive no compensation for his services. Notices or communications to or from the Sellers' Agent shall constitute notice to or from each of the Sellers. (b) The Sellers’ Agent: (i) ' Agent shall have not be liable for any act done or omitted hereunder as Sellers' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such powers good faith. The Sellers shall jointly and authority as are necessary to carry out the functions assigned to it under this Agreement; (ii) shall have no obligation to act on behalf of severally indemnify the Sellers, except as expressly provided herein; (iii) shall have no liability vis-à-vis Purchaser with respect to the actions taken or omitted to be taken in its capacity as Sellers’ Agent, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave); (iv) shall be entitled to engage such counsels, experts ' Agent and other agents and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and shall be entitled to conclusively rely on the opinions and advice of such Persons; (v) shall be entitled to indemnification from the Sellers hold him harmless against any loss, liability or expenses expense incurred without gross negligence or bad faith on the part of the Sellers' Agent and arising out of actions taken or omitted to be taken in its capacity as connection with the Sellers’ Agent, including the costs and expenses acceptance or administration of investigation and defense of claimshis duties hereunder. (c) Each Seller undertakes: (i) The Sellers' Agent shall have reasonable access to execute information about Target and deliver to the reasonable assistance of Target's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Sellers’ ' Agent shall treat confidentially and not disclose any instruments – including, by way of mere example, an appropriate and duly notarized power of attorney – as may be necessary, under applicable Laws, nonpublic information from or about Target to vest in the Sellers’ Agent all rights, powers and authority anyone (except on a need to carry out, in the name and on behalf of the Sellers, the activities provided in this Section 14.3; and (ii) know basis to ratify and approve any individuals who agree to treat such activities carried out by the Sellers’ Agent acting in such capacity. (d) Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement as Sellers’ Agent and that such appointment and engagement shall not increase Capvis IV’s liability as Seller under this Agreement or modify or affect the nature of any of the Sellers’ liability under this Agreement, except in case of fraud, willful intent (dolo) or gross negligence (colpa graveinformation confidentially).

Seller’s Agent. (a) The Each of the Sellers hereby appoint appoints irrevocably and engage Capvis IVexclusively the IK Investor, and Capvis IV hereby accepts to be appointed and engagedexpressly authorizes it, as in accordance with the Sellers’ common representative and agent provisions of article 1161 of the French Civil Code (the “Sellers’ Agent”Code Civil), to act on behalf and in the name of all or part of the Sellers, as its agent (mandataire) (the "Sellers’ Agent") to, in its name and on its behalf: (i) amend the terms of this Agreement, except if the contemplated amendment materially affects negatively the rights of a given Seller more than the others (in which case such amendment shall be approved but such affected Seller (but not the others)); it being specified that the Sellers’ behalf for certain specific purposes as expressly provided in this Agreement, including, Agent shall not be entitled to modify or amend the Purchase Price without limitation, in connection with (i) Leakage Claim, the prior written consent of the CEO; (ii) receive notices under this Agreement (other than any notice given by the indemnification procedurePurchaser of any breach or violation, as set forth in Article 9.3.3or alleged breach or violation, by a Seller or Sellers of any term of this Agreement); and (iii) at Closing, sign and deliver transfer forms (ordres de mouvement) and reiterative deeds (actes réitératifs) (if any) in favor of the preparation and delivery of, and engaging Purchaser in negotiations related to, any Objection Notice delivered under Section 13(b)(ii); and respect of its Transferred Securities; (iv) deliver any notices, certifications, consents, approvals or waivers required or appropriate under this Agreement (as determined in the initializationreasonable judgment of the Sellers’ Agent); (v) make any filing required or appropriate under this Agreement (as determined in the reasonable judgment of the Sellers’ Agent); (vi) handle, on behalf dispute, compromise, settle or otherwise deal with any and all claims against by or against or disputes with the Purchaser under this Agreement; and (vii) more generally, exercise the rights of the Sellers and for recognition purposes, of on their behalf under this Agreement (including the pages, schedules and annexes of right to terminate this AgreementAgreement under Article 10.1). (b) The Sellers’ Agent: (i) shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement; (ii) shall have no obligation to act on behalf Each of the Sellers expressly acknowledges and accepts that the Sellers' Agent may, except on the basis of its appointment as expressly provided herein; (iii) shall have no liability vis-à-vis Purchaser with respect agent, enter into agreements to which the actions taken Sellers' Agent or omitted to other Sellers represented by the Sellers' Agent will also be taken in its capacity as Sellers’ Agent, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave); (iv) a party. This mandate shall be entitled to engage such counsels, experts and other agents and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and shall be entitled to conclusively rely on the opinions and advice common interest of such Persons; (v) shall be entitled to indemnification from the Sellers against and as a consequence, shall not be revoked by any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Sellers’ Agent, including the costs and expenses of investigation and defense of claimsthem. (c) Each Seller undertakes: (i) to execute and deliver to the Sellers’ Agent any instruments – including, by way of mere example, an appropriate and duly notarized power of attorney – as may be necessary, under applicable Laws, to vest in the Sellers’ Agent all rights, powers and authority to carry out, in the name and on behalf of the Sellers, the activities provided in this Section 14.3; and (ii) to ratify and approve any such activities carried out Any act or decision taken by the Sellers’ Agent acting in accordance with this Agreement shall bind each of the Sellers, provided that such capacitydecision applies to each similarly situated Seller on the same basis. (d) Purchaser hereby expressly acknowledges and accepts Capvis IVReferences to the "Sellers’ Agent" appearing herein shall be deemed to be qualified by the phrase "(on behalf of each of the Sellers)", provided that the Sellers’ Agent’s appointment and engagement so acting as the agent for each of the Sellers shall in no case cause the Sellers’ Agent to be deemed to be liable for any obligations of a Seller hereunder or to establish any joint and that such appointment and engagement several liability among the Sellers. (e) The Sellers’ Agent shall not increase Capvis IV’s bear any liability as Seller under this Agreement or modify or affect the nature of whatsoever, to either any of the Sellers’ liability Sellers or to the Purchaser, in its capacity as agent of the Sellers under this Agreement, except in case of fraud, willful intent wilful misconduct (dolo) or gross negligence (colpa gravefaute intentionnelle).

Seller’s Agent. (a) The Skyview Capital is hereby appointed by the Sellers hereby appoint and engage Capvis IV, and Capvis IV hereby accepts to be appointed and engaged, as the Sellers’ common representative and agent (the “Sellers’ Agent”), to act on as the Sellers’ behalf for certain specific purposes as expressly provided in this Agreement, including, without limitation, in connection with agent and attorney-in-fact of the Sellers to: (i) Leakage Claim, give and receive notices and communications to or from Acquiror (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of 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 procedure(on behalf of itself or any other Indemnified Person), as set forth in Article 9.3.3, including by not objecting to such claims; (iii) object to any claims for indemnification under this Article VII, whether against the preparation 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 delivery compromises of, demand arbitration of and engaging represent the interests of the Sellers in negotiations related the arbitration of any dispute relating to, and comply with orders of courts or arbitrators with respect to, any Objection Notice delivered claims for indemnification under Section 13(b)(ii)this Article VII, whether against the Escrow Consideration or directly against Sellers; (v) subject to the terms and (iv) the initializationconditions hereof, consent or agree to any amendment to, or waiver of any provision of, this Agreement on behalf of the Sellers Sellers’ Agent and/or the Sellers; (vi) act as proxy and for recognition purposes, attorney in fact with respect to the voting of the pagesIndemnity Escrow Shares beneficially held by the Sellers that have not been released to the Sellers, schedules pursuant to Sections 7.6(c) and annexes 7.6(d), on all matters submitted to the Acquiror’s stockholders subsequent to the date hereof with respect to which the holders of this Agreementthe capital stock of the Acquiror are entitled to vote or take action; and (vii) take all actions necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Sellers’ Agent may be replaced from time to time by a Majority in Interest of Sellers. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall receive no compensation for his services. (b) The Sellers’ Agent: (i) Agent shall have such powers and authority not be liable to any Seller for any act done or omitted hereunder as are necessary to carry out the functions assigned to it under this Agreement; (ii) shall have no obligation to act on behalf of the Sellers, except as expressly provided herein; ’ Agent while acting in good faith (iii) shall have no liability vis-à-vis Purchaser with respect and any act done or omitted pursuant to the actions taken advice of counsel shall be conclusive evidence of such good faith) and without gross negligence or omitted to be taken willful misconduct. The Sellers shall severally and not jointly in its capacity as accordance with their respective Pro Rata Shares indemnify the Sellers’ Agent, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave); (iv) shall be entitled to engage such counsels, experts Agent and other agents and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and shall be entitled to conclusively rely on hold the opinions and advice of such Persons; (v) shall be entitled to indemnification from the Sellers Sellers’ Agent harmless against any loss, liability Liability or expenses expense incurred without gross negligence, willful misconduct or bad faith on the part of the Sellers’ Agent and arising out of actions taken or omitted to be taken in its capacity as connection with the acceptance or administration of the Sellers’ Agent’s duties hereunder, including the any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Sellers’ Agent. If not paid directly to the Sellers’ Agent by the Sellers, such losses, Liabilities or expenses may be recovered by the Sellers’ Agent from portions of investigation the Escrow Consideration otherwise distributable to the Sellers (and defense not distributed or distributable to an Indemnified Person or subject to a pending indemnification claim of claimsan Indemnified Person) after the end of the Escrow Period pursuant to the terms hereof and such recovery will be made from the Sellers. (c) Each Seller undertakes: Any notice or communication given or received by, and any decision, action, failure to act (i) to execute and deliver to whether or not within a designated period of time), agreement, consent, settlement, resolution or instruction of, the Sellers’ Agent any instruments – including, by way of mere example, an appropriate and duly notarized power of attorney – as may be necessary, under applicable Laws, to vest in that is within the Sellers’ Agent all rights, powers and authority to carry out, in the name and on behalf of the Sellers, the activities provided in this Section 14.3; and (ii) to ratify and approve any such activities carried out by the Sellers’ Agent acting in such capacity. (d) Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement as Sellers’ Agent and that such appointment and engagement shall not increase Capvis IV’s liability as Seller under this Agreement or modify or affect the nature of any scope of the Sellers’ liability Agent’s authority under this AgreementSection 7.9(a) shall constitute a notice or communication to or by, except in case or a decision, action, failure to act (whether or not within a designated period of fraudtime), willful intent agreement, consent, settlement, resolution or instruction of all the Sellers and shall be final, binding and conclusive upon each such Seller; and each Indemnified Person shall be entitled to rely upon any such notice, communication, decision, action, failure to act (dolo) whether or gross negligence (colpa gravenot within a designated period of time), agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of each and every such Seller.

Seller’s Agent. (a) The Sellers Each Seller hereby appoint authorizes and engage Capvis IV, and Capvis IV hereby accepts to be appointed and engaged, as appoints the Sellers’ common representative ' Agent as its, his or her exclusive agent and agent (the “Sellers’ Agent”), attorney-in-fact to act on behalf of each of them with respect to all matters which are the Sellers’ behalf for certain specific purposes as expressly provided in subject of this Agreement, including, without limitation, in connection with (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) Leakage Claimany claims which any Seller may assert, or have the right to assert, against the Buyer, or (ii) any claims which the indemnification procedureBuyer 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 set forth in Article 9.3.3Sellers' Agent. In addition, (iii) the preparation and delivery of, and engaging in negotiations related to, Sellers agree that the Sellers' Agent shall have no personal liability to the Sellers for any Objection Notice delivered under Section 13(b)(ii); and (iv) action taken hereunder or for any omission to act where such action or omission is not the initialization, result of gross negligence or willful misconduct on behalf 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 and for recognition purposesby reason of his death, of disability or resignation, the pages, schedules and annexes of this Agreement. (b) The Sellers’ Agent: (i) Buyer shall have be entitled to rely on such powers and authority substituted agent to the same extent as are necessary they were theretofore entitled to carry out the functions assigned to it under this Agreement; (ii) shall have no obligation to act on behalf of rely upon the Sellers, except as expressly provided herein; (iii) shall have no liability vis-à-vis Purchaser ' Agent with respect to the actions taken or omitted to be taken in its capacity as Sellers’ Agent, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave); (iv) shall be entitled to engage such counsels, experts and other agents and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and shall be entitled to conclusively rely on the opinions and advice of such Persons; (v) shall be entitled to indemnification from the Sellers against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Sellers’ Agent, including the costs and expenses of investigation and defense of claimsmatters covered by this SECTION 11. (c) Each Seller undertakes: (i) to execute and deliver to the Sellers’ Agent any instruments – including, by way of mere example, an appropriate and duly notarized power of attorney – as may be necessary, under applicable Laws, to vest in the Sellers’ Agent all rights, powers and authority to carry out, in the name and on behalf of the Sellers, the activities provided in this Section 14.3; and (ii) to ratify and approve any such activities carried out by the Sellers’ Agent acting in such capacity. (d) Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement as Sellers’ Agent and that such appointment and engagement shall not increase Capvis IV’s liability as Seller under this Agreement or modify or affect the nature of any of the Sellers’ liability under this Agreement, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave).

Seller’s Agent. (a) The Sellers Xxxxxx Xxxxxxxxx is hereby appoint appointed, authorized and engage Capvis IV, and Capvis IV hereby accepts empowered to be appointed and engaged, act as the Sellers’ common representative and agent (of the “Sellers’ Agent”)Sellers hereunder, with full power of substitution, to act on the Sellers’ behalf for certain specific purposes as expressly provided extent and in the manner set forth in this Agreement, includingand Sellers’ Agent, without by his signature below, agrees to serve in such capacity. Each Seller hereby designates the Sellers’ Agent as the representative of the Seller for purposes of this Agreement, and approval of this Agreement by such persons shall constitute ratification and approval of such designation on the terms set forth herein. Such designation and appointment is irrevocable by action of any Seller. All decisions, actions, consents and instructions by the Sellers’ Agent with respect to this Agreement shall be binding upon all of the Sellers with respect to their interests as Sellers. Buyer shall be entitled to rely on any decision, action, consent or instruction of the Sellers’ Agent as being the decision, action, consent or instruction of the Sellers, and Buyer is hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction. By way of amplification and not limitation, as Sellers’ Agent, the Sellers’ Agent shall be authorized and empowered, as agent of and on behalf of all Sellers (only with respect to their interests as Sellers), to give and receive notices and communications as provided herein, to administer the provisions of this Agreement (including the provisions of Article IX), to object (or refrain from objecting) to any claims, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims or Losses, to waive after the Closing any breach or default of Buyer of any obligation to be performed by it under this Agreement, to receive service of process on behalf of each Seller in connection with any claims against such Seller arising under or in connection with this Agreement, any document or instrument provided for hereby or any of the transactions contemplated hereby or under any Transaction Document, to engage attorneys, accountants, agents or consultants in connection with the performance of any of its duties, obligations or rights, and pay any fees related thereto, and to take all other actions that are either (i) Leakage Claimnecessary, appropriate or desirable in the judgment of the Sellers’ Agent for the accomplishment of the foregoing or (ii) specifically mandated by the indemnification procedure, as set forth in Article 9.3.3, (iii) the preparation and delivery of, and engaging in negotiations related to, any Objection Notice delivered under Section 13(b)(ii); and (iv) the initialization, on behalf of the Sellers and for recognition purposes, of the pages, schedules and annexes terms of this Agreement. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from the Sellers, other than Buyer. (b) The Sellers’ Agent may resign at any time, and in the event of the death, incapacity or resignation of the Sellers’ Agent:, a new Sellers’ Agent shall be appointed by the vote or written consent of Sellers holding a majority of the Shares immediately prior to the Closing. Notice of such vote or a copy of the written consent appointing such new Sellers’ Agent shall be sent to Buyer and, after the Closing, to the Company, such appointment to be effective upon the later of the date indicated in such consent and the date such consent is received by Buyer and, after the Closing, the Company; provided that until such notice is received, Buyer and the Company, as applicable, shall be entitled to rely on the decisions, actions, consents and instructions of the prior Sellers’ Agent as described herein. The Sellers’ Agent may charge a reasonable fee for his, her or its services; provided, that all fees and expenses incurred by the Sellers’ Agent in performing his, her or its duties hereunder (including legal fees and expenses related thereto) and any indemnification in favor of the Sellers’ Agent shall be borne by the Sellers pro rata in accordance with their proportion of the total Shares. (c) In dealing with this Agreement and any notice, instrument, agreement or document relating hereto, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Agent hereunder, (i) the Sellers’ Agent and his, her or its agents, counsel, accountants and other representatives shall not assume any, and shall not incur any, responsibility whatsoever (in each case, to the extent permitted by applicable Law) to any Seller, Buyer, or the Company, including by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement or any such other agreement, instrument or document, except to the extent such actions shall have such powers been determined by a court of competent jurisdiction to have constituted fraud, willful misconduct or intentional misrepresentation, and authority as are necessary to carry out the functions assigned to it under this Agreement; (ii) the Sellers’ Agent shall have no obligation be entitled to rely in good faith on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act on behalf or omission of the Sellers’ Agent pursuant to such advice shall in no event subject the Sellers’ Agent to liability to any Seller, except Buyer or the Company. Except in cases where a court of competent jurisdiction has made such a finding, the Sellers shall on a pro rata basis (based on each such Seller’s Shares) indemnify, defend and hold harmless the Sellers’ Agent, its Affiliates and Representatives from and against any and all Losses and liabilities arising out of and in connection with his or its activities as expressly provided herein;the Sellers’ Agent under this Agreement or otherwise. (iiid) The Sellers’ Agent shall not have any duties or responsibilities other than those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties or liabilities shall be read into this Agreement or shall otherwise exist against the Sellers’ Agent. The Sellers’ Agent shall be entitled to rely, and shall be fully protected in relying, upon any statements furnished to it by the Company, any Seller, or Buyer, or any other evidence deemed by the Sellers’ Agent to be reliable. The Sellers’ Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or any other Transaction Document or its duties hereunder or thereunder, and it shall incur no liability vis-à-vis Purchaser with respect to the actions taken or omitted to be taken in its capacity as Sellers’ AgentAgent to Buyer or any Seller and shall be fully protected with respect to any action taken, except omitted or suffered by it in case accordance with the advice of fraud, willful intent (dolo) or gross negligence (colpa grave);such counsel. (ive) The grant of authority provided for in this (i) is coupled with an interest and is being granted, in part, as an inducement to Buyer to enter into this Agreement, and shall be irrevocable and survive the dissolution, liquidation or bankruptcy of the Company or the death, incompetency, liquidation or bankruptcy of any Seller, shall be binding on any successor thereto and (ii) shall be entitled survive the assignment by any Seller of the whole or any portion of his, her or its interest hereunder. (f) In connection with the performance of its obligations hereunder, the Sellers’ Agent shall have the right, at any time and from time to engage time to select and engage, at the cost and expense of the Sellers, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such counselsother professional and expert assistance, experts and other agents and consultants maintain such records, as it may deem necessary in connection with exercising its powers or desirable and authority and incur other out-of-pocket expenses related to performing its functions hereunder and shall be entitled to conclusively rely on the opinions and advice of such Persons; (v) shall be entitled to indemnification from the Sellers against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Sellers’ Agent, including the costs and expenses of investigation and defense of claimsservices hereunder. (cg) Each Seller undertakes: (i) to execute All of the immunities and deliver powers granted to the Sellers’ Agent any instruments – including, by way of mere example, an appropriate and duly notarized power of attorney – as may be necessary, under applicable Laws, to vest in the Sellers’ Agent all rights, powers and authority to carry out, in the name and on behalf of the Sellers, the activities provided in this Section 14.3; and (ii) to ratify and approve any such activities carried out by the Sellers’ Agent acting in such capacity. (d) Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement as Sellers’ Agent and that such appointment and engagement shall not increase Capvis IV’s liability as Seller under this Agreement or modify or affect shall survive the nature Closing and/or any termination of any of the Sellers’ liability under this Agreement, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave).

Seller’s Agent. (a) The Sellers (including, for the avoidance of doubt, the Unexercised Warrant Holders) hereby irrevocably appoint and engage Capvis IV, and Capvis IV hereby accepts to be appointed and engaged, as the Sellers’ common representative and agent [**] (the “Sellers’ Agent”), with the right to act on the Sellers’ behalf appoint any other person for certain specific purposes that purpose, who accepts this appointment, as expressly provided in this Agreement, including, without limitation, in connection with agent to (i) Leakage Claimgive and receive all relevant notices and other documents, (ii) the indemnification procedure, as set forth in Article 9.3.3receive and distribute any payments under this Agreement, (iii) give all consents, handle, dispute, settle or otherwise deal with any and all claims against the preparation and delivery ofSellers under this Agreement, and engaging in negotiations related to, any Objection Notice delivered under Section 13(b)(ii); and (iv) agree on any amendment to this Agreement, (v) draft, execute and deliver the initializationDisclosure Letter, on behalf 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 and for recognition purposes, of the pages, schedules and annexes of on their behalf under this Agreement. (b) The For the purpose of article 1161 of the French Civil Code, each of the Sellers authorizes the Sellers’ Agent: (i) shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement; (ii) shall have no obligation Agent to act on her/his/its behalf of the Sellers, except as expressly provided herein; (iii) shall have no liability vis-à-vis Purchaser in accordance with respect to the actions taken or omitted to be taken in its capacity as Sellers’ Agent, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave); (iv) shall be entitled to engage such counsels, experts and other agents and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and shall be entitled to conclusively rely on the opinions and advice of such Persons; (v) shall be entitled to indemnification from the Sellers against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Sellers’ Agent, including the costs and expenses of investigation and defense of claimsthis Section 11.2. (c) Each Seller undertakes: (i) to execute and deliver to the Sellers’ Agent any instruments – including, by way of mere example, an appropriate and duly notarized power of attorney – as may be necessary, under applicable Laws, to vest in the Sellers’ Agent all rights, powers and authority to carry out, in the name and on behalf of the Sellers, the activities provided in this Section 14.3; and (ii) to ratify and approve any such activities carried out Any decision by the Sellers’ Agent acting in such capacityunder this Agreement shall be binding on the Sellers. (d) The Sellers’ Agent shall be entitled, upon presentation of documentary evidence, 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 time notify the Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement the Sellers that it does not wish to continue to act as agent for all or part of the Sellers. (f) The Sellers’ Agent shall not bear any liability whatsoever, neither to the Sellers, the Purchaser nor to any third party, in their capacity as Sellers’ Agent and that such appointment and engagement shall not increase Capvis IV’s liability as Seller under this Agreement or modify or affect the nature of any of the Sellers’ liability under this Agreement, except in case of fraud, willful intent wilful misconduct (dolo) or gross negligence (colpa gravefaute intentionnelle).

Seller’s Agent. (a) The Until completion of the Shareholding Reorganizations or, if the Shareholding Reorganizations are not completed on the Closing Date, each of the Sellers hereby appoint appoints irrevocably and engage Capvis IVexclusively TxxXxx, and Capvis IV hereby accepts to be appointed and engaged, as the Sellers’ common representative and agent (the “Sellers’ Agent”), expressly authorizes it to act on behalf and in the name of all or part of the Sellers’ behalf for certain specific purposes , as expressly provided in this Agreement, including, without limitationits agent (mandataire) (the "Sellers' Agent") to, in connection with (i) Leakage Claim, (ii) the indemnification procedure, as set forth in Article 9.3.3, (iii) the preparation its name and delivery of, and engaging in negotiations related to, any Objection Notice delivered under Section 13(b)(ii); and (iv) the initialization, on behalf of the Sellers and for recognition purposes, of the pages, schedules and annexes of this Agreement. (b) The Sellers’ Agentits behalf: (i) shall have such powers and authority as are necessary to carry out amend the functions assigned to it under terms of this Agreement; (ii) shall have no obligation to act on behalf receive notices under this Agreement (other than any notice given by the Purchaser of the Sellersany breach or violation, except as expressly provided hereinor alleged breach or violation, by one or more Sellers of any term of this Agreement); (iii) shall have no liability vis-à-vis Purchaser with respect to the actions taken deliver any notices, certifications, consents, approvals or omitted to be taken in its capacity as Sellers’ Agent, except in case of fraud, willful intent (dolo) waivers required or gross negligence (colpa grave)appropriate under this Agreement; (iv) shall be entitled to engage such counsels, experts and other agents and consultants as it may deem necessary receive or make any payment in connection with exercising its powers and authority and performing its functions hereunder and shall be entitled to conclusively rely on the opinions and advice of such Personstransactions contemplated under this Agreement; (v) shall be entitled to indemnification from make any filing required or appropriate under this Agreement (as determined in the reasonable judgment of the Sellers' Agent); (vi) handle, dispute, compromise, settle or otherwise deal with any and all claims against by or against or disputes with the Purchaser under this Agreement; and (vii) more generally, exercise the rights of the Sellers against any loss, liability on their behalf under this Agreement (including the right to terminate this Agreement under Article ‎9.1). (b) Any act or expenses arising out of actions decision taken or omitted to be taken in its capacity as by the Sellers’ Agent' Agent in accordance with this Agreement shall bind each of the Sellers, including provided that such decision applies to each similarly situated Seller on the costs and expenses of investigation and defense of claimssame basis. (c) Each Seller undertakes: (i) to execute and deliver References to the "Sellers’ Agent any instruments – including, ' Agent" appearing herein shall be deemed to be qualified by way of mere example, an appropriate and duly notarized power of attorney – as may be necessary, under applicable Laws, to vest in the Sellers’ Agent all rights, powers and authority to carry out, in the name and phrase "(on behalf of each of the Sellers)", the activities provided in this Section 14.3; and (ii) to ratify and approve any such activities carried out by that the Sellers’ ' Agent's so acting as the agent for each of the Sellers shall in no case cause the Sellers' Agent acting in such capacityto be deemed to be liable for any obligations of a Seller hereunder or to establish any joint and several liability among the Sellers. (d) Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement as The Sellers’ ' Agent and that such appointment and engagement shall not increase Capvis IV’s bear any liability as Seller under this Agreement or modify or affect the nature of whatsoever, to either any of the Sellers’ liability Sellers or to the Purchaser, in its capacity as agent of the Sellers under this Agreement, except in case of fraud, willful intent misconduct (dolofaute intentionnelle) or gross negligence (colpa négligence grave), provided, however, that in the relationship with the Purchaser any actions and omissions of the Sellers' Agent shall be directly and fully attributable to the Sellers for which the Sellers' Agent acted or should have acted. (e) It is specified that if the Shareholding Reorganizations are completed, any reference to the Sellers' Agent in this Agreement shall be deemed to be reference to TecFin.

Seller’s Agent. Xxxxxxx X. Xxxxx (a"Xxxxxxx") The shall act as agent -------------- ("Sellers' Agent") for the Sellers hereby appoint for purposes of this Agreement and engage Capvis IVshall act and perform such duties in accordance with the terms of this Agreement. Sellers' Agent shall have the exclusive right and power to represent, and Capvis IV hereby accepts to be appointed and engaged, as the Sellers’ common representative and agent (the “Sellers’ Agent”), to act on behalf of, waive or modify and negotiate settlements of all matters on behalf of Sellers which may arise before or after the Sellers’ behalf for certain specific purposes as expressly provided in this Agreement, including, without limitation, Closing Date in connection with (i) Leakage Claimthe transactions contemplated by this Agreement. Sellers shall be bound by any such settlements, (ii) the indemnification procedurerepresentations, as set forth in Article 9.3.3actions, (iii) the preparation and delivery ofwaivers or modifications, and engaging in negotiations related toor other matters agreed to by Sellers' Agent. Delivery or disclosure to Sellers' Agent of any documents, any Objection Notice delivered under Section 13(b)(ii); and (iv) the initializationreports, on behalf of the Sellers and information, notices or communications permitted or required to be furnished to Shareholders pursuant to this Agreement shall be deemed for recognition purposes, of the pages, schedules and annexes all purposes of this Agreement. (b) The Agreement to have been, or to be furnished to all of Shareholders by delivery to Sellers’ ' Agent: (i) shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement; (ii) . Buyer shall have no obligation to act on behalf question the authority of the Sellers, except as expressly provided herein; (iii) ' Agent and shall have no liability vis-à-vis Purchaser to any Shareholders or Sellers' Agent for any action taken in good faith in reliance on or in accordance with respect written instructions from Sellers' Agent. In the event the original Sellers' Agent named herein shall resign, die, or be unable to act or continue to act or refuse to act as Sellers' Agent, Xxxx X. Xxxxx, XX shall serve as Sellers' Agent. The successor Sellers' Agent shall have all of the rights and powers as the Sellers' Agent herein conferred upon the original Sellers' Agent. It is specifically agreed that Buyer shall only be required to deal with Sellers' Agent and not with any of the Shareholders individually. Specifically, but without limiting the generality of the foregoing, Buyer shall not be required to furnish any reports or information to, give any notices to, or obtain any consents from, any Shareholders. In addition, except to the actions taken extent that Sellers' Agent is prevented or omitted prohibited from doing so and except as otherwise provided herein, only Sellers' Agent shall have the right or power to exercise any of the rights or remedies provided for herein or in any of the Ancillary Agreements which may be taken in its capacity as Sellers’ Agentexercised or undertaken by Shareholders. Accordingly, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave); (iv) no Shareholders shall be entitled to engage such counsels, experts exercise any rights or remedies unless and other agents and consultants as it to the extent that Sellers' Agent is prevented or prohibited from doing so. Buyer may deem necessary in connection with exercising its powers and authority and performing its functions hereunder rely and shall be entitled to conclusively rely on the opinions and advice of such Persons; (v) shall be entitled to indemnification protected in acting or refraining from the Sellers against acting upon any losscertificate, liability statement, notice, request, direction or expenses arising out of actions taken or omitted to be taken in its capacity as the consent received by Buyer from Sellers’ ' Agent, including the costs and expenses of investigation and defense of claims. (c) Each Seller undertakes: (i) Buyer shall have no duty or obligation to execute and deliver determine whether any Member or other person has consented to the Sellers’ Agent any instruments – including, by way of mere example, an appropriate and duly notarized power of attorney – as may be necessary, under applicable Laws, to vest in the Sellers’ Agent all rights, powers and authority to carry out, in the name and on behalf of the Sellers, the activities provided in this Section 14.3; and (ii) to ratify and approve any such activities carried out by the communication to Buyer from Sellers’ Agent acting in such capacity' Agent. (d) Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement as Sellers’ Agent and that such appointment and engagement shall not increase Capvis IV’s liability as Seller under this Agreement or modify or affect the nature of any of the Sellers’ liability under this Agreement, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave).

Seller’s Agent. (ai) The Sellers Sellers, pursuant to this Agreement, hereby appoint and engage Capvis IV, and Capvis IV hereby accepts to be appointed and engaged, Oxxxxx Xxxxxxxx as the Sellers’ common representative and agent (the “Sellers’ Agent”), to act on who shall be the Sellers’ representative and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf for certain specific purposes as expressly provided in of each of the Sellers, including without limitation, to amend this Agreement, includingto give and receive notices and communications, without limitation, in connection with (i) Leakage Claim, (ii) the indemnification procedure, as set forth in Article 9.3.3, (iii) the preparation waivers and delivery of, and engaging in negotiations related to, any Objection Notice delivered under Section 13(b)(ii); and (iv) the initialization, on behalf of the Sellers and for recognition purposes, of the pages, schedules and annexes of this Agreement. (b) The Sellers’ Agent: (i) shall have such powers and authority as are necessary to carry out the functions assigned to it consents under this Agreement; (ii) shall have no obligation , to act on behalf of the Sellers, except as expressly provided herein; (iii) shall have no liability vis-à-vis Purchaser Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take all actions taken necessary or omitted appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be taken deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless all of the Sellers agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in its capacity as the position of the Sellers’ Agent may be filled by approval by those Sellers who hold or held a majority of the Target Equity prior to the Closing. No bond shall be required of the Sellers’ Agent, except in case and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of fraud, willful intent (dolo) or gross negligence (colpa grave);the Sellers during the term of the Agreement. (ivii) The Sellers’ Agent shall be entitled not incur any liability with respect to engage such counselsany action taken or suffered by him or omitted hereunder as Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, experts and other agents and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and shall be entitled to conclusively all questions arising hereunder, rely on the opinions and advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Sellers’ Agent based on such Persons; (v) advice and the Sellers’ Agent shall not be liable to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be entitled implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Sellers’ Agent determined by him to indemnification from be reasonably necessary to carry out the purposes of his obligations. The Sellers shall severally and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Sellers’ Agent and hold him harmless against any loss, liability or expenses arising out expense incurred without gross negligence or bad faith on the part of actions taken or omitted to be taken in its capacity as the Sellers’ Agent, including the costs and expenses of investigation and defense of claims. (c) Each Seller undertakes: (i) to execute and deliver to the Sellers’ Agent any instruments – includingand arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, by way of mere example, an appropriate and duly notarized power of attorney – as may be necessary, under applicable Laws, each Seller hereby agrees to vest in reimburse the Sellers’ Agent all rights, powers for his pro rata share of any reasonable and authority to carry out, in the name and on behalf of the Sellers, the activities provided in this Section 14.3; and documented costs or expenses (iiincluding attorneys’ fees) to ratify and approve any such activities carried out incurred by the Sellers’ Agent acting in such capacitypursuing a dispute pursuant this Agreement. (diii) Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement as Sellers’ Agent and that such appointment and engagement shall not increase Capvis IV’s liability as Seller under this Agreement A decision, act, consent or modify or affect the nature of any instruction of the Sellers’ Agent shall constitute a decision, act, consent or instruction from all of the Sellers and shall be final, binding and conclusive upon each of the Sellers. Buyer may rely upon any such decision, act, consent or instruction of the Sellers’ Agent as being the decision, act, consent or instruction of every such Seller. Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement, except to be exercised or otherwise taken, shall be a power vested in case the Sellers’ Agent. (iv) At Closing, Buyer shall deposit by wire transfer of fraudimmediately available funds to the account designated by the Sellers’ Agent an amount equal to $200,000 (the “Sellers’ Agent Expense Amount”) to be held in trust to cover and reimburse the fees and expenses incurred by the Sellers’ Agent for his obligations in connection with this Agreement and the transactions contemplated hereby. The Sellers’ Agent shall disperse to the Sellers the remaining balance of the Sellers’ Agent Expense Amount in accordance with the allocation schedule set forth on Schedule A, willful intent (dolo) or gross negligence (colpa grave)as and when determined by the Sellers’ Agent in his sole discretion.

Seller’s Agent. (a) The Sellers For the purposes of this Agreement, each Seller shall hereby appoint and engage Capvis IV, and Capvis IV hereby accepts to be appointed and engaged, as the Sellers’ common representative and agent Axxxxxxxx Xxxxxxx (the “Sellers’ Agent”), to act who accepts, as its representative, in its name and on its behalf, under the Sellers’ behalf for certain specific purposes as expressly circumstances provided in this Agreement, includingto sign and negotiate all documents required for the completion of the Transaction as well as any amendment to this Agreement, without limitationto make and receive all notices, in connection with (i) Leakage Claimto make all communications or declarations and to receive all payments which are to be made pursuant to this Agreement or as a consequence thereof, (ii) the indemnification procedureto, as set forth in Article 9.3.3, (iii) the preparation and delivery or on behalf of, and engaging in negotiations related to, any Objection Notice delivered under Section 13(b)(ii); and (iv) the initialization, on behalf Sellers. In view of the Sellers and mutual interest it represents for recognition purposesthe Sellers, such power of the pages, schedules and annexes of this Agreementattorney is irrevocable. (b) The Any notification to the Sellers’ Agent: (i) Agent shall thus be deemed to have such powers and authority as are necessary been made to carry out the functions assigned to it under this Agreement; (ii) shall have no obligation to act on behalf each of the Sellers, except as expressly provided herein;. (iiic) shall have no liability vis-à-vis Purchaser with respect to the actions taken or omitted to be taken in its capacity Should Axxxxxxxx Xxxxxxx, acting as Sellers’ Agent, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave); (iv) shall be entitled unable to engage such counsels, experts and other agents and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and shall be entitled perform his duties to conclusively rely on the opinions and advice of such Persons; (v) shall be entitled to indemnification from the Sellers against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity act as the Sellers’ Agent, including the costs and expenses of investigation and defense of claims. (c) Each Seller undertakes: (i) to execute and deliver to for any reason whatsoever, the Sellers’ Agent any instruments – includingwill be appointed among the Sellers by the Sellers. If the Sellers do not reach an agreement within 15 Business Days of the date Axxxxxxxx Xxxxxxx has ceased to perform his duties as Sellers’ Agent, by way of mere example, an appropriate and duly notarized power of attorney – as may be necessary, under applicable Laws, to vest in then the Sellers’ Agent all rights, powers and authority to carry out, in shall be appointed among the name and on behalf Sellers by the President of the SellersCommercial Court of Paris ruling in summary form (statuant en référé), the activities provided such ruling being unchallengeable in this Section 14.3; and (ii) to ratify and approve any such activities carried out by the Sellers’ Agent acting in such capacityappeal. (d) Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement as Sellers’ Agent and that such appointment and engagement shall not increase Capvis IV’s liability as Seller under this Agreement or modify or affect the nature of any of the Sellers’ liability under this Agreement, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave).

Seller’s Agent. (a) 24.1 The Sellers hereby irrevocably appoint and engage Capvis IV, and Capvis IV hereby accepts to be appointed and engaged, as the Sellers’ common representative and agent (the “Sellers’ Agent”), to act on the Sellers’ behalf for certain specific purposes as expressly provided in this Agreement, including, without limitation, in connection with (i) Leakage Claim, (ii) the indemnification procedure, as set forth in Article 9.3.3, (iii) the preparation and delivery of, and engaging in negotiations related to, any Objection Notice delivered under Section 13(b)(ii); and (iv) the initialization, on behalf of the Sellers and for recognition purposes, of the pages, schedules and annexes of this Agreement. (b) The Sellers’ Agent: (i) shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement; (ii) shall have no obligation to act on behalf of the Sellers, except as expressly provided herein; (iii) shall have no liability vis-à-vis Purchaser with respect to the actions taken or omitted to be taken in its capacity as Sellers’ Agent, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave); (iv) shall be entitled to engage such counsels, experts and other agents and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and shall be entitled to conclusively rely on the opinions and advice of such Persons; (v) shall be entitled to indemnification from the Sellers against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Sellers’ Agent, including who accepts this appointment as agent, (a) to give and receive all notices and other documents under this Agreement, (b) to give all consents, to handle, dispute, settle or otherwise deal with any and all claims against the costs and expenses of investigation and defense of claims. Sellers under this Agreement, (c) Each Seller undertakes: (i) to execute and deliver to the Sellers’ Agent any instruments – includingpay, by way of mere example, an appropriate and duly notarized power of attorney – as may be necessary, under applicable Laws, to vest in the Sellers’ Agent all rights, powers and authority to carry out, in the name and on behalf of the Sellers, the activities provided in this Section 14.3; and (ii) fees and costs of the advisers to ratify and approve any such activities carried out the Sellers appointed by the Sellers’ Agent acting and relating to the preparation, negotiation and implementation of the transactions contemplated in such capacity. this Agreement, (d) Purchaser hereby expressly acknowledges to (if such amendment is likely to disproportionally affect the rights and accepts Capvis IV’s appointment obligations of the Direct Investors or Private Investors, only after having received the prior written approval of Direct Investor I, such approval not to be unreasonably withheld or delayed) amend this Agreement, provided that (i) such amendment does not directly reduce the amount of the Purchase Price to be received by any Seller, (ii) otherwise applies equally to all Sellers, and engagement as (iii) does not require any Seller to enter into non-complete undertakings and (e) more generally, to exercise the rights and fulfil all obligations of the Sellers on their behalf under this Agreement. 24.2 It is understood that any act or decision taken by the Sellers’ Agent and shall bind the Sellers, provided that such appointment decision applies to each Seller on the same basis. The Sellers’ Agent shall be entitled to be reimbursed by the other Sellers for all reasonable costs and engagement expenses incurred by them in such capacity pro rata to their share of the Purchase Price. 24.3 The Sellers’ Agent shall inform the Sellers as soon as reasonably practicable of any notices they receive from the other Parties pursuant to this Agreement. 24.4 The Sellers’ Agent shall not increase Capvis IV’s bear any liability whatsoever to the other Parties in its sole capacity as Seller under this Agreement or modify or affect the nature of any agent of the Sellers’ liability Sellers under this Agreement, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave).

Seller’s Agent. (a) The Sellers For the purposes of this Agreement, each Seller shall hereby appoint and engage Capvis IV, and Capvis IV hereby accepts to be appointed and engaged, as the Sellers’ common representative and agent Sagard SAS (the “Sellers’ Agent”), to act who accepts, as its representative, in its name and on its behalf, under the Sellers’ behalf for certain specific purposes as expressly circumstances provided in this Agreement, includingto sign and negotiate all documents required for the completion of the Acquisition as well as any amendment to this Agreement entered into in accordance with Clause 15.4 (Amendment - Waiver) to make and receive all notices and to make all communications or declarations, without limitationto contest and settle any and all claims for indemnification pursuant to Clause 9, to resolve any other disputes hereunder or thereunder, to receive all payments which are to be made pursuant to this Agreement or as a consequence thereof, to, or on behalf of, the Sellers, act as agent for service of process and representative before any court or tribunal. For the purposes of this Agreement, each Seller shall hereby also appoint the Sellers’ Agent, who accepts as its representative, in connection with its name and on its behalf, under the circumstances provided in this Agreement to receive the Purchase Price, the Convertible Bonds Purchase Price as well as allocate among the Sellers any and all payments to be made by the Buyer pursuant to Clause 3. (ib) Leakage Claim, Any notification to the Sellers’ Agent shall thus be deemed to have been made to each of the Sellers. (iic) The Sellers’ Agent shall promptly keep informed the indemnification procedureSellers or, as set forth the case may be, their true and lawful attorney, of any information regarding the Acquisition and more generally, of any action performed to their benefit and on their behalf to the effect of carrying out the Acquisition and to promptly deliver them all documents necessary for their personal needs and administrative, tax or banking issues. (d) The Sellers’ Agent shall not bear any liability whatsoever to the Sellers, in Article 9.3.3, (iii) the preparation and delivery of, and engaging in negotiations related to, any Objection Notice delivered under Section 13(b)(ii); and (iv) the initialization, on behalf its capacity as agent of the Sellers and for recognition purposes, of the pages, schedules and annexes of under this Agreement. (be) The Sellers’ Agent: (i) shall have such powers and authority as are necessary Should Sagard SAS be unable to carry out the functions assigned to it under this Agreement; (ii) shall have no obligation perform its duties to act on behalf of the Sellers, except as expressly provided herein; (iii) shall have no liability vis-à-vis Purchaser with respect to the actions taken or omitted to be taken in its capacity as Sellers’ Agent, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave); (iv) shall be entitled to engage such counsels, experts and other agents and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and shall be entitled to conclusively rely on the opinions and advice of such Persons; (v) shall be entitled to indemnification from the Sellers against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Sellers’ Agent, including the costs and expenses of investigation and defense of claims. (c) Each Seller undertakes: (i) to execute and deliver to for any reason whatsoever, the Sellers’ Agent any instruments – includingwill be appointed among the Sellers by the Sellers. If the Sellers do not reach an agreement within 30 (thirty) days of the date Sagard SAS has ceased to perform its duties as Sellers’ Agent, by way of mere example, an appropriate and duly notarized power of attorney – as may be necessary, under applicable Laws, to vest in then the Sellers’ Agent all rights, powers and authority to carry out, in shall be appointed among the name and on behalf Sellers by the President of the SellersCommercial Court of Paris ruling in summary form (statuant en référé), the activities provided such ruling being unchallengeable in this Section 14.3; and (ii) to ratify and approve any such activities carried out by the Sellers’ Agent acting in such capacityappeal. (d) Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement as Sellers’ Agent and that such appointment and engagement shall not increase Capvis IV’s liability as Seller under this Agreement or modify or affect the nature of any of the Sellers’ liability under this Agreement, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave).

Seller’s Agent. (a) The Without any further act of any Seller, Xxxx Xxxxxxxx or any successor to such individual appointed pursuant to this Section is hereby irrevocably appointed as agent and true and lawful attorney-in-fact for each Seller with full power of substitution or resubstitution, solely for the purposes set forth herein, such appointment being coupled with an interest and irrevocable. Sellers hereby appoint and engage Capvis IVAgent will act as the representative of each Seller, and Capvis IV hereby accepts to be appointed and engaged, as the Sellers’ common representative and agent (the “Sellers’ Agent”), to act on the Sellers’ behalf for certain specific purposes as expressly provided in this Agreement, including, without limitation, in connection with (i) Leakage Claim, (ii) the indemnification procedure, as set forth in Article 9.3.3, (iii) the preparation and delivery of, and engaging in negotiations related to, any Objection Notice delivered under Section 13(b)(ii); and (iv) the initialization, on behalf of the Sellers and for recognition purposes, of the pages, schedules and annexes of this Agreement. (b) The Sellers’ Agent: (i) shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement; (ii) shall have no obligation is authorized to act on behalf of each Seller under this Agreement, the SellersEscrow Agreement or any other Ancillary Document or in connection with any transaction contemplated herein or therein, including receipt of any notice or service of process in connection with any claim under this Agreement (all of which will be deemed delivered or served upon all Sellers upon delivery to Sellers Agent). Each Seller will be bound by all actions taken by the Sellers Agent in his capacity thereof. Sellers Agent will, in a reasonably prompt manner, provide written notice to each Seller of any action taken by Sellers Agent pursuant to the authority delegated Sellers Agent under this Section. Sellers Agent will at all times act in his capacity as Sellers Agent in a manner that Sellers Agent believes to be in the best interest of Sellers taken as a whole. Neither Sellers Agent nor any of his agents or employees will be liable to any Person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement, except as expressly provided herein; (iii) shall have no liability vis-à-vis Purchaser in the case of his bad faith or willful misconduct. Sellers Agent may consult with respect to the actions legal counsel, independent public accountants and other experts selected by him and will not be liable for any action taken or omitted to be taken in its capacity as Sellers’ Agent, except good faith by Sellers Agent in case of fraud, willful intent (dolo) or gross negligence (colpa grave); (iv) shall be entitled to engage such counsels, experts and other agents and consultants as it may deem necessary in connection accordance with exercising its powers and authority and performing its functions hereunder and shall be entitled to conclusively rely on the opinions and advice of such Persons; (v) shall counsel, accountants or experts. As to any matters not expressly provided for in this Agreement, Sellers Agent will not be entitled required to indemnification exercise any discretion or take any action. Each Seller severally will indemnify and hold harmless and reimburse Sellers Agent from the Sellers and against such Seller’s pro rata share of any lossand all Liabilities, liability losses, damages, claims, costs, or expenses suffered or incurred by Sellers Agent arising out of actions of, relating to or resulting from any action taken or omitted to be taken by Sellers Agent under this Agreement, other than such Liabilities, losses, damages, claims, costs or expenses arising out of, relating to or resulting from Sellers Agent’s bad faith or willful misconduct. In all matters relating to this Section, Sellers Agent will be the only party entitled to assert the rights of Sellers. Notwithstanding the following sentence, Buyer and the Escrow Agent will be entitled to rely on all statements, actions, representations and decisions of Sellers Agent as being the binding acts of all Sellers or any of them, notwithstanding any communication from any Seller to the contrary (other than communication regarding termination or replacement of Sellers Agent pursuant to the Escrow Agreement and this Section). By executing and delivering this Agreement, each Seller confirms and ratifies all that Sellers Agent will do or cause to be done in its capacity good faith as Sellers Agent. (b) Sellers Agent may resign upon written notice to Sellers. Sellers Agent may be changed or replaced by the Sellers’ vote of the holders of a majority of the voting power of Xxxxxxxx Corp. upon written notice to Sellers Agent, including . Any vacancy in the costs and expenses position of investigation and defense Sellers Agent may be filled by approval of claimsthe holders of a majority of the voting power of Xxxxxxxx Corp. No bond will be required of Sellers Agent. Notices or communications to or from Sellers Agent will constitute notice to or from each Seller. (c) Each Seller undertakes: (i) to execute and deliver to the Sellers’ Sellers Agent any instruments – including, by way of mere example, an appropriate and duly notarized will have no power of attorney – as may be necessary, under applicable Laws, to vest in the Sellers’ Agent all rights, powers and or authority to carry outbind Buyer, in the name and on behalf of the Sellers, the activities provided in this Section 14.3; and (ii) Buyer will not have any Liability to ratify and approve any such activities carried out Person for any act or omission by the Sellers’ Agent acting in such capacitySellers Agent. (d) Purchaser hereby expressly acknowledges and accepts Capvis IVNotwithstanding any term herein, Buyer’s appointment and engagement as Sellers’ Agent and that such appointment and engagement shall not increase Capvis IV’s liability as obligation with respect to any payment to or for or for the benefit of any Seller under this Agreement or modify the Escrow Agreement is to make such payment to Sellers Agent (or affect as Sellers Agent directs) and the nature Escrow Agent, as described herein and in the Escrow Agreement. If such payment is properly made, then Buyer will have no other responsibility or Liability with respect thereto and Buyer will be entitled to rely conclusively and without independent verification on Sellers Agent making further payment, and Sellers Agent will make all of any of such payments, each in the Sellers’ liability under this Agreementproper amount, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave)to the proper Persons.

Seller’s Agent. (a) The Sellers hereby irrevocably nominate, constitute and appoint and engage Capvis IV, and Capvis IV hereby accepts to be appointed and engaged, the Major Stockholder as the Sellers’ common representative agent and agent true and lawful attorney-in-fact of the Sellers (the “Sellers’ Agent”), with full power of substitution, to act on in the Sellers’ behalf name, place and stead of the Sellers for certain specific purposes as expressly provided of executing any documents and taking any actions that the Agent may, in this Agreementhis sole discretion, includingdetermine to be necessary, without limitation, desirable or appropriate in connection with (i) Leakage Claim, (ii) the indemnification procedure, as set forth in Article 9.3.3, (iii) the preparation and delivery of, and engaging in negotiations related to, any Objection Notice delivered under Section 13(b)(ii); and (iv) the initialization, on behalf of the Sellers and for recognition purposes, Transactional Agreements or any of the pages, schedules and annexes of this AgreementTransactions. The Major Stockholder hereby accepts his appointment as Agent. (b) The Sellers’ AgentSellers hereby grant to the Agent full authority to execute, deliver, acknowledge, certify and file on behalf of the Sellers (in the name of any or all of the Sellers or otherwise) any and all documents that the Agent may, in his sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as the Agent may, in his sole discretion, determine to be appropriate (including any closing certificates and any amendment to or waiver of rights under any of the Transactional Agreements). Notwithstanding anything to the contrary contained in any of the Transactional Agreements: (i) shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement; (ii) shall have no obligation to act on behalf of the Sellers, except as expressly provided herein; (iii) shall have no liability vis-à-vis Purchaser with respect to the actions taken or omitted to be taken in its capacity as Sellers’ Agent, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave); (iv) shall be entitled to engage such counselsdeal exclusively with the Agent on all matters relating to the respective Transactional Agreements and the respective Transactions (including all matters relating to any notice to, experts and other agents and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and shall or any Consent to be entitled to conclusively rely on the opinions and advice of such Persons; (v) shall be entitled to indemnification from the Sellers against any loss, liability given or expenses arising out of actions taken or omitted action to be taken in its capacity as the Sellers’ Agentby, including the costs and expenses of investigation and defense of claims. (c) Each Seller undertakes: (i) to execute and deliver to the Sellers’ Agent any instruments – including, by way of mere example, an appropriate and duly notarized power of attorney – as may be necessary, under applicable Laws, to vest in the Sellers’ Agent all rights, powers and authority to carry out, in the name and on behalf of the Sellers, the activities provided in this Section 14.3Seller); and (ii) each Indemnitee shall be entitled to ratify and approve rely conclusively (without further evidence of any such activities carried out kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by the Agent, and on any other action taken or purported to be taken on behalf of any Seller by the Agent, as fully binding upon such Seller. (c) The Sellers recognize and intend that the power of attorney granted in Section 7.1(a): (i) is coupled with an interest and is irrevocable; (ii) may be delegated by the Agent; and (iii) shall survive the death or incapacity of each of the Sellers’ Agent acting in such capacity. (d) Purchaser hereby expressly acknowledges The Agent shall be entitled to treat as genuine, and accepts Capvis IV’s appointment as the document it purports to be, any letter, facsimile, telex or other document that is believed by his to be genuine and engagement to have been telexed, telegraphed, faxed or cabled by a Seller or to have been signed and presented by a Seller. (e) If the Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities hereunder, the Sellers shall (by vote of a majority in interest), within 10 days after such death or disability or as Sellers’ soon as reasonably practicable thereafter, appoint a successor to the Agent and that such appointment and engagement shall not increase Capvis IV’s liability as Seller under this Agreement or modify or affect immediately thereafter notify the nature of any Purchaser of the identity of such successor. Any such successor shall succeed the Agent as Agent hereunder. For purposes of a vote of a majority interest, if the Agent shall die, become disabled or otherwise be unable to vote his shares of stock hereunder, the Agent’s spouse shall be conclusively presumed to have full voting authority to vote such stock to appoint a successor to the Agent. If for any reason there is no Agent at any time, all references herein to the Agent shall be deemed to refer to the Sellers’ liability under . (f) All expenses incurred by the Agent in connection with the performance of his duties as Agent shall be borne and paid by the Sellers, unless provided otherwise in this Agreement, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave).

Seller’s Agent. (a) The By virtue of the adoption of this Agreement and the approval of the First Merger by Sellers, each Seller hereby agrees to irrevocably appoint Xxxxxx Xxxxxxxxxx as his or her agent for purposes of (i) the surrender of Certificates pursuant to Section 2.04 and the receipt of certificates and documents at the Closing, (ii) the determination of Final Working Capital pursuant to Section 2.06, (iii) the determination and receipt of certificates and documents related to any adjustment to the Merger Consideration pursuant to Section 2.07, (iv) the resolution of any disputes for which Parent may seek indemnification pursuant to Article 9 or Article 12, (v) the enforcement of any rights Sellers hereby appoint may have against Parent or the Surviving Entity and engage Capvis IVthe resolution of any disputes, in each case, under this Agreement or the Ancillary Documents, and Capvis IV (vi) taking all actions necessary or appropriate in the reasonable judgment of the Sellers’ Agent for the accomplishment of the foregoing. Xxxxxx Xxxxxxxxxx hereby accepts to be appointed and engaged, his appointment as the Sellers’ common representative Agent. Parent shall be entitled to deal exclusively with the Sellers’ Agent on all matters relating to clauses (i) through (vi) of this Section and Parent and the Escrow Agent (as defined herein) shall be entitled to rely conclusively on any document executed or purported to be executed on behalf of any Seller by the Sellers’ Agent, and on any other action taken or purported to be taken on behalf of any Seller by the Sellers’ Agent, as fully binding upon such Seller, and Sellers hereby agree that any decision, act, consent or instruction of the Sellers’ Agent with respect to the matters relating to clauses (i) through (vi) of this Section shall constitute a decision of all Sellers and shall be final, binding and conclusive upon each and every Seller. If the Sellers’ Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent (of the Sellers, then the Sellers shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the “Sellers’ Agent”)” for purposes of this Agreement. If for any reason there is no Sellers’ Agent at any time, all references herein to act on the Sellers’ behalf for certain specific purposes as expressly provided in this Agreement, including, without limitation, in connection with (i) Leakage Claim, (ii) Agent shall be deemed to refer to Sellers. No bond shall be required of the indemnification procedure, as set forth in Article 9.3.3, (iii) the preparation and delivery ofSellers’ Agent, and engaging in negotiations related to, any Objection Notice delivered under Section 13(b)(ii); and (iv) the initialization, on behalf Sellers’ Agent shall receive no compensation for his services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers and for recognition purposes, of the pages, schedules and annexes of this AgreementSellers. (b) The Sellers’ Agent: (i) Agent shall not be liable to any Sellers for any act done or omitted hereunder as the Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Sellers’ Agent shall have such powers only the duties expressly stated in this Agreement and authority as are necessary to carry out the functions assigned to it under this Agreement; (ii) shall have no obligation to act on behalf of other duties, express or implied. The Sellers’ Agent may engage attorneys, accountants and other professionals and experts as he determines necessary. The Sellers’ Agent may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action reasonably taken by the Sellers, except as expressly provided herein; (iii) ’ Agent based on such reliance shall be deemed conclusively to have no liability vis-à-vis Purchaser with respect to the actions taken or omitted to be been taken in its capacity as good faith and in the exercise of reasonable judgment. Sellers shall indemnify the Sellers’ Agent, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave); (iv) shall be entitled to engage such counsels, experts Agent and other agents and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and shall be entitled to conclusively rely on the opinions and advice of such Persons; (v) shall be entitled to indemnification from the Sellers hold him harmless against any loss, liability or expenses arising out expense incurred without gross negligence or bad faith on the part of actions taken or omitted to be taken in its capacity as the Sellers’ Agent, including the costs and expenses of investigation and defense of claims. (c) Each Seller undertakes: (i) to execute and deliver to the Sellers’ Agent and arising out of or in connection with the acceptance or administration of his duties hereunder; provided, that no liability of any instruments – including, by way Seller pursuant to this sentence shall exceed such Seller’s Pro Rata Share of mere example, an appropriate and duly notarized power of attorney – as may be necessary, under applicable Laws, to vest in the such liability. The Sellers’ Agent all rights, powers and authority to carry out, shall be reimbursed for reasonable expenses incurred in the name and on behalf performance of the Sellershis duties (including, without limitation, the activities provided in this Section 14.3; and (ii) to ratify reasonable fees of attorneys, accountants and approve any other professionals and experts), and all such activities carried out expenses shall be paid by the Sellers’ Agent acting in Sellers to the extent of their Pro Rata Share of such capacityexpenses. (d) Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement as Sellers’ Agent and that such appointment and engagement shall not increase Capvis IV’s liability as Seller under this Agreement or modify or affect the nature of any of the Sellers’ liability under this Agreement, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave).

Seller’s Agent. (a) The Skyview Capital is hereby appointed by the Sellers hereby appoint and engage Capvis IV, and Capvis IV hereby accepts to be appointed and engaged, as the Sellers’ common representative and agent (the “Sellers’ Agent”), to act on as the Sellers’ behalf for certain specific purposes as expressly provided in this Agreement, including, without limitation, in connection with agent and attorney-in-fact of the Sellers to: (i) Leakage Claim, give and receive notices and communications to or from Acquiror (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of 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 procedure(on behalf of itself or any other -81- Indemnified Person), as set forth in Article 9.3.3, including by not objecting to such claims; (iii) object to any claims for indemnification under this Article VII, whether against the preparation 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 delivery compromises of, demand arbitration of and engaging represent the interests of the Sellers in negotiations related the arbitration of any dispute relating to, and comply with orders of courts or arbitrators with respect to, any Objection Notice delivered claims for indemnification under Section 13(b)(ii)this Article VII, whether against the Escrow Consideration or directly against Sellers; (v) subject to the terms and (iv) the initializationconditions hereof, consent or agree to any amendment to, or waiver of any provision of, this Agreement on behalf of the Sellers Sellers’ Agent and/or the Sellers; (vi) act as proxy and for recognition purposes, attorney in fact with respect to the voting of the pagesIndemnity Escrow Shares beneficially held by the Sellers that have not been released to the Sellers, schedules pursuant to Sections 7.6(c) and annexes 7.6(d), on all matters submitted to the Acquiror’s stockholders subsequent to the date hereof with respect to which the holders of this Agreementthe capital stock of the Acquiror are entitled to vote or take action; and (vii) take all actions necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Sellers’ Agent may be replaced from time to time by a Majority in Interest of Sellers. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall receive no compensation for his services. (b) The Sellers’ Agent: (i) Agent shall have such powers and authority not be liable to any Seller for any act done or omitted hereunder as are necessary to carry out the functions assigned to it under this Agreement; (ii) shall have no obligation to act on behalf of the Sellers, except as expressly provided herein; ’ Agent while acting in good faith (iii) shall have no liability vis-à-vis Purchaser with respect and any act done or omitted pursuant to the actions taken advice of counsel shall be conclusive evidence of such good faith) and without gross negligence or omitted to be taken willful misconduct. The Sellers shall severally and not jointly in its capacity as accordance with their respective Pro Rata Shares indemnify the Sellers’ Agent, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave); (iv) shall be entitled to engage such counsels, experts Agent and other agents and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and shall be entitled to conclusively rely on hold the opinions and advice of such Persons; (v) shall be entitled to indemnification from the Sellers Sellers’ Agent harmless against any loss, liability Liability or expenses expense incurred without gross negligence, willful misconduct or bad faith on the part of the Sellers’ Agent and arising out of actions taken or omitted to be taken in its capacity as connection with the acceptance or administration of the Sellers’ Agent’s duties hereunder, including the any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Sellers’ Agent. If not paid directly to the Sellers’ Agent by the Sellers, such losses, Liabilities or expenses may be recovered by the Sellers’ Agent from portions of investigation the Escrow Consideration otherwise distributable to the Sellers (and defense not distributed or distributable to an Indemnified Person or subject to a pending indemnification claim of claimsan Indemnified Person) after the end of the Escrow Period pursuant to the terms hereof and such recovery will be made from the Sellers. (c) Each Seller undertakes: Any notice or communication given or received by, and any decision, action, failure to act (i) to execute and deliver to whether or not within a designated period of time), agreement, consent, settlement, resolution or instruction of, the Sellers’ Agent any instruments – including, by way of mere example, an appropriate and duly notarized power of attorney – as may be necessary, under applicable Laws, to vest in that is within the Sellers’ Agent all rights, powers and authority to carry out, in the name and on behalf of the Sellers, the activities provided in this Section 14.3; and (ii) to ratify and approve any such activities carried out by the Sellers’ Agent acting in such capacity. (d) Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement as Sellers’ Agent and that such appointment and engagement shall not increase Capvis IV’s liability as Seller under this Agreement or modify or affect the nature of any scope of the Sellers’ liability Agent’s authority under this AgreementSection 7.9(a) shall constitute a notice or communication to or by, except in case or a decision, action, failure to act (whether or not within a designated period of fraudtime), willful intent agreement, consent, settlement, resolution or instruction of all the Sellers and shall be final, binding and conclusive upon each such Seller; and each Indemnified Person shall be entitled to rely upon any such notice, communication, decision, action, failure to act (dolo) whether or gross negligence (colpa gravenot within a designated period of time), agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of each and every such Seller.

Seller’s Agent. (a) The Sellers hereby irrevocably and exclusively appoint and engage Capvis IV, and Capvis IV hereby accepts to be appointed and engaged, Arkema France as the Sellers’ common their sole representative and agent (the “Sellers’ Agent”), with full power and authority to, in their name, place and sxxxx, take all actions permitted or required to act on the Sellers’ behalf for certain specific purposes as expressly provided in be taken by them pursuant to this Agreement, including, without limitation, in connection with (i) Leakage Claim, (ii) the indemnification procedure, as set forth in Article 9.3.3, (iii) the preparation and delivery of, and engaging in negotiations related to, any Objection Notice delivered under Section 13(b)(ii); and (iv) the initialization, on behalf of the Sellers and for recognition purposes, of the pages, schedules and annexes of this Agreement. (b) The Sellers’ Agent: (i) shall have such powers and authority as are necessary to carry out the functions assigned to it receive notices under this Agreement; (ii) shall have no obligation to act on behalf of receive any payments made by the Purchaser under this Agreement and allocate any such payment between the Sellers, except as expressly provided herein; (iii) shall have no liability vis-à-vis Purchaser with respect to the actions taken deliver any notices, certifications, consents, approvals or omitted to be taken in its capacity as Sellers’ Agent, except in case of fraud, willful intent (dolo) waivers required or gross negligence (colpa grave)appropriate under this Agreement; (iv) shall be entitled amend the terms of this Agreement, to engage the extent such counsels, experts and amendment does not materially affect one Seller more than the other agents and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and shall be entitled to conclusively rely on the opinions and advice of such PersonsSellers; (v) shall be entitled to indemnification from handle, contest, dispute, compromise, adjust, settle or otherwise deal with any and all claims by or against or disputes with the Purchaser under this Agreement; and (vi) more generally, exercise the rights of the Sellers against any loss, liability on their behalf under this Agreement (including the right to terminate this Agreement under Section ‎4.1). (b) Any act or expenses arising out of actions decision taken or omitted to be taken in its capacity as by the Sellers’ Agent, including Agent in accordance with this Agreement shall bind each of the costs and expenses of investigation and defense of claimsSellers. (c) Each Seller undertakes: References to the “Sellers’ Agent” appearing herein shall be deemed to be qualified by the phrase “(i) to execute and deliver to on behalf of each of the Sellers)”, provided that the Sellers’ Agent’s so acting as the agent for each of the Sellers neither implies that the Sellers’ Agent shall be deemed to be liable for any instruments – including, by way obligations of mere example, an appropriate a Seller hereunder nor to establish any joint and duly notarized power of attorney – as may be necessary, under applicable Laws, to vest in several liability among the Sellers’ Agent all rights, powers and authority to carry out, in the name and on behalf of the Sellers, the activities provided in this Section 14.3; and (ii) to ratify and approve any such activities carried out by the Sellers’ Agent acting in such capacity. (d) Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement as The Sellers’ Agent and that such appointment and engagement shall not increase Capvis IV’s bear any liability as Seller under this Agreement or modify or affect the nature of whatsoever, to either any of the Sellers’ liability Sellers or the Purchaser, in its capacity as agent of the Sellers under this Agreement, except in case of fraud, willful intent misconduct (dolo) or gross negligence (colpa gravefaute intentionnelle).

Seller’s Agent. (a) The Each of the Sellers hereby appoint irrevocably appoints Xxxxx Xxxx Brook (herein called the "Sellers' Agent"), or any successor Sellers' Agent appointed in accordance with this Section 16.1 as his, her or its agent and engage Capvis IV, and Capvis IV hereby accepts attorney-in-fact to take any action required or permitted to be appointed and engaged, as taken by such Seller under the Sellers’ common representative and agent (the “Sellers’ Agent”), to act on the Sellers’ behalf for certain specific purposes as expressly provided in terms of this Agreement, including, without limitationlimiting the generality of the foregoing, in connection with (i) Leakage Claim, (ii) the indemnification procedure, as set forth in Article 9.3.3, (iii) payment of expenses relating to the preparation and delivery oftransactions contemplated by the Agreement, and engaging in negotiations related tothe right to waive, modify or amend any Objection Notice delivered under Section 13(b)(ii); and (iv) the initialization, on behalf of the Sellers terms of this Agreement in any respect, whether or not material, and for recognition purposes, agrees to be bound by any and all actions taken by the Sellers' Agent on his or its behalf. In the event of the pagesdeath or incapacity of Sellers' Agent, schedules such person shall be replaced by Miles X. Xxxxxxx (automatically and annexes without any action by any Seller) who shall continue in that capacity. If at any time, neither of this Agreement. the persons named above is serving as Sellers' Agent, then Sellers' Agent shall be such person as may be named as such in a notice to Purchaser, executed by Sellers holding (bor, if such time is after Closing, formerly holding) more than 50% of all shares of Stock listed on Annex 2. The Sellers agree jointly and severally to indemnify the Sellers’ Agent: (i) shall have such powers ' Agent from and authority against and in respect of any and all liabilities, damages, claims, costs, and expenses, including, but not limited to attorneys' fees, arising out of or due to any action as are necessary the Sellers' Agent and any and all actions, proceedings, demands, assessments, or judgments, costs, and expenses incidental thereto, except to carry out the functions assigned to it under this Agreement; (ii) shall have no obligation to act extent that the same result from bad faith or gross negligence on behalf the part of the Sellers, except as expressly provided herein; (iii) shall have no liability vis-à-vis ' Agent. Purchaser with respect to the actions taken or omitted to be taken in its capacity as Sellers’ Agent, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave); (iv) shall be entitled to engage rely exclusively upon any communications given by the Sellers' Agent on behalf of any Seller, and shall not be liable for any action taken or not taken in reliance upon any such counsels, experts and other agents and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and communications from the Sellers' Agent. Purchaser shall be entitled to conclusively rely on the opinions and advice of such Persons; (v) shall be entitled to indemnification from the disregard any notices or communications given or made by Sellers against any loss, liability unless given or expenses arising out of actions taken or omitted to be taken in its capacity as made through the Sellers’ ' Agent, including the costs and expenses of investigation and defense of claims. (c) Each Seller undertakes: (i) to execute and deliver to the Sellers’ Agent any instruments – including, by way of mere example, an appropriate and duly notarized power of attorney – as may be necessary, under applicable Laws, to vest in the Sellers’ Agent all rights, powers and authority to carry out, in the name and on behalf of the Sellers, the activities provided in this Section 14.3; and (ii) to ratify and approve any such activities carried out by the Sellers’ Agent acting in such capacity. (d) Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement as Sellers’ Agent and that such appointment and engagement shall not increase Capvis IV’s liability as Seller under this Agreement or modify or affect the nature of any of the Sellers’ liability under this Agreement, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave).

Seller’s Agent. (a) The Sellers Each Seller hereby appoint -------------- authorizes and engage Capvis IVappoints Sellers' Agent as its, his or her exclusive agent and Capvis IV hereby accepts to be appointed and engaged, as the Sellers’ common representative and agent (the “Sellers’ Agent”), attorney-in-fact to act on behalf of each of them with respect to all matters which are the Sellers’ behalf for certain specific purposes as expressly provided in subject of this Agreement, including, without limitation, in connection with (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) Leakage Claimany claims which any Seller may assert, or have the right to assert, against Buyer, or (ii) any claims which Buyer may assert, or have the indemnification procedureright to assert, against any Seller. Sellers' Agent hereby accepts such authorization and appointment. Upon the receipt of written evidence satisfactory to Buyer to the effect that Sellers' Agent has been substituted as agent of Sellers by reason of his death, disability or resignation, Buyer shall be entitled to rely on such substituted agent to the same extent as it was theretofore entitled to rely upon Sellers' Agent with respect to the matters covered by this Section 10.15. No Seller shall act with respect to any of the matters which are the subject of this Agreement except through Sellers' Agent. Sellers acknowledge and agree that Buyer may deal exclusively with Sellers' Agent in respect of such matters, that the enforceability of this Section 10.15 is material to Buyer, and that Buyer has relied upon the enforceability of this Section 10.15 in entering into this Agreement. In the event Sellers' Agent declines to represent Sellers with respect to any matter delegated to Sellers' Agent under this Agreement, Sellers agree that the affirmative written determination of those Sellers holding more than 50 percent of the number of Interests held by all of Sellers, as set forth in Article 9.3.3on SCHEDULE 3.3, (iii) will constitute the preparation and delivery ofaction of all of Sellers, and engaging ------------ each Seller agrees that in negotiations related to, any Objection Notice delivered under Section 13(b)(ii); and (iv) such event it will be bound by the initialization, on behalf determination of the such majority of Sellers and for recognition purposes, of the pages, schedules and annexes of this Agreement. (b) The Sellers’ Agent: (i) shall have such powers and authority as are necessary will not seek to carry out the functions assigned to it under this Agreement; (ii) shall have no obligation to act on behalf of the Sellers, except as expressly provided herein; (iii) shall have no liability vis-à-vis Purchaser with respect to the actions taken or omitted to be taken in its capacity as Sellers’ Agent, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave); (iv) shall be entitled to engage such counsels, experts and other agents and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and shall be entitled to conclusively rely on the opinions and advice of such Persons; (v) shall be entitled to indemnification from the Sellers against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Sellers’ Agent, including the costs and expenses of investigation and defense of claims. (c) Each Seller undertakes: (i) to execute and deliver to the Sellers’ Agent any instruments – including, by way of mere example, an appropriate and duly notarized power of attorney – as may be necessary, under applicable Laws, to vest in the Sellers’ Agent all rights, powers and authority to carry out, in the name and on behalf of the Sellers, the activities provided in this Section 14.3; and (ii) to ratify and approve challenge any such activities carried out by the Sellers’ Agent acting determination in such capacityany forum. [SIGNATURE PAGE FOLLOWS. (d) Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement as Sellers’ Agent and that such appointment and engagement shall not increase Capvis IV’s liability as Seller under this Agreement or modify or affect the nature of any of the Sellers’ liability under this Agreement, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave).]

Seller’s Agent. (ai) The Sellers Sellers, pursuant to this Agreement, hereby appoint and engage Capvis IV, and Capvis IV hereby accepts to be appointed and engaged, Xxxxxx Xxxxxxxx as the Sellers’ common representative and agent (the “Sellers’ Agent”), to act on who shall be the Sellers’ representative and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf for certain specific purposes as expressly provided in of each of the Sellers, including without limitation, to amend this Agreement, includingto give and receive notices and communications, without limitation, in connection with (i) Leakage Claim, (ii) the indemnification procedure, as set forth in Article 9.3.3, (iii) the preparation waivers and delivery of, and engaging in negotiations related to, any Objection Notice delivered under Section 13(b)(ii); and (iv) the initialization, on behalf of the Sellers and for recognition purposes, of the pages, schedules and annexes of this Agreement. (b) The Sellers’ Agent: (i) shall have such powers and authority as are necessary to carry out the functions assigned to it consents under this Agreement; (ii) shall have no obligation , to act on behalf of the Sellers, except as expressly provided herein; (iii) shall have no liability vis-à-vis Purchaser Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take all actions taken necessary or omitted appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be taken deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless all of the Sellers agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in its capacity as the position of the Sellers’ Agent may be filled by approval by those Sellers who hold or held a majority of the Target Equity prior to the Closing. No bond shall be required of the Sellers’ Agent, except in case and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of fraud, willful intent (dolo) or gross negligence (colpa grave);the Sellers during the term of the Agreement. (ivii) The Sellers’ Agent shall be entitled not incur any liability with respect to engage such counselsany action taken or suffered by him or omitted hereunder as Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, experts and other agents and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and shall be entitled to conclusively all questions arising hereunder, rely on the opinions and advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Sellers’ Agent based on such Persons; (v) advice and the Sellers’ Agent shall not be liable to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be entitled implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Sellers’ Agent determined by him to indemnification from be reasonably necessary to carry out the purposes of his obligations. The Sellers shall severally and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Sellers’ Agent and hold him harmless against any loss, liability or expenses arising out expense incurred without gross negligence or bad faith on the part of actions taken or omitted to be taken in its capacity as the Sellers’ Agent, including the costs and expenses of investigation and defense of claims. (c) Each Seller undertakes: (i) to execute and deliver to the Sellers’ Agent any instruments – includingand arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, by way of mere example, an appropriate and duly notarized power of attorney – as may be necessary, under applicable Laws, each Seller hereby agrees to vest in reimburse the Sellers’ Agent all rights, powers for his pro rata share of any reasonable and authority to carry out, in the name and on behalf of the Sellers, the activities provided in this Section 14.3; and documented costs or expenses (iiincluding attorneys’ fees) to ratify and approve any such activities carried out incurred by the Sellers’ Agent acting in such capacitypursuing a dispute pursuant this Agreement. (diii) Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement as Sellers’ Agent and that such appointment and engagement shall not increase Capvis IV’s liability as Seller under this Agreement A decision, act, consent or modify or affect the nature of any instruction of the Sellers’ Agent shall constitute a decision, act, consent or instruction from all of the Sellers and shall be final, binding and conclusive upon each of the Sellers. Buyer may rely upon any such decision, act, consent or instruction of the Sellers’ Agent as being the decision, act, consent or instruction of every such Seller. Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement, except to be exercised or otherwise taken, shall be a power vested in case the Sellers’ Agent. (iv) At Closing, Buyer shall deposit by wire transfer of fraudimmediately available funds to the account designated by the Sellers’ Agent an amount equal to $200,000 (the “Sellers’ Agent Expense Amount”) to be held in trust to cover and reimburse the fees and expenses incurred by the Sellers’ Agent for his obligations in connection with this Agreement and the transactions contemplated hereby. The Sellers’ Agent shall disperse to the Sellers the remaining balance of the Sellers’ Agent Expense Amount in accordance with the allocation schedule set forth on Schedule A, willful intent (dolo) or gross negligence (colpa grave)as and when determined by the Sellers’ Agent in his sole discretion.