Call Option Agreement, dated October 2, 2023, by and between CommScope Holding Company, Inc. and Vantiva SA

The Grantor is currently engaged in, among other things, the operation of the Business.

The Beneficiary has expressed its interest for the potential acquisition of the Business (the “Contemplated Transaction”) as set out in the non-binding offer executed by the Parties on 31 August 2023 (the “Non-Binding Offer”).

In this context, the Parties have agreed that the Grantor would grant to the Beneficiary a call option on the Purchased Assets, the Purchased Shares and the Assumed Liabilities of the Business pursuant to the terms and conditions set forth in this agreement (the “Call Option Agreement”).

DEFINITIONS

Definitions

CALL OPTION

The Grantor irrevocably undertakes to execute the agreements attached as Schedule 1 (the “Transaction Documents”) (concurrently with their execution by the Beneficiary) (the “Call Option”), subject to the Beneficiary exercising the Call Option by sending to the Grantor, before the expiry of the Exercise Period, an exercise notice in the form attached as Schedule 2 (the “Exercise Notice”). The Exercise Notice shall indicate the date of execution of the Transaction Documents proposed by the Beneficiary, which shall be at the latest two (2) Business Days following the date of the Exercise Notice. For the avoidance of doubt, if the Beneficiary exercises the Call Option, the date of execution of the Purchase Agreement shall not affect the rights and obligations of the Parties as from the Reference Date (as defined in the Purchase Agreement).

The Beneficiary accepts the benefit of the Call Option solely as an option, without making any undertaking to exercise it, and expressly reserves the right not to exercise it, subject to the provisions herein.

(a) The Grantor acknowledges and declares that (i) its undertakings pursuant to the Call Option Agreement are definitive and irrevocable and cannot be withdrawn whether before or after the exercise of the Call Option by the Beneficiary and (ii) it has already given its definitive and irrevocable consent to the acquisition of the Purchased Assets, Purchased Shares and Assumed Liabilities of the Business in accordance with the terms and subject to the conditions set forth herein and in the Purchase Agreement.

INFORMATION AND CONSULTATION PROCESS

The Beneficiary undertakes to convene the works council (Comité Social et Economique) of the Beneficiary and the European works council of the Vantiva group diligently and promptly and at the latest three (3) Business Days following the execution of this Call Option Agreement, in order to inform and consult the works council (Comité Social et Economique) of the Beneficiary and the European works council of the Vantiva group in accordance with Article L2312-8 of the French Labour Code and Articles 2.2 and 2.3 of the Amendment dated 10 May 2006 to the European works council Charter dated 29 May 2000, as soon as practicable as from the date hereof (the “Consultation Process”).

The Grantor agrees to cooperate with the Beneficiary with respect to the Consultation Process, including by making its reasonable best effort to diligently provide the Beneficiary with any document or information which the works council and European works council may reasonably request with respect to the Grantor and/or the Business. In any case, such obligation of cooperation shall not entail any commitments from the Grantor that could be requested by the works council (Comité Social et Economique) of the Beneficiary or the European works council of the Vantiva group; provided, however, the Grantor shall not be required to provide any information or cooperation to the extent it would not be required pursuant to the penultimate sentence of Section 6.2(a) of the Purchase Agreement (Access to Information; Confidentiality) or the first sentence of Section 6.17(a) of the Purchase Agreement (Proxy Statement; Buyer Prospectus; Buyer Shareholder Approval).

The Beneficiary undertakes to keep the Grantor regularly and reasonably informed of the status and progress of the Consultation Process and of any important facts or matters in relation thereto. In particular, the Beneficiary undertakes to notify in writing the Grantor at the latest on the following Business Day (i) of the issuance of their respective opinion by the works council and the European works council on the Contemplated Transaction or, (ii) following the expiration of their respective response period if the works council or the European works council are deemed to have been consulted and to have issued their opinion in connection with the Contemplated Transaction pursuant to French law.

EXERCISE OF THE CALL OPTION

Following the Completion of the Consultation Process, the Beneficiary will be entitled to exercise the Call Option by sending an Exercise Notice within the Exercise Period, in accordance with the provisions of this Call Option Agreement and accompanied by the proof of satisfaction (if not sent earlier) of the Completion of the Consultation Process. Such proof

If no Exercise Notice has been given by the Beneficiary within the Exercise Period, the Beneficiary shall be deemed to have irrevocably waived its right to exercise the Call Option and the Call Option Agreement shall lapse, subject to (i) the Break-Up Fee (as defined below) being due by the Beneficiary, (ii) the potential liability of either Party in case of a Willful Breach of its obligations under this Call Option Agreement prior to such date, and (iii) the provisions of Article 11 that shall continue to apply.

BREAK-UP FEE

In the event of any termination or lapse of this Call Option Agreement (including, for the avoidance of doubt, if the Beneficiary does not sign one or several of the Transaction Documents) for any reason whatsoever (including pursuant to Section 2.3(b)(i), Section 4.2 or Section 10.1), other than as a result of (x) the execution of the Purchase Agreement as provided in Section 10.1(i) or (y) the occurrence of a Beneficiary MAE Termination, the Beneficiary shall pay to the Grantor, upon its first request, a lump sum of €5,000,000 (the “Break-Up Fee”).

The Grantor’s receipt in full of the Break-Up Fee, in circumstances where the Break-Up Fee is owed pursuant to this Section 5, shall constitute the sole and exclusive monetary remedy of the Grantor against the Beneficiary and its Affiliates and any of their respective Subsidiaries, Affiliates and other Representatives for all Losses suffered as a result of the termination of this Call Option Agreement in accordance with Section 10, and upon payment of such amount, none of Beneficiary, its Affiliates and their respective Subsidiaries, Affiliates and other Representatives shall have any further liability or obligation relating to or arising out of this Call Option Agreement or the transactions contemplated by this Call Option Agreement, save for damages that may be due to the Grantor in the event of a Willful Breach by the Beneficiary of one or several of its material obligations hereunder. The Parties acknowledge and agree that the agreements contained in this Section 5 are an integral part of the transactions contemplated herein, and that, without these agreements, the Parties would not otherwise enter into this Agreement. Accordingly, if the Beneficiary fails to pay the Break-Up Fee pursuant to Section 5.1 on or prior to the date such amount is due hereunder, and, in order to obtain such payment, the Grantor commences a Proceeding that results in a final, non-appealable judgment against the Beneficiary for the payment of all or any portion of such amounts, the Beneficiary shall pay, or cause to be paid, to the Grantor, interest on such amount at an annual rate equal to 8%, which shall accrue from such date through the date such payment is actually delivered to the Grantor or its designee. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the prevailing party in connection with such Proceeding shall be paid by the non-prevailing party.

COVENANTS

The Grantor undertakes to comply, as from the date of this Call Option Agreement and subject to compliance with applicable Laws, with the provisions of Section 2.7 (Restructuring Activities), Section 6.1 (Operation of the Business), Section 6.2 (Access to Information; Confidentiality), Section 6.4 (Public Disclosures) and Section 6.17 (Proxy Statement; Buyer Prospectus; Buyer Shareholder Approval) of the Purchase Agreement (in each case, to the extent applicable prior to Closing) as if such Sections were in full force and effect as of the date of this Call Option Agreement (notwithstanding that the applicable covenant in the Purchase Agreement may contemplate performance only from and after the Agreement Date).

Reciprocally, the Beneficiary shall undertake to comply, as from the date of this Call Option Agreement and subject to compliance with applicable Laws, with the provisions of Section 6.2 (Access to Information; Confidentiality), Section 6.4 (Public Disclosures), Section 6.17 (Proxy Statement; Buyer Prospectus; Buyer Shareholder Approval), Section 6.24 (Buyer Ordinary Share Issuances) and Section 6.25 (Voting Commitments) of the Purchase Agreement (in each case, to the extent applicable prior to Closing) as if such Sections were in full force and effect as of the date of this Call Option Agreement (notwithstanding that the applicable covenant in the Purchase Agreement may contemplate performance only from and after the Agreement Date).

In view of satisfying the conditions precedent provided for in Article 7 (Conditions to Closing) of the Purchase Agreement, the Parties undertake to comply, to the extent legally permitted, as from the date of this Call Option Agreement, with their obligations under Section 6.3 (Necessary Efforts; No Inconsistent Action) of the Purchase Agreement as if it were in full force and effect as of the date of this Call Option Agreement. In particular, the Parties shall, as soon as reasonably possible, within the limits authorized by law and regulations, and subject to having obtained as soon as possible all necessary or useful information from the Grantor as the case may be, initiate or ensure that it initiates the necessary proceedings toward the competent Authorities.

ANNOUNCEMENT

REPRESENTATIONS AND WARRANTIES OF THE GRANTOR

REPRESENTATIONS AND WARRANTIES OF THE BENEFICIARY

TERM

This Call Option Agreement shall automatically terminate without any action on the part of either Party on the earlier of (i) the date of execution of the Purchase Agreement, (ii) the expiry of the Exercise Period if the Call Option has not been exercised, and (iii) December 18, 2023.

Notwithstanding the termination of this Call Option Agreement, Article 5 and Article 11 (and the corresponding definitions as the case may be) shall continue to apply.

For the avoidance of doubt and notwithstanding anything contrary, if this Call Option Agreement is terminated for any reason other than an execution of the Purchase Agreement, no exclusivity provision whatsoever shall apply to the Grantor to the benefit of the Beneficiary.

MISCELLANEOUS