Put Option Agreement, dated August 6, 2021 relating to the acquisition of Ipanematech SAS

Commitment to acquire the Transferred Shares

The Purchaser hereby irrevocably and unconditionally undertakes to acquire the Transferred Shares for an aggregate consideration, and on the other terms and conditions, as set forth in the SPA, subject only to the sending by the Beneficiary, at its discretion, of a notice of its decision to sell the Transferred Shares to the Purchaser (the “Put Option”, and the notice of such decision being referred to as the “Put Option Notice”) to the extent delivered by the Beneficiary on or prior to the Put Option Validity Date pursuant to the terms of this Put Option Agreement.

For the Put Option Notice to be valid, the Seller shall also confirm to the Purchaser completion of the Consultation Process.

the Information/Consultation Process shall be deemed to have been completed if, either

the Beneficiary receives a duly executed copy of the minutes of the meeting during which the Works Council has issued its final opinion (whether positive or negative) with respect to the Transaction; or

in the absence of any such final opinion, the Works Council shall be deemed to have rendered a final opinion in accordance with French law and regulations;

the Hamon Process shall be deemed to have been completed if either:

each of the employees of the Company has either (x) made an offer for the purchase of the Transferred Shares in accordance with article L. 23-10-1 of the French Commercial Code, or (y) individually waived in writing his/her right to make an offer to acquire the Transferred Shares according to article L. 23-10-1 of the French Commercial Code; or

in the absence of such offers or waivers, the expiry of a two-month period following the date on which all employees of the Company have been informed of the contemplated Transaction and their right to make an offer in relation to the sale of the Transferred Shares in accordance with the Hamon Process.

The Put Option will enter into force on the date of this Put Option Agreement (the “Put Option Agreement Date”) and shall remain valid until 23h59 (Paris time) on the latest of the following dates:

five (5) Business Days after the Consultation Process has been completed (or deemed to be completed); and

three (3) months after the Put Option Agreement Date,

The Purchaser agrees that, in accordance with article 1217 of the French Civil Code, the obligations of the Purchaser and the Purchaser Parent pursuant to the Put Option, including the obligation of the Purchaser and the Purchaser Parent to sign the SPA, may be enforced through specific performance, without prejudice to the right to claim for damages. The Purchaser and the Purchaser Parent hereby acknowledges and agrees that any specific performance action in respect of this Put Option and the obligations provided herein will constitute a valid and balanced course of action falling outside of the “manifest disproportion” (disproportion manifeste) exclusion contained in article 1221 of the French Civil Code.

The Purchaser, the Purchaser Parent and the Beneficiary acknowledge that the Put Option is definitive and irrevocable until the Put Option Validity Date (included) and that it cannot be withdrawn in any circumstance (either prior to or after the exercise of the Put Option by the Beneficiary) on or prior to such date, except by mutual agreement of the Purchaser and the Beneficiary, in accordance with article 1193 of the French Civil Code. To the extent necessary and subject to the provisions of this Put Option Agreement and the SPA, the Purchaser hereby declares that it gives its final and irrevocable consent to the purchase of the Transferred Shares pursuant to the Put Option, in accordance with article 1124 of the French Civil Code. Consequently, neither the Purchaser or the Purchaser Parent may withdraw (rétracter) the grant of the Put Option for any reason whatsoever before the termination of the Put Option in accordance with Clause 7, and each of the Purchaser and the Purchaser Parent hereby acknowledges and accepts that any such

withdrawal (rétractation), or any other action or intervention before such termination, shall be null and void and of no effect on the validity of the promised acquisition of the Transferred Shares and that, to the extent the Beneficiary validly delivers a Put Option Notice before the Put Option Validity Date, if it refuses to, or does not carry out the required actions to complete the Transaction pursuant to the terms of the SPA, completion of the Transaction may be judicially acknowledged or ordered. For the avoidance of doubt, the Beneficiary acknowledges that if the Put Option Notice has not been sent on or prior to the Put Option Validity Date, the Put Option will automatically terminate as at the Put Option Validity Date in accordance with Clause 7, and each of the Purchaser and the Purchaser Parent shall be released from all its obligations under this Put Option Agreement, without any liability whatsoever save in case of prior breach of the terms and provisions herein.

Representations and warranties of the Parties

Consultation Process

The Seller undertakes to initiate or cause to be initiated the Consultation Process with reasonable promptness, without undue delay and in any event no later than five (5) Business Days as from the Put Option Agreement Date:

in respect of the Information/Consultation Process, by convening a meeting of the Works Council, with a view to obtaining the opinion of the Works Council as soon as reasonably possible; and

in respect of the Hamon Process, by either sending a registered letter with acknowledgment of receipt or submitting such letter by personal hand to each of the employees of the Company, informing him/her of his/her right under article L. 23-10-1 et seq. of the French Commercial Code, and seeking written confirmation from each of the employees that he/she waives such right.

The Purchaser agrees that, upon request of the Beneficiary, it shall, and shall cause its Affiliates to:

provide all assistance and cooperation in connection with the Consultation Process, including by submitting presentations and other information or documentation reasonably requested by the Beneficiary, the Works Council, the Company or any expert appointed by the Works Council (as applicable), including a document setting forth the structure chart of the Purchaser and its ultimate shareholders, the Purchaser’s strategy and history, and its plans for the Group, including in terms of financing, management and employment policy; and

procure that senior representatives of the Purchaser attend meeting(s) of the Works Council and meet with the relevant employees and employee representatives where and when reasonably requested by the Beneficiary or the Works Council, subject to reasonable prior notice.

Undertakings during the interim period

Exclusivity

pursue, initiate, solicit or undertake any transfer (including by way of merger, spin-off, contribution of similar transaction) of all or part of the share capital of any of the Group Companies, the Business or of any material assets of the Group Companies, by any means, with any person other than the Purchaser or its Affiliates (an “Alternative Transaction”);

provide or consent to provide any information with respect to the Group Companies to any person (other than the Purchaser, its Affiliates and its and their representatives and advisors) with a view to an Alternative Transaction;

solicit or encourage offers or expressions of interest or otherwise cooperate in any way with a view to an Alternative Transaction; or

offer or agree to enter into any agreement or arrangement relating to an Alternative Transaction with any person other than the Purchaser or its Affiliates.

No binding obligations on the Seller

Duration and Termination

Save as provided in Clause 7.2 below, this Put Option Agreement shall terminate on the earlier of:

if the Put Option has been exercised by the Beneficiary, the Execution Date in accordance with the Put Option Notice upon signing of the SPA by the Purchaser and the Purchaser Parent; and

if the Put Option has not been exercised by the Beneficiary, at midnight (Paris time) on the Put Option Validity Date as specified in Clause 1.3.

Without prejudice to the foregoing, the Beneficiary shall be entitled, at its sole discretion, to notify the Purchaser of its decision to terminate this Put Option Agreement by sending a notice to the Purchaser in the event that the Put Option has been exercised by the Beneficiary, if the Purchaser and/or the Purchaser Parent has/have not executed the SPA no later than on the Execution Date.

Upon termination of this Put Option Agreement in accordance with Clauses 7.1 or 7.2, the Beneficiary shall cease to be bound by the obligations applicable to it under this Put Option Agreement (including pursuant to Clause 4 and, subject to the provisions below, Clause 5) and each of the Purchaser and the Purchaser Parent shall cease to be bound by the obligations applicable to it under this Put Option Agreement, without prejudice to any liability of the Purchaser and/or the Purchaser Parent arising from any breach of its undertakings herein and save for the provisions of (i) Clauses 8 and 10 herein which shall survive any termination of this Put Option Agreement, and (ii) Clause 5 which shall survive the termination of the Put Option Agreement pursuant to Clause 7.1(ii) until the expiry of a 6-month period following the Put Option Agreement Date.

Nothing in this Clause 7 shall be deemed to release any signatory of this Put Option Agreement from any liability for any breach by such signatory of the terms and provisions of this Put Option Agreement.

Confidentiality

The existence, purpose and content of the Put Option Agreement (including its appendices) are strictly confidential and subject to the Confidentiality Agreement, which shall remain in full force and effect up to the Closing Date (included), it being agreed that should the execution of the SPA not take place, such Confidentiality Agreement shall remain in full force and effect until its contractual termination date.

Consequently, notwithstanding anything to the contrary herein (or in the Confidentiality Agreement) each Party undertakes not to disclose (and shall cause their respective Affiliates and their representatives not to disclose) to any third party any information relating to the Transaction,

the terms and conditions of the Put Option Agreement or the transactions contemplated hereby and each Party shall take all appropriate actions to keep such information confidential, except:

as strictly required to allow either Party to satisfy its commitments under the Put Option Agreement (and in particular in relation to the Consultation Process);

to the extent strictly necessary to allow either Party to comply with any legal or statutory requirement or with any order or injunction from a judicial, administrative, stock exchange or regulatory authority to make any announcement or to provide information to any Governmental Authority or to any of its labor representatives or committees, provided that such Party shall (to the extent permitted by Law) promptly notify the other Party in writing, which notification shall include the nature of the legal requirement and the extent of the required disclosure, and shall cooperate with the other Party’s reasonable requests to preserve the confidentiality of the Put Option Agreement consistent with applicable Law;

to its Affiliates, limited partners, managers, employees, advisors and statutory auditors on a need-to-know basis;

in case of a dispute arising out or in connection with the Put Option Agreement, to the relevant competent jurisdiction;

by the Beneficiary to inform other potential bidders interested in the Transaction of the mere fact that the Put Option Agreement was entered into with the Purchaser; or

with the express prior written approval of the other Party.

The provisions of Article 13.2 (Announcements) of the SPA shall apply mutatis mutandis.

Assignment

Governing law and competent courts

Electronic signature

SALE AND PURCHASE AGREEMENT

relating to the shares of Ipanematech SAS

Amongst the Parties identified herein

[l] 2021

Definitions4

Principles of Construction9

Sale and purchase of the Transferred Shares10

Purchase price11

Pre-Closing matters11

Closing16

Representations and warranties of the Purchaser18

Representations and warranties of the Seller19

Indemnification by the Seller21

Purchaser’s acknowledgements25

Termination25

Post-Closing obligations26

Confidentiality/announcements28

Successors and Assigns – Third party beneficiaries29

Variation29

Payments29

Withholdings and deductions29

Costs30

Cooperation30

Liability of each Party31

Notices31

Specific performance31

Unforeseeability32

Express waivers32

Professional advice32

Entire Agreement32

Invalidity32

Governing Law and Competent Courts33

Electronic signature33

InfoVista SAS, a French société par actions simplifiée with a share capital of 81,333,591.80 euros, having its registered office at 23 avenue Carnot, 91300 Massy (France), registered under the identification number 334 088 275 R.C.S. Evry, duly represented for the purposes hereof;

Extreme Networks Ireland Holding Ltd., a limited liability company, incorporated under the laws of Ireland, having its registered office at Rineanna House, Shannon Free Zone, Co. Clare, V14 DC42, Republic of Ireland, and registered under the identification number 628827, duly represented for the purposes hereof;

Extreme Networks, Inc., a company incorporated under the laws of Delaware, having its registered office at 6480 Via Del Oro, San Jose, CA 95119, USA, duly represented for the purposes hereof;

Ipanematech, a French société par actions simplifiée with a share capital of 34,652,560 euros, having its registered office at 23 avenue Carnot, 91300 Massy (France), registered under the identification number 893 657 866 R.C.S. Evry, duly represented for the purposes hereof;

As at the date hereof, the Company has issued 3,465,256 ordinary shares with a par value of 10 euros each (the “Transferred Shares”) which represent 100% of (i) the share capital of, and voting rights in, the Company, and (ii) the securities issued by the Company giving access immediately or in the future to the share capital of the Company. The totality of the Transferred Shares are held by the Seller.

On the date hereof, the Company holds 100% of the interests in the Subsidiary.

Prior to the date hereof, the Business (as this term is defined hereinafter) was separated from the other activities of the Seller’s Group and transferred to the Group Companies (as this term is defined hereinafter) by way of (i) a spin-off (apport partiel d’actifs) of the Business from the Seller to the Company, and (ii) a transfer of assets from Infovista UK Ltd. to the Subsidiary (the “Prior Restructurings”).

The Purchaser has expressed an interest in acquiring 100% of the share capital of, and voting rights in, the Company and has performed a thorough due diligence review of the Group Companies and the Business, including through (i) access to detailed information provided in the Data Room, (ii) answers provided by the management of the Group to the questions raised by the Purchaser and its Representatives in relation thereto, and (iii) attendance at various management presentations.

Considering the above, upon the terms and subject to the conditions set forth herein, the Purchaser wishes to purchase from the Seller the totality of the Transferred Shares and the Seller agrees to transfer to the Purchaser the totality of the Transferred Shares (the “Transaction”).

On 6 August 2021 (the “Put Option Date”), the Purchaser delivered to the Seller a written binding and irrevocable commitment to purchase the Transferred Shares, on the terms and subject to the conditions set forth herein (the “Put Option”).

The works council (comité social et économique) of the Seller has been duly informed and consulted in connection with the Transaction pursuant to applicable Laws and has delivered an opinion (avis) in relation thereto prior to the date hereof.  

The Parties have therefore decided to enter into this sale and purchase agreement (including the schedules hereto) (the “Agreement”) which sets out the terms and conditions of the Transaction.

Definitions

any dividend or other distribution (whether in cash or in kind (including any interim dividend, reserve or premium distribution) declared, paid or made, directly or indirectly, by any Group Company to any member of the Seller’s Group;

any payment made by any Group Company, directly or indirectly, to any member of the Seller’s Group in respect of any share capital, loan capital, bonds or other securities (in each case whether in cash, stock, in kind or any other form) of any Group Company being issued, redeemed, purchased or repaid;

the payment of management, monitoring, exit, consulting or similar fees, bonuses, incentives, or other similar fees and expenses paid, incurred or granted by any Group Company to any member of the Seller’s Group;

any gift or gratuitous payment to any member of the Seller’s Group;

the sale, purchase, transfer or disposal of any asset, right or other benefit by any Group Company in favour of any member of the Seller’s Group;

the forgiveness, repayment, deferral, release or waiver by any Group Company of any indebtedness, liability, amount and/or payment obligations of any kind (including any interest thereon) owed by any member of the Seller’s Group or any claim outstanding against any member of the Seller’s Group;

any Encumbrance made, created or granted over the assets of any Group Company, in favour of any member of the Seller’s Group;

the borrowing of any monies by any member of the Seller’s Group from any Group Company or the granting of any indemnity or guarantee by any Group Company on behalf or for the benefit of any member of the Seller’s Group;

the payment made by any Group Company to any director, officer, employee or service provider of a Group Company of any exit or transaction bonus or any other similar payment in connection with the Transaction;

the payment by any Group Company to any member of the Seller’s Group or to any third party in respect of any fees of professional advisers or other fees, costs, finders’ fees, brokerage or commissions in connection with the Transaction; and

the agreement or undertaking by any Group Company to do any of the matters set out in (a) to (j) above, and

any Taxes (excluding any recoverable VAT) arising or incurred in respect of any of the above.

any amounts or liability incurred or paid or agreed to be paid or payable in connection with any matter undertaken by or on behalf of any Group Company (i) at the prior written request or with the prior written agreement of the Purchaser, (ii) expressly provided for in this Agreement, or (iii) where specifically identified as “Permitted Leakage” in this Agreement; and

any compensation, fees or directors’ fees (including any payment of wages, bonuses, severance pays or other amounts) due to directors and employees, consultants or service providers of the Group Companies in the Ordinary Course of Business, in each case, other than, for the avoidance of doubt, any payment made in connection with the Transaction,

Principles of Construction

references to Articles, paragraphs, Exhibits and Schedules are to articles, paragraphs exhibits and schedules to this Agreement unless otherwise indicated;

references to an “entity” shall be construed so as to include any company, joint venture, association, “fonds commun de placement”, “fonds professionnel de capital investissement” trust, economic interest group (groupement d'intérêt économique) or other organization, enterprise, partnership or entity, whether or not having a separate legal personality (personalité morale) and, as the case may be, wherever and however incorporated or established;

references to a “person” shall be construed so as to include any individual or entity;

references to “best efforts” or “reasonable efforts/commercially best efforts” shall be construed respectively, as obligation de moyens renforcée and obligation de moyens simple;

references to any French legal term for any action, remedy, method of judicial proceedings, legal document, legal status, court, official, or any legal concept or thing shall in respect of any jurisdiction other than France be deemed to include what most nearly approximates in that jurisdiction to the French legal term;

a reference to a specific time of day shall be local time in Paris, France;

references to the singular shall include the plural and vice versa and references to one gender include any other gender;

references to “EUR”, “euros”, or “€” are references to the lawful currency of France from time to time;

general words shall not be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by the general words and the words “includes” and “including” shall be construed without limitation;

to the fullest extent permitted by applicable Law, each Party hereby expressly waives the provisions of article 1190 of the French Civil Code; and

French wording inserted in italics refers to French legal concepts and shall be interpreted in compliance with French Law.

Sale and purchase of the Transferred Shares

Purchase price

Determination of the Purchase Price

Payment of the Purchase Price

On the Closing Date, the Purchaser shall pay to the Seller the full amount of the Purchase Price by wire transfer of immediately available funds, free of any bank or other charges, to the Seller’s bank account, the Payment Account Details of which are set forth in Schedule 4.2, which shall be credited with value date on the Closing Date.

The Parties hereby agree that, upon payment in full of the Purchase Price in accordance with the terms of this Article 4.2, the Purchaser shall be released from its obligations in respect of the payment of the Purchase Price to the Seller and shall have no further liability in relation thereto.

Pre-Closing matters

Conduct of business

Subject to the provisions of Articles 5.1(b) and 5.1(c), during the period from the date hereof until the Closing Date, the Seller will, to the extent of its rights and powers as shareholder, director or members of any management or supervisory board of the Group Companies, (i) use all reasonable efforts to ensure that the Group Companies operate and conduct their activities in their Ordinary Course of Business, and (ii) ensure that none of the Group Companies will:

act in any manner which is inconsistent with the provisions of this Agreement;

transfer shares and other securities it owns in another Group Company;

increase, redeem, repay, amortize, repurchase or decrease its share capital, issue any other securities or make any other amendment to its Organisational Documents or pass any resolution that is inconsistent with the provisions of such Organisation Documents;

declare or pay a dividend or an interim dividend or other distribution;

approve a wind-up, merger, split-up, contribution or sale of its business as a whole or of any of its divisions (branche d'activité) or transfer, contribute or dispose of any business as a going concern (fonds de commerce), to or with any third party;

incur any indebtedness for borrowed money;

acquire any asset (including real estate) or interest in any entity or any business as a going concern (fonds de commerce), other than the acquisition of securities for cash management purposes;

make any unbudgeted operating capital expenditure, which, in the aggregate, is in excess of [***] euros (EUR [***]);

grant any loan to any third parties, except payment terms for goods or services provided in the Ordinary Course of Business;

guarantee the obligation of any third party (other than another Group Company);

create, grant, extend or issue any Encumbrance over any of its material assets and its shares other than in the Ordinary Course of Business;

substantially modify or terminate any Material Contract other than in the Ordinary Course of Business (without prejudice to the provisions of Article 5.4);

makes, changes or rescinds (or applies to make change or rescind) any material Tax election, change any annual Tax accounting period, adopt or change any material Tax or accounting method, procedure or principle (save as may be necessary to comply with changes in statements of standard accounting practice), consent to any extension or waiver of the limitation period applicable to any

material Tax claim or material Tax assessment, amend any material Tax Return, initiate any voluntary disclosure or similar program with any Taxation Authority with respect to Taxes or surrender any right to claim any Tax refund, offset or other reduction in a Tax liability;

enter into or modify any agreement with any Senior Employee to provide for severance payments or other termination indemnities or to grant any increase in compensation or other benefit to such Senior Employee, except for such increases and benefits imposed by Law, the collective agreements or employment contracts in force at the date of this Agreement (which shall include normal periodic performance reviews and related compensation and benefit increases and payment or reimbursement of travel and other business expenses) or provided for in the Group Companies’ annual budget;

enter into any settlement or compromise of any dispute, proceeding or litigation; and

enter into any commitment to do any of the above.

The provisions of Article 5.1(a) shall not operate so as to restrict or prevent any matter or action:

consented to by the Purchaser in accordance with Article 5.1(c);

which constitutes a Permitted Leakage

required by applicable Law or any Governmental Authority;

for which the consultation of the Purchaser to obtain its prior consent in accordance with Article 5.1(c) may result in a breach of applicable antitrust or foreign investment Law; or

taken as a response to any Pandemic Measures or any other action taken in accordance with applicable Laws in response to, or in the context of, the COVID-19, and which is reasonably necessary (a) to protect the health, safety and welfare of the directors, officers or employees of the Group Companies and other individuals having business dealing with the Group Companies or the Business, or (b) to respond to third-party supply or service disruptions caused by COVID-19.

For the purposes of granting any consents which may be requested by the Seller pursuant to this Article 5.1, the Purchaser hereby designates [l] with immediate effect and represents and warrants to, and agrees with, the Seller that [l] shall have full capacity and right to give any such consents on behalf of the Purchaser during the full duration of the Agreement. The Purchaser shall within three (3) Business Days from receipt of a written request for consent from the Seller (which shall be accompanied by such available information reasonably necessary for the Purchaser to give its approval or disapproval) submit its approval (such approval not to be unreasonably withheld, conditioned or delayed, having due consideration for the interests of the Group Companies) or disapproval (which shall indicate the reasons for so objecting in reasonably sufficient details) to the Seller. If such approval or disapproval is not submitted within the above-mentioned period

of three (3) Business Days, the concerned action shall be deemed to have been consented to by the Purchaser for the purposes of this Article 5.1.

Absence of Leakage

The Seller (i) represents and warrants to the Purchaser that no Leakage has taken place between the Locked Box Date (excluded) and the date hereof, and (ii) undertakes to procure that no Leakage will be effected between the date hereof (included) and the Closing Date.

If a Leakage occurs between the Locked Box Date (excluded) and the Closing Date (included), the Seller shall repay to the Purchaser a sum equal to (i) the amount of such Leakage received by (or for the benefit of) the Seller and/or any member of the Seller’s Group (or a third party for the account of the Seller and/or a member of the Seller’s Group), on a Euro for Euro basis, plus (ii) the amount of any Loss reasonably incurred by the Purchaser or any Group Company in connection therewith (including any cost, fees and charges reasonably incurred by the Purchaser or any Group Company in connection with any proceeding they may have initiated in accordance with the terms herein in order to obtain the repayment of such Leakage).

The Seller expressly undertakes, between the date hereof and the Closing Date, to notify the Purchaser in writing promptly after becoming aware of any Leakage; in which case, the Purchase Price shall be reduced by the amount of such known Leakage. The Parties hereby agree that any payment made by the Seller under this Article 5.2 shall be deemed to constitute a reduction of the Purchase Price and agree to treat any such payment as such for all Tax, accounting and financial reporting purposes.

For the avoidance of doubt, (A) the Seller shall not be liable to reimburse the Purchaser in respect of any Permitted Leakage, and (B) a Leakage may not be repaid more than once to the Purchaser (and to the extent any Leakage is due to the Purchaser, the Purchaser shall procure that the Group Companies shall not claim for the payment of the same from the Seller or its Affiliates).

Notwithstanding anything to the contrary herein, the Seller shall not have any repayment liability under this Article 5.2, unless:

Closing has occurred;

a claim has been notified by the Purchaser to the Seller in writing on or before the date which is six (6) months as from the Closing Date, and sets out the Purchaser’s calculation of the amount and all reasonably sufficient details and information evidencing such Leakage; and

proceedings have been brought against the Seller within three (3) months as from the receipt by the Seller of the notice sent by the Purchaser in accordance with paragraph (ii) above, if the relevant claim has not been agreed in writing by the Seller

Substitution and release of Seller Guarantees

The Purchaser acknowledges that the Seller and/or certain of its Affiliates have given or provided the guarantees and/or other undertakings listed in

Schedule 5.3 (the “Seller Guarantees”) to third parties in respect of obligations of the Group Companies.

During the period from the date of this Agreement to the Closing Date, the Purchaser shall use its best efforts (including via the offer of substitute guarantees, arrangements or undertakings by the Purchaser to the third party beneficiaries of the relevant Seller Guarantees), with the assistance and cooperation of the Seller, as may be reasonably necessary, to obtain (i) all third party consents required to cause the Purchaser and its Affiliates to be irrevocably and unconditionally substituted as of the Closing Date (excluded) for the Seller and/or its Affiliates in respect of all obligations of the Seller and/or its Affiliates under the Seller Guarantees; and (ii) the full and complete, irrevocable and unconditional release of the Seller and/or its Affiliates as of the Closing Date from all of its/their obligations, liabilities and indebtedness under the Seller Guarantees, on terms reasonably satisfactory to the Seller. The Purchaser shall inform the Seller of the steps undertaken by the Purchaser thereof and shall send reasonable prior notice to the Seller of any meeting with any third party beneficiary of a Seller’s Guarantee to which it is invited to participate and, to the extent legally feasible, the Seller shall be entitled to attend such meeting.

To the extent and for so long as any third party consent and/or release has not been obtained in respect of any Seller Guarantees (the “Unreleased Guarantees”), from and after the Closing Date, to the extent any such Unreleased Guarantees remain in place, the Purchaser shall indemnify and hold the Seller and its Affiliates harmless, on a Euro for Euro basis, from and against all amounts paid, and liabilities incurred, by any of them in respect of any such Unreleased Guarantees; provided, however, that the Purchaser shall continue to use its best efforts, with the reasonable assistance and cooperation of the Seller as may be necessary, to obtain the full and complete, irrevocable and unconditional release of the Seller and its Affiliates from all of their obligations, liabilities and indebtedness under or in relation to each Unreleased Guarantee as soon as possible after the Closing.

Third Party Consent

During the period from the date of this Agreement to the Closing Date (included), the Seller shall use and shall cause the Company to use its commercially best efforts to obtain, on or prior to the Closing Date, from each of the entities identified in Schedule 5.4, confirmation that such entities will waive their right, resulting from the consummation of the transactions provided in this Agreement, of termination and/or of modification of the applicable commercial agreements entered into with the Group Companies to which they are parties (the “Third Party Consents”); provided that (A) neither the Seller nor any of its Affiliates nor the Company shall (i) amend (or agree to amend) any of the material terms or conditions of such commercial agreements, except where the Purchaser has consented in writing to such change and agreed to hold the Seller harmless from and against the consequences of such change (in which case the Seller shall be required to accept such change) or (ii) be required or entitled to compromise any right, asset or benefit, to expend any amount, to make any payment or deliver any guarantee or similar undertaking to any third party to obtain a Third Party Consent (unless otherwise expressly agreed in writing by both the Seller and the Purchaser) and (B) the Purchaser shall assist and cooperate in good faith with the Seller to obtain the Third Party Consents.  

In connection with the obtaining of the Third Party Consents, the Seller undertakes to:

keep the Purchaser informed in writing as to the progress in obtaining the Third Party Consents and any event of which the Seller is aware that may prevent or delay any of the Third Party Consents from being obtained prior to Closing, promptly upon becoming aware of such event; and

notify and provide copies of the relevant confirmatory documentation or material to the Purchaser promptly upon becoming aware of any of the Third Party Consents being obtained.

Key Employees

Access to Records and Management

Closing

Closing Date

within 5 Business Days after the date hereof (and in any event no later than the date falling 5 Business Days after the date hereof), or

on such other date as expressly agreed in writing amongst the Parties.

Closing matters

Seller’s undertakings on the Closing Date

On the Closing Date, the Seller shall deliver or make available to the Purchaser the following documents:

duly completed, executed and dated share transfer forms (ordres de mouvements de titres) relating to the transfer of ownership of all the

Transferred Shares in favour of the Purchaser with effect as at the Closing Date;

three (3) duly completed, executed and dated tax transfer forms (formulaire Cerfa n°2759 DGI) in respect of the transfer of all the Transferred Shares to the Purchaser with effect as at the Closing Date;

the up-to-date security transfer register (registre de mouvements de titres) and shareholders’ accounts (comptes individuels d'associés) of the Company, evidencing the transfer of all the Transferred Shares to the Purchaser, effective as at the Closing Date;

duly signed resignation letters with effect as from the Closing Date of the individuals listed in Schedule 6.2 from their office as director or other management body of a Group Company, substantially in the form set out in Schedule 6.2; waiving irrevocably any claim against any Group Company in respect of their position;

a written statement by the Seller confirming that, on the Closing Date, the Seller has no outstanding claims against any Group Company or any of their respective directors, managers or employees (other than, as the case may be, in relation to the pending dispute with Mr. Jorge Hernandez);

all applicable KYC requirements as reasonably requested by the Purchaser to the Seller no later than five (5) Business Days prior to the Closing Date; and

two secured USB sticks on which all the Disclosed Information shall be copied, one USB stick being kept by each Party.

Purchaser’s undertakings on the Closing Date

evidence (by delivery of an irrevocable order of wire transfer and a copy of the corresponding SWIFT confirmation), of due payment in full of the Purchase Price by the Purchaser to the Seller, with value date as at the Closing Date, in accordance with the terms of this Agreement; 

all applicable KYC requirements as reasonably requested by the Seller and/or its Affiliates no later than five (5) Business Days prior to the Closing Date.

Inter-conditionality

Termination right of the Purchaser

If the Seller fails to comply with its obligations set out in Articles 6.2(a) on the date set for Closing, unless the Purchaser agrees to effect Closing so far as practicable having regard to the defaults which have occurred (or pursue the specific performance of the Agreement (“exécution forcée’’) as the case may be) or the Parties agree to set a new date for Closing (in which case all references in this Agreement to the “Closing Date” shall be understood as a reference to such new date set for Closing and the provisions of Articles 6.2, 6.3 and 6.4 shall apply mutatis mutandis, but provided such deferral may only occur once), the Purchaser shall be entitled (in addition to and without prejudice to all other rights or remedies available to it, including the right to claim damages), by written notice to the Seller served on the Closing Date, to terminate this Agreement (except for the Surviving Provisions, which shall continue to apply) on the Closing Date (and on that date only) without liability on its part.

The exercise of the foregoing termination right shall be effected without the need to serve a prior written notice (sans mise en demeure préalable).

Termination right of the Seller

If the Purchaser fails to comply with the provisions of Article 6.2(b) on the date set for Closing, the Seller shall be entitled (in addition to and without prejudice to all other rights or remedies available to it, where applicable, including the right to claim damages or pursue the specific performance of the Agreement (“exécution forcée’’) as the case may be), by written notice to the Purchaser served on the date set for Closing:

to terminate this Agreement (except for the Surviving Provisions, which shall continue to apply) on the Closing Date (and on that date only) without liability on the part of the Seller;

to effect Closing so far as practicable having regard to the defaults which have occurred (or pursue the specific performance of the Agreement (“exécution forcée”) as the case may be); or

to set a new date for Closing (not being more than ten (10) Business Days after the agreed date for Closing), in which case all references in this Agreement to the “Closing Date” shall be understood as a reference to such new date set for Closing, and the provisions of Articles 6.2, 6.3 and 6.5 shall apply mutatis mutandis, but provided such deferral may only occur once.

The exercise of the foregoing termination right shall be effected without the need to serve a prior written notice (sans mise en demeure préalable).

Representations and warranties of the Purchaser AND THE PURCHASER PARENT

Existence - Incorporation

The Purchaser is duly incorporated and validly existing under the Laws of Ireland.

The Purchaser Parent is duly incorporated and validly existing under the Laws of Delaware.

The Purchaser is and shall remain at the Closing Date under the Control of the Purchaser Parent.

Authority and capacity

Each of the Purchaser and the Purchaser Parent has full power and authority to enter into this Agreement and any other agreement or document to be entered into pursuant to this Agreement and to perform the obligations to which it is bound under this Agreement and any other agreement or document to be entered into pursuant to this Agreement, and more generally to consummate the Transaction, and has obtained all necessary consents and authorisations to enter into and perform this Agreement and any other agreement or document entered into pursuant to this Agreement, and to consummate the Transaction.

This Agreement, upon execution, respectively, by the Purchaser and the Purchaser Parent, will constitute for each of the Purchaser and the Purchaser Parent a valid and binding agreement enforceable against it in accordance with its terms. The individual signatory executing this Agreement in the name and on the behalf of each of the Purchaser and the Purchaser Parent is duly authorized to act on behalf of it for the purposes herein;

Each of the Purchaser and the Purchaser Parent is in good standing, is not insolvent (“en état de cessation de paiements”), nor subject to any safeguard, bankruptcy, moratorium, amicable, insolvency proceedings under any applicable Law, or equivalent proceedings, in particular to any proceedings with a view to the prevention or resolution of financial difficulties. Neither the Purchaser nor the Purchaser Parent is subject to a judgment of, or requested for, dissolution, liquidation, or receivership.

Absence of violation

Governmental consents

Financing

Without prejudice to the Parent Guarantee and the provisions of Article 20, the Purchaser represents and warrants that it has, and will have at Closing, on an unconditional “certain funds” basis, all available funding, from available balance sheet cash of the Purchaser, as necessary to ensure that all amounts payable or that may become payable pursuant to this Agreement (including for the avoidance of doubt, the full payment of the Purchase Price) are paid on the date they become due and payable in accordance with the terms herein (the “Available Cash Funding”).

The Purchaser further represents and warrants that (i) the Available Cash Funding (x) is not and shall not be subject to any condition whatsoever (including any financing condition) which could limit its use or availability, and (y) shall, as from the date hereof until the Closing Date (included), remain available in order to perform the effective payment of the Purchase Price at Closing and any other payments to be made pursuant to this Agreement, and (ii) nothing herein shall be construed or shall otherwise imply that the obligations of the Purchaser hereunder are subject to the availability and/or drawing of the Available Cash Funding or of any debt or equity financing whatsoever.

The Purchaser Parent represents and warrants that it has, and will have at Closing, on an unconditional “certain funds” basis, all available funding, from available balance sheet cash of the Purchaser Parent, as necessary to ensure that all amounts payable under the Parent Guarantee are paid on the date they become due and payable in accordance with the terms of Article 20.

Representations and warranties of the Seller

Fundamental Representations and Warranties of the Seller

the Seller has full power and authority to enter into this Agreement and any other agreement or document entered into pursuant to this Agreement and to perform the obligations to which it is bound under this Agreement and any other agreement or document entered into pursuant to this Agreement, and more generally to consummate the Transaction, and has obtained all necessary consents and authorisations required to be obtained by it (and not by the Purchaser) to perform this Agreement and any other agreement or document entered into pursuant to this Agreement, and to consummate the Transaction;

this Agreement, upon execution by the Seller, will constitute for the Seller a valid and binding agreement, enforceable against it in accordance with its terms;

the Seller is not insolvent (“en état de cessation de paiements”), nor subject to any safeguard, bankruptcy, moratorium, amicable or insolvency proceedings under any applicable Law, or equivalent proceedings, in particular to any proceedings with a view to the prevention or resolution of financial difficulties. It is not subject to a judgment of, or requested for, dissolution, liquidation, or receivership;

the execution and the performance by the Seller of this Agreement and any other agreement entered into pursuant to this Agreement shall not constitute a violation of, or a default under, or conflict with (i) any term or provision of the Organisational Documents of the Seller, (ii) any contract to which the Seller is a party (without prejudice, for the avoidance of doubt, to the Third Party Consents), (iii) any Order applicable to the Seller or by which the Seller or any of its properties and assets are bound, or (iv) any applicable Law;

on the Closing Date, the Seller will be the sole owner of the Transferred Shares. Such Transferred Shares will, on the Closing Date, be fully paid-up, validly issued and free from any Encumbrances. There is no agreement or arrangement to which the Seller or any of its Affiliates is a party relating to the transfer of ownership of all or part of the Transferred Shares other than this Agreement and the Put Option;

each Group Company is duly organized and validly existing under the Laws of its jurisdiction of incorporation;

none of the Group Companies is insolvent (“en état de cessation de paiements”), nor subject to any safeguard, bankruptcy, moratorium, amicable or insolvency proceedings under any applicable Law, or equivalent proceedings, in particular to any proceedings with a view to the prevention or resolution of financial difficulties. None of the Group Companies is subject to a judgment of, or requested for, dissolution, liquidation, or receivership;

on the Closing Date, other than the Transferred Shares, there will be no authorized or outstanding securities, warrants, agreements or commitments of any nature pursuant to which the Company shall issue, deliver or sell, or cause to be issued, delivered or sold, any authorized or outstanding shares of the share capital, or any securities convertible into, exchangeable for or otherwise giving access to the share capital of, or voting rights in, the Company;

The Company holds directly 100% of the share capital of, and voting rights in, the Subsidiary, and there are no securities or agreements pursuant to which the Subsidiary shall issue, deliver or sell, or cause to be issued, delivered or sold, any authorized or outstanding shares of its share capital, or any securities convertible into, exchangeable for or otherwise giving access to its share capital or voting rights, to any person other than another Group Company as the case may be;

There are no Encumbrances over any of the Transferred Shares;

The Company does not hold any shareholding or interest in any entity other than the Subsidiary; and

None of the Group Companies has any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to any of the transactions contemplated by this Agreement.

Business representations and warranties

No other representations or warranties

Indemnification by the Seller

Liability of Seller

General provisions

For the purpose of computing the amount of any Loss, only damages legally qualifying as “préjudice direct et certain” under French Law and effectively suffered or incurred by the Purchaser or the Group Companies, as the case may be, shall be taken into account. For the avoidance of doubt, the determination of a Loss shall exclude (i) any loss of opportunity

(“perte de chance”) or loss of profit or earnings (“manque à gagner”), (ii) the application of any multiple to any accounting value or other valuation methodology which may be implicit in the Purchase Price, and (iii) any indirect, unpredictable (“imprévisible”) or contingent loss or damages.

The liability of the Seller shall be reduced by the amount, if any, of any Tax benefit (taking into account any Tax reduction, refundable Tax credit, recoverable VAT or Tax deduction, such as an increase of carried forward Tax losses) directly attributable to the fact, matter or circumstance giving rise to such Loss and which is effectively available to the Purchaser or any Group Company for the financial year during which the fact, matter or circumstance giving rise to the Loss occurred (or to which it related).

In calculating the amount of any “Loss”, there shall be deducted the amount of any provision or reserve recorded in the Locked Box Accounts as at the Locked Box Date in connection with the fact, matter or circumstances giving rise directly to the Loss.

No Loss shall be indemnified by the Seller to the extent that any such Loss or any part thereof results from the passing of, or any change (even with a retroactive effect) in, any Law (including accounting principles) or administrative practice after the date hereof, including (without prejudice to the generality of the foregoing) any increase in the Tax rates, any imposition of Tax or any withdrawal of Tax relief.

In calculating the amount of the indemnification to be paid under Article 9.1, shall be deducted the amount of any insurance proceeds or other third party indemnification covering such Loss and which is actually received by the Purchaser, any of its Affiliates or any Group Company after deduction of the reasonable costs incurred by the Purchaser and/or the Group Companies to receive such indemnification.

Notwithstanding anything to the contrary herein, the Seller shall have no liability under this Article 9, unless Closing has occurred.

Qualification

Disclosures

No double claims

If the same facts, matters or circumstances give rise to the breach of more than one of the Representations and Warranties, such facts, matters or circumstances shall give rise to a single indemnification but shall not give rise to indemnification more than once.

The Purchaser shall not be entitled to recover, directly or through any Group Company, from the Seller under this Agreement or under any other agreement entered into in connection with this Agreement, more than once in respect of the same Loss, and accordingly the Seller shall not be liable under this Agreement if and to the extent that the Loss is or has been recovered under another agreement.

Mitigation of Loss

Conduct of Claims

If the Purchaser or any Group Company becomes aware of any fact, matter or circumstance that may give rise to a Claim against the Seller under this Article 9, notice of that fact, matter or circumstance shall be given to the Seller as soon as possible, and in any event within ten (10) Business Days at the latest after the Purchaser or any Group Company is aware of such fact, matter or circumstance (the “Claim Notice”), it being agreed that any Claim Notice given by the Purchaser later than the foregoing date shall not relieve the Seller of its indemnification obligations, except to the extent that the Loss suffered by the Purchaser or the relevant Group Company is increased by the failure to give the Claim Notice on or before such date, in which case the Seller shall not indemnify the Purchaser for the amount by which the Loss has been increased as a result of such delay.

The Claim Notice must specify in detail (i) the Representations and Warranties which are alleged to have been breached or to be inaccurate, (ii) the fact, matter or circumstance which gives rise to the Claim, (iii) the nature of the alleged Loss, (iv) the amount claimed in respect thereof setting forth the Purchaser’s calculation of the alleged Loss (such amount shall be provided as soon as it is determined if not known at the time of the Claim Notice), and (v) the available supporting documents to the Claim.

To the extent a Claim is made as a result of or in connection with a claim made by a Third Party, the Purchaser shall (i) associate the Seller (at the Seller’s cost and expenses) to the defence of the Claim, provide all reasonable information required in connection with such claim and its progress (to the extent such information is relevant in respect of the claim made by the Purchaser) and take into account the Seller’s reasonable comments thereof, and (ii) not settle, compromise or admit any liability in respect of such Third Party Claim without the written consent of the Seller (such consent not to be unreasonably withheld, conditioned or delayed), failing which the Purchaser shall not be entitled to make any Claim in respect of any Loss or any part thereof in relation to such third party claim, and shall not be indemnified in respect of any such Loss or any part thereof by the Seller.

Payments

The payment of any sum due by the Seller to the Purchaser under this Article 9 shall be made within thirty (30) days as from the date upon which the amount of the Seller’s liability

to the Purchaser shall have been finally determined pursuant to either (i) an amicable settlement between the Purchaser and the Seller, or (ii) an immediately enforceable decision of a court of competent jurisdiction (“decision exécutoire”).

If the Seller pays an amount in discharge of any Claim under this Agreement and the Purchaser or any Group Company subsequently recovers (whether by payment, discount, credit, relief or otherwise) from a third party an amount in respect of the same Loss (including, for the avoidance of doubt, insurance receipt), the Purchaser shall promptly pay in cash on behalf of itself or of the relevant Group Company, as the case may be, to the Seller the amount so recovered (up to the amount previously paid by the Seller to the Purchaser).

Limitations of liability

Time limits

No Claim made pursuant to this Article 9 shall give rise to an indemnification obligation by the Seller if the Claim Notice of such Claim is made to the Seller (A) in respect of any Claim in connection with a breach or inaccuracy of the Fundamental Warranties, after the expiry of a period of two (2) years as from the Closing Date, or (B) in respect of any Claim in connection with a breach or inaccuracy of the Business Warranties, after the expiry of a period of twelve (12) months as from the Closing Date (as applicable, the “Expiry Date”);

If a Claim is made before the Expiry Date, it shall be deemed withdrawn three (3) months after the Claim Notice unless Legal Proceedings in respect of it have been commenced by the Purchaser against the Seller prior to the expiry of such three-month period.

Minimum Claim / Threshold

The Seller shall not be liable in respect of any single Claim unless the total amount of Losses resulting from any such Claim exceeds €[***] (and, for these purposes, Claims arising out of the same subject matter, facts, events or circumstances shall be aggregated to form a single Claim) ; and

The Seller shall not be liable in respect of any Claim until the cumulative and aggregate amount of Losses resulting from all Claims (other than Claims excluded by paragraph (i)) exceeds €[***], in which case the Seller shall be liable for the entire amount of such Claims (other than Claims excluded by paragraph (i)) and not merely the excess.

Maximum Amount

Subject to the provisions of paragraph (iii), the aggregate liability of the Seller under this Agreement in respect of all Claims in connection with a breach or inaccuracy of the Fundamental Warranties shall in no event exceed an amount equal to the Purchase Price.

Subject to the provisions of paragraph (iii), the aggregate liability of the Seller under this Agreement in respect of all Claims in connection with a breach or inaccuracy of the Business Warranties shall in no event exceed an amount equal to [***]% of the Purchase Price actually received by the Seller.

Without prejudice to the foregoing, the aggregate liability of the Seller under this Agreement in respect of all Claims (in connection with a breach or inaccuracy of both the Fundamental Warranties and the Business Warranties) shall in no event exceed an amount equal to the Purchase Price.

Purchaser’s acknowledgements

Due Diligence

Exclusivity of remedy

Good faith

Termination

Termination events

Effect of Termination

Post-Closing obligations

Access to information and Records after Closing

In the event the Seller (or its representatives appointed as directors or supervisory board member of the Group Companies, as the case may be) or any Affiliates of the Seller is subject to any investigation by or demand from any Governmental Authorities (whether relating to Tax matters or otherwise) or involved in any claim or Legal Proceedings, the Purchaser shall, at the request of the Seller, grant access to the Seller, and shall procure that the Group Companies grant access to the Seller to, and provide copies of, the Records of the relevant Group Companies for periods prior to and including the Closing Date, provided however that any such access shall be granted during the relevant Group Companies’ normal business hours, shall be limited to what is reasonably required in connection with such investigation, demand, claim or Legal Proceedings, and shall not unreasonably interfere with the operations of the relevant Group Companies as may be then conducted.

During the later of (i) a period of five (5) years as from the Closing Date, and (ii) the applicable retention period as per applicable Law, the Purchaser agrees not to, and to cause its Affiliates and the Group Companies not to, destroy or otherwise dispose of Records relating to the Group Companies for the period prior to Closing without the prior written consent of the Seller.

Directors of the Group Companies

approve the resignation, effective as from the Closing Date, of the directors and board members referred to in Article 6.2(a)(i)(D); and

grant full discharge (quitus) to such resigning directors and board members for their management during the period prior to Closing Date.

No Recourse against Non-Parties

All claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in or in connection with this Agreement), may be made only against the persons that are expressly identified as Parties hereto.

No person who is not a Party to this Agreement, including without limitation any Group Company or any director, officer, employee, incorporator, member, partner, shareholder, Affiliate, agent, attorney, adviser or representative of any Party to this Agreement (the “Non-Party Affiliates”), shall have any liability for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution and each Party hereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of this provision of this Agreement.

No individual who in his/her capacity as agent, legal representative or otherwise, signs this Agreement or any agreement, certificate or other document in relation therewith on behalf of any Party hereto (a “Non-Party Individual”) shall have any liability for any obligations or liabilities arising under, in connection with or related to this Agreement or any agreement, certificate or other document in relation therewith, or for any claim based on, in respect of, or by reason of this Agreement or any agreement, certificate or other document in relation therewith, or their negotiation or execution; and each Party hereto waives and releases all such liabilities, claims and obligations against any such Non-Party

Individual. Non-Party Individuals are expressly intended as third party beneficiaries of this provision of this Agreement.

Use of Seller Trademarks and Logos

The Purchaser acknowledges that it is not purchasing, acquiring or otherwise obtaining any right, title or interest in the name/acronym "InfoVista" in any trade names, trademarks, identifying logos or service marks related thereto or containing the acronym "InfoVista" or any part or variation of any of the foregoing or any similar trade name, trademark or logo (collectively the “Seller Trademarks and Logos”). The Purchaser shall not, and shall procure that the Group Companies shall not, use the Seller Trademarks and Logos from and after the Closing Date except that for a period of three (3) months after the Closing Date, the Group Companies may use marketing or other materials (including letters, brochures and business cards), if and to the extent such materials were in existence on the Closing Date, and may display the Seller Trademarks and Logos on their respective assets (including any equipment, machines, cars, uniforms and buildings) pending the prompt removal of such trademarks and logos, if and to the extent the Seller Trademarks and Logos were affixed to such assets on the Closing Date, it being provided that such use of the Seller Trademarks and Logos shall be in a manner which is consistent with the use of the Seller Trademarks and Logos prior to the Closing Date, does not create confusion as to the origin of the services provided by the Group Companies and does not cause any Loss to the Seller and its Affiliates or to the Seller Trademarks and Logos. The Purchaser shall procure that the Group Companies, within the abovementioned period as from Closing, affixes on all such materials a label indicating a name associated with the Purchaser and definitively removes Seller Trademarks and Logos from all of their respective assets.

For the avoidance of doubt, without prejudice to the provisions of this Clause 12.4, no royalties or other fees, costs or liability for the utilization of the Seller Trademarks and Logos will be due, paid or incurred by the Group Companies or the Purchaser vis-à-vis the Seller or any of its Affiliates during the period from the Closing Date until the date on which they are removed, to the extent full removal takes place no later than three (3) months after Closing and utilization is made in accordance with the provisions of Clause 12.4.

Insurance replacement

acknowledges and agrees (on its behalf and on behalf of the Group Companies following Closing) that upon Closing, all insurance coverage provided in relation to the Group Companies and the Business pursuant to policies maintained by the Seller or any member of the Seller’s Group (including as umbrella or group policies) will automatically terminate and no further coverage will be available to the Group Companies under any such policies; and

shall procure that the Group Companies enter into such new insurance policies, taking into account their existing stand-alone insurance policies as the case may be, reasonably required to appropriately insure the Group Companies and the Business with effect as from Closing.

Transition Period

Confidentiality/announcements

Confidentiality

Subject to Articles 13.1(b) and 13.2, the Parties shall keep confidential the contents of this Agreement, and in particular the Purchase Price.

The Parties may disclose such information if and to the extent:

required by the Law of any relevant jurisdiction or by any recognized securities exchange or by any regulatory or governmental body, but only after prior consultation (where legally feasible and practicable) with the Seller (in case of disclosure by the Purchaser) or the Purchaser (in case of disclosure by the Seller);

required in connection with any claim or other Legal Proceedings;

such information is disclosed on a strictly confidential basis to (A) any of its professional advisers, or auditors or to (B) any of its Affiliates, in any case on a need-to-know basis;

the information has come into the public domain otherwise than through a breach of this Article 13.1 or a breach by a third party of its confidentiality undertakings;

prior written consent to the disclosure has been given by the Seller (in case of disclosure by the Purchaser) or the Purchaser (in case of disclosure by the Seller); or

required to enable the relevant Party to enforce its rights or remedies under this Agreement.

The present confidentiality undertaking shall remain in force for a period of five (5) years starting from the date of signature of this Agreement.

The Parties agree to terminate the confidentiality agreement entered into between the Seller and the Purchaser on [l] January 2021 (the “Confidentiality Agreement”), subject to the Closing taking place and with effect from the Closing Date.

Announcements

Successors and Assigns – Third party beneficiaries

General provisions

Variation

Payments

Withholdings and deductions

Costs

Cooperation

Parent Guarantee

The Purchaser Parent hereby irrevocably and unconditionally undertakes and agrees to guarantee and be liable for, the payment by the Purchaser to the Seller of all amounts payable or that may become payable by the Purchaser to the Seller pursuant to the terms and conditions of this Agreement (including, for the avoidance of doubt, the payment of the Purchase Price in accordance with Article 4.2) (the Parent Guarantee).

The Purchaser Parent hereby agrees that the Parent Guarantee shall remain in full force and effect until the earlier of (i) the date of termination of this Agreement in accordance with Clause 11, without any liability or indemnification being due by the Purchaser in relation thereto, and (ii) the date upon which the Purchaser is discharged in full of all outstanding liability or payment obligations owed to the Seller in accordance with this Agreement.

For the avoidance of doubt, the Seller shall not be required to pursue or enforce payment or any remedy or recovery against the Purchaser prior to enforcing the Parent Guarantee, it being specified that the Purchaser Parent agrees to pay to the Seller any requested amount due by the Purchaser pursuant to the terms and conditions of this Agreement upon first written demand of the Seller.

The Parties acknowledge and agree that in respect of the payment obligations of the Purchaser under this Agreement, the Purchaser and the Purchaser Parent are acting jointly and severally (conjointement et solidairement).

Liability of each Party

Notices

in the case of notices served by hand delivery, sent and received on the date of receipt;

in the case of notices via registered letter with acknowledgement of receipt, sent at the date of postmark stamped on the sending receipt and received on the day of first presentation (or the next Business Day if such day of first presentation is not a Business Day);

in the case of notices sent by international courier, sent at the date of collection shown on by the monitoring document produced by the international courier service and received on the day of first presentation (or the next Business Day if such day of first presentation is not a Business Day);

in the case of e-mails sent before 6:00 p.m. (CET), sent the day of sending and received the day of sending (or the next Business Day if the day of sending is not a Business Day). In the case of e-mails sent after 6:00 p.m. (CET), sent and received the Business Day following the day of sending.

Specific performance

Unforeseeability

Each Party hereby acknowledges and agrees that the provisions of article 1195 of the French Civil Code shall not apply to it with respect to its obligations under this Agreement, and hereby expressly and irrevocably waives any rights that it may have under article 1195 of the French Civil Code and agrees not to make any claim under article 1195 of the French Civil Code (including in the event of any fluctuation or change of interest rates or market conditions).

Each Party further acknowledges, after due consideration, that there are no circumstances that cannot be foreseen at the time this Agreement is entered into which could make the

performance of its obligations excessively onerous and each Party agrees to bear its own risks in relation thereto.

Express waivers

Professional advice

Entire Agreement

Invalidity

Governing Law and Competent Courts

Electronic signature

Tax

Tax Return: Each Group Company has duly and timely filed with the appropriate Tax Authorities all Tax Returns required to be filed by or with respect to it.  All of these Tax Returns are complete and accurate in all material respects, and are not the subject of any dispute.  All Taxes due and owing by any Group Company (including installments or prepayments of Taxes) have been duly and punctually paid and each Group Company has paid all assessments and reassessments it has received in respect of Taxes.  No claim has ever been made by a Taxation Authority in a jurisdiction where a Group Company does not file a Tax Return that such Group Company is or may be subject to taxation by that jurisdiction for Taxes that would be covered by or the subject of such Tax Return.

The unpaid Taxes of any Group Company do not, as of the Locked Box Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheet (rather than in any notes thereto)], and since the Locked Box Date, no Group Company has been involved in any transaction or arrangement which has given or may give rise to a material liability for Taxes (or would have given or might give rise to a material liability but for the availability of a relief) outside the ordinary course of business.

No deficiencies or assessments or reassessments for Taxes with respect to any Group Company have been claimed, proposed or assessed by any Taxation Authority or other Governmental Authority. There are no pending audits, assessments, investigations, request for information, disputes, claims or other actions for or relating to any liability in respect of Taxes of any Group Company.  There are no matters that are under discussion with any Taxation Authority or other Governmental Authority or, with respect to Taxes that are, to the Seller’s Knowledge, likely to result in an additional liability for Taxes with respect to any Group Company.  No issues relating to Taxes of any Group Company were raised by the relevant Taxation Authority in any completed audit or examination that would reasonably be expected to result in Taxes in a later taxable period.  No Group Company has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or reassessment or deficiency or the filing of any Tax Return, nor has any request been made in writing for any extension or waiver.  No power of attorney with respect to any Taxes is currently in force or has been executed or filed with any Taxation Authority or other Governmental Authority.  Except as set forth in Schedule 1, no Group Company has requested, received or entered into any Tax ruling, determination or agreement from or with any Taxation Authority or other Governmental Authority.

No Group Company benefits or has benefited from any Tax advantage (including a carry forward or a deferment), favorable Tax regime or any aid, subsidy or other similar measure obtained in exchange for existing undertakings of the Group Companies or against an additional Tax burden, past, present or future.  

No Group Company incurs or has incurred any material Tax liability with respect to any intra-group agreements entered into among any of them. The Group Companies have kept all necessary documents to justify any amounts paid pursuant to said agreements.

The Company is not a real estate company within the meaning of Article 726 of the French Tax Code.

LOCKED BOX Accounts

The Seller has delivered to the Purchaser true and complete copies of the pro forma unaudited accounts of the Group Companies as at the Locked Box Date, as set forth in the vendor assistance report dated 31 March 2021 (the “Locked Box Accounts”). The Locked Box Accounts (i) have been prepared in accordance with applicable Laws and applicable accounting standards and the policies, principles and practices generally accepted and consistent therewith as at the Locked Box Date, and (ii) having regard to the purposes for which they were prepared, present an accurate and fair view of the financial position of each Group Company as at their respective date and of the profit and loss of each Group Company for the concerned period, in each case in accordance with applicable accounting Laws.

Records

litigation

Compliance With Laws

Each Group Company has conducted the Business, in all material respects, in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws, Ex-Im Laws and Sanctions Laws during the three years prior to the date hereof.

No Group Company has received any written notice from any Governmental Authority to the effect that, or otherwise been advised in writing by any such Governmental Authority that, it is not in compliance with applicable Laws, and to the Seller’s Knowledge no threats thereof have been made in writing by any Governmental Authority against any Group Company.

No person who performs or, to the Seller’s Knowledge, has performed services for or on behalf of any Group Company has bribed another person intending to obtain or retain business or an advantage in the conduct of business for any Group Company.

The Group’s employees benefited from reasonable adequate procedures in place at the Seller’s Group level, to prevent any persons who perform services for or on behalf of the Seller’s Group from bribing another person intending to obtain or retain business or an advantage in the conduct of business for any Group Company.

No Group Company has manufactured or sold any products which were the subject of any voluntary or mandatory recall or product warning or did not comply, in all material respects, with all regulations applicable to such products.

None of the Group Companies or any of their directors, employees, agents or representatives (in each case acting in their respective capacities within the Group) has, since the incorporation of the Company, (i) violated any Anti-Corruption Laws or (ii) offered, given, promised to give or authorized the giving of money or anything of material value, to any Governmental Authority officials or to any other person for the purpose of corruptly influence any of their act or decision in their official capacity or (iii) been subject to any investigation or proceeding for potential corruption, fraud or violation of any Anti-Corruption Laws.

None of the Group Companies or any of their directors, employees, agents or representative (in each case acting in their respective capacities with the Group Companies) has, since the incorporation of the Company, violated any Anti-Money Laundering Laws or been subject to any investigation or proceeding for potential fraud or violation of any Anti-Money Laundering Laws.

Permits

All licences, registrations, permits and authorizations that are material to the effective and lawful carrying on of the Business of the Group in the places and in the manner in which such Business is currently conducted:

have been obtained;

are valid and in full force and effect;

are being complied with in all material respects; and

none of these permits will be terminated, or will become terminable, in whole or in part, as a result of the Transaction.

The Seller has Disclosed in sections 2.79, 2.80, 2.81 and 2.82 of the Data Room complete and accurate copies of all permits used in the operation of the Business in all material respects, or otherwise held by any Group Company.

There is no action or proceeding by any Governmental Authority pending or, to the Seller’s Knowledge, threatened, seeking the revocation or suspension of any permit. All registrations,

listings, representations, filings with and submissions to any Authority made by or on behalf of the Company and/or the Subsidiary with regard to the Group’s products whether written or electronically delivered, were true, accurate and complete as of the date made, and, to the extent required to be updated, as so updated remain true, accurate and complete as of the date hereof.

material Contracts

Schedule 7 sets forth a complete and accurate list of all Material Contracts related to the Business and/or to which any member of the Group is a party or by which any Group Company is bound.

Each of the Material Contracts is in full force, effect, and binding on the parties to it.  No notice of termination of any Material Contract has been received or served by a Group Company and, subject to the terms of Article 5.4 (Third Party Consent) of the Agreement, to the Seller’s Knowledge, there are no grounds for termination, non-renewal or material change in the terms of any such Material Contract, other than in the ordinary course of business.

No Group Company is in material default under any Material Contract to which it is a party and, no other party to such a Material Contract is in material default thereunder.  There are no circumstances likely to give rise to any such default.

Subject to any warranties implied by Law, no Group Company has provided any pending warranty in relation to the sale of its products which is more onerous for such Group Company than as stipulated in the Group’s general conditions of sale and delivery in force as at the concerned date.

undisclosed liabilities

Grants

Insurance

All the insurance coverage applicable to the Group Companies and the Business derives from group policies in place within the Seller’s Group.

All premiums due and payable by any Group Company under any such insurance policies have been timely paid and none of the Group Companies is in default under any such insurance policies. There is no default under any coverage nor has there been any failure to give notice or present any claim under any coverage in a due and timely fashion. For the past three years, there have been no other claim under any insurance policies.  Group Companies have never been denied insurance coverage, nor have they been advised that their coverage will be terminating or not renewed.

Effect Of the Transaction

Neither the acquisition of the Transferred Shares by the Purchaser nor compliance with the terms of this Agreement will:

give rise to, or cause to become exercisable, any right of pre-emption over the Transferred Shares;

result in a breach of any contract, order, judgment, injunction, undertaking, decree or other like imposition;

result in the creation, imposition, crystallisation or enforcement of any Encumbrance on any of the assets of any Group Company;

entitle any person to receive from any of the Group Companies any finder’s fee, brokerage or other commission in connection with the purchase of the Transferred Shares by the Purchaser;

result in the loss or impairment of or any default under any licence, authorization or consent required by any of the Group Companies for the purposes of the Business;

result in any indebtedness of any of the Group Companies becoming due and payable, or capable of being declared due and payable, prior to its stated maturity date or in any financial facility of any of the Group Companies being withdrawn;

entitle any person to acquire or affect the entitlement of any person to acquire shares in the Company, including any accelerated vesting or exercisability of options; or

cause any Group Company to lose the benefit of any public grant, subsidy contribution or benefit from any Governmental Authority or will cause such benefit to be required to be repaid or apply on different terms and conditions.

Assets – real estate

Each of the Group Companies has legal title, right of use or a valid leasehold interest in all of its properties, and interests in properties and assets, real and personal, reflected on the Locked Box Accounts or, with respect to leased properties and assets, valid leasehold interests in such properties and assets that afford the Company and the Subsidiary valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances.

Neither the Company nor the Subsidiary currently owns, leases or occupies any real estate other than those listed in Schedule 12 (the Properties). True and complete copies of all leases, subleases and other material agreements relating to the Properties have been Disclosed in sections 2.75 and 2.76 of the Data Room. Other than in the ordinary course of business, there are no pending disputes, notices of termination, material increase of rent payable or repairs or requirements to invest in or relating to any of the Properties. Each of the Properties is served by permanent drainage, water, electricity and gas services all of which are connected to the mains by media located entirely on, in or under the Properties and the Seller has no knowledge of any imminent or likely interruption of the passage or provision of such services.

The Group Companies own or have the right to use all Assets necessary (including without limitation the business equipment and assigned IT assets), in all material respects, for the carrying out of the Business as currently carried on. All of the tangible Assets are in operating condition and repair in all material respects sufficient for the purposes for which they are currently used.

The inventories of the Business (including raw materials, supplies, work-in-progress, finished goods or other materials) (i) are in good, merchantable and useable condition in all material respects, (ii) have not been consigned to any third party (except in respect of software consigned at Logitas for escrow purposes), (iii) are at facilities either owned or leased by Seller or its Affiliates, and (iv) are, in the case of finished goods, of a quality and quantity consistent with the Ordinary Course of Business in all material respects.

No Group Company has received any written notice alleging a material breach on the part of the tenant of any covenants, conditions and agreements contained in the relevant lease, right of superficies or right of sub superficies.

Commercial Relations

A complete and accurate list of the top 10 customers and top 10 suppliers of the Group is set out in Schedule 13.

Without prejudice to the provisions of Article 5.3, none of the Seller or the Group Companies has been informed in writing that any customer or supplier of any Group Company has decided or intends to cease, reduce or otherwise adversely modify, whether immediately or in the future, its commercial relationship with any Group Company for any reason, including as a result of the Transaction.

Intellectual Property

A complete and accurate list of all of Intellectual Property Rights owned or used by each Group Company to conduct the Business in the same manner as it is currently carried on, in all material respects, has been Disclosed in sections 2.3 and 2.4 of the Data Room.

The Group Companies either own, or have valid licenses to use, all the Intellectual Property Rights required to carry on the Group’s Business in the same manner as it is currently carried on and such Intellectual Property Rights will not be lost or liable to termination as a result of the Transaction, without prejudice to the provisions of Article 12.4 (Use of Seller Trademarks and Logos) of the Agreement.  None of such Intellectual Property Rights is owned by any member of the Seller Group except as has been Disclosed in sections 2.3 and 2.4 of the Data Room.

When owned by a Group Company, such Intellectual Property Rights are fully and validly owned by the Group Company concerned, free from any Encumbrances and have not been licensed to any Third Party nor subject to any agreement that restricts their use, disclosure, licensing or transfer by the Group Companies. In all relevant jurisdictions where the Business is currently carried out, the Group Companies have properly registered and maintained their Intellectual Property Rights and performed all other formalities required by applicable Laws in connection with such Intellectual Property Rights.

Each license relating to Intellectual Property Rights to which any Group Company is a party as licensee or licensor is in full force and effect and binding on the parties to it; the terms of the licenses have been complied with by the parties in all material respects, no notice of termination of any such license agreements has been received or served by a Group Company and to the Seller’s Knowledge there are no grounds on which they might be terminated, in particular, the consummation of the transactions contemplated by this Agreement will not result in a breach, modification, cancellation, termination, non-renewal, suspension of, or acceleration of any payments with respect to any Intellectual Property Rights.

None of the Group Companies or to the Seller’s Knowledge any of their manager or employee (in their capacities as such) has infringed any Intellectual Property Rights of any other person in connection with the conduct the Business in the manner as it is currently carried on, including by way of counterfeit. To the Seller’s Knowledge, no person has infringed or is infringing any Intellectual Property Rights owned or used by any Group Company and the Group Companies have taken all reasonably necessary steps to protect the any Intellectual Property Rights they own or use against such infringement.

There is no pending legal action contesting the right of any Group Company to exploit any Intellectual Property Rights owned or used by it to conduct the Business as currently conducted, or contesting the ownership by any Group Company of any Intellectual Property Rights or the validity or enforceability of any Intellectual Property Rights owned or used by it to conduct the Business as currently conducted. No Group Company has received any written notice or claim regarding any Intellectual Property Rights allegedly used without authorization, infringed, violated or misappropriated by a Group Company, or otherwise regarding any infringement, misappropriation, or violation of any Intellectual Property Rights of a third party by a Group Company, which has given rise to any legal action or settlement.  

All current and former employees, consultants and contractors of the Company and other persons that have participated in the creation or development of any Intellectual Property Rights for any Group Company have executed valid and enforceable agreements in which they have expressly assigned all of their Intellectual Property Rights to a member of the Group, have waived all moral Intellectual Property Rights to the extent legally permissible and have agreed to maintain the confidentiality of this Intellectual Property Rights. All invention, creation, development, design and modification of the Intellectual Property Rights was undertaken by these contributors within the scope of their engagement.

Other than the domain names listed in Schedule 14 none of the Group Companies owns any domain names. None of the Group Companies operates a website from a domain name owned by a Third Party.

Information Technology

Other than off-the-shelf software, the Group Companies own the IT Systems free from Encumbrances. The terms of the IT Agreements to which a Group Company is a party have been complied with by all parties in all material respects and are not subject to any notice of termination.

The Group Companies have the benefit of appropriate arrangements, in all material respects, for the maintenance, support and disaster recovery of their IT Systems.

Copies of the procedures followed by the Group Companies for protecting their IT Systems from infection by software viruses and from access by unauthorized persons have been Disclosed in section 2.83 of the Data Room.

Save as set out in Schedule 15, during the last three years, the IT Systems have not (i) failed to function in any way that has had a material effect on the Business, or (ii) been infected by any software virus having affected not insignificantly the operations of the a Group Company ; or (iii) been accessed by any unauthorized person.

The Group Companies are in possession of the source code to any software in which they own the copyright and, no Third Party has a copy of that source code.

“IT Systems” shall mean all computer hardware (including network and telecommunications equipment), databases and software (save for off-the-shelf software) used by the Group in carrying out the Business as currently carried on;

“IT Agreements” shall mean all written arrangements and agreements under which any third party provides any element of, or services relating to, the IT System, including leasing, hire purchase, licensing, maintenance, website hosting, outsourcing, security, back-up, disaster recovery; and

Data Protection

Each Group Company has complied in all material respects with applicable requirements of the Data Protection Legislation pertaining to privacy, security and data protection.

The systems used by the Group Companies to store or use Personal Data are all located inside the European Economic Area, and the Group Companies have not transferred Personal Data to countries outside of the European Economic Area unless in accordance with the applicable Data Protection Legislation.

Each Group Company has, in all material respects, all necessary authority to receive, access, collect, use, transfer, store, handle and disclose the Personal Data in its possession in connection with the operation of the Business. Each Group Company has made all disclosures to, and obtained any necessary consents and authorizations from, users, customers, employees, contractors and other applicable persons required by applicable Data Protection Legislation, and has filed any required registrations with the applicable data protection authority, including any consents or authorizations necessary to operate the Business.

In the last three years none of the Group Companies has received a complaint or objection to its collection or use of Personal Data that remains unresolved; and the collection or use of Personal Data by a Group Company has not been the subject of any investigation or proceedings (whether of a criminal, civil or administrative nature).

“Data Protection Legislation” shall mean all applicable Laws in any jurisdiction (from time to time) relating to privacy or the processing or protection of personal data or personal information, including 2016/679 European Union regulation on data protection and privacy in the European Union and the European Economic Area, the French Loi n° 78-17 du 6 janvier 1978 relative à l'informatique, aux fichiers et aux libertés, and the e-Privacy Directive (2002/58/EC); and

“Personal Data” shall mean personal data or personal information regulated by Data Protection Legislation.

Employees – Pensions

Schedule 17(a) identifies any individuals employed by the Group Companies who are entitled as of the date of this Agreement to an annual gross remuneration greater than €150,000 (fixed and variable) or who participate in trade unions or employee representative functions within the Group (the Highly Compensated Employees), and indicates for each of them their duties, term of office and a description of their compensation details (including any bonuses, equity-based compensation or any other material advantage of any kind).

None of the Managers or Highly Compensated Employees of the Group Companies have resigned or have informed the Seller or any Group Company in writing of his/her intention to resign. None of them has been dismissed or has subject to a dismissal procedure, which is pending.  To the Seller’s Knowledge, no employee or independent contractor of a Group Company is in violation of any term of any employment agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such employee or independent contractor to be employed by or otherwise provide service to the Group Company because of the nature of the Business or to the use of trade secrets or proprietary information of others.  

Neither the Seller nor any Group Companies have undertaken to increase the rates of remuneration or to grant a bonus or advantage of any kind or pay any compensation (including, equity acceleration, severance, loan forgiveness or otherwise) to any of its employees or managers as a result of the completion of the Transaction or otherwise after the date hereof, other than as imposed by applicable Laws or in the ordinary course of business (which includes the annual remuneration increase cycle to be effective as of September 30, 2021 and the determination of the new annual compensation related to the new financial year starting July 1^st 2021).

There are no pending or threatened Legal Proceedings instituted by the Labor Administration (Inspection du Travail ou DREETS), the Social Security Administration (URSSAF) or any Governmental Authority competent for labor Laws, involving any Group Company and any of its present or former employees or managers, or any union or employees' representatives.

Particulars of all employment policies (whether written or otherwise), collective bargaining agreements (whether industry-, group- or company-wide), unilateral commitments, company/group customary practices, and staff handbooks pertaining to the employees have been Disclosed in sections 1.27 and 1.31 of the Data Room.

Except as set out in Schedule 17(f), no Group Company is involved in any existing, pending or threatened material claim or dispute by or in respect of any employee or employee representative. To the Seller’s Knowledge, there are no particular action or decision taken by any Group Company in the past 12 months prior to the Closing Date that could reasonably result in any legally grounded

employment dispute against any Group Company. No formal claims or allegations have been made against any Group Company, or any director or employee for discrimination, sexual or other harassment, and to the Seller’s Knowledge, such claims are not threatened.

Each Group Company has complied with its obligations to inform and/or consult with employees’ representatives bodies, including any mandatory information and/or consultation of any competent employees’ representative body in relation with the Transaction.