Genuine Parts Company Sale and Purchase Agreement relating to the Alliance Automotive Group by and between BCP Funds, AIG Managers, GPC Europe Acquisition Co. Limited and Genuine Parts Company dated September 22, 2017

Blackstone Capital and Blackstone Family are referred hereinafter collectively as the “BCP Funds”.

The parties listed under number 1 to 3 are referred individually as the “Seller of LuxCo Securities” and collectively as the “Sellers of LuxCo Securities”.

Each of the parties listed under number (4) to (14) is referred hereinafter individually as the “Manager” and collectively the “Managers”.

Each of the parties listed under number 1 to 14 is referred hereinafter individually as a “Seller” and collectively the “Sellers”.

The Sellers are acting severally but not jointly (agissant conjointement mais sans solidarité entre eux) for the purposes of this sale and purchase agreement.

The Sellers, the Purchaser and GPC are referred hereinafter individually as a “Party” and collectively as the “Parties”.

All the shares issued by Manalliance (the “Manalliance Shares”) will be on Completion allocated amongst the Sellers as specified in Schedule I.

the Luxembourg Register of Commerce and Companies under number B 189378 (“Alize LuxCo”).

All the securities issued by Alize LuxCo (the “LuxCo Securities”) will be on Completion allocated amongst BCP Funds, AIG and Manalliance as specified in Schedule I. The LuxCo Securities held by BCP Funds and AIG are hereinafter collectively referred to as the “Transferred LuxCo Securities”.

NOW, THEREFORE, the Parties hereto do hereby agree as follows:

In addition to such terms as are defined elsewhere in this Agreement:

“Affiliate(s)” shall mean, with respect to any Person (as such term is defined below), any other Person directly or indirectly through one or more intermediaries Controlling, Controlled by, or under common Control with (as “Control” term is defined below), such Person;

“Agreement” shall mean this sale and purchase agreement (as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms);

“AIG” shall have the meaning given to it in the presentation of the Parties;

“Alize LuxCo” shall have the meaning given to it in the Preamble;

“Antitrust Authorities” means the antitrust authorities in Poland;

“Antitrust Clearances” shall mean (i) a decision from the Antitrust Authorities, which, in accordance with the relevant applicable antitrust Laws authorises (as the case may be, subject to certain conditions or undertakings) or does not prevent the concentration resulting

from the transaction contemplated under this Agreement by the Purchaser or (ii) the expiry of the applicable waiting period which is deemed to be an official waiver from the Antitrust Authorities under the relevant applicable antitrust Laws, as the case may be;

“Antitrust Condition” shall have the meaning given to it in Article 5.1;

“Blackstone Capital”, “Blackstone Family”, “BCP Funds” shall have the meaning given to it in the presentation of the Parties;

"Business Day" shall mean any day other than a Saturday, Sunday or legal holiday in London (United Kingdom), Paris (France), and Luxembourg (Grand Duchy of Luxembourg);

“Completion” shall mean the transfer of ownership of the Transferred Securities from the Sellers to the Purchaser under the terms and conditions of this Agreement;

“Completion Date” shall mean the date on which Completion shall take place in accordance with Article 6.1 of this Agreement;

“Completion Payments” shall mean the payments to be made by the Purchaser in accordance with Article 3.3 below;

“Confidentiality Agreement” shall mean the confidentiality agreement entered into on 8^th March 2017 between GPC and Alliance Automotive Holding Limited in connection with the transaction contemplated by this Agreement;

“Control” (including the terms “Controlling”, “Controlled by” and “under common Control with”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise provided, for the avoidance of doubt, that (i) a general partner shall be deemed to control a limited partnership and (ii) a Person advising or managing directly or indirectly a fund or a collective investment vehicle shall be deemed to control such fund or collective investment vehicle, and provided further that, when used in connection with the BCP Funds, Affiliate shall not include portfolio companies controlled by a partnership, fund or collective investment vehicle controlled by BCP Funds and their Affiliates that are not acting at the direction of, or based on information provided by, the BCP Funds;

“Data Room” shall mean the “Project Alfa” virtual data room as at September 21, 2017 hosted by the data room provider “Intralinks” in relation to the Group Companies and the Non-Controlled Entities, a copy of which will be placed on a CD-ROM that will be initialled for the purposes of identification only by or on behalf of the Parties and be delivered to the Purchaser promptly after the date hereof. An index of the Data Room is set out in Schedule III;

“Director” shall have the meaning given to it in Article 12.1;

"Encumbrance" shall mean any personal right (droit personnel), pledge (nantissement or gage), mortgage (hypothèque), lien (privilège), right of retention (droit de rétention), pre-emption right (droit de préemption), option (promesse), right of preference (droit de préférence), charge (charge), ownership right (démembrement), easement or right of way (servitude), or other security (sûreté) or similar right, restriction or encumbrance restricting in any manner the ownership, the use (including in the case of any voting security, the voting thereof) or the transferability of the relevant asset;

“Entity” shall mean any company (société), partnership (limited or general), joint venture, trust, association, or other organisation, business undertaking, enterprise or entity, with or without corporate personality (personnalité morale);

“Estimated Leakages” shall have the meaning given to it in Article 3.2;

“Financing Agreements” shall mean all the financing arrangements entered into in respect of the Group Companies, currently in force at the date hereof, as made available in the Data Room (virtual data room, folder 2.0 “Borrowings - Financing”) and the “Financing Lenders” means the finance parties under such Financing Agreements;

“Financing Sources” shall mean the Persons that at any time commit to provide or otherwise enter into agreements in connection with financings of the Purchaser (or the Group Companies after Completion Date) in connection with the transactions contemplated by this Agreement, and any commitment letters, joinder agreements, note purchase agreements, indentures or credit agreements entered into pursuant thereto or relating thereto together with their Affiliates, officers, directors, employees and representatives and their successors and assigns. For the avoidance of doubt, Financing Sources do not relate to/include any of the Financing Lenders (except any Financing Lender that also qualifies as a Financing Source under the terms of this definition, in its capacity as a Financing Source) or the Sellers;

“Governmental Authority” shall mean any domestic, foreign or supranational court or other judicial authority or governmental, administrative or regulatory body, department, agency, commission or authority, including an authority competent to impose, administer or collect Tax (a “Tax Authority”);

“Group" shall have the meaning given to it in the Preamble;

“Group Companies” or “Group Company” shall mean (i) Alize LuxCo, (ii) Manalliance, and (iii) any Entity which is Controlled, directly or indirectly, by Alize LuxCo, as all set forth in Schedule II as well as (iv) subject to, and as from, the Polish Closing, the Polish Entities;

“Information Documents” shall mean the documents and information relating to the Group Companies and the Non-Controlled Entities and the conduct of their business communicated, otherwise made available, to the Purchaser and/or its advisers prior to the date hereof, consisting in the documents and information included in the Data Room and in the Q&A Document as well as the information provided orally or in writing during the management presentations;

“Irrecoverable VAT” means any amount paid in respect of VAT which is not recoverable as input tax by a person or the representative member of any VAT group of which it forms part;

“Law” shall mean any law, statute, regulation, rule, ordinance, order or decree, of any Governmental Authority (including any judicial or administrative interpretation thereof) in force as of the relevant date;

“Leakage” shall mean any of the following payments made between the Locked Box Date (excluded) and Completion:

other than Permitted Leakages (as such term is defined below);

“Locked Box Date” shall mean 30 June 2017;

“Long Stop Date” shall mean 30 March 2018;

“LuxCo Securities” shall have the meaning given to it in the Preamble;

“Manager(s)” shall have the meaning given to it in the presentation of the Parties;

“Managers’ Representative” shall have the meaning given to it in Article 12.5;

“Manalliance” shall have the meaning given to it in the Preamble;

“Manalliance Shares” shall have the meaning given to it in the Preamble;

“Non-Controlled Entity” shall mean any Entity (other than any Group Company) in which any Group Company directly or indirectly owns any equity securities, i.e. Alliance Auto Industrie, Groupauto International and Alliance Automotive España;

“Organisational Documents” shall mean the statuts or memorandum and articles of association or similar constitutive document of any other incorporated Entity, as filed (to the extent required to be filed by Law) with the relevant commercial registry, company registrar or other Governmental Authority, as the same may be amended, supplemented or otherwise modified from time to time;

“PECs” shall mean the one hundred thirty-eight million one hundred eight thousand three hundred sixty-two (138,108,362) preferred equity certificates, with a par value of € 1 each, issued by Alize LuxCo to the BCP Funds and AIG;

“Permitted Leakage” shall mean:

“Person” shall mean a natural person, an Entity, or a Governmental Authority;

“Polish Adjustment” shall have the meaning given to it in Article 3.1.3;

“Polish Amount” means €30,300,000;

“Polish Costs” shall have the meaning given to it in Article 3.5;

“Polish Entities” shall mean together (i) Groupauto Polska sp. z o.o, with its registered office in Warsaw, at Aleje Jerozolimskie 56C, 00-803 Warsaw, entered in the companies register of the National Court Register maintained by the District Court for the city of Warsaw, 12^th Commercial Division of the National Court Registry, under No KRS: 0000023230, NIP: 521-302-63-22 and (ii) its Affiliate Groupauto Cars & Truck Services spółka z ograniczoną odpowiedzialnością with registered seat in Warsaw, Poland, entered into the companies register of the National Court Register maintained by the District Court for the city of Warsaw,

12^th Commercial Division of the National Court Registry, under No KRS: 0000485313, NIP: 701-040-33-87 (whose 89.5% of the shares are held by Groupauto Polska sp. z o.o);

“Polish Closing” shall mean the transfer of ownership of 51.3% of all shares and voting rights of Groupauto Polska sp. z.o.o. to the Group pursuant to the share purchase agreements dated 26 July 2017 (the “Polish Purchase Agreements”), the completion of which is subject to relevant antitrust clearance from Polish Governmental Authority and other conditions precedent set forth therein;

“Pre-Completion Statement” shall have the meaning given to it in Article 3.2;

“Projections” shall have the meaning given to it in Article 8.5.5;

“Purchase Price” shall mean the aggregate consideration to be paid by the Purchaser to the Sellers for the Transferred Securities as set out in Article 3.1.1;

“Q&A Document” shall have the meaning given to it in Article 8.5.1;

“Seller(s)” shall have the meaning given to it in the presentation of the Parties;

“Sellers’ Connected Person(s)” shall mean, in connection with any Seller (i) an Affiliate of such Seller (other than a Group Company), (ii) any member of the supervisory boards or management boards, officers, employees, agents, representatives of such Seller or any of its Affiliates (other than a Group Company), (iii) in the case the Seller is a natural person: the spouse (whether by marriage, civil union or de facto) or any other family member of such Seller and any Affiliate of such family member, and (iv) any Entity in which the foregoing Persons in clauses (i) to (iii) (other than agents and representatives of a Seller or any of its Affiliates) collectively directly or indirectly own in excess of 20% of the equity securities (other than a Group Company);

“Sellers of LuxCo Securities” shall have the meaning given to it in the presentation of the Parties;

“Target Date” means 26 October 2017;

“Taxation” or “Tax” shall mean all forms of taxation (other than deferred tax) and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, including social security contributions, and levies, in each case in the nature of tax, whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or otherwise and shall further include payments to a Tax Authority on account of Tax, whenever and wherever imposed and whether chargeable directly or primarily against or attributable directly or primarily to a Group Company or any other person and all penalties and interest relating thereto;

“Transferred LuxCo Securities” shall have the meaning given to it in the Preamble;

“Transferred Securities” shall have the meaning given to it in the Preamble; and

“VAT” means (i) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and (ii) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (i) of this definition, or imposed elsewhere.

In this Agreement:

The Parties acknowledge and agree that:

that the Polish Closing shall occur as soon as possible and (ii) obtain the relevant Polish anti-trust clearance in such context.

in each case, free and clear of all Encumbrances together with all rights attaching thereto as from Completion.

(item (a) and item (b) being together the “Base Amount”).

Three (3) Business Days prior to the Completion Date, the Sellers shall prepare in good faith (after reasonable consultation with the Purchaser) and deliver to the Purchaser a statement (the “Pre-Completion Statement”) including:

On Completion, the Purchaser shall pay, with value date (date de valeur) on the Completion Date, by way of wire transfer of immediately available funds (all such payments, together the “Completion Payments”):

in each case to the bank accounts, the references of which are set out in the Pre-Completion Statement.

accordance with this Article 4.1 shall be the Purchaser’s exclusive remedy if there has been any Leakage (other than (a) Permitted Leakages or (b) any Leakage included (up to such included amount) in the Estimated Leakages) between the Locked Box Date (excluded) and Completion.

relationship, (v) obligates the Group Companies to make capital expenditures in excess of €100,000 in any twelve month period, (vi) which is expressed to be of five (5) years’ or greater duration and which is material in relation to the business of the Group, (vii) that cannot be terminated on a one (1) year or less notice period without payment of a fee, penalty or premium and which is material in relation to the business of the Group or (viii) involves a Group Company receiving (in the case of a customer) or spending (in the case of a supplier) more than €11,400,000 in relation to a single customer or supplier;

The Sellers undertake to cause all contracts, accounts and other agreements between any Group Company, on the one hand, and any Seller or Seller’s Connected Person, on the other hand, to be terminated, released, cancelled, paid or otherwise settled prior to the Completion, without any continuing liability of any counterparty thereunder, excluding the contracts, accounts and other agreements set forth on Schedule 4.3.

From the date hereof until the Completion Date, and subject to applicable Law and the Confidentiality Agreement, the Sellers shall, and shall procure that the Group Companies shall, %4. give to the Purchaser and its representatives reasonable access to the offices, properties, assets, books and records of the Group Companies, %4. furnish to the Purchaser and its representatives such financial and operating data and other reasonable information as the Purchaser and its representatives may reasonably request and %4. use commercially reasonable efforts to cause the employees and representatives of the Group Companies to cooperate with the Purchaser and its representatives in its investigation of the Group Companies, in each case in connection with the transactions contemplated under this Agreement; provided that the Sellers and the Group Companies may restrict the foregoing access and the disclosure of information pursuant to this ‎Article 4.4 to the extent that disclosure

of any such information would result in the loss of attorney-client privilege (except that, prior to withholding any such information, the Sellers shall notify the Purchaser in writing of the nature of the information being withheld and take any reasonable actions as may reasonably be requested by the Purchaser to implement alternate arrangements (i.e. entering into confidentiality agreements or joint defense agreements or redacting parts of documents) in order to allow the Purchaser access to such information to the fullest extent reasonably practicable under the circumstances and permissible under Laws). Any investigation pursuant to this Article 4.4 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Group Companies.

and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such restriction, covenant or provision in any other jurisdiction.

In the event the Polish Closing occurs prior to the Target Date, the obligations of the Purchaser to purchase the Transferred Securities and of the Sellers to sell the Transferred Securities are subject to the obtaining of the Antitrust Clearance by each of the Antitrust Authorities (the “Antitrust Condition”).

The Antitrust Condition is provided for the benefit of both the Purchaser and each of the Sellers and (to the extent permitted by applicable Law) may be waived by mutual agreement of the Parties.

or documentation and to supplement such filings as reasonably requested by each relevant Antitrust Authority.

reasonable opportunity to provide comments on drafts of any filings or other material documentation prior to their submission to the relevant anti-trust authority (it being acknowledged that such drafts and/or documents may be shared on a confidential outside counsel to counsel basis only) and shall take account of any reasonable comments. Notwithstanding anything herein to the contrary, in no event shall the Sellers permit the Polish Closing to occur after the Target Date without the Purchaser’s prior written consent.

Subject to Article 5 (as the case may be), the Completion shall be held at the Luxembourg offices of Linklaters LLP:

or at such other location, time of day or date as the Parties may mutually agree in writing.

The date on which Completion shall take place is referred to herein as the “Completion Date”.

The execution and the performance by each Seller of this Agreement and of the other documents to be executed by it pursuant to this Agreement shall not constitute a violation of, or a default under, or conflict with (i) any term or provision of the articles of association of such Seller, or (ii) any contract of such Seller, the effect of which would materially impair the ability of such Seller to perform its obligations pursuant to this Agreement or to any other document to be executed by it pursuant to this Agreement, or (iii) any order, writ, injunction, decree, judgment to which such Seller is a party or by which such Seller or any of its properties and assets is bound, the effect of which would materially impair the ability of such Seller to perform its obligations pursuant to this Agreement or to any other document to be executed by it pursuant to this Agreement.

transfer and convey, such Transferred Securities to the Purchaser in accordance with the terms of this Agreement.

The execution and the performance by each Seller of this Agreement and of the other documents to be executed by it pursuant to this Agreement shall not require such Seller to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Authority, except for the Antitrust Clearances (if any).

Except as set forth in Article 4.1.4 in respect of the Leakage indemnity, the Seller shall not be liable for any claim under this Agreement unless a notice of claim is given by the Purchaser to the Seller specifying the relevant matter within three (3) years from Completion, and any claim which has not given rise to a court action within 180 days from the date of the claim shall be time barred.

The Seller shall only be liable for the net loss suffered by the Purchaser arising from breach of this Agreement. Accordingly, the amount of any indemnification, savings (e.g. Tax savings) or other benefit arising for any Group Company that is a consequence or derive from the loss (e.g. an indemnity of insurance) shall be taken into account when determining the Purchaser’s loss.

The Purchaser makes the warranties set forth below to the Sellers, on the date hereof and on the Completion Date.

The execution and the performance by the Purchaser of this Agreement and of the other documents to be executed by it pursuant to this Agreement shall not constitute a violation of, or a default under, or conflict with (i) any term or provision of the articles of association of the Purchaser, or (ii) any contract of the Purchaser, the effect of which would materially impair the ability of the Purchaser to perform its obligations pursuant to this Agreement or to any other document to be executed by it pursuant to this Agreement, or (iii) any order, writ,

injunction, decree, judgement to which the Purchaser is a party or by which the Purchaser or any of its properties and assets are bound, the effect of which would materially impair the ability of the Purchaser to perform its obligations pursuant to this Agreement or to any other document to be executed by it pursuant to this Agreement.

The execution and the performance by the Purchaser of this Agreement or of the other documents to be executed by it pursuant to this Agreement shall not require the Purchaser to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Authority, except for the Antitrust Clearances (if any).

The Purchaser is not insolvent and is not subject to any bankruptcy or equivalent proceedings, in particular to any proceedings with a view to the prevention or resolution of business difficulties. The Purchaser is not subject to a judgment of dissolution, liquidation, bankruptcy or receivership.

(collectively, the “Projections”) relating to the Group Companies or Non-Controlled Entities which it may have received copy of. The Purchaser acknowledges that there are numerous assumptions reflected in such Projections and significant uncertainties (and has had in this respect the opportunity to discuss the same with the senior management of the Group Companies) inherent in attempting to make Projections, that the Purchaser is familiar with such types of assumptions and uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Projections furnished to it, and that the Purchaser shall not have any claim against the Sellers or any of their Affiliates or any director, officer, employee, adviser or other representative of any of the Sellers or of their Affiliates with respect thereto, without prejudice to Article 11.

transactions contemplated by it. The Financing Sources are third party beneficiaries of this Article 9.1.4, and this Article 9.1.4 shall not be amended without the consent of the Financing Sources.

GPC, in its capacity as borrower under the 364-day Bridge Credit Agreement entered into in connection with the transactions contemplated under this Agreement, (i) confirms, as of the date hereof, that it complies with the provisions thereunder and that it is able to make the representations and warranties thereunder and (ii) undertakes to use its reasonable best efforts to continue to comply with such provisions and to take (or refrain from taking) such actions and steps necessary to ensure that the representations and warranties thereunder remain true and correct when made, in each case to the extent necessary to ensure no Certain Funds Default (as defined in the 364-day Bridge Credit Agreement) occurs on or prior to the Completion Date.

In consideration of the Sellers entering into this Agreement, GPC, which holds 100% of the share capital and voting rights of the Purchaser, irrevocably and unconditionally:

This Agreement may be terminated at any time on or prior to Completion:

provided however that the right to terminate this Agreement under this Article 10 shall not be available to any Party whose failure to fulfil an obligation under this Agreement shall have been the primary cause of the failure of Completion to occur on the Completion Date, and shall occur without prejudice to the right of any Party to claim any remedy for breach or non-performance by any Party of its obligations and undertakings under this Agreement.

Upon any termination of this Agreement pursuant to Article 10.1, all further obligations of the Parties hereunder, other than pursuant to Articles 12.2, 12.4, 12.6 and 12.14, shall terminate, except that nothing herein shall relieve any Party from liability for any breach of this Agreement.

Nothing in this Agreement shall be construed as a waiver or release by the Purchaser for any Purchaser’s claims against the Sellers based on statutory rights which the Law prohibits the Parties to waive (e.g. dol and réticence dolosive).

The Purchaser shall not, and shall cause the Group Companies not to, claim against any former or current director, manager or member of a supervisory board or a management board (or equivalent under relevant jurisdiction) (a “Director”) of the Group Companies (including those resigning on the Completion Date) with respect to any management decisions adopted by any of the Group Companies prior to the Completion Date, or against any Seller (except for breach of this Agreement as provided herein), or otherwise seek the liability of any such Director or Seller in that respect and, to the extent any such claim is made or liability is sought, shall indemnify and hold any such a Director or Seller harmless against the consequences of any such claim or liability provided however that the above mentioned covenants shall not apply to any criminal offence committed by such a Director or Seller.

As soon as possible after the Completion Date, the Purchaser shall also, in its capacity as shareholder of Manalliance and Alize LuxCo, acknowledge the resignation of the Directors of Manalliance and Alize LuxCo who have resigned on the Completion Date and grant each of them full discharge for the performance of his/her duties as far as reasonably and legally possible and resolve again on the said discharge at the time the next annual accounts of Manalliance and Alize LuxCo will be approved. The Purchaser shall also procure that the formalities (to the extent identified in writing by the Sellers) relating to the resignations of the

Directors who have resigned on the Completion Date be carried out as soon as possible after the Completion Date.

No Seller shall, and each Seller shall cause its Sellers’ Connected Persons not to, claim against the Purchaser, any Group Company or any Non-Controlled Entity by reason of the fact that such Seller or any of its Sellers’ Connected Persons is or was a stockholder of any Group Company or Non-Controlled Entity or was serving at the request of any Group Company or Non-Controlled Entity as a director, officer, partner, trustee or similar position, or otherwise seek the liability of any Group Company or Non-Controlled Entity in that respect and, to the extent such claim is made or liability is sought, such Seller shall indemnify and hold the Purchaser harmless against the consequences of any such claim or liability provided however that the above mentioned covenants shall not apply to any criminal offence committed by the Purchaser or any Group Company or Non-Controlled Entity. For the avoidance of doubt, nothing herein shall be construed as a waiver of any right, or release by any Manager shall have under his employment agreement or otherwise as part of his status as Group Companies’ employee. For the avoidance of doubt, the preceding paragraph is without prejudice to Article 11.

Until the seventh (7^th) anniversary of the Completion Date, the Purchaser shall not, and shall not permit any of the Group Companies to, destroy or otherwise dispose of any of the books and records of the Group Companies existing as of the Completion Date except after offering the Sellers the opportunity to take possession of such books and records. The Purchaser shall, and shall cause each of the Group Companies to, make available to the Sellers and their representatives and agents all such books and records, and permit the Sellers and their representatives and agents to examine, make extracts from and, at their expense, copy such books and records at any time during normal business hours to the extent that the related information is reasonably required by the Sellers in connection with any audit, control, investigation or similar proceeding brought by or involving a Governmental Authority.

Whether or not the transactions contemplated by this Agreement are consummated, except as may otherwise be expressly provided herein, the Parties shall each bear its own expenses incurred in connection with the negotiation, preparation and signing of this Agreement and the consummation of the transactions contemplated herein.

All notices and other communications required or permitted to be given or made pursuant to this Agreement shall be in writing in the English language and shall be either: (i) delivered by hand against an acknowledgement by the recipient; (ii) sent by registered letter with acknowledgment of receipt or overnight courier service of recognized international standing (all charges paid); (iii) sent by e-mail to the relevant Party at its address set forth below:

or to such other Persons or at such other addresses as hereafter may be furnished by either party by like notice to the other. Any such notice or other communication shall be deemed to have been duly been received: (i) at the time of delivery, if delivered by hand, (ii) at the time of the first presentation, if registered post or (ii) at the time of sending (or the next Business

Day of the day of sending is not a Business Day), if delivered by e-mail provided such e-mail is confirmed by a notice on the same day or the next Business Day by registered post of by courier using an internationally recognized courier.

This Agreement, together with the Confidentiality Agreement (subject to Article 12.2.4) represents the entire agreement and understanding of the Parties with reference to the transactions set forth herein and therein and no representations or warranties have been made in connection with this Agreement other than those expressly set forth herein and therein. This Agreement, together with the Confidentiality Agreement (subject to Article 12.2.4), supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the Parties relating to the subject matter hereof and thereof and all prior drafts hereof and thereof.

This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

No terms of this Agreement may be altered, modified, amended, supplemented or terminated except by an instrument in writing duly signed by the parties. Any waiver of any term or condition of this Agreement must be in writing signed by the party sought to be charged with such waiver referring specifically to the term or condition to be waived, and no such waiver shall be deemed to constitute the waiver of any other breach of the same or of any other term or condition of this Agreement.

Any stamp taxes (droits d’enregistrement) or similar transfer taxes that are payable as a result of the signing of this Agreement or the transfer of the Transferred Securities pursuant hereto shall be borne by the Purchaser and shall be paid on a timely basis in compliance with all statutory requirements.

The Purchaser shall provide the Sellers with evidence of the payment of any such transfer or stamp taxes promptly upon the written request of the Sellers if and to the extent the Sellers could be held liable in whole or part for such payment.

All sums payable under this Agreement by one Party to another Party shall be paid free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever save only as may be required by law. If any deductions or withholdings are required by law for or on account of Tax, the payor shall account to the relevant Tax Authority for the amount so required to be deducted or withheld and, any interest payable, the payor shall be obliged to pay to the recipient such additional amount as will ensure that the recipient receives, in total, an amount which (after such deduction or withholding has been made) is no more and no less than it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. The Purchaser and the Sellers shall cooperate and take reasonable steps to mitigate any withholding or deduction in respect to or on account of Tax in respect of the Purchase Price.

This Agreement may be executed in any number of counterparts and by the Parties to it on separate counterparts. Each counterpart when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument.

/s/ Raphael de Botton                    /s/ Raphael De Botton

/s/ Denis André

______________________________________________________________________________

Represented by Denis André

/s/ Vanessa Schmitt                    /s/ Vanessa Schmitt