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•	developing trends and demands in the markets we address, particularly emerging markets;

•	economic conditions, particularly in certain geographies, and in financial markets;

•	new and future products and services;

•	capital spending of our customers;

•	our strategic direction, future business plans and growth strategy;

•	industry and customer consolidation;

•	expected demand for and benefits of our products and services;

•	seasonality of revenue and concentration of revenue sources;

•	the potential impact of our continuing stock repurchase plan;

•	potential future acquisitions and dispositions;

•	anticipated results of potential or actual litigation;

•	our competitive environment;

•	the impact of governmental regulation;

•	anticipated revenue and expenses, including the sources of such revenue and expenses;

•	expected impacts of changes in accounting rules;

•	use of cash, cash needs and ability to raise capital; and

•	the condition of our cash investments.

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•	Bundled digital video, voice and high speed data services;

•	Expansion of VOD libraries and on-demand service offerings;

•	Refresh of the user experience with upgraded home set-top box solutions, network DVRs and content navigation tools;

•	Video delivery over IP to broadband enabled consumer devices;

•	Capacity enhancement of high-speed data services;

•	Expansion of network capacity to support the growing number of available services, including HDTV in foreign markets; and

•	Collaboration with content owners on offering access to on-line content.

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•	Revenue recognition;

•	Valuation of inventories;

•	Impairment of goodwill or long-lived assets;

•	Assessment of the probability of the outcome of current litigation;

•	Accounting for income taxes; and

•	Stock-based compensation.

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•	Level 1 — Observable inputs that reflect quoted prices for identical assets or liabilities in active markets.

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Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company primarily uses broker quotes for valuation of its short-term investments. The forward exchange contracts are classified as Level 2 because they are valued using quoted market prices and other observable data for similar instruments in an active market.

•	Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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*	Indicates a management contract or compensatory plan or arrangement relating to executive officers or directors of the Company.

(i)	Previously filed as an Exhibit to the Company’s Registration Statement on Form S-1 No. 33-90752.

(ii)	Previously filed as an Exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.

(iii)	Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated July 25, 2002.

(iv)	Previously filed as an Exhibit to the Company’s Current Report on Form S-8 dated June 5, 2003.

(v)	Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated May 31, 2006.

(vi)	Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated April 19, 2007.

(vii)	Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated April 16, 2008.

(viii)	Previously filed as an Exhibit to the Company’s Current Annual Report on Form 10-K for the year ended December 31, 2008.

(ix)	Previously filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2009.

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(x)	Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated December 18, 2009.

(xi)	Previously filed as an Exhibit to the Company’s Registration Statement on Form S-8 dated September 21, 2010.

(xii)	Previously filed as an Exhibit to the Company’s Registration Statement on Form S-8, dated July 30, 2012.

(xiii)	Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated March 11, 2013.

(xiv)	Previously filed as an Exhibit to the Company’s Current Report on Form 10-Q for the quarter ended September 26, 2014.

(xv)	Previously filed as an Exhibit to the Company’s Registration Statement on Form S-8 dated November 7, 2014.

(xvi)	Previously filed as an Exhibit to the Company’s Current Report on Form 8-K dated December 19, 2014.

(xvii)	Previously filed as an Exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

•

we (the "Offeror"), irrevocably and subject to the terms and conditions set out below (and, in particular, subject to the terms of Clauses 3(b), 9(b) and 12), undertake to procure that Harmonic Europe, a company (société par actions simplifiée) organized under the laws of France, having a share capital of €40,000 and its registered office at 50, rue Camille Desmoulins, 92130 Issy-les-Moulineaux (France), and registered with the French Registry of Commerce and Companies under number 410 618 748 RCS Nanterre ("Harmonic Europe"), which is one of our Affiliates, acquires, and

•	Harmonic Europe, irrevocably and subject to the terms and conditions set out below (and, in particular, subject to the terms of Clauses 3(b), 9(b) and 12), undertakes to acquire,

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1.	DURATION AND EXERCISE OF THE PUT OPTION

(a)

The Put Option enters into force on the date hereof simultaneously with the countersignature of this Letter by all the Sellers and Kepler M2, a company (société par actions simplifiée) organized under the laws of France, having a share capital of €3,635,805 and its registered office at 15, rue Trébois, 92300 Levallois-Perret (France), and registered with the French Registry of Commerce and Companies under number 531 550 242 RCS Nanterre ("Kepler M2"), and will remain valid until the earlier of the following dates (the "Expiry Date"):

(i)

8:00 pm, Paris time, the tenth (10th) Business Day after the date (such latter date being hereinafter referred to as the "Exercise Period Opening Date") on which the TVN’s works’ council (comité d'entreprise) (a) will have given its express opinion on the Transaction or (b) in the absence of such express opinion, will have been deemed pursuant to applicable Laws to have rendered its opinion, as the case may be; and

(ii)	8:00 pm, Paris time, March 31, 2016.

(b)

Subject to Clauses 13(e), 13(f), 17 through 19 and 22, the Put Option and this Letter will automatically terminate as at the Expiry Date, unless (i) the Put Option is exercised in accordance with Clauses 1(c) and 13 below or (ii) the Sellers’ Representative (on behalf of all the Sellers) and the Offeror mutually and expressly agree in writing to postpone the Expiry Date after the execution of this Letter.

(c)	This Put Option may be exercised by the Sellers’ Representative (on behalf of all the Sellers) in accordance with the provisions of Clause 13, between the Exercise Period Opening Date (included) and the Expiry Date (included).

2.	FINAL PRICE

(a)	The final purchase price to be paid by the Purchaser to the Sellers for all (and not less than all) of the Transferred Securities (the "Final Price") shall be the result of the aggregation of the Adjusted Initial Price and of the Additional Price, as defined below:

(i)	US Dollars 75,000,000 (seventy five millions) (the "Enterprise Value");

(ii)	adding the amount of Net Cash (if such amount is positive), as converted from Euros into US Dollars by using the Closing Exchange Rate, or subtracting the absolute value of the amount of Net Cash (if such amount is negative), as converted from Euros into US Dollars by using the Closing Exchange Rate;

(iii)	adding the amount of the Working Capital Adjustment, as converted from Euros into US Dollars by using the Closing Exchange Rate, corresponding to (a) an increase of the amount of the Adjusted Initial Price if this amount is positive and (b) a decrease of the amount of the Adjusted Initial Price if this amount is negative;

(iv)	adding the amount of ManCo Net Cash (if such amount is positive), as converted from Euros into US Dollars by using the Closing Exchange Rate, or subtracting the absolute value of the amount of ManCo Net Cash (if such amount is negative), as converted from Euros into US Dollars by using the Closing Exchange Rate; and

(v)	adding the amount of the ManCo Working Capital Adjustment, as converted from Euros into US Dollars by using the Closing Exchange Rate, corresponding to (a) an

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(i)	the Revenues Adjustment, if any; and

(ii)	the Backlog Adjustment, if any.

(b)	On the Closing Date, the Purchaser shall pay in accordance with the provisions of the Securities Purchase Agreement the "Estimated Initial Price", which shall be equal to:

(i)	the Enterprise Value,

(ii)	plus the Estimated Net Cash (if positive), as converted from Euros into US Dollars by using the Pre-Closing Exchange Rate, or minus the absolute value of the Estimated Net Cash (if negative), as converted from Euros into US Dollars by using the Pre-Closing Exchange Rate;

(iii)	plus the Estimated Working Capital Adjustment, as converted from Euros into US Dollars by using the Pre-Closing Exchange Rate, corresponding to (a) an increase of the amount of the Estimated Initial Price if this amount is positive and (b) a decrease of the amount of the Estimated Initial Price if this amount is negative;

(iv)	plus the Estimated ManCo Net Cash (if positive), as converted from Euros into US Dollars by using the Pre-Closing Exchange Rate, or minus the absolute value of the Estimated ManCo Net Cash (if negative), as converted from Euros into US Dollars by using the Pre-Closing Exchange Rate; and

(v)	plus the Estimated ManCo Working Capital Adjustment, as converted from Euros into US Dollars by using the Pre-Closing Exchange Rate, corresponding to (a) an increase of the amount of the Estimated Initial Price if this amount is positive and (b) a decrease of the amount of the Estimated Initial Price if this amount is negative.

(c)	The Adjusted Initial Price shall be finally determined and the Initial Price Adjustment, if any, paid after the Closing Date in accordance with the provisions of the Securities Purchase Agreement.

(d)	The Revenues Adjustment (if any) and the Backlog Adjustment (if any) shall be determined and paid after the Closing Date in accordance with the provisions of the Securities Purchase Agreement.

(e)

The allocation among the Sellers of the Final Price and of the Estimated Initial Price, the Initial Price Adjustment, the Revenues Adjustment and the Backlog Adjustment shall be made in accordance with the provisions of Section 2.9 of the Securities Purchase Agreement under the sole and exclusive responsibility of the Sellers and the Purchaser and the Target Companies shall incur no liability whatsoever in respect thereto.

3.	FINANCING

(a)

Subject to Clause 3(b), the Offeror undertakes to procure that as of the Closing Date, the Purchaser will have immediately available, on an unconditional basis, the sufficient cash resources required to proceed with the payment of the Closing Payments and of any expenses incurred by or on behalf of the Purchaser in connection with the transactions contemplated by the Securities Purchase Agreement.

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(b)

In the event that the Offeror is not able to obtain a written commitment for at least one hundred million US Dollars ($100,000,000) of financing within three (3) Business Days following the public announcement of the Transaction by the Offeror and in any case by no later than December 10, 2015 (PST), for any reason whatsoever, the Offeror may elect, without incurring any liability whatsoever in such respect, notwithstanding any provisions to the contrary in this Letter and provided, however, that the Offeror complies with its obligations under Clause 3(c), which the parties to this Letter expressly acknowledge and agree, to terminate this Letter (subject to Clauses 3(c), 13(f), 17 through 19 and 22, which shall survive such termination) upon written notice served by the Offeror to the Sellers’ Representative, such notice to be served no later than December 10, 2015 (PST).

(c)

Should the Offeror, as is its right, decide to terminate this Letter pursuant to Clause 3(b) above, and provided that (i) the Sellers have complied with all of their material obligations hereunder (including, but not limited to, the obligation to serve in due time the Break-Up Fee Notice) and (ii) the Offeror has not been able to obtain a written commitment for at least one hundred million US Dollars ($100,000,000) of financing within three (3) Business Days following the public announcement of the Transaction by the Offeror and in any case by no later than December 10, 2015 (PST) for any reason whatsoever other than any event, change, occurrence, circumstance, effect, state of affairs or fact which constitutes a Material Adverse Change, the Offeror hereby undertakes to pay or to procure that any of its Affiliate pays, within thirty (30) calendar days of the date of receipt by the Offeror of the Break-Up Fee Notice, a five millions Euros (€5,000,000) break-up fee (the "Break-Up Fee") to the Sellers, by wire transfer of immediately available Euro funds to such accounts of the Sellers as shall have been notified to the Offeror by the Sellers’ Representative for such purpose within five (5) Business Days of the date of receipt by the Sellers’ Representative of the termination notice served by the Offeror in accordance with Clause 3(b), together with the allocation of the amount of the Break-Up Fee among the Sellers (the "Break-Up Fee Notice"). Such allocation shall be made under the sole and exclusive responsibility of the Sellers and the Offeror and its Affiliates shall incur no liability in respect thereto.

4.	INFORMATION AND CONSULTATION OF THE TVN’s WORKS' COUNCIL

(a)

We acknowledge that no exercise of the Put Option by the Sellers’ Representative (on behalf of all the Sellers) can in any event ever take place without the TVN’s works’ council (comité d'entreprise) first being informed and consulted in respect of the Transaction and delivering its opinion on such Transaction or being deemed to have done so pursuant to applicable Laws (the "Information and Consultation Process").

(b)

The Sellers undertake (i) to procure that (x) an information meeting of the TVN’s work’s council be held on December 11, 2015 (the "Information Meeting"), (y) the information document (entitled "economical note") relating to the Transaction be provided to the TVN’s work’s council no later than during the Information Meeting and (z) that the first meeting of the Information and Consultation Process be held during the week of December 14, 2015 and the TVN’s work’s council be convened in timely manner by TVN to such effect, (ii) to keep us regularly informed of the progress of the Information and Consultation Process and (iii) to procure that TVN conducts the Information and Consultation Process diligently.

(c)	In respect of the Information and Consultation Process, the Offeror undertakes to:

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(i)	deliver to the Sellers’ Representative and TVN any reasonable information relating to the Offeror and, where applicable, its Affiliates (including the Purchaser), as may be reasonably requested by the TVN’s works’ council;

(ii)	provide, to the extent practicable, timely answers to any reasonable question relevant to the Transaction submitted to the Offeror by TVN in connection with the Information and Consultation Process; and

(iii)	procure the appropriate authorized representatives of the Offeror selected by us to attend the meetings of the TVN’s works’ council convened in connection with the Information and Consultation Process or meet with the relevant employees and employee representatives where and when reasonably requested by the Sellers’ Representative and/or TVN.

(d)

Each of the parties to this Letter undertakes to provide the other parties with all reasonable assistance in connection with the Information and Consultation Process, including but not limited to, in respect of the preparation of the information and documents required for the Information Meeting. The parties to this Letter understand and acknowledge the importance of their diligent, professional and timely participation in the Information and Consultation Process. Nevertheless, the Sellers acknowledge that under no circumstances shall the Offeror (which is listed) and its Affiliates (including the Purchaser) or Connected Persons be obliged to provide any private or confidential information.

(e)	The Sellers' Representative shall promptly give notice to the Offeror and the Purchaser of the full completion of the Information and Consultation Process and provide them with any evidence thereof, and in any event within two (2) Business Days of becoming aware of the same.

5.	COMPLIANCE WITH "HAMON LAW"

(a)	The Sellers undertake to procure that the Holding complies with its information obligation under article L. 23-10-1 et seq. of the French Commercial Code as soon as practicable, and in any event no later than December 11, 2015.

(b)

Mr. Procureur, as sole employee of the Holding as of the date hereof, undertakes to notify in accordance with applicable Laws the Holding of his irrevocable decision not to make an acquisition offer with respect to the Holding as soon as practicable from the satisfaction by the Holding of its information obligation under article L. 23-10-1 et seq. of the French Commercial Code, and in any event no later than December 11, 2015.

(c)	The Sellers' Representative shall promptly give notice to the Offeror and the Purchaser that the provisions of this Clause 5 have been definitively complied with and provide them with any evidence thereof, and in any event within two (2) Business Days of becoming aware of the same.

6.	FMEF CLEARANCE

(a)	Each of the parties to this Letter acknowledges the importance that the Condition Precedent set out in Section 3.1(a) of the Securities Purchase Agreement be fulfilled as soon as possible and the Sellers confirm that they are not aware of any reason that may prevent the obtaining of the FMEF Clearance on or prior to the Long Stop Date.

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(b)	The Offeror agrees to:

(i)

as soon as possible after the date hereof and in any event no later than December 18, 2015 and at its own expense, make relevant filings or pre-filings and contacts with the French Ministry for the Economy and Finance with respect to the Transaction in order to obtain the FMEF Clearance, within any terms provided by applicable Laws, and supply promptly any additional information and documentary material that may be requested by the French Ministry for the Economy and Finance;

(ii)	keep the Sellers' Representative regularly informed of the processing of these filings or pre-filings and inform promptly the Sellers' Representative if it becomes aware of anything that could result in the FMEF Clearance being delayed or denied;

(iii)

promptly provide the Sellers' Representative with the relevant (non-privileged or non-commercially sensitive) documents concerning the filings or pre-filings referred to above, together with any and all additional (including documentary) material that may be requested by the French Ministry for the Economy and Finance in connection with the FMEF Clearance (subject to confidential information contained therein), provided, in each case, that such documents and additional material relate to, or include information about, the Target Companies prior to Closing, and use its commercially reasonable endeavors to, prior to any such filings or pre-filings with, and communications to, the French Ministry for the Economy and Finance, (a) give to the Sellers’ Representative a reasonable opportunity to discuss the content of such documents and additional material and (b) take into account its reasonable comments and suggestions;

(iv)	give to the Sellers’ Representative the opportunity to participate in any meeting for which its presence is required by the French Ministry for the Economy and Finance; and

(v)	use its commercially reasonable endeavors in order to obtain the FMEF Clearance.

(c)

The Sellers acknowledge that the above mentioned filings or pre-filings will require the cooperation and supply of information by the Target Companies and agree to co-operate and to cause the relevant Target Companies to co-operate with the Offeror, upon its reasonable request, in providing promptly to the Offeror and its advisors such assistance as may be reasonably necessary for the Offeror to make the relevant filings or pre-filings and obtain the FMEF Clearance, including but not limited to, in respect of the preparation of the information and documents and/or of the attendance to any meeting that may be required in this context.

(d)

The Offeror (until the actual date of execution of the Securities Purchase Agreement (excluded)) or the Purchaser (from the actual date of execution of the Securities Purchase Agreement (included)) shall promptly give notice to the Sellers' Representative of the satisfaction of the Condition Precedent specified in Section 3.1(a) of the Securities Purchase Agreement and in any event within two (2) Business Days of becoming aware of the same.

7.	REQUIRED FINANCIALS

(a)	The Sellers acknowledge the importance for the Offeror that the Condition Precedent set out in Section 3.1(b) of the Securities Purchase Agreement be fulfilled as soon as possible and confirm that they are not aware of any reason that may prevent the delivery of the Required Financials on or prior to the Long Stop Date.

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(b)	The Sellers agree to:

(i)

as soon as possible after the date hereof and in any event no later than December 18, 2015, cause the Required Financials to be prepared and audited by such internationally recognized independent accounting firm as shall have been chosen by the Offeror for such purpose and supply promptly, or cause to be promptly supplied, any information and documentary material that may be requested by such independent accounting firm;

(ii)	keep the Offeror regularly informed of the processing of the preparation and audit of the Required Financials and inform promptly the Offeror if they become aware of anything that could result in the delivery of the Required Financials being delayed or compromised; and

(iii)	promptly provide the Offeror, upon its request, with any information and documentary material used in, or necessary for, the preparation and audit of the Required Financials, and with any information and documentary material that may be requested by the independent accounting firm.

(c)	The Sellers agree to do all reasonable things necessary or appropriate under applicable Laws to deliver the Required Financials to the Purchaser on or prior to the Long Stop Date.

(d)

The Offeror acknowledges that the delivery of the Required Financials will require cooperation and agrees to co-operate with the Sellers, upon the reasonable request of the Sellers’ Representative, in providing promptly to the Sellers such assistance as may be reasonably necessary for the Sellers to deliver the Required Financials, including but not limited to, by making a reasonable number of expert consultants available to the Sellers to contribute to the preparation and audit of the Required Financials.

8.	IP RECOVERY

(a)

The Sellers acknowledge the importance for the Offeror and the Purchaser that the Condition Precedent set out in Section 3.1(c) of the Securities Purchase Agreement be fulfilled on the Closing Date, prior to Closing, and confirm that they are not aware of any reason that may prevent (i) the execution of the IP Agreement without any further delay and (ii) the full completion of the IP Recovery on or prior to the Long Stop Date.

(b)	The Sellers agree to:

(i)	as soon as possible after the date hereof and in any event prior to the delivery of any Exercise Notice, procure that the IP Agreement be executed by Kepler and France Brevets;

(ii)

on the Closing Date and prior to Closing, procure that the Notice of Voluntary Termination (as defined under the IP Agreement) be delivered by Kepler to France Brevets and received by the latter, such Notice of Voluntary Termination to include any notice by Kepler of its decision (x) to use its right of designation of a Designated Transferee (as defined under the IP Agreement) under article 8 of the IP Agreement, provided and only in the event that the Sellers’ Representative receives an IP Substitution Notice at least five (5) Business Days prior to the Closing Date, and (y) to designate such Entity as mentioned in the IP Substitution Notice for such purpose;

(iii)	on the Closing Date and prior to Closing, procure that the Transfer Price (as defined under the IP Agreement) be paid by Kepler to France Brevets by wire transfer of

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(iv)	on the Closing Date and prior to Closing, deliver to the Purchaser two (2) original copies of the Assignment of Patent Rights dated as of the Closing Date to be entered into by and between France Brevets and Kepler (or such Entity as indicated in the IP Substitution Notice) duly signed by France Brevets; and

(v)	keep the Offeror and the Purchaser regularly informed of the execution of the IP Agreement and of the processing of the IP Recovery and inform promptly the Offeror and the Purchaser if they become aware of anything that could result in the execution of the IP Agreement and/or the full completion of the IP Recovery being delayed or compromised.

(c)	The Sellers agree to do all reasonable things necessary or appropriate under applicable Laws to procure that the IP Recovery be fully completed on or prior to the Long Stop Date.

(d)	The Sellers' Representative shall promptly give notice to the Offeror and the Purchaser of the execution of the IP Agreement and in any event within two (2) Business Days of becoming aware of the same, such notice to include a certified copy of the IP Agreement duly executed by Kepler and France Brevets.

9.	NOTIFICATIONS

(a)

During the period from the date of this Letter (included) to the actual date of execution of the Securities Purchase Agreement (or, failing the delivery of an Exercise Notice, the Expiry Date, or, in case of termination of this Letter in accordance with the provisions of Clauses 3(b), 9(b) and 12, the date of receipt by the Sellers’ Representative of the termination notice served by the Offeror), the Sellers’ Representative shall promptly notify the Offeror and the Purchaser of the occurrence (or non-occurrence) of any event, the occurrence (or non-occurrence) of which constitutes or would be likely to constitute:

(i)	a breach or inaccuracy of any representations and warranties to be made by the Sellers under Section 8 of the Securities Purchase Agreement; or

(ii)	a Material Adverse Change;

(b)

In the event that the Offeror and the Purchaser are notified pursuant to paragraph (a) above of the occurrence (or non-occurrence) of an event, the occurrence (or non-occurrence) of which constitutes a Material Adverse Change, the Offeror may elect, without incurring any liability whatsoever in such respect, notwithstanding any provisions to the contrary in this Letter, which the parties to this Letter expressly acknowledge and agree, to terminate this Letter (subject to Clauses 13(f), 17 through 19 and 22, which shall survive such termination) upon written notice served to the Sellers’ Representative.

10.	PERMITTED TRANSFERS PRIOR TO SIGNING

(a)	During the period from the date of this Letter (included) to the date of delivery of an Exercise Notice (or, failing the delivery of an Exercise Notice, the Expiry Date, or, in case of termination of this Letter in accordance with the provisions of Clauses 3(b), 9(b) and 12,

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(i)

a contribution in kind to an Entity having the following characteristics from the date of completion of the contribution in kind (included) to the Closing Date (included) (a "Personal Holding"): (w) being a French société par actions simplifiée, (x) being wholly owned by him, (y) the only legal representative of which being himself and (z) with no other assets (except for cash) and no financial debts or liabilities towards third parties (except with respect to incorporation and registration costs); and/or

(ii)	donations to his spouse and/or first-degree adult descendants (descendants au premier degré majeurs) (the "Beneficiaries");

(i)	such Permitted Transfers are made in compliance with the provisions of the Holding’s by-laws, the applicable Existing Shareholders' Documents and the terms and conditions of the OBSAs, or the relevant waivers are duly obtained prior to their completion; and

(ii)	such Permitted Transfers are fully completed prior to the date of delivery of an Exercise Notice; and

(iii)

prior and as a condition to the completion of any such Permitted Transfer, the relevant Personal Holding or Beneficiary irrevocably undertakes towards all the parties to this Letter, subject to the sending by the Sellers’ Representative of an Exercise Notice between the Exercise Period Opening Date (included) and the Expiry Date (included) and subject to the terms of this Letter (and, in particular, subject to the terms of Clauses 3(b), 9(b) and 12), to execute the Securities Purchase Agreement on the Signing Date, at the time and location specified in the Exercise Notice, or at such other time and/or location as may be agreed upon in writing by the Sellers’ Representative and the Offeror prior to or on the Signing Date; and

(iv)	the documentation relating to any such Permitted Transfer provides that:

(A)

the relevant Personal Holding (i) irrevocably undertakes to promptly transfer back to, where applicable, Mr. Delahousse or Mr. Congard, the Ordinary Shares transferred to it, should it cease for any reason whatsoever to qualify as Personal Holding under this Letter, (ii) acknowledges and agrees that forced execution (exécution forcée) of this obligation may be requested and (iii) irrevocably waives its rights under article 1142 of the French Civil Code; and

(B)

the relevant Personal Holding or Beneficiary (i) irrevocably undertakes to promptly transfer back to, where applicable, Mr. Delahousse or Mr. Congard, the Ordinary Shares transferred to it, should it not proceed with the execution of the Securities Purchase Agreement, as to be updated prior to its execution to take into account the completion of any such Permitted Transfer, on the Signing Date, at the time and location specified in the Exercise Notice, or at such other time and/or location as may be agreed upon in writing by the Sellers’ Representative and the Offeror prior to or on the Signing Date, (ii) acknowledges and agrees that forced execution (exécution forcée) of this

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(C)

the relevant Personal Holding or Beneficiary (i) irrevocably undertakes to promptly transfer back to, where applicable, Mr. Delahousse or Mr. Congard, the Ordinary Shares transferred to it, should it not comply with any of its obligations under the Securities Purchase Agreement, as to be updated prior to its execution to take into account the completion of any such Permitted Transfer, (ii) acknowledges and agrees that forced execution (exécution forcée) of this obligation may be requested and (iii) irrevocably waives its rights under article 1142 of the French Civil Code; and

(v)

upon consummation of, and as a condition to, any such Permitted Transfer, the relevant Personal Holding or Beneficiary executes and delivers in accordance with Clause 19 below, to each party to this Letter an accession agreement, pursuant to which it adheres to this Letter with the same rights and obligations as, where applicable, Mr. Delahousse (save for his rights and obligations in his quality as Sellers’ Representative) and Mr. Congard (save for his rights and obligations in his quality as Sellers’ Representative, should Mr. Delahousse be unable to perform his duties in acting as the Sellers’ Representative for any reason whatsoever) for purposes of this Letter, and such Personal Holding or Beneficiary will thereafter be deemed to be a party to this Letter with the same rights and obligations as, where applicable, Mr. Delahousse (save for his rights and obligations in his quality as Sellers’ Representative) or Mr. Congard (save for his rights and obligations in his quality as Sellers’ Representative, should Mr. Delahousse be unable to perform his duties in acting as the Sellers’ Representative for any reason whatsoever) for purposes of this Letter; and

(vi)	the Securities Purchase Agreement, as to be updated prior to its execution to take into account the completion of any such Permitted Transfer, shall include a provision stating that each of Mr. Delahousse and Mr. Congard is acting severally and jointly (conjointement et solidairement) with his Personal Holding and/or Beneficiaries for purposes of the Securities Purchase Agreement;

(b)

Should a Personal Holding cease for any reason whatsoever to qualify as Personal Holding under this Letter (A), or should a Personal Holding or Beneficiary not proceed with the execution of the Securities Purchase Agreement, as to be updated prior to its execution to take into account the completion of any such Permitted Transfer, on the Signing Date, at the time and location specified in the Exercise Notice, or at such other time and/or location as may be agreed upon in writing by the Sellers’ Representative and the Offeror prior to or on the Signing Date (B), or should a Personal Holding or Beneficiary not comply with any of its obligations under the Securities Purchase Agreement, as to be updated prior to its execution to

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11.	PERMITTED AMENDMENTS TO SCHEDULE 4.3(a)(iv) TO THE SECURITIES PURCHASE AGREEMENT

(a)

Within two (2) Business Days of the receipt of an Exercise Notice, the Offeror may notify to the Sellers’ Representative a revised version of Schedule 4.3(a)(iv) to the Securities Purchase Agreement, provided, however, that such revised version (i) only includes modifications with respect to the legal representatives, officers, directors, members of a board, committee or other corporate body of the Target Companies other than Kepler M2, Financière Kepler, Kepler and TVN, and therefore (ii) takes over the content of Schedule 4.3(a)(iv) to the Securities Purchase Agreement as appended as of the date hereof with respect to the legal representatives, officers, directors, members of a board, committee or other corporate body of Kepler M2, Financière Kepler, Kepler and TVN, it being expressly specified, for the avoidance of doubt, that such revised version may include modifications with respect to any offices Mr. Delahousse and Mr. Congard may have within the Target Companies other than Kepler M2, Financière Kepler, Kepler and TVN, which the parties to this Letter expressly acknowledge and agree. Such revised version of Schedule 4.3(a)(iv) to the Securities Purchase Agreement shall be hereinafter referred to as the "New Schedule 4.3(a)(iv)".

(b)

Should the Offeror notify to the Sellers’ Representative a New Schedule 4.3(a)(iv) within the above-mentioned timeframe, such New Schedule 4.3(a)(iv) shall, with effect from (and including) the date of such notice, automatically supersede Schedule 4.3(a)(iv) to the Securities Purchase Agreement as appended as of the date hereof, so that any reference to Schedule 4.3(a)(iv) to the Securities Purchase Agreement shall be construed as a reference to the New Schedule 4.3(a)(iv), which the parties to this Letter expressly acknowledge and agree. With effect from (and including) the date of such notice, Schedule 4.3(a)(iv) to the Securities Purchase Agreement as appended as of the date hereof shall be modified, restated and replaced in its entirety by New Schedule 4.3(a)(iv), which the parties to this Letter expressly acknowledge and agree.

(c)	The parties to this Letter hereby agree that should the Offeror notify to the Sellers’ Representative a New Schedule 4.3(a)(iv) within two (2) Business Days of the receipt of an Exercise Notice, such New Schedule 4.3(a)(iv) shall be appended to the execution version of the Securities Purchase Agreement on the Signing Date.

12.	CONDITIONS PRECEDENT TO SIGNING

(a)	The obligations of the Offeror and the Purchaser under the Put Option shall be subject to the fulfillment or waiver (in whole or in part) by the Offeror on the Signing Date at the latest of the following conditions (the "Conditions Precedent to Signing"):

(i)	a written commitment for at least one hundred million US Dollars ($100,000,000) of financing shall have been obtained by the Offeror on the earlier of (x) the expiry of a three (3)-Business Day period following the public announcement of the Transaction

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(ii)	the IP Agreement shall have been duly executed by Kepler and France Brevets and a certified copy of the IP Agreement duly executed by Kepler and France Brevets shall have been provided to the Offeror and the Purchaser, in both cases on the date of the Exercise Notice at the latest;

(iii)	the Information and Consultation Process shall have been fully completed and evidence thereof shall have been provided to the Offeror and the Purchaser, in both cases on the date of the Exercise Notice at the latest;

(iv)	the provisions of paragraphs (a) and (b) of Clause 5 of this Letter shall have been definitively complied with and evidence thereof shall have been provided to the Offeror and the Purchaser, in both cases on the date of the Exercise Notice at the latest;

(v)	no Material Adverse Change shall have occurred prior to or on the Signing Date; and

(vi)	no Permitted Transfer shall have been completed in breach of Clause 10 prior to or on the Signing Date.

(b)

In the event that any and all Conditions Precedent to Signing are not fulfilled or validly waived on the Signing Date at the latest, the Offeror may elect, without incurring any liability whatsoever in such respect, notwithstanding any provisions to the contrary in this Letter, which the parties to this Letter expressly acknowledge and agree, to terminate this Letter (subject to Clauses 3(c)(if applicable), 13(f), 17 through 19 and 22, which shall survive such termination) upon written notice served to the Sellers’ Representative, in which case the Securities Purchase Agreement shall not be executed.

13.	EXERCISE OF THE PUT OPTION - EXECUTION OF THE SECURITIES PURCHASE AGREEMENT

(a)	If the Sellers decide to exercise the Put Option, the Sellers’ Representative shall do so on behalf of all the Sellers by notifying the Offeror and the Purchaser in writing of the Sellers’ decision between the Exercise Period Opening Date (included) and the Expiry Date (included) (the "Exercise Notice"), in the form attached to this Letter as Schedule 2.

(b)

The Exercise Notice shall specify the date (being a Business Day no sooner than the fifth (5th) Business Day and no later than the tenth (10th) Business Day after the date on which the notice was sent) on which the Securities Purchase Agreement is to be executed, unless the Offeror and the Sellers’ Representative agree in writing on another date prior to or on such date (either of such dates, the "Signing Date"), and the time and location in Paris at which the Securities Purchase Agreement is to be executed, unless otherwise agreed in writing by the Sellers’ Representative and the Offeror prior to or on the Signing Date.

(c)

In any case, subject to the sending of the Exercise Notice between the Exercise Period Opening Date (included) and the Expiry Date (included) and subject to the terms of this Letter (and, in particular, subject to the terms of Clauses 3(b), 9(b) and 12), we irrevocably undertake to procure that the Purchaser executes, and the Purchaser hereby irrevocably undertakes to execute the Securities Purchase Agreement, and we irrevocably undertake to execute the Securities Purchase Agreement for the sole purpose of Section 11.4 of the Securities Purchase Agreement, on the Signing Date, at the time and location specified in the Exercise Notice, or at such other time and/or location as may be agreed upon in writing by the Sellers’ Representative and the Offeror prior to or on the Signing Date.

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(d)	We acknowledge that as of the date hereof, the Sellers accept the benefit of the Put Option without undertaking to exercise it. Until the Sellers’ Representative’s exercise of the Put Option on behalf of all the Sellers, the Sellers will therefore not be committed to sell the Transferred Securities to the Purchaser and will not be bound by any obligation in connection with the Transaction.

(e)

In connection with the significant amount of fees and expenses incurred by the Offeror on behalf of the Purchaser and/or by the Purchaser since the beginning of our discussions for the purposes of evaluating the Transaction and preparing this Letter (together with its Schedules), the Sellers hereby undertake, individually and not jointly (conjointement mais non solidairement), to reimburse to the Purchaser (or to the Offeror or to such other Affiliate of the Offeror and within such proportions as the Purchaser and the Offeror may jointly notify to the Sellers’ Representative for such purpose), within thirty (30) calendar days of, where applicable, the Expiry Date or the Signing Date, those fees and expenses, in a maximum aggregate amount of five millions Euros (€5,000,000) and provided that the relevant supporting documents are provided to the Sellers’ Representative, each of them within the limit of its Portion (as such term is defined below) of such fees and expenses, (A) should the Sellers’ Representative (on behalf of all the Sellers): (i) refuse any proposition by the Offeror to postpone the date mentioned in Clause 1(a)(ii) pursuant to Clause 1(b) by at least one (1) month, where the Exercise Period Opening Date may not occur before March 31, 2016 for a reason beyond the Offeror’s control; or (ii) decide, as is the Sellers’ right, not to exercise the Put Option on behalf of all the Sellers between the Exercise Period Opening Date (included) and the Expiry Date (included), provided that the Offeror has complied with all of its material obligations hereunder, or (B) should any Seller or Kepler M2 not proceed with the execution of the Securities Purchase Agreement on the Signing Date, in the event that the Put Option is exercised by the Sellers’ Representative on behalf of all the Sellers between the Exercise Period Opening Date (included) and the Expiry Date (included). For the avoidance of doubt, it is expressly specified that in the event that the Put Option and this Letter terminate at the date mentioned in Clause 1(a)(ii) (as postponed pursuant to (A)(i) above, as the case may be) in accordance with Clause 1(b) above prior to the occurrence of the Exercise Period Opening Date for any reason beyond the Sellers’ control, the Sellers shall not be liable for any reimbursement of fees and expenses whatsoever.

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(f)

Subject to the provisions of Clause 13(e) above, each party to this Letter shall be responsible for payment of all fees and costs incurred by it or on its behalf in connection with the negotiation, preparation and signing of this Letter (and its Schedules) and the consummation of the transactions contemplated hereby, including the fees and disbursements of its financial advisors, accountants and attorneys.

(g)	In any case, each party to this Letter agrees to be bound by the specific commitments expressly made by it under this Letter, as the case may be.

(h)

Subject to the sending by the Sellers’ Representative of the Exercise Notice between the Exercise Period Opening Date (included) and the Expiry Date (included) and subject to the terms of this Letter (and, in particular, subject to the terms of Clauses 3(b), 9(b) and 12), Kepler M2 hereby irrevocably undertakes to execute, and the Sellers undertake to procure that Kepler M2 executes, the Securities Purchase Agreement for the sole purpose of Sections 5.1 to 5.5, 5.9 and 5.12 of the Securities Purchase Agreement on the Signing Date, at the time and location specified in the Exercise Notice, or at such other time and/or location as may be agreed upon in writing by the Sellers’ Representative and the Offeror prior to or on the Signing Date.

14.	MANAGEMENT SINCE THE DATE HEREOF

(a)

As from the date hereof (included) and until (and including) the actual date of execution of the Securities Purchase Agreement (or, failing the delivery of an Exercise Notice, the Expiry Date, or, in case of termination of this Letter in accordance with the provisions of Clauses 3(b), 9(b) and 12, the date of receipt by the Sellers’ Representative of the termination notice served by the Offeror), except as may be (x) required by applicable Laws or any Governmental Authority, or (y) expressly contemplated in this Letter or in the Securities Purchase Agreement, or (z) consented to in writing by the Offeror and the Purchaser (which consent shall not be unreasonably withheld or delayed, having due consideration for the interests of the Group Companies and ManCo), the Sellers and ManCo, within the limits of their respective authority as shareholder, officer, director or employee of the Target Companies, undertake to:

(i)	procure that the Target Companies will carry on their activities only in the ordinary course of business, with due care and attention as bon père de famille (de façon prudente, diligente et soigneuse) and in substantially the same manner as heretofore conducted, so as to preserve in all material respects their businesses and their relationships with Third Parties including their customers; and

(ii)	without limiting the general scope of paragraph (i) above, prevent each of the Group Companies and ManCo from taking or committing to take any of the actions set forth in Sections 5.9(b)(i) to 5.9(b)(xxiv) of the Securities Purchase Agreement.

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(b)

For the purposes of granting any consents which may be requested by the Sellers' Representative, a Group Company or ManCo pursuant to this Clause 14, the Offeror and the Purchaser hereby designate Mr. Shahar Bar with immediate effect and represent and warrant to, and agree with, the Sellers' Representative, each of the Sellers and Kepler M2 that Mr. Shahar Bar shall have full capacity and right to give any such consents on behalf of the Offeror and the Purchaser during the term of this Letter. Within three (3) Business Days of receipt of any request for consent by the Sellers' Representative, a Group Company or ManCo, Mr. Shahar Bar, on behalf of the Offeror and the Purchaser, shall have the right to notify the Sellers' Representative, the relevant Group Company or ManCo that the Offeror and the Purchaser object to the proposed action (which notice of objection shall indicate their reasons for so objecting). If Mr. Shahar Bar, on behalf of the Offeror and the Purchaser, shall not have notified the Sellers' Representative, the relevant Group Company or ManCo, as the case may be, of the objection of the Offeror and the Purchaser to a proposed action within such period of three (3) Business Days, the Offeror and the Purchaser shall be deemed to have consented to such proposed action.

15.	ACCESS TO THE TARGET COMPANIES

16.	EXCLUSITIVITY

(a)

In consideration for the Put Option granted under this Letter, during the period from the date hereof (included) to the actual date of execution of the Securities Purchase Agreement (or, failing the delivery of an Exercise Notice, the Expiry Date, or, in case of termination of this Letter in accordance with the provisions of Clauses 3(b), 9(b) and 12, the date of receipt by the Sellers’ Representative of the termination notice served by the Offeror), the Sellers shall not, and shall procure that the Target Companies shall not, directly or indirectly:

(i)

enter into a Contract for the transfer, by any means, of substantial assets of any of the Target Companies or acquisition of all or part of the equity interests in or of any of the Target Companies, the merger, spin-off, contribution, business combination, recapitalization, or similar transaction involving any of the Target Companies other than the transactions contemplated by the Securities Purchase Agreement (any of the foregoing being referred to as an "Acquisition Proposal");

(ii)	solicit, initiate or encourage any inquiries or proposals that constitute or could reasonably constitute an Acquisition Proposal;

(iii)	initiate or engage in negotiations with any Person (or group of Persons) other than the Offeror and the Purchaser (a "Potential Bidder") concerning any Acquisition Proposal; provided, however, to the extent that any of the foregoing have already occurred, they shall be suspended or terminated during the period from the date

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(iv)	undertake any action which may jeopardize the Transaction.

(b)

During the period from the date hereof (included) to the actual date of execution of the Securities Purchase Agreement (or, failing the delivery of an Exercise Notice, the Expiry Date, or, in case of termination of this Letter in accordance with the provisions of Clauses 3(b), 9(b) and 12, the date of receipt by the Sellers’ Representative of the termination notice served by the Offeror), the Sellers shall, and shall procure that the Target Companies shall, immediately notify the Offeror and the Purchaser of any contacts received by them or any of their representatives or advisors or Affiliates or Connected Persons from a Potential Bidder to discuss or negotiate a possible Acquisition Proposal. Such notice shall indicate in reasonable detail the identity of the Potential Bidder and the content of the discussion or Acquisition Proposal, if one was made.

(c)	Notwithstanding the provisions of paragraphs (a) and (b) above, the Holding shall be entitled to inform its employees of the possibility to present an acquisition offer in accordance with Clause 5 and provide them with any reasonable information they may request in such context.

(d)

The Sellers may terminate this exclusivity undertaking with immediate effect upon written notice served by the Sellers’ Representative to the Offeror in the event that the Purchaser fails to execute the Securities Purchase Agreement and/or the Offeror fails to execute the Securities Purchase Agreement for the sole purpose of Section 11.4 of the Securities Purchase Agreement, on the Signing Date, provided that all the Conditions Precedent to Signing are satisfied or validly waived on the Signing Date at the latest and this Letter has not been previously terminated pursuant to Clauses 3(b) and 9(b) above.

17.	CONFIDENTIALITY

(a)

The existence and terms of this Letter as well as the status of the Transaction process, the terms and conditions, or any other fact or information with respect to the Transaction shall be kept strictly confidential and shall not be disclosed by the parties to this Letter to any third party other than the Affiliates and Connected Persons of the parties to this Letter, except as may be required (i) by applicable Laws or any Governmental Authority or (ii) for the due performance of any obligation under this Letter (including for the purposes of Clauses 3 and 10).

(b)	Sections 11.2.1 and 11.2.2(a) of the Securities Purchase Agreement shall apply mutatis mutandis to this Letter and from the date hereof.

18.	SELLERS' REPRESENTATIVE

(a)

Mr. Delahousse is hereby unconditionally, irrevocably and exclusively appointed as the representative of the Sellers for the purposes of any consent, notice, action or step to be given, conducted or taken hereunder for which this Letter expressly provides that such consent, notice, action or step is to be given, conducted or taken by the Sellers’ Representative. In all cases where this Letter so refers to a consent, notice, action or step to be given, conducted or taken by the Sellers’ Representative, Mr. Delahousse shall be the sole Person entitled to act in the name and for the account (“au nom et pour le compte”) of all Sellers, in the capacity of the Sellers’ joint representative (“mandataire commun”) in accordance with article 1984 et seq. of the French Civil Code. The Sellers shall be bound by any decision and act of the Sellers’ Representative made in accordance with this Letter. The Sellers’ Representative shall

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(b)

Notwithstanding anything to the contrary in this Letter, should Mr. Delahousse, hereby appointed, be unable to perform his duties in acting as the Sellers’ Representative, for any reason whatsoever, Mr. Congard will replace him as Sellers’ Representative. In such case, Mr. Congard must notify to each Seller, to the Offeror and to the Purchaser that he is henceforth acting as the Sellers’ Representative.

(c)

Should Mr. Congard be unable to perform his duties to act as the Sellers’ Representative, for any reason whatsoever, the Sellers’ Representative will be appointed among the Sellers by the Sellers. If the Sellers do not reach an agreement within ten (10) days of the date Mr. Congard has ceased to perform his duties as Sellers’ Representative, then the Sellers’ Representative shall be appointed among the Sellers by the President of the Commercial Court of Paris ruling in summary form (statuant en référé), such ruling being unchallengeable in appeal.

19.	NOTICES

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20.	REPRESENTATION AND WARRANTIES OF THE OFFEROR

(a)

The Offeror is a corporation duly organized and validly existing under the laws of the State of Delaware, is not in a state of insolvency (en état de cessation des paiements), nor subject to any Bankruptcy Proceedings and no facts exist that would result in any such event occurring. The Offeror has the corporate power and authority to enter into this Letter, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

(b)	The execution of this Letter and the consummation of the transactions contemplated hereby have been duly authorized by the competent corporate bodies of the Offeror, and no other corporate action on the part of the Offeror is necessary to authorize the execution of this Letter or the consummation of any of the transactions contemplated hereby.

(c)	This Letter has been duly executed by the Offeror and constitutes, and shall constitute, legal, valid and binding obligations of the Offeror, enforceable against it in accordance with its terms.

(d)	Neither the entering into of this Letter nor the performance by the Offeror of its obligations hereunder, nor the consummation of the transactions contemplated herein does or will:

(i)	conflict with or violate any provision of the Organizational Documents of the Offeror;

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(ii)	violate, conflict with or result in the breach or termination of, or constitute a default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), under the terms of, any Contracts or Governmental Authorizations to which the Offeror or any of its Affiliates is a party or by which the Offeror or any of its Affiliates is bound; or

(iii)	subject to the obtaining of the FMEF Clearance, constitute a violation by the Offeror or any of its Affiliates of any applicable Laws or Judgments, except for any such matters that would not, either individually or in the aggregate, have a material adverse effect on the ability of the Offeror to perform its obligations under this Letter.

(e)

Other than the FMEF Clearance, no Governmental Authorization or other third party consent is required to be made or obtained by the Offeror or any of its Affiliates prior to the Closing in connection with: (a) the entering into of this Letter by the Offeror, (b) the performance by the Offeror of its obligations hereunder, or (c) the consummation of any of the transactions contemplated by this Letter.

21.	REPRESENTATION AND WARRANTIES OF THE SELLERS

(a)	Each Seller which is not an individual is duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation and has all requisite corporate power and authority to own its assets and conduct its business as it has been and is now being conducted.

(b)	Each Seller which is not an individual is not or has not been in a state of insolvency (en état de cessation des paiements), nor subject to any Bankruptcy Proceedings and no facts exist that would result in any such event occurring.

(c)	Each Seller has the legal capacity or corporate power and authority and all rights to enter into this Letter, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

(d)	The execution of this Letter and the consummation of the transactions contemplated hereby have been duly authorized by the competent corporate bodies of each Seller which is not an individual, and no other corporate action on the part of each of such Seller is necessary to authorize the execution of this Letter or the consummation of any of the transactions contemplated hereby.

(e)	This Letter has been duly executed by each Seller and constitutes, and shall constitute, legal, valid and binding obligations of each Seller, enforceable against it in accordance with its terms.

(f)	Neither the entering into of this Agreement, nor the performance by each Seller of its obligations hereunder, nor the consummation of the transactions contemplated herein does or will:

(i)	conflict with or violate any provision of the Organizational Documents of the relevant Seller (if such Seller is not an individual);

(ii)	violate, conflict with or result in the breach or termination of, or constitute a default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), under the terms of, any Contracts or

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(iii)	subject to the obtaining of the FMEF Clearance, constitute a violation by the relevant Seller or any of its Affiliates (other than the Target Companies) of any applicable Laws or Judgments, except for any such matters that would not, either individually or in the aggregate, have a material adverse effect on the ability of such Seller to perform its obligations under this Letter.

(g)

Other than the FMEF Clearance, no Governmental Authorization or other third party consent is required to be made or obtained by each Seller or any of its Affiliates (other than the Target Companies) prior to the Closing in connection with: (a) the entering into of this Letter by the relevant Seller, (b) the performance by the relevant Seller of its obligations hereunder, or (c) the consummation of any of the transactions contemplated by this Letter.

22.	GOVERNING LAW

(a)	This Letter and any contractual or non-contractual obligation arising out of or in connection with this Letter shall be governed by, and construed in accordance with, French law.

(b)	All disputes arising out of or in connection with this Letter (including without limitation with respect to the existence, validity, performance, termination and interpretation of this Letter and any non-contractual obligation arising out of or in connection with this Letter) shall be submitted to the exclusive jurisdiction of the Commercial Court of Paris.

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1)	Mr. Eric Louvet, a French citizen, born on March 31, 1972 at Caen (14000), residing at 252, rue Saint-Malo, 35700 Rennes (France), referred to herein as “Mr. Louvet”, represented by Mr. Christophe Delahousse, duly authorized for the purpose hereof;

2)	Mr. Eric Gallier, a French citizen, born on July 10, 1963 at Rennes (35000), residing at 11, rue des Conrois, 35200 Rennes (France), referred to herein as “Mr. Gallier”, represented by Mr. Christophe Delahousse, duly authorized for the purpose hereof;

3)	Mr. Jean-Marc Guiot, a French citizen, born on April 2, 1964 at L’Haÿ-les-Roses (94240), residing at 21, rue Jules Renard, 35760 Saint Grégoire (France), referred to herein as “Mr. Guiot”, represented by Mr. Christophe Delahousse, duly authorized for the purpose hereof;

4)	Mr. Claude Perron, a French citizen, born on July 16, 1958 at Loudeac (22600), residing at 11, allée de la Ferme, 35830 Betton (France), referred to herein as “Mr. Perron”, represented by Mr. Christophe Delahousse, duly authorized for the purpose hereof;

5)	Mrs. Crystèle Trévisan-Jallu, a French citizen, born on December 9, 1974 at Saint-Malo (35), residing at 2, rue de la Bobinais, 35170 Bruz (France), referred to herein as “Mrs. Trévisan-Jallu”, represented by Mr. Christophe Delahousse, duly authorized for the purpose hereof;

6)	Mr. Marc Procureur, a French citizen, born on March 10, 1970 at Paris (75011), residing at 30, rue Michelet, 35700 Rennes (France), referred to herein as “Mr. Procureur”, represented by Mr. Christophe Delahousse, duly authorized for the purpose hereof;

7)	Mrs. Delphine Sauvion, a French citizen, born on April 21, 1977 at Toulouse (31), residing at 52, rue de la Coussaye, 95880 Enghien-les-Bains (France), referred to herein as “Mrs. Sauvion”, represented by Mr. Christophe Delahousse, duly authorized for the purpose hereof;

8)	Mr. Christophe Delahousse, a French citizen, born on September 8, 1965 at Calais (62100), residing at 15, rue Trévois, 92300 Levallois-Perret (France), referred to herein as “Mr. Delahousse”;

9)	Mr. Hervé Congard, a French citizen, born on March 29, 1964 at Lannion (56000), residing at 16, rue Blaise Pascal, 56100 Lorient (France), referred to herein as “Mr. Congard”, represented by Mr. Christophe Delahousse, duly authorized for the purpose hereof;

10)

Winch Capital 3, a fonds professionnel de capital investissement (FPCI) governed by the French Code monétaire et financier (referred to herein as “FPCI Winch Capital 3”), represented by its management company (société de gestion), Edmond de Rothschild Investment Partners, a company (société en commandite par actions) organized under the laws of France, having a share capital of €501,500 and its registered office at 47, rue du Faubourg Saint-Honoré, 75008 Paris (France), registered with the French Registry of Commerce and Companies under number 444 071 989 RCS Paris (“EDRIP”), itself represented by Mr. Sylvain Charignon, duly authorized for the purpose hereof;

11)

Montalivet Networks, a company (société par actions simplifiée) organized under the laws of France, having a share capital of €100 and its registered office at 10, rue du Colisée, 75008 Paris (France), registered with the French Registry of Commerce and Companies under number 805 017 845 RCS Paris (referred to herein as “Montalivet Networks”), represented by EDRIP, itself represented by Mr. Sylvain Charignon, duly authorized for the purpose hereof;

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12)	Mr. Arnaud de Puyfontaine, a French citizen born on April 26, 1964 at Paris (75008) and residing at 37, rue du Général Foy, 75008 Paris (France), referred to herein as “Mr. de Puyfontaine”, represented by Mr. Sylvain Charignon, duly authorized for the purpose hereof; and

13)

FPCI CIC Mezzanine 3, a fonds professionnel de capital investissement (FPCI) governed by the French Code monétaire et financier (referred to herein as “FPCI CIC Mezzanine 3”), represented by its management company (société de gestion), CM-CIC Private Debt, a company (société par actions simplifiée) organized under the laws of France, having a share capital of €625,000 and its registered office at 4, rue Gaillon, 75002 Paris (France), registered with the French Registry of Commerce and Companies under number 503 110 595 RCS Paris, itself represented by Mr. Sylvain Charignon, duly authorized for the purpose hereof.

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To:	Harmonic Inc.

Cc:	Shearman & Sterling LLP

(i)	Notify the Offeror and the Purchaser of the Sellers’ decision to exercise the Put Option;

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(ii)	Confirm to the Offeror and the Purchaser that:

•	the IP Agreement has been duly executed by Kepler and France Brevets and a certified copy of the IP Agreement duly executed by Kepler and France Brevets has been provided to the Offeror and the Purchaser, in both cases on or prior to the date hereof;

•	the Information and Consultation Process has been fully completed and evidence thereof has been provided to the Offeror and the Purchaser, in both cases on or prior to the date hereof;

•	the provisions of paragraphs (a) and (b) of Clause 5 of the Put Option Agreement have been definitively complied with and evidence thereof has been provided to the Offeror and the Purchaser, in both cases on or prior to the date hereof;

•	as of the date hereof, save for what has been set forth in the Securities Purchase Agreement or notified pursuant to Clause 9(a) of the Put Option Agreement as constituting or being likely to constitute a Material Adverse Change, no circumstance, event or fact has occurred since the Reference Date that constitutes or would be likely to constitute a Material Adverse Change;

•	pursuant to Clause 9(a)(ii) of the Put Option Agreement, the Offeror and the Purchaser will be promptly notified of the occurrence (or non-occurrence) between the date hereof (included) and the actual date of execution of the Securities Purchase Agreement (included) of any event, the occurrence (or non-occurrence) of which constitutes or would be likely to constitute a Material Adverse Change;

•	as of the date hereof, no Permitted Transfer has been completed in breach of Clause 10 prior to or on the Signing Date;

•	pursuant to Clause 10, no Permitted Transfer will be completed from the date hereof (included); and

•

pursuant to Clause 11, should the Offeror notify to the Sellers’ Representative a New Schedule 4.3(a)(iv) within two (2) Business Days of the receipt of this Exercise Notice, such New Schedule 4.3(a)(iv) will, with effect from (and including) the date of such notice, automatically supersede Schedule 4.3(a)(iv) to the Securities Purchase Agreement as appended as of the date of the Put Option Agreement, so that any reference to Schedule 4.3(a)(iv) to the Securities Purchase Agreement will be construed as a reference to the New Schedule 4.3(a)(iv). With effect from (and including) the date of such notice, Schedule 4.3(a)(iv) to the Securities Purchase Agreement as appended as of the date of the Put Option Agreement will be modified, restated and replaced in its entirety by New Schedule 4.3(a)(iv) and therefore we confirm that the New Schedule 4.3(a)(iv) will be appended to the execution version of the Securities Purchase Agreement on the Signing Date.

(iii)

Specify that the Securities Purchase Agreement is to be executed on [•], 2016, unless the Sellers’ Representative and the Offeror agree in writing on another date prior to or on such date, and at [•] [a.m./p.m.] (Paris time), at the offices of Shearman & Sterling LLP, 114, avenue des Champs-Elysées, 75008 Paris (France), unless otherwise agreed between the Sellers’ Representative and the Offeror in writing prior to or on the Signing Date.

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1)	Mr. Eric Louvet, a French citizen, born on March 31, 1972 at Caen (14000), residing at 252, rue Saint-Malo, 35700 Rennes (France), hereinafter referred to as “Mr. Louvet”, represented by Mr. Christophe Delahousse, duly authorized for the purpose hereof;

2)	Mr. Eric Gallier, a French citizen, born on July 10, 1963 at Rennes (35000), residing at 11, rue des Conrois, 35200 Rennes (France), hereinafter referred to as “Mr. Gallier”, represented by Mr. Christophe Delahousse, duly authorized for the purpose hereof;

3)	Mr. Jean-Marc Guiot, a French citizen, born on April 2, 1964 at L’Haÿ-les-Roses (94240), residing at 21, rue Jules Renard, 35760 Saint Grégoire (France), hereinafter referred to as “Mr. Guiot”, represented by Mr. Christophe Delahousse, duly authorized for the purpose hereof;

4)	Mr. Claude Perron, a French citizen, born on July 16, 1958 at Loudeac (22600), residing at 11, allée de la Ferme, 35830 Betton (France), hereinafter referred to as “Mr. Perron”, represented by Mr. Christophe Delahousse, duly authorized for the purpose hereof;

5)	Mrs. Crystèle Trévisan-Jallu, a French citizen, born on December 9, 1974 at Saint-Malo (35), residing at 2, rue de la Bobinais, 35170 Bruz (France), hereinafter referred to as “Mrs. Trévisan-Jallu”, represented by Mr. Christophe Delahousse, duly authorized for the purpose hereof;

6)	Mr. Marc Procureur, a French citizen, born on March 10, 1970 at Paris (75011), residing at 30, rue Michelet, 35700 Rennes (France), hereinafter referred to as “Mr. Procureur”, represented by Mr. Christophe Delahousse, duly authorized for the purpose hereof;

7)	Mrs. Delphine Sauvion, a French citizen, born on April 21, 1977 at Toulouse (31), residing at 52, rue de la Coussaye, 95880 Enghien-les-Bains (France), hereinafter referred to as “Mrs. Sauvion”, represented by Mr. Christophe Delahousse, duly authorized for the purpose hereof;

8)	Mr. Christophe Delahousse, a French citizen, born on September 8, 1965 at Calais (62100), residing at 15, rue Trébois, 92300 Levallois-Perret (France), hereinafter referred to as “Mr. Delahousse”;

9)	Mrs. Laure de Robien (married name: Delahousse), a French citizen, born on May 23, 1966 at Amiens (80000), residing at 15, rue Trébois, 92300 Levallois-Perret (France), hereinafter referred to as “Mrs. Laure Delahousse”, represented by Mr. Christophe Delahousse, duly authorized for the purpose hereof;

10)	Mrs. Camille Delahousse (married name: Lefebvre), a French citizen, born on September 17, 1991 at Amiens (80000), residing at 37 ter, rue de Villiers, 92200 Neuilly-sur-Seine (France), hereinafter referred to as “Mrs. Camille Delahousse”, represented by Mr. Christophe Delahousse, duly authorized for the purpose hereof;

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11)	Mr. Edouard Delahousse, a French citizen, born on August 26, 1993 at Amiens (80000), residing at 15, rue Trébois, 92300 Levallois-Perret (France), hereinafter referred to as “Mr. Edouard Delahousse”, represented by Mr. Christophe Delahousse, duly authorized for the purpose hereof;

12)	Mrs. Constance Delahousse, a French citizen, born on July 10, 1995 at Amiens (80000), residing at 15, rue Trébois, 92300 Levallois-Perret (France), hereinafter referred to as “Mrs. Constance Delahousse”, represented by Mr. Christophe Delahousse, duly authorized for the purpose hereof;

13)	Mr. Hervé Congard, a French citizen, born on March 29, 1964 at Lannion (22300), residing at 16, rue Blaise Pascal, 56100 Lorient (France), hereinafter referred to as “Mr. Congard”, represented by Mr. Christophe Delahousse, duly authorized for the purpose hereof;

14)	Mr. Louis Congard, a French citizen, born on July 20, 1994 at Hennebont (56700), residing at 16, rue Blaise Pascal, 56100 Lorient (France), hereinafter referred to as “Mr. Louis Congard”, represented by Mr. Christophe Delahousse, duly authorized for the purpose hereof;

15)	Mrs. Anne Congard, a French citizen, born on August 20, 1996 at Pont-l’Abbé (29120), residing at 16, rue Blaise Pascal, 56100 Lorient (France), hereinafter referred to as “Mrs. Anne Congard”, represented by Mr. Christophe Delahousse, duly authorized for the purpose hereof;

16)

Winch Capital 3, a fonds professionnel de capital investissement (FPCI) governed by the French Code monétaire et financier, represented by its management company (société de gestion), Edmond de Rothschild Investment Partners, a company (société en commandite par actions) organized under the laws of France, having a share capital of €501,500 and its registered office at 47, rue du Faubourg Saint-Honoré, 75008 Paris (France), registered with the French Registry of Commerce and Companies under number 444 071 989 RCS Paris (“EDRIP”), represented by Mr. Sylvain Charignon, duly authorized for the purpose hereof (hereinafter referred to as “FPCI Winch Capital 3”);

17)

Montalivet Networks, a company (société par actions simplifiée) organized under the laws of France, having a share capital of €100 and its registered office at 10, rue du Colisée, 75008 Paris (France), registered with the French Registry of Commerce and Companies under number 805 017 845 RCS Paris, represented by EDRIP, itself represented by Mr. Sylvain Charignon, duly authorized for the purpose hereof (hereinafter referred to as “Montalivet Networks”);

18)	Mr. Arnaud de Puyfontaine, a French citizen born on April 26, 1964 at Paris (75008) and residing at 37, rue du Général Foy, 75008 Paris (France), hereinafter referred to as “Mr. de Puyfontaine”, represented by Mr. Sylvain Charignon or Mr. Laurent Tourtois or Mr. Thomas Duteil, each of them being duly authorized for the purpose hereof;

19)	FPCI CIC Mezzanine 3, a fonds professionnel de capital investissement (FPCI) governed by the French Code monétaire et financier, represented by its management company (société de gestion),

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20)

Harmonic International AG, a company (limited company) organized under the laws of Switzerland, having a share capital of CHF 100,200 and its registered office at Avenue de la Gare 12, 1700 Fribourg (Switzerland), and registered with the Register of Commerce of Fribourg under the Company Identification Number (UID) CHE-114.530.405, represented by Mr. Raphael Segur, duly authorized for the purpose hereof (hereinafter referred to as the “Purchaser”),

21)	Harmonic Inc., a company organized under the laws of the United States of America, having its registered office at 4300 North First Street, San Jose, CA 95134, represented by Mr. Patrick Harshman, duly authorized for the purpose hereof (hereinafter referred to as the “Mother Company”), entering into this agreement for the sole purpose of Section 11.4; and

22)

Kepler M2, a company (société par actions simplifiée) organized under the laws of France, having a share capital of €3,635,805 and its registered office at 15, rue Trébois, 92300 Levallois-Perret (France), registered with the French Registry of Commerce and Companies under number 531 550 242 RCS Nanterre, represented by Mr. Delahousse, duly authorized for the purposes hereof (hereinafter referred to as “Kepler M2” or “ManCo”), being a party to this Agreement for the sole purpose of Sections 5.1 to 5.5, 5.9 and 5.12.

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A.	Financière Kepler is a company (société par actions simplifiée) organized under the laws of France, having a share capital of €10,553,578 and its registered office at 9, avenue des Trois Fontaines - Immeuble Cergy Etoile, 95000 Cergy (France), and registered with the French Registry of Commerce and Companies under number 805 017 951 RCS Pontoise (“Financiere Kepler” or the “Holding”).

B.

On the date hereof, the Sellers (other than Mr. Louvet, Mr. Gallier, Mr. Guiot, Mr. Perron, Mrs. Trévisan-Jallu, Mr. Procureur and Mrs. Sauvion) and Kepler M2 collectively hold 100% of the Ordinary Shares, ORAs, OCRs and OBSAs (as such terms and such other capitalized terms as are used without definition in these Recitals are defined in Schedule 1.1 (Definitions)), representing 100% of the share capital and voting rights of Financière Kepler on a fully diluted basis, and, individually, the number of Ordinary Shares, ORAs, OCRs and OBSAs set forth opposite their respective names in the table appearing on Schedule B (Allocation of the Securities of the Holding as of the date hereof).

C.	On the date hereof, the ManCo Shareholders collectively hold 100% of the ManCo Shares, representing 100% of the share capital and voting rights of ManCo, and, individually, the number of ManCo Shares set forth opposite their respective names in the table appearing on Schedule C (Allocation of the ManCo Shares as of the date hereof).

D.

On the date hereof, Financière Kepler holds 5,817,000 ordinary shares (actions ordinaires) of Kepler, a company (société par actions simplifiée) organized under the laws of France, having a share capital of €5,817,000 and its registered office located at 9, avenue des Trois Fontaines - Immeuble Cergy Etoile, 95000 Cergy (France), and registered with the French Registry of Commerce and Companies under number 531 086 411 RCS Pontoise (“Kepler” or the “Company”), representing 100% of the share capital and voting rights of the Company.

E.

On the date hereof, (i) Financière Kepler and Kepler hold 568,954 ordinary shares (actions ordinaires) of Thomson Video Networks, a company (société par actions simplifiée) organized under the laws of France, having a share capital of €5,689,540 and its registered office located at 57, rue Clément Ader, 35510 Cesson-Sévigné (France), and registered with the French Registry of Commerce and Companies under number 477 555 718 RCS Rennes (“TVN”), representing 100% of the share capital and voting rights of TVN on a non-diluted basis, and (ii) FCPE TVN Investissement, a fonds commun de placement d’entreprise governed by the French Code monétaire et financier, registered with the French Market Authority (Autorité des Marchés Financiers) under number FCE20120073 and managed by Equalis Capital France SAS (517 705 679 RCS Paris), registered as management company (société de gestion) with the French Market Authority (Autorité des Marchés Financiers) under number GP-09000014, holds 100% of the TVN ORANs. On the date hereof, the 568,954 ordinary shares (actions ordinaires) of TVN and the TVN ORANs represent 100% of the share capital and voting rights of TVN on a fully diluted basis.

F.	On the date hereof, TVN holds the companies set out in the chart appearing on Schedule F (Chart of the Group Companies), such companies, TVN, the Company and the Holding being hereinafter collectively referred to as the “Group Companies” and individually as a “Group Company”.

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G.

As part of the proposed acquisition of the Transferred Securities, the Purchaser has had access to and has been able to review a number of documents and information of a financial, accounting, fiscal, legal and operational nature concerning ManCo and the Group Companies during (i) a due diligence investigation carried out from September 8, 2015 to December 4, 2015 and (ii) management presentations to which the Purchaser and its Affiliates were invited. All these documents and information are contained in a CD Rom delivered by the Holding to the Purchaser with a copy to the Sellers’ Representative and are referred to in this Agreement as the “Data Room”.

H.	The Sellers (each as to the Transferred Securities which such Seller will own at Closing) desire to sell, and the Purchaser desires to purchase, all the Transferred Securities upon the terms and subject to the conditions hereinafter set forth (the “Transaction”).

I.	Applicable workers' representatives bodies of the Group Companies have been informed and consulted in respect of the Transaction, and have given their opinion on the Transaction.

1.	DEFINITIONS - Interpretation

1.1	Definitions

1.2	Principles of Interpretation

(a)	The words “includes” and “including” shall mean including without limitation.

(b)	Any reference herein to “Preamble”, “Recitals”, “Volume”, “Section”, “Subsection”, “Paragraph” or “Schedule” shall be deemed a reference to the preamble, the recitals, a volume, a section, a subsection or a paragraph of, or a schedule to this Agreement unless otherwise specified.

(c)	Headings to Sections or Paragraphs and Schedules are for information only and are to be ignored in construing the same unless the context otherwise requires.

(d)	Definitions given for a noun also apply mutatis mutandis to verbs, adjectives and adverbs that have the same root and vice versa.

(e)	Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders.

(f)	This Agreement is comprised of Volume I and Volume II. The Schedules to this Agreement shall be deemed to be a part of this Agreement, and references to “this Agreement” shall be deemed to include the same. The Disclosure Schedules are arranged in sections and paragraphs corresponding to the numbered and lettered Sections and Paragraphs of this Agreement.

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(g)

The provisions of Articles 640 to 642 of the French Code of Civil Procedure (Code de procédure civile) shall be applied to calculate the period of time within which or following which any act is to be done or step taken, provided that for purposes of this Agreement, the references in Article 642 to “un jour férié ou chômé” and “premier jour ouvrable” shall be interpreted by reference to the definition of “Business Day” appearing herein.

(h)	Unless the context otherwise requires, any reference to a statutory provision shall include such provision as it exists and is construed as of the date of this Agreement.

(i)	Any reference to “written” or “writing” includes any methods of representing words (including, but not limited to, any E-mails, leaflets, papers, notes, any writing on an electronic or visual display screen or any other writing, whether or not in a transitory form).

(j)	Unless otherwise expressly provided for herein, a reference to a specific time of day shall be to local time in Paris, France.

2.	SALE AND PURCHASE OF THE TRANSFERRED SECURITIES

2.1	Sale and Purchase of the Transferred Securities

2.2	Final Price

2.2.1	The “Adjusted Initial Price” shall be:

(i)	US Dollars 75,000,000 (seventy five millions) (the “Enterprise Value”);

(ii)	adding the amount of Net Cash (if such amount is positive), as converted from Euros into US Dollars by using the Closing Exchange Rate, or subtracting the absolute value of the amount of Net Cash (if such amount is negative), as converted from Euros into US Dollars by using the Closing Exchange Rate;

(iii)	adding the amount of the Working Capital Adjustment, as converted from Euros into US Dollars by using the Closing Exchange Rate, corresponding to (a) an increase of the amount of the Adjusted Initial Price if this amount is positive and (b) a decrease of the amount of the Adjusted Initial Price if this amount is negative;

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(iv)	adding the amount of ManCo Net Cash (if such amount is positive), as converted from Euros into US Dollars by using the Closing Exchange Rate, or subtracting the absolute value of the amount of ManCo Net Cash (if such amount is negative), as converted from Euros into US Dollars by using the Closing Exchange Rate; and

(v)	adding the amount of the ManCo Working Capital Adjustment, as converted from Euros into US Dollars by using the Closing Exchange Rate, corresponding to (a) an increase of the amount of the Adjusted Initial Price if this amount is positive and (b) a decrease of the amount of the Adjusted Initial Price if this amount is negative.

2.2.2	The “Additional Price” shall be the sum of:

(i)	the Revenues Adjustment, if any; and

(ii)	the Backlog Adjustment, if any.

2.3	Estimated Initial Price

(i)	the Enterprise Value of US Dollars 75,000,000;

(ii)	plus the Estimated Net Cash (if positive), as converted from Euros into US Dollars by using the Pre-Closing Exchange Rate, or minus the absolute value of the Estimated Net Cash (if negative), as converted from Euros into US Dollars by using the Pre-Closing Exchange Rate;

(iii)	plus the Estimated Working Capital Adjustment, as converted from Euros into US Dollars by using the Pre-Closing Exchange Rate, corresponding to (a) an increase of the amount of the Estimated Initial Price if this amount is positive and (b) a decrease of the amount of the Estimated Initial Price if this amount is negative;

(iv)	plus the Estimated ManCo Net Cash (if positive), as converted from Euros into US Dollars by using the Pre-Closing Exchange Rate, or minus the absolute value of the Estimated ManCo Net Cash (if negative), as converted from Euros into US Dollars by using the Pre-Closing Exchange Rate; and

(v)	plus the Estimated ManCo Working Capital Adjustment, as converted from Euros into US Dollars by using the Pre-Closing Exchange Rate, corresponding to (a) an increase of the amount of the Estimated Initial Price if this amount is positive and (b) a decrease of the amount of the Estimated Initial Price if this amount is negative.

2.4	Payment of the Estimated Initial Price at Closing

(a)	US Dollars 13,500,000, as converted from US Dollars into Euros by using the Escrow Pre-Closing Exchange Rate (the “Amount in Escrow”), by wire transfer of immediately available Euro funds into the Escrow Account, pursuant to the provisions of the Escrow Agreement, such Amount in Escrow being released pursuant to the Escrow Agreement and Sections 2.6, 3.3(d) and 9.9 below; and

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(b)

the remaining portion of the Estimated Initial Price, if any, to the Sellers by wire transfer of immediately available US Dollar funds to such accounts of the Sellers as shall have been notified to the Purchaser by the Sellers’ Representative for such purpose in the Pre-Closing Statement, together with the allocation of the remaining portion of the Estimated Initial Price among the Sellers. Such allocation shall be made under the sole and exclusive responsibility of the Sellers in accordance with the provisions of Section 2.9 below and the Purchaser and the Target Companies shall incur no liability whatsoever in respect thereto, it being expressly specified that:

•	each Seller (other than FPCI Winch Capital 3 and Montalivet Networks) shall in no event be granted an amount higher than an amount equal to 100% of the portion of the Estimated Initial Price allocated to the Transferred Securities it owns pursuant to the provisions of Section 2.9 below less its Allocable Fraction of US Dollars 13,500,000;

•	FPCI Winch Capital 3 shall in no event be granted an amount higher than an amount equal to 100% of the portion of the Estimated Initial Price allocated to the Transferred Securities it owns pursuant to the provisions of Section 2.9 below less the sum of (i) its Allocable Fraction of US Dollars 13,500,000 and (ii) Montalivet Networks’ Allocable Fraction of US Dollars 13,500,000; and

•	Montalivet Networks shall in no event be granted an amount higher than an amount equal to 100% of the portion of the Estimated Initial Price allocated to the Transferred Securities it owns pursuant to the provisions of Section 2.9 below.

2.5	Post-Closing Determination of the Adjusted Initial Price

2.5.1	Draft Purchaser Completion Statement

(a)

its determination, in accordance with the Closing Accounts Accounting Principles, of (A) the amounts of (i) the Cash, the Debt and the Net Cash, (ii) the Working Capital, the Normative Working Capital and the Working Capital Adjustment, (iii) the ManCo Cash, the ManCo Debt and the ManCo Net Cash, (iv) the ManCo Working Capital, the ManCo Normative Working Capital and the ManCo Working Capital Adjustment and of (B) the Closing Exchange Rate, together with reasonable details and supporting documentation to such calculations; and

(b)	its determination of the Adjusted Initial Price calculated in accordance with Section 2.2.1 above and of the resulting Initial Price Adjustment.

2.5.2	Review of the draft Purchaser Completion Statement by the Sellers’ Representative

(a)

The Sellers’ Representative shall be entitled to review the Closing Accounts and the draft Purchaser Completion Statement and shall, within thirty (30) Business Days after receipt of the same, notify the Purchaser in writing (an “Objection Notice”) whether or not it accepts the draft Purchaser Completion Statement for the purposes of this Agreement. An Objection Notice shall set out in reasonable details and with supporting documentation those items of the draft Purchaser Completion Statement on which the Sellers’ Representative disagrees (the “Disputed Items”), the reasons for such disagreement and the

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(b)

If the Sellers’ Representative serves an Objection Notice in accordance with Paragraph (a) above, the Purchaser and the Sellers’ Representative shall discuss in good faith the objections of the Sellers’ Representative on the Disputed Items and shall use their reasonable endeavors to reach an agreement on the adjustments (if any) to be made to the Disputed Items, within ten (10) Business Days after receipt by the Purchaser of the Objection Notice. In the case of such an agreement within the above-mentioned timeframe, the draft Purchaser Completion Statement as agreed pursuant to this Paragraph will constitute the Purchaser Completion Statement for the purposes of this Agreement and shall be final and binding on the Parties.

2.5.3	Failure to agree on the Purchaser Completion Statement

2.5.4	Procedures applicable to the determination of the Adjusted Initial Price by the Firm

(a)

Following appointment of the Firm, the Sellers’ Representative and the Purchaser shall each promptly (and in any event within ten (10) Business Days after the acceptance by the Firm of its mission) prepare a written statement setting out their respective position on each unresolved Disputed Items. This statement shall include the relevant supporting documents (including the Closing Accounts, the draft Purchaser Completion Statement and the Objection Notice) and shall be submitted to the Firm, with a copy to the other Party, for final determination.

(b)

The mission of the Firm shall be limited to the review and resolution of the unresolved Disputed Items based solely upon the elements presented by the Sellers’ Representative and the Purchaser and shall not be carried out by independent review. In determining each unresolved Disputed Item, the Firm may not assign value to such unresolved Disputed Item greater than the greater value allowed to such unresolved Disputed Item by either the Sellers’ Representative or the Purchaser or lesser than the lower value allowed to such Disputed Item by either of the Sellers’ Representative or the Purchaser.

(c)	The Firm shall act pursuant to the provisions of article 1592 of the French Civil Code and its decision shall be final and binding on the Parties and shall not be subject to any recourse before a court or arbitration

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(d)

The Firm shall make its decision after due hearings of the Purchaser and the Sellers’ Representative to which the latter shall be invited with a prior notice period of at least five (5) Business Days. The Firm shall deliver to the Sellers’ Representative and the Purchaser a final report stating its decision within twenty (20) Business Days after acceptance by the Firm of its appointment hereunder.

(e)

The decision of the Firm shall be grounded. In particular, the Firm’s final report shall include the final Purchaser Completion Statement for the purposes of this Agreement which shall include the elements mentioned in Section 2.5.1 above, and specify in reasonable details what adjustments, if any, have been made to the draft Purchaser Completion Statement in respect of the unresolved Disputed Items.

(f)

The Sellers and the Purchaser shall each be responsible for their own costs in connection with the preparation, review and agreement or determination of (i) the Cash, the Debt and the Net Cash, (ii) the Working Capital, the Normative Working Capital and the Working Capital Adjustment, (iii) the ManCo Cash, the ManCo Debt and the ManCo Net Cash, (iv) the ManCo Working Capital, the ManCo Normative Working Capital and the ManCo Working Capital Adjustment and (v) the Closing Exchange Rate and the Purchaser Completion Statement. The fees and expenses of the Firm shall be paid by the Party which proposed Adjusted Initial Price is farthest in US Dollars amount from the final determination thereof by the Firm.

2.5.5	Principles to be applied by the Parties and the Firm

(a)

The Purchaser and the Sellers’ Representative agree to promptly provide each other and, where applicable, the Firm with such information and documentation in or under their respective possession or control or in the possession or control of their Affiliates (including access at all reasonable times to their personnel, books, records and files and other relevant information (including working papers of the auditors)) and such cooperation and assistance, as may be reasonably required to enable the preparation, review and agreement of the Purchaser Completion Statement. The Purchaser and the Sellers shall, following the Closing Date through the date on which the Purchaser Completion Statement is agreed or determined in accordance with the preceding Paragraphs, take all actions necessary or desirable to maintain and preserve the books, records and auditors’ working papers in or under their possession or control on which the Pre-Closing Statement was based or on which the Purchaser Completion Statement is to be based so as not to impede or delay the review, objection, if any, agreement and determination of the Purchaser Completion Statement in accordance with the preceding Paragraphs.

(b)

The Firm shall guarantee due process (respect du principe du contradictoire) to the Sellers’ Representative and the Purchaser. In this respect, the Firm shall communicate to the Sellers’ Representative and/or to the Purchaser, as the case may be, any information and documents that were communicated to it by the Sellers’ Representative and/or the Purchaser, as the case may be, with respect to the resolution of the unresolved Disputed Items.

(c)	The Sellers’ Representative and the Purchaser hereby authorize each other, their respective advisers and accountants and the Firm to take copies of all information provided under Paragraph (a) above, provided that such Persons shall be bound by confidentiality undertakings consistent with the provisions of Section 11.2 below.

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(d)	For purposes of the review and resolution of the unresolved Disputed Items, the Firm shall be bound by and shall apply the definitions, formula and other terms set forth in this Agreement and more specifically in this Section 2.5.

2.6	Post-Closing Payment of the Initial Price Adjustment

(a)

If and to the extent the amount equal to the difference between the Adjusted Initial Price as resulting from the Purchaser Completion Statement and the Estimated Initial Price is positive (the “Upward Adjustment”), then the Purchaser shall, in accordance with provisions of Paragraph (c) below, pay the Upward Adjustment to the Sellers by wire transfer of immediately available US Dollar funds to such accounts of the Sellers as shall have been notified by the Sellers’ Representative to the Purchaser for such purpose at the latest five (5) Business Days after the date on which the Purchaser Completion Statement is agreed or determined in accordance with the provisions of Section 2.5 above, together with the allocation of the Upward Adjustment among the Sellers. Such allocation shall be made under the sole and exclusive responsibility of the Sellers in accordance with the provisions of Section 2.9 below and the Purchaser and the Target Companies shall incur no liability whatsoever in respect thereto.

(b)	If and to the extent the amount equal to the difference between the Adjusted Initial Price as resulting from the Purchaser Completion Statement and the Estimated Initial Price is negative (the “Downward Adjustment”), then:

(i)

If the absolute value of the Downward Adjustment, as converted from US Dollars into Euros by using the Escrow Closing Exchange Rate, is lower than the Amount in Escrow, then the Amount in Escrow shall be partially released to the Purchaser in accordance with the provisions of the Escrow Agreement, up to an amount corresponding to the absolute value of the Downward Adjustment, as converted from US Dollars into Euros by using the Escrow Closing Exchange Rate;

(ii)	If the absolute value of the Downward Adjustment, as converted from US Dollars into Euros by using the Escrow Closing Exchange Rate, is equal to the Amount in Escrow, then the Amount in Escrow shall be fully released to the Purchaser in accordance with the provisions of the Escrow Agreement;

(iii)	If the absolute value of the Downward Adjustment, as converted from US Dollars into Euros by using the Escrow Closing Exchange Rate, is greater than the Amount in Escrow, then:

(A)	the Amount in Escrow shall be fully released to the Purchaser in accordance with the provisions of the Escrow Agreement; and

(B)

the Sellers shall, in accordance with provisions of Paragraph (c) below, pay the amount by which the absolute value of the Downward Adjustment exceeds the Amount in Escrow, as converted from Euros into US Dollars by using the Closing Exchange Rate, to the Purchaser by wire transfer of immediately available US Dollar funds to such account of the Purchaser as shall have been notified by the Purchaser to the Sellers’ Representative for such purpose at the latest five (5) Business Days after the date on which the Purchaser Completion Statement is agreed or determined in accordance with the provisions of Section 2.5 above. The allocation among the Sellers of the amount to be paid to the Purchaser pursuant to this Paragraph (B), which shall be notified by the Sellers’ Representative to the Purchaser at the latest five (5) Business Days after the date on which the Purchaser Completion Statement is agreed or determined in accordance with the provisions of Section 2.5 above, shall be made under the sole and exclusive responsibility

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(c)

Any and all payments pursuant to the preceding Paragraphs of this Section 2.6 shall be made within ten (10) Business Days from the date on which the Purchaser Completion Statement is agreed or determined in accordance with the provisions of Section 2.5 above, it being specified that the Sellers’ Representative and the Purchaser shall serve to the escrow agent under the Escrow Agreement all necessary or appropriate notices in order to ensure the release of the Amount in Escrow in due time and proportion pursuant to this Section 2.6. Any payment required to be made pursuant to this Section 2.6 which is not made before the expiry of a thirty-day (30) period from its due date, shall carry interest at the rate of ten (10) percent per annum (on the basis of a year of 365 days) from the due date for payment until (and including) the date of actual payment.

(d)	The allocation of any payment to be made by or to the Sellers pursuant to this Section 2.6 shall comply with the provisions of Section 2.9.

(e)	All interests or revenue of any nature whatsoever deriving from the Amount in Escrow shall be allocated among the Purchaser and the Sellers (other than Montalivet Networks) pro rata the portion of the principal of the Amount in Escrow to be released to each of them pursuant to the Escrow Agreement, this Section 2.6 and Sections 3.3(d) and 9.9 below.

(f)

Any payment made by the Sellers pursuant to this Section 2.6 through the release of all or part of the Amount in Escrow shall be deemed, for the amount corresponding to the portion of the Downward Adjustment allocated to Montalivet Networks in accordance with the provisions of Section 2.9, if any, which is not paid in cash by Montalivet Networks to the Purchaser pursuant to Section 2.6(b)(iii)(B) above as the case may be, to be made by FPCI Winch Capital 3 for the account of Montalivet Networks, which each Party hereto expressly acknowledges and agrees. FPCI Winch Capital 3 shall be solely and exclusively responsible for recovering such amount from Montalivet Networks and the Purchaser and the Target Companies shall incur no liability whatsoever in respect to such payment by FPCI Winch Capital 3 for the account of Montalivet Networks.

(g)	For the sake of clarity, the Sellers and the Purchaser hereby agree that any Initial Price Adjustment and any payment in connection therewith shall be deemed to constitute an adjustment to the Final Price, and agree to treat any such payment as such for all Taxes, accounting and financial reporting purposes.

2.7	Post-Closing Determination of the Additional Price

2.7.1	Calculation of the Revenues Adjustment

(a)

Within ninety (90) days after the Closing, the Purchaser shall deliver to the Sellers’ Representative the 2015 Consolidated Accounts and prepare in good faith a draft statement (the “Revenues Adjustment Statement”) showing (i) the combined revenues of the Group Companies for the fiscal year ended on December 31, 2015 calculated in accordance with French GAAP and on a basis consistent with the calculation as at the Reference Date set forth in Schedule 2.7.1(a) (Calculation of the combined revenues of the Group Companies as at the Reference Date), and converted from Euros into US Dollars by using the Closing Average Exchange Rate (the “2015 Actual Revenues”), and (ii) the difference, if any, between

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(b)

The Sellers’ Representative shall notify the Purchaser in writing within thirty (30) Business Days after the receipt of the draft Revenues Adjustment Statement whether or not it accepts the Revenues Adjustment stated therein. The provisions of Sections 2.5.2 to 2.5.5 shall apply mutatis mutandis to the determination of the Revenues Adjustment; for the purpose of the foregoing, in such Sections “Purchaser Completion Statement” shall read “Revenues Adjustment Statement” and the “Adjusted Initial Price” shall read “Revenues Adjustment”.

2.7.2	Calculation of the Backlog Adjustment

(a)

Within five (5) Business Days following the date of the last shipment of the Product Backlog of the Group Companies as of December 31, 2015 and in any event within five (5) Business Days after June 30, 2016, the Purchaser shall prepare in good faith and deliver to the Sellers’ Representative a draft statement (the “Backlog Adjustment Statement”) indicating (i) the Product Backlog of the Group Companies as of December 31, 2015 (the “2015 Product Backlog”) calculated consistently with past practice and exclusively in accordance with the calculation as at the Reference Date set forth in Schedule 2.7.2(a) (Calculation of the Product Backlog of the Group Companies as of December 31, 2014 and as at the Reference Date) and, (ii) in the event such 2015 Product Backlog exceeds the Product Backlog of the Group Companies as of December 31, 2014 as set out in Schedule 2.7.2(a), the portion of such excess, if any, which has actually been shipped during the first two quarters of 2016 (such portion, as converted from Euros into US Dollars by using the Closing Average Exchange Rate, being hereinafter referred to as the “Backlog Adjustment”), it being agreed that the Backlog Adjustment shall in any event be capped to an amount of USD 5,000,000.

(b)

The Sellers’ Representative shall notify the Purchaser in writing within thirty (30) Business Days after the receipt of the draft Backlog Adjustment Statement whether or not it accepts the Backlog Adjustment stated therein. The provisions of Sections 2.5.2 to 2.5.5 shall apply mutatis mutandis to the determination of the Backlog Adjustment; for the purpose of the foregoing, in such Sections “Purchaser Completion Statement” shall read “Backlog Adjustment Statement” and the “Adjusted Initial Price” shall read “Backlog Adjustment”.

2.8	Post-Closing Payment of the Additional Price

(a)	The Revenues Adjustment, if any, shall be due by the Purchaser to the Sellers only if the following conditions are met, on the basis of the 2015 Consolidated Accounts:

(i)	The Consolidated Net Result as at 31 December 2015 is positive; and

(ii)	The Gross Margin as at 31 December 2015 is at least equal to 45%.

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(b)	The Backlog Adjustment, if any, shall be due by the Purchaser to the Sellers only if the Average Standard Margin, as calculated in accordance with Schedule 1.1(F) (Average Standard Margin) and on the basis of the 2015 Consolidated Accounts, for all the Product Backlog is at least of 50%.

(c)

The Purchaser shall pay, by wire transfer of immediately available US Dollar funds, within ten (10) Business Days from the date on which the Revenues Adjustment is agreed or determined in accordance with the provisions of Section 2.7.1 above, the full amount of the Revenues Adjustment, if any, to such accounts of Sellers as shall have been notified by the Sellers’ Representative to the Purchaser for such purpose at the latest five (5) Business Days after the date on which the Revenues Adjustment is agreed or determined in accordance with the provisions of Section 2.7.1 above, together with the allocation of the Revenues Adjustment among the Sellers. Such allocation shall be made under the sole and exclusive responsibility of the Sellers in accordance with the provisions of Section 2.9 below and the Purchaser and the Target Companies shall incur no liability whatsoever in respect thereto.

(d)

The Purchaser shall pay, by wire transfer of immediately available US Dollar funds, within ten (10) Business Days from the date on which the Backlog Adjustment is agreed or determined in accordance with the provisions of Section 2.7.2 above, the full amount of the Backlog Adjustment, if any, to such accounts of the Sellers as shall have been notified by the Sellers’ Representative to the Purchaser for such purpose at the latest five (5) Business Days after the date on which the Backlog Adjustment is agreed or determined in accordance with the provisions of Section 2.7.2 above, together with the allocation of the Backlog Adjustment among the Sellers. Such allocation shall be made under the sole and exclusive responsibility of the Sellers in accordance with the provisions of Section 2.9 below and the Purchaser and the Target Companies shall incur no liability whatsoever in respect thereto.

(e)	Any amount due and payable by the Purchaser to the Sellers under this Section 2.8 may be offset against any and all amounts due and unpaid by the Sellers to the Purchaser under Sections 2.6, 3.3(d) and 9.8 (in the two last cases, as converted from Euros into US Dollars by using the Closing Average Exchange Rate).

(f)	For the sake of clarity, the Sellers and the Purchaser hereby agree that any Additional Price and any payment in connection therewith shall be deemed to constitute an adjustment to the Final Price, and agree to treat any such payment as such for all Taxes, accounting and financial reporting purposes.

2.9	Allocation among the Sellers of the Final Price and of the Estimated Initial Price, the Initial Price Adjustment, the Revenues Adjustment and the Backlog Adjustment

(a)

The Final Price shall be allocated among the Sellers based upon the number and category of Transferred Securities sold by each Seller to the Purchaser in accordance with the unit price per category of Transferred Securities, as determined pursuant to the formulas reflecting their respective terms and conditions, as modified pursuant to this Agreement as the case may be, set forth in Schedule 2.9 (Allocation among the Sellers of the Final Price and of the Estimated Initial Price, the Initial Price Adjustment, the Revenues Adjustment and the Backlog Adjustment), it being specified that:

•	The final value in US Dollars of 100% of the Holding Shares, OCRs and OBSAs shall be equal to:

▪	Enterprise Value;

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▪	Plus Net Cash (if positive), as converted from Euros into US Dollars by using the Closing Exchange Rate, or less the absolute value of Net Cash (if negative), as converted from Euros into US Dollars by using the Closing Exchange Rate;

▪	Plus Working Capital Adjustment (if positive), as converted from Euros into US Dollars by using the Closing Exchange Rate, or less the absolute value of Working Capital Adjustment (if negative), as converted from Euros into US Dollars by using the Closing Exchange Rate;

▪	Plus Revenues Adjustment (if any);

▪	Plus Backlog Adjustment (if any).

•	The final value in US Dollars of 100% of the ManCo Shares shall be equal to:

▪	The final value of the Ordinary Shares held by ManCo at Closing, as determined based upon what is mentioned above;

▪	Plus ManCo Net Cash (if positive), as converted from Euros into US Dollars by using the Closing Exchange Rate, or less the absolute value of ManCo Net Cash (if negative), as converted from Euros into US Dollars by using the Closing Exchange Rate;

▪	Plus ManCo Working Capital Adjustment (if positive), as converted from Euros into US Dollars by using the Closing Exchange Rate, or less the absolute value of ManCo Working Capital Adjustment (if negative), as converted from Euros into US Dollars by using the Closing Exchange Rate.

(b)	The Estimated Initial Price, the Initial Price Adjustment, the Revenues Adjustment and the Backlog Adjustment shall be allocated among the Sellers based upon the principles set forth in Paragraph (a) above and in accordance with the provisions of Schedule 2.9 specifically relating to such allocations.

(c)	The allocation among the Sellers of the Final Price and of the Estimated Initial Price, the Initial Price Adjustment, the Revenues Adjustment and the Backlog Adjustment shall be made in accordance with the provisions of this Section under the sole and exclusive responsibility of the Sellers and the Purchaser and the Target Companies shall incur no liability whatsoever in respect thereto.

3.	CONDITIONS PRECEDENT

3.1	Conditions Precedent

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(a)	The FMEF Clearance shall have been obtained and shall be in full force and effect;

(b)	The Required Financials shall have been delivered to the Purchaser;

(c)	The IP Recovery shall have been fully completed ; and

(d)	No Material Adverse Change shall have occurred.

3.2	Responsibility for Satisfaction

3.2.1	FMEF Clearance

(a)	Each Party acknowledges the importance that the Condition Precedent set out in Section 3.1(a) be fulfilled as soon as possible and the Sellers confirm that they are not aware of any reason that may prevent the obtaining of the FMEF Clearance on or prior to the Long Stop Date.

(b)	The Purchaser agrees to:

(i)

as soon as possible after the date hereof and in any event no later than eight (8) Business Days after the date hereof and at its own expense, make relevant filings and contacts with the French Ministry for the Economy and Finance with respect to the Transaction in order to obtain the FMEF Clearance, within any terms provided by applicable Laws, and supply promptly any additional information and documentary material that may be requested by the French Ministry for the Economy and Finance;

(ii)	keep the Sellers’ Representative regularly informed of the processing of these filings and inform promptly the Sellers’ Representative if it becomes aware of anything that could result in the FMEF Clearance being delayed or denied;

(iii)

promptly provide the Sellers’ Representative with the relevant (non-privileged or non-commercially sensitive) documents concerning the filings referred to above, together with any and all additional (including documentary) material that may be requested by the French Ministry for the Economy and Finance in connection with the FMEF Clearance (subject to confidential information contained therein), provided, in each case, that such documents and additional material relate to, or include information about, the Target Companies prior to Closing, and use its commercially reasonable endeavors to, prior to any such filings with, and communications to, the French Ministry for the Economy and Finance, (a) give to the Sellers’ Representative a reasonable opportunity to discuss the content of such documents and additional material and (b) take into account its reasonable comments and suggestions;

(iv)	give to the Sellers’ Representative the opportunity to participate in any meeting for which its presence is required by the French Ministry for the Economy and Finance; and

(v)	use its commercially reasonable endeavors in order to obtain the FMEF Clearance.

(c)

The Sellers acknowledge that the above mentioned filings will require the cooperation and supply of information by the Target Companies and agree to co-operate and to cause the relevant Target Companies to co-operate with the Purchaser, upon its reasonable request, in providing promptly to the Purchaser and its advisors such assistance as may be reasonably necessary for the Purchaser to make the relevant filings

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3.2.2	Required Financials

(a)	The Sellers acknowledge the importance for the Purchaser that the Condition Precedent set out in Section 3.1(b) be fulfilled as soon as possible and confirm that they are not aware of any reason that may prevent the delivery of the Required Financials on or prior to the Long Stop Date.

(b)	The Sellers agree to:

(i)

as soon as possible after the date hereof and in any event within eight (8) Business Days from the date of this Agreement, cause the Required Financials to be prepared and audited by such internationally recognized independent accounting firm as shall have been chosen by the Purchaser for such purpose and to supply promptly, or cause to be promptly supplied, any information and documentary material that may be requested by such independent accounting firm;

(ii)	keep the Purchaser regularly informed of the processing of the preparation and audit of the Required Financials and inform promptly the Purchaser if they become aware of anything that could result in the delivery of the Required Financials being delayed or compromised; and

(iii)	promptly provide the Purchaser, upon its request, with any information and documentary material used in, or necessary for, the preparation and audit of the Required Financials, and with any information and documentary material that may be requested by the independent accounting firm.

(c)	The Sellers agree to do all reasonable things necessary or appropriate under applicable Laws to deliver the Required Financials to the Purchaser on or prior to the Long Stop Date.

(d)

The Purchaser acknowledges that the delivery of the Required Financials will require cooperation and agrees to co-operate with the Sellers, upon the reasonable request of the Sellers’ Representative, in providing promptly to the Sellers such assistance as may be reasonably necessary for the Sellers to deliver the Required Financials, including but not limited to, by making a reasonable number of expert consultants available to the Sellers to contribute to the preparation and audit of the Required Financials.

3.2.3	IP Recovery

(a)	The Sellers acknowledge the importance for the Purchaser that the Condition Precedent set out in Section 3.1(c) be fulfilled on the Closing Date, prior to Closing, and confirm that they are not aware of any reason that may prevent the full completion of the IP Recovery on or prior to the Long Stop Date.

(b)	The Sellers agree to:

(i)

on the Closing Date and prior to Closing, procure that the Notice of Voluntary Termination (as defined under the IP Agreement) be delivered by Kepler to France Brevets and received by the latter, such Notice of Voluntary Termination to include any notice by Kepler of its decision (x) to use its right of designation of a Designated Transferee (as defined under the IP Agreement) under article 8 of the IP Agreement, provided and only in the event that the Sellers’ Representative receives an IP Substitution Notice at least five (5) Business Days prior to the Closing Date, and (y) to designate such Entity as mentioned in the IP Substitution Notice for such purpose;

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(ii)	on the Closing Date and prior to Closing, procure that the Transfer Price (as defined under the IP Agreement) be paid by Kepler to France Brevets by wire transfer of immediately available funds to the bank account indicated for such purpose in the IP Agreement;

(iii)	on the Closing Date and prior to Closing, deliver to the Purchaser two (2) original copies of the Assignment of Patent Rights dated as of the Closing Date to be entered into by and between France Brevets and Kepler (or such Entity as indicated in the IP Substitution Notice) duly signed by France Brevets; and

(iv)	keep the Purchaser regularly informed of the processing of the IP Recovery and to inform promptly the Purchaser if they become aware of anything that could result in the full completion of the IP Recovery being delayed or compromised.

(c)	The Sellers agree to do all reasonable things necessary or appropriate under applicable Laws to procure that the IP Recovery be fully completed on or prior to the Long Stop Date.

3.3	Satisfaction or Non Satisfaction

(a)	The Purchaser shall promptly give notice to the Sellers’ Representative of the satisfaction of the Condition Precedent specified in Section 3.1(a) and in any event within two (2) Business Days of becoming aware of the same.

(b)

If the Closing does not occur on the Long Stop Date at the latest because one or several Conditions Precedent specified in Section 3.1 above are not satisfied (or waived in whole or in part either by the Sellers’ Representative and the Purchaser with respect to Section 3.1(a) or by the Purchaser with respect to Sections 3.1(b) to 3.1(d)), this Agreement may be terminated in accordance with Section 10.2.

(c)	The Purchaser and the Sellers’ Representative may in any event agree to postpone the Long Stop Date.

(d)

Should the IP Recovery not be completed on the Closing Date, prior to Closing, for any reason whatsoever, and should the Purchaser decide to waive the Condition Precedent specified in Section 3.1(c) and the absence of delivery at Closing of any of the documents listed in Sections 4.3(a)(xxiv) to 4.3(a)(xxvi), and to proceed with Closing, the Sellers, notwithstanding anything to the contrary in this Agreement, hereby expressly agree and undertake to indemnify the Purchaser on a Euro for Euro basis for any and all Purchaser IP Recovery Cost and Expenses, the final amount of which will be known after Purchaser IP Recovery Full Completion, as follows:

(i)	Until (but excluding) the date of delivery by the Purchaser to the Sellers’ Representative of the draft Purchaser Completion Statement:

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(ii)	From (and including) the date of delivery by the Purchaser to the Sellers’ Representative of the draft Purchaser Completion Statement:

•

if the Purchaser IP Recovery Full Completion takes place prior to the date of delivery by the Purchaser to the Sellers’ Representative of the draft Purchaser Completion Statement, within thirty (30) calendar days of the date of delivery by the Purchaser to the Sellers’ Representative of the draft Purchaser Completion Statement, and, if the Purchaser IP Recovery Full Completion takes place after the date of delivery by the Purchaser to the Sellers’ Representative of the draft Purchaser Completion Statement, within thirty (30) calendar days of the Purchaser IP Recovery Full Completion,

•	be indemnified by the Sellers on a Euro for Euro basis for the Remaining Purchaser IP Recovery Cost and Expenses as follows:

(A)	If the amount of the Remaining Purchaser IP Recovery Cost and Expenses is lower than the amount remaining in the Escrow Account, then the Amount in Escrow shall be partially released to the Purchaser in accordance with the provisions of the Escrow Agreement, up to an amount corresponding to the Remaining Purchaser IP Recovery Cost and Expenses;

(B)	If the amount of the Remaining Purchaser IP Recovery Cost and Expenses is equal to the amount remaining in the Escrow Account, then the Amount in Escrow shall be fully released to the Purchaser in accordance with the provisions of the Escrow Agreement; and

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(C)

If the amount of the Remaining Purchaser IP Recovery Cost and Expenses is greater than the amount remaining in the Escrow Account, then: (x) the Amount in Escrow shall be fully released to the Purchaser in accordance with the provisions of the Escrow Agreement, and (y) the Sellers shall, in accordance with provisions of Paragraph (iii) below, pay the amount by which the Remaining Purchaser IP Recovery Cost and Expenses exceed the amount remaining in the Escrow Account to the Purchaser by wire transfer of immediately available Euro funds to such account of the Purchaser as shall have been notified by the Purchaser to the Sellers’ Representative for such purpose at the latest five (5) Business Days after the date of the Remaining Purchaser IP Recovery Cost and Expenses Notice. The allocation among the Sellers of the amount to be paid to the Purchaser pursuant to this Paragraph (C)(y), which shall be notified by the Sellers’ Representative to the Purchaser at the latest five (5) Business Days after the date of the Remaining Purchaser IP Recovery Cost and Expenses Notice, shall be made under the sole and exclusive responsibility of the Sellers on a basis consistent with the provisions of Section 2.9 below and the Purchaser and the Target Companies shall incur no liability whatsoever in respect thereto.

(iii)

Any and all payments pursuant to Section 3.3(d)(ii) above shall be made within ten (10) Business Days from the date of the Remaining Purchaser IP Recovery Cost and Expenses Notice, it being specified that the Sellers’ Representative and the Purchaser shall serve to the escrow agent under the Escrow Agreement all necessary or appropriate notices in order to ensure the release of the Amount in Escrow in due time and proportion pursuant to Section 3.3(d)(ii). Any payment required to be made pursuant to Section 3.3(d)(ii) which is not made before the expiry of a thirty-day (30) period from its due date, shall carry interest at the rate of ten (10) percent per annum (on the basis of a year of 365 days) from the due date for payment until (and including) the date of actual payment.

(iv)	All interests or revenue of any nature whatsoever deriving from the Amount in Escrow shall be allocated among the Purchaser and the Sellers (other than Montalivet Networks) pro rata the portion of the principal of the Amount in Escrow to be released to each of them pursuant to the Escrow Agreement, Section 2.6, Section 3.3(d)(ii) and Section 9.9.

(v)

Any payment made by the Sellers pursuant to Section 3.3(d)(ii) above through the release of all or part of the amount remaining in the Escrow Account shall be deemed, for the amount corresponding to the portion of the Remaining Purchaser IP Recovery Cost and Expenses allocated to Montalivet Networks in accordance with the provisions of Section 2.9, which is not paid in cash by Montalivet Networks to the Purchaser pursuant to Section 3.3(d)(ii)(C)(y) above as the case may be, to be made by FPCI Winch Capital 3 for the account of Montalivet Networks, which each Party hereto expressly acknowledges and agrees. FPCI Winch Capital 3 shall be solely and exclusively responsible for recovering such amount from Montalivet Networks and the Purchaser and the Target Companies shall incur no liability whatsoever in respect to such payment by FPCI Winch Capital 3 for the account of Montalivet Networks.

(vi)	The Purchaser shall have the right, but not the obligation, to offset any amount due to it by the Sellers under Section 3.3(d)(ii), as converted from Euros into US Dollars by using the Closing Average Exchange Rate, against any amount which may remain payable to the Sellers under this Agreement.

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(vii)	For the sake of clarity, the Sellers and the Purchaser hereby agree that any payment pursuant to Section 3.3(d)(ii) shall be deemed to constitute an adjustment to the Final Price, and agree to treat any such payment as such for all Taxes, accounting and financial reporting purposes.

3.4	Transfer of Ownership

4.	CLOSING

4.1	Date and Place of Closing

(a)	at the offices of Shearman & Sterling LLP located at 114, avenue des Champs Elysées, 75008 Paris (France) or at such other place as the Purchaser and the Sellers’ Representative may agree upon in writing; and

(b)

at a date and time to be set by agreement between the Purchaser and the Sellers’ Representative, or failing such agreement, at 9.00 a.m. on the earlier of (i) the seventh (7th) Business Day following the day on which all of the Conditions Precedent set forth in Sections 3.1(a) and (b) are satisfied or waived and (ii) the Long Stop Date. The date on which the Closing shall take place is referred to herein as the “Closing Date”.

4.2	Closing Payments

(a)	Payment of the Estimated Initial Price. On the Closing Date, the Purchaser shall pay the Estimated Initial Price in accordance with the provisions of Section 2.4 above.

(b)	Repayment of the Existing Indebtedness. On the Closing Date, the Purchaser shall pay for and on behalf of the relevant Target Companies the full amount of the Existing Indebtedness by wire transfer of immediately available Euro funds to such accounts as shall have been notified to the Purchaser by the Sellers’ Representative for such purpose in the Pre-Closing Statement.

4.3	Closing Deliveries

(a)	At Closing, the Sellers’ Representative shall deliver to the Purchaser:

(i)	original copies of duly completed and signed transfer forms (ordres de mouvement) in favor of the Purchaser with respect to the Transferred Securities effecting the transfer to the Purchaser of all the Transferred Securities as from the Closing Date;

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(ii)	original copies of duly completed and signed tax transfer forms (formulaires Cerfa n°2759 DGI) in respect of all the Shares to be sold in accordance with the terms of this Agreement (three (3) original copies per Seller selling Holding Shares and three (3) original copies per ManCo Shareholder), it being expressly agreed that the Purchaser shall sign such forms;

(iii)

the up-to-date transfer registers (registres des mouvements de titres) and security holders’ accounts (fiches individuelles de titulaires de titres) of the Holding and ManCo duly indicating (a) the full completion of the repayment of the ORAs into New Ordinary Shares on the Closing Date, prior to Closing, and (b) the transfer as of the Closing Date to the Purchaser of all the Transferred Securities to be transferred at Closing, free and clear of all Liens, as well as the up-to-date transfer registers (registres des mouvements de titres) and security holders’ accounts (fiches individuelles de titulaires de titres) of Kepler and TVN duly indicating the release as of the Closing Date of the pledges granted on the shares of Kepler and TVN held by the Holding under and/or pursuant to the terms and conditions of the OBSAs;

(iv)

original copies of the unconditional resignation letters, effective as of the Closing Date, of the Persons listed in Schedule 4.3(a)(iv) (Persons to resign with effect as of the Closing Date), from their offices as legal representatives, officers, directors, members of a board, committee or other corporate body of the Target Companies, whereby such Persons acknowledge that no sums are owed to them by the relevant Target Company and irrevocably waive any claims or monies against said Target Company as from the Closing Date;

(v)	the original minutes books of the shareholders’ meetings and of the meetings or decisions of other existing corporate bodies of the Holding and ManCo;

(vi)	certified copies of the minutes of any meeting of the applicable workers’ representatives bodies (instances représentatives du personnel) of the Group Companies evidencing that the information and consultation process relating to the Transaction has been duly completed prior to the date hereof;

(vii)

one (1) original copy of a duly executed irrevocable release letter from the OBSAs holder, or its agent under the terms and conditions of the OBSAs, confirming that the pledges granted by the Holding on the shares of Kepler and TVN it holds, as well as any other Liens granted under and/or pursuant to the terms and conditions of the OBSAs, will be released subject only to, and simultaneously with the payment in accordance with the provisions of Section 2.4 above of the portion of the Estimated Initial Price corresponding to the purchase of any and all the Mezzanine Bonds for an amount equal to the amount of the Mezzanine Debt, as converted from Euros into US Dollars by using the Pre-Closing Exchange Rate;

(viii)	twenty (20) original copies of the escrow agreement, the final draft (subject to the comments of the escrow agent under the Escrow Agreement) of which is attached hereto as Schedule 4.3(a)(viii) (the “Escrow Agreement”), duly signed by the Sellers and the escrow agent under the Escrow Agreement;

(ix)	a certified copy of the minutes of the decisions of ManCo’s president approving the transfer to the Purchaser of 100% of the share capital and voting rights of ManCo;

(x)	notwithstanding the provisions of article 9.2 of the by-laws of ManCo, a certified copy of the minutes of the decisions of ManCo’s shareholders taken unanimously in accordance with article

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(xi)

a certified copy of the minutes of any meeting of the Holding’s monitoring committee (comité de suivi) evidencing the prior approval by such committee of (a) the Transaction, (b) the implementation and full completion of the IP Recovery prior to Closing, (c) the modification with effect prior to Closing of the Holding’s by-laws, the terms and conditions of the ORAs and the terms and conditions of the OCRs in accordance with the provisions of this Agreement and (d) the repayment prior to Closing of the ORAs and the completion prior to Closing of the correlative share capital increase of the Holding;

(xii)

a certified copy of a duly executed letter from the OBSAs holder, or its agent under the terms and conditions of the OBSAs, evidencing its prior approval of (a) the Transaction, (b) the implementation and full completion of the IP Recovery prior to Closing, (c) the modification with effect prior to Closing of the Holding’s by-laws, the terms and conditions of the ORAs and the terms and conditions of the OCRs in accordance with the provisions of this Agreement and (d) the repayment prior to Closing of the ORAs and the completion prior to Closing of the correlative share capital increase of the Holding;

(xiii)	a certified copy of the minutes of the decisions of the Holding’s shareholders deciding the modification of the by-laws of the Holding in accordance with the new by-laws of the Holding, the final draft of which is attached hereto as Schedule 4.3(a)(xiii) (the “New Holding By-Laws”);

(xiv)

certified copies of (a) the minutes of the decisions of the Holding’s shareholders deciding, subject to the approval thereof by the holders of ORAs, the modification of the ORAs in accordance with the new terms and conditions of the ORAs, the final draft of which is attached hereto as Schedule 4.3(a)(xiv) (the “New Terms and Conditions of the ORAs”), and (b) the minutes of the decisions of the holders of ORAs approving the modification of the terms and conditions of the ORAs in accordance with the New Terms and Conditions of the ORAs;

(xv)

certified copies of (a) the minutes of the decisions of the Holding’s shareholders deciding, subject to the approval thereof by the holders of OCRs, the modification of the OCRs in accordance with the new terms and conditions of the OCRs, the final draft of which is attached hereto as Schedule 4.3(a)(xv) (the “New Terms and Conditions of the OCRs”), and (b) the minutes of the decisions of the holders of OCRs approving the modification of the terms and conditions of the OCRs in accordance with the New Terms and Conditions of the OCRs;

(xvi)	certified copies of (a) the duly completed and signed subscription forms (bulletins de souscription) effecting the subscription for all the New Ordinary Shares prior to Closing and (b) the minutes of the decisions of the relevant Holding’s corporate body acknowledging the completion prior to Closing of the share capital increase resulting from the repayment of the ORAs;

(xvii)	a true and complete list of all material actions that must be taken within 90 days of the Closing Date with respect to any of the Registered IP;

(xviii)

a certified copy of the agreement terminating as of the Closing Date that certain inter-creditors’ agreement entered into on October 17, 2014 by and between, inter alios, the main creditors of the Holding, as amended from time to time (the “Existing Inter-Creditors’ Agreement”), whereby each party to the Existing Inter-Creditors’ Agreement notably acknowledges that all of its rights under the Existing Inter-Creditors’ Agreement have been fully satisfied and that it has

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(xix)

a duly certified certificate from the Sellers’ Representative (on behalf of the Sellers) confirming as of the Closing Date that save for what has been set forth in this Agreement or notified pursuant to Section 5.10 of this Agreement as constituting or being likely to constitute a Material Adverse Change, no circumstance, event or fact has occurred since the Reference Date that constitutes or would be likely to constitute a Material Adverse Change;

(xx)

one (1) original copy of a letter by the lessor under that certain real estate lease agreement entered into on September 28, 2011 by and between TVN and SCI Cergy Etoile evidencing the prior approval, without any conditions, obligations or requirements, by the latter of the transfer of ManCo’s registered office to the address of the property leased thereunder pursuant to any domiciliation agreement (contrat de domiciliation) to be entered into by and between ManCo and TVN with effect from or after the Closing Date;

(xxi)	a certified copy of the duly executed amendment dated as of or prior to the Closing Date to the patent sublicense agreement entered into on July 12, 2011 by and between Kepler and TVN, the final draft of which is attached hereto as Schedule 4.3(a)(xxi) (the “Amendment to the Patent Sublicense Agreement”);

(xxii)	one (1) original copy of the L-Bis extract of the TVN’s branch which premises are located in Brest, as duly updated according to the exact address of the rented premises appearing in that certain real estate lease agreement entered into on January 5, 2012 by and between TVN and Diderot Développement;

(xxiii)

upon delivery by the Purchaser of any evidence of the full payment of the Closing Payment referred to in Section 4.2(a) in accordance with the provisions of Section 2.4, one (1) original copy of a duly executed confirmatory release letter from the OBSAs holder, or its agent under the terms and conditions of the OBSAs, confirming the full, final and irrevocable release as of the Closing Date of the pledges granted by the Holding on the shares of Kepler and TVN it holds, as well as of any other Liens granted under and/or pursuant to the terms and conditions of the OBSAs;

(xxiv)	a certified copy of the Notice of Voluntary Termination (as defined under the IP Agreement) served by Kepler to France Brevets in accordance with Section 3.2.3(b)(i), together with evidence of the receipt by France Brevets of the same on the Closing Date;

(xxv)	evidence of the full payment by Kepler of the Transfer Price (as defined under the IP Agreement) in accordance with Section 3.2.3(b)(ii); and

(xxvi)	two (2) original copies of the Assignment of Patent Rights dated as of the Closing Date to be entered into by and between France Brevets and Kepler (or such Entity as indicated in the IP Substitution Notice) duly signed by France Brevets.

(b)	At Closing, the Purchaser shall deliver to the Sellers’ Representative:

(i)	evidence of the fulfillment of the Condition Precedent set forth in Section 3.1(a);

(ii)	evidence of the full payment of the Closing Payments in accordance with Section 4.2;

(iii)	twenty (20) original copies of the Escrow Agreement, duly signed by the Purchaser and the escrow agent under the Escrow Agreement; and

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(iv)	certified copies of all authorizations necessary for the Purchaser for the execution and consummation of this Agreement and the other Transaction Documents.

4.4	Matters at Closing

5.	PRE-CLOSING MATTERS

5.1	No Transfer of the Ordinary Shares, the ORAs, the OCRs, the OBSAs and the ManCo Shares, nor of the Transferred Securities

(a)

Subject to the provisions of Paragraphs (b) and (c) below, during the period from the date of this Agreement to the Closing, each of the Sellers and ManCo undertakes not to transfer any of the Ordinary Shares, ORAs, OCRs, OBSAs or ManCo Shares it holds on the date hereof, nor any of the Transferred Securities it will own (including, for the avoidance of doubt, those acquired pursuant to Paragraphs (b) and (c) below), to any Person other than the Purchaser or any of its Affiliates.

(b)

Notwithstanding anything to the contrary in this Agreement, during the period from the date of this Agreement to the Closing, each of Mrs. Laure Delahousse, Mrs. Camille Delahousse, Mr. Edouard Delahousse and Mrs. Constance Delahousse, on the one hand, and each of Mr. Louis Congard and Mrs. Anne Congard, on the other hand, (i) irrevocably undertakes towards the other Parties to promptly transfer back to, where applicable, Mr. Delahousse or Mr. Congard, the Ordinary Shares transferred to him/her by the latter pursuant to the Put Option Agreement, should he/she not comply with any of his/her obligations under this Agreement, (ii) acknowledges and agrees that forced execution (execution forcée) of this obligation may be requested and (iii) irrevocably waives his/her rights under article 1142 of the French Civil Code in such respect.

(c)

During the period from the date of this Agreement to the Closing, should any of Mrs. Laure Delahousse, Mrs. Camille Delahousse, Mr. Edouard Delahousse and Mrs. Constance Delahousse, on the one hand, or any of Mr. Louis Congard and Mrs. Anne Congard, on the other hand, not comply with any of his/her obligations under this Agreement, each of Mr. Delahousse or Mr. Congard, where applicable, (i) irrevocably undertakes towards the other Parties to promptly repurchase all the Ordinary Shares transferred to him/her pursuant to the Put Option Agreement, (ii) acknowledges and agrees that forced execution (execution forcée) of this obligation may be requested and (iii) irrevocably waives his rights under article 1142 of the French Civil Code in such respect.

5.2	Modification of the Holding’s by-laws

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5.3	Modification of the Terms and Conditions of the ORAs

5.4	Modification of the Terms and Conditions of the OCRs

5.5	Repayment of the ORAs

5.6	No Conversion of the OCRs

5.7	No Exercise of the Mezzanine Warrants

5.8	Pre-Closing Statement

(a)	No later than five (5) Business Days prior to the Closing Date, the Sellers’ Representative shall deliver to the Purchaser a statement prepared pursuant to Schedule 5.8 (the “Pre-Closing Statement”) setting forth:

(i)

its determination, in accordance with the Closing Accounts Accounting Principles, of (A) the amounts of (i) the Estimated Cash, the Estimated Debt and the Estimated Net Cash, (ii) the Estimated Working Capital, the Estimated Normative Working Capital and the Estimated Working Capital Adjustment, (iii) the Estimated ManCo Cash, the Estimated ManCo Debt and the Estimated ManCo Net Cash, (iv) the Estimated ManCo Working Capital, the Estimated ManCo Normative Working Capital and the Estimated ManCo Working Capital Adjustment and of (B) the

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(ii)	its determination of the Estimated Initial Price calculated in accordance with Section 2.3 above;

(iii)	an updated version as at the Closing Date and immediately prior to the completion of the transfer to the Purchaser of the Transferred Securities of the table appearing on Schedule B and/or of the table appearing on Schedule C;

(iv)

the allocation of the Estimated Initial Price among the Sellers, as well as the allocation of the portion of the Estimated Initial Price to be paid on the Closing Date by the Purchaser to each of the Sellers pursuant to Sections 2.4(b) and 4.2 above by wire transfer of immediately available US Dollar funds promptly after payment of the Amount in Escrow into the Escrow Account, together with the corresponding dollar-denominated bank accounts of the Sellers into which the relevant portion of the remaining portion of the Estimated Initial Price shall be paid; and

(v)

the total amount of the Existing Indebtedness as at the Closing Date and immediately prior to Closing, and the portion of the Existing Indebtedness due by each Target Company to each lender under the Existing Loan Agreements, together with the corresponding euro-denominated bank accounts of the lenders under the Existing Loan Agreements into which their respective portion of the Existing Indebtedness shall be paid on the Closing Date by the Purchaser (for and on behalf of the relevant Target Companies) by wire transfer of immediately available Euro funds pursuant to Section 4.2 above.

(b)

In case of disagreement on any of the estimated amounts listed in Paragraphs 5.8(a)(i) and 5.8(a)(ii) above (the “Estimated Amounts”) as set forth in the Pre-Closing Statement, the Purchaser shall notify the Sellers’ Representative its disagreement and provide the Sellers’ Representative with the reasons for such disagreement and the adjustments that, in its opinion, should be made to the disputed items. The Purchaser and the Sellers’ Representative shall discuss in good faith the objections of the Purchaser on such disputed items and shall use their reasonable endeavors to reach an agreement on the adjustments to be made to the Estimated Amounts prior to Closing. In the event such an agreement is reached, a revised version of the Pre-Closing Statement will be substituted to the one provided to the Purchaser pursuant to Paragraph (a) above. In the absence of such an agreement, the Pre-Closing Statement provided to the Purchaser pursuant to Paragraph (a) above shall prevail.

(c)	The allocation of the Estimated Initial Price among the Sellers shall be made under the sole and exclusive responsibility of the Sellers in accordance with the provisions of Section 2.9 above and the Purchaser and the Target Companies shall incur no liability whatsoever in respect thereto.

5.9	Management between the date hereof and the Closing Date

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(a)	procure that the Target Companies will carry on their activities only in the ordinary course of business, with due care and attention as bon père de famille (de façon prudente, diligente et soigneuse) and in substantially the same manner as heretofore conducted, so as to preserve in all material respects their businesses and their relationships with Third Parties including their customers; and

(b)	without limiting the general scope of Paragraph (a) above, prevent each of the Group Companies and ManCo from:

(i)	amending its Organizational Documents (except for adopting the New Holding By-Laws and acknowledging the Holding’s share capital increase resulting from the repayment of the ORAs);

(ii)	declaring, setting aside, making or paying any dividend, interim dividend or other distribution in respect of its share capital (in cash or otherwise), purchasing or redeeming any shares in its share capital or otherwise decreasing its share capital;

(iii)

issuing or selling any shares in its share capital or any options, warrants or other rights to purchase any such shares or any Securities convertible into or exchangeable for such shares; provided that, for the avoidance of doubt, nothing herein shall prevent (x) a Seller from transferring Transferred Securities pursuant to Section 5.1 and (y) the Holding from issuing New Ordinary Shares for repayment of the ORAs;

(iv)	except as expressly provided herein, amending or waiving any provisions of the terms and conditions of and/or subscription agreements applicable to any of the Securities of the Holding, ManCo and TVN or amending the terms and conditions of the Existing Loan Agreements;

(v)	acquiring Securities issued by an Entity which is not a Target Company or any business of an Entity which is not a Target Company or merging with or into another Entity which is not a Target Company;

(vi)	except as expressly provided herein, acquiring or disposing (or agreeing to acquire or dispose) of any asset having a total value in excess of hundred thousand Euros (€100,000), acquiring or setting up companies or joint ventures, approving a winding-up, merger, split-up, contribution or sale of business as a whole or of any divisions or change of corporate form;

(vii)

creating any Lien on any asset or incurring additional indebtedness or off-balance sheet liabilities or granting any loan, other than (x) in the ordinary course of business and in accordance with past practices of the Target Companies, (y) only by drawing on existing lines of credit, and (z) to the extent permitted under the terms and conditions of the OBSAs, or modifying, as compared to past practice, or reimbursing or prepaying voluntarily any indebtedness;

(viii)	managing its working capital in a way that would be inconsistent with past practices;

(ix)	amending or waiving any provisions or making any written request requiring the approval of requisite lenders under the terms and conditions of the OBSAs, to the exception of purely technical matters in relation with the transactions contemplated under this Agreement;

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(x)	entering into any Guarantee, indemnity or other agreement to secure the obligation of any third party other than another Target Company in the ordinary course of business;

(xi)	entering into any agreement or arrangement or performing any transactions with any of its Affiliates or of the Sellers or their Affiliates or Connected Persons that are not enacted during the ordinary course of business and on an arms’ length basis or amending existing agreements or arrangements entered into with any of its Affiliates or of the Sellers or their Affiliates or Connected Persons;

(xii)	amending or terminating any Material Contract or making a significant change in the business relationship with any significant customers or suppliers;

(xiii)	entering into, other than in the ordinary course of business, any agreement with any existing or new client/customer involving a total amount in excess of one million Euros (€1,000,000) or accepting, other than in the ordinary course of business, any new order from a client for an amount in excess of one million Euros (€1,000,000);

(xiv)	placing any new order before a supplier for an amount in excess of five hundred thousand Euros (€500,000);

(xv)	except as expressly provided herein and safe for what falls within the scope of Paragraphs (xiii) and (xiv) above, incurring or entering into any agreement or commitment involving any capital expenditure or liabilities or any undertaking in excess of an amount of three hundred thousand Euros (€300,000) or with a fixed duration exceeding twelve months;

(xvi)	launching any new activities or new products or becoming involved in any new research and development program for which it may bear costs in excess of one hundred fifty thousand euros (€ 150,000);

(xvii)	terminating, suffering any cancellation, termination or non-renewal of any of its Insurance Policies unless simultaneously replaced by other policies providing substantially the same coverage;

(xviii)	transferring, other than in the ordinary course of business, cash or cash equivalents to any Seller or any of its Affiliates or Connected Persons;

(xix)	hiring any new employee or terminating any employee, for a gross annual remuneration and other benefits in excess of fifty thousand Euros (€50,000) individually;

(xx)

making any amendment to the terms and conditions of employment or services (including, without limitation, remuneration, benefits, severance payments and other benefits) of any employee, legal representative, officer, director, member of a board, committee or other corporate body of any Target Company, or providing or agreeing to provide any gratuitous payment or benefit, representing an amount superior to (a) ten thousand Euros (€10,000) per individual or Entity concerned and to (b) hundred thousand Euros (€100,000) in the aggregate;

(xxi)	concluding any agreement, plan or arrangement with labour unions or for the benefit of the employees generally resulting in an increase of the compensation payable or to become payable to the employees of any Target Company or an increase of the other benefits;

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(xxii)	making any single payment exceeding in total one hundred thousand Euros (€100,000), excluding payments made in the ordinary course of business in respect of employees, Taxes and rents and purchases of good and services;

(xxiii)	amending its accounting or tax principles and methods;

(xxiv)	making any settlement or undertaking to make any such settlement in any Proceedings, except to the extent that the financial consequences thereof had been fully reserved for in its accounts; and

(xxv)	committing to take any of the actions set forth in the foregoing Pargraphs (i) through (xxiv).

5.10	Notifications

(a)	During the period from the date of this Agreement to the Closing, the Sellers’ Representative shall promptly notify the Purchaser of the occurrence (or non-occurrence) of any event, the occurrence (or non-occurrence) of which constitutes or would be likely to constitute:

(i)	a breach or inaccuracy of any representations and warranties made by the Sellers under Section 8; or

(ii)	a Material Adverse Change;

(b)	In the event that the Purchaser is notified pursuant to Paragraph (a) above of the occurrence (or non-occurrence) of an event, the occurrence (or non-occurrence) of which constitutes a Material Adverse Change, the Purchaser may elect not to proceed to Closing and to terminate this Agreement in accordance with Section 10.1.

5.11	Access to Target Companies

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5.12	Existing Shareholders’ Documents

(a)

During the period from and including the date hereof until and including the Closing Date, each of the Sellers and Kepler M2 undertakes not to exercise and to waive any of its rights under the Existing Shareholders’ Documents to which it is a party, the Holding’s by-laws, the New Holding By-Laws and Kepler M2’s by-laws that may prevent the consummation of the transactions contemplated by this Agreement.

(b)

Each of the Sellers and Kepler M2, in its quality as (a) holder of Holding Shares, ManCo Shares, ORAs, OCRs or OBSAs, or (b) president of ManCo or the Holding, or (c) holder of Securities of the Holding having the ability under the Existing Holding Shareholders’ Agreement to present candidates among which the members of the Holding’s monitoring committee (comité de suivi) are appointed by the Holding’s shareholders, undertakes, where applicable, (A) to be present or represented, or to have the members of the Holding’s monitoring committee (comité de suivi) which it has proposed be present or represented, for the corporate decisions mentioned in Section 4.3 and to exercise all available voting rights to vote in favor of such decisions or (B) to take the corporate decisions mentioned in Section 4.3.

(c)

Each of the Sellers and Kepler M2 acknowledges and accepts that the Existing Shareholders’ Documents to which it is a party shall automatically terminate at the Closing, provided that all the transactions contemplated hereby have been completed. If so, each of the Sellers and Kepler M2 acknowledges that all of its rights under the Existing Shareholders’ Documents have been fully satisfied and that it has no claim and waives its rights in this respect against the Holding, Kepler M2 and the other Sellers.

(d)	Should this Agreement terminate and/or the transactions contemplated hereby be abandoned for any reason whatsoever, then the Existing Shareholders’ Documents shall remain in full force and effect and the Sellers and Kepler M2 shall be automatically released from their undertaking set forth in Paragraphs (a), (b) and (c) of this Section 5.12.

5.13	Exclusivity

(a)	During the period from the date of this Agreement to the Closing, the Sellers shall not, and shall procure that the Target Companies shall not, directly or indirectly:

(i)

enter into a Contract for the transfer, by any means, of substantial assets of any of the Target Companies or acquisition of all or part of the equity interests in or of any of the Target Companies, the merger, spin-off, contribution, business combination, recapitalization, or similar transaction involving any of the Target Companies other than the transactions contemplated hereby (any of the foregoing being referred to as an “Acquisition Proposal”);

(ii)	solicit, initiate or encourage any inquiries or proposals that constitute or could reasonably constitute an Acquisition Proposal;

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(iii)	initiate or engage in negotiations with any Person (or group of Persons) other than the Purchaser or its Affiliates (a “Potential Bidder”) concerning any Acquisition Proposal; provided, however, to the extent that any of the foregoing have already occurred, they shall be suspended or terminated during the period from the date of this Agreement to the Closing; and

(iv)	undertake any action which may jeopardize the Transaction.

(b)

During the period from the date of this Agreement to the Closing, the Sellers shall, and shall procure that the Target Companies shall, immediately notify the Purchaser of any contacts received by them or any of their representatives or advisors or Affiliates or Connected Persons from a Potential Bidder to discuss or negotiate a possible Acquisition Proposal. Such notice shall indicate in reasonable detail the identity of the Potential Bidder and the content of the discussion or Acquisition Proposal, if one was made.

5.14	Prior Approval under Change of Control Provisions

6.	POST-CLOSING COVENANTS

6.1	SEC Filing

6.2	Records

(a)	The Purchaser shall not, and shall procure that no member of the Target Companies does, destroy or otherwise dispose of any of the books and records of any Target Company existing as of the Closing Date, except with the prior written consent of the Seller, which consent shall not be unreasonably withheld ; and

(b)	The Purchaser shall grant to the Sellers and their respective representatives and agents, and shall procure that the Target Companies grant to the Sellers and their respective representatives and agents, upon written

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6.3	Non Solicitation

6.4	Non Bashing

7.	REPRESENTATIONS OF THE PURCHASER

7.1	Organization, Authority and Validity

7.1.1

The Purchaser is a company (société par actions simplifiée) duly organized and validly existing under the laws of France, is not in a state of insolvency (en état de cessation des paiements), nor subject to any Bankruptcy Proceedings and no facts exist that would result in any such event occurring. The Purchaser has the corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party, as the case may be, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

7.1.2

The execution of this Agreement and of the other Transaction Documents to which the Purchaser is a party, as the case may be, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the competent corporate bodies of the Purchaser, and no other corporate action on the part of the Purchaser is necessary to authorize the execution of this Agreement or of the other Transaction Documents to which the Purchaser is a party, as the case may be, or the consummation of any of the transactions contemplated hereby and thereby.

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7.1.3	This Agreement and the other Transaction Documents to which the Purchaser is a party, as the case may be, have been duly executed by the Purchaser and constitute, and shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against it in accordance with their respective terms.

7.2	No Breach

(a)	conflict with or violate any provision of the Organizational Documents of the Purchaser;

(b)

violate, conflict with or result in the breach or termination of, or constitute a default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), under the terms of, any Contracts or Governmental Authorizations to which the Purchaser or any of its Affiliates is a party or by which the Purchaser or any of its Affiliates is bound; or

(c)

subject to the obtaining of the FMEF Clearance, constitute a violation by the Purchaser or any of its Affiliates of any applicable Laws or Judgments, except for any such matters that would not, either individually or in the aggregate, have a material adverse effect on the ability of the Purchaser to perform its obligations under this Agreement or the other Transaction Documents to which it is a party, as the case may be.

7.3	Governmental Authorizations, Consent

7.4	Financing

7.5	Acknowledgements

(a)	The Purchaser acknowledges and agrees that:

(i)	it and its advisors carried out an independent due diligence of the Target Companies consisting in (x) reviewing and analyzing the documents communicated to the Purchaser and its advisors or made available to them in the Data Room and (y) asking written and oral questions and analyzing the answers to such questions and documents relating thereto;

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(ii)	it and its advisors have had access to the senior management of the Target Companies, notably during management presentations; and

(iii)

in entering into this Agreement, it has relied (a) upon its own review and analysis of the documents and information made available to it and its advisors in the Data Room or otherwise communicated to it and its advisors, (b) upon the discussions it and its advisors have had with the management of the Target Companies, (c) upon the representations and warranties of the Sellers expressly set forth in this Agreement and (d) upon its own analysis of the Target Companies and the business of the Target Companies.

(b)

In connection with its investigations of the Target Companies, the Purchaser may have received from the Sellers, the Target Companies and/or their respective Affiliates or Connected Persons certain projections, forecasts and/or business plan information on the Target Companies. The Purchaser acknowledges that the Sellers and their Connected Persons do not make any representation or warranty, whether express or implied, neither with respect to such projections, forecasts and/or business plan information nor with respect to market perspectives, products’ adequacy to Target Company’s markets and future financial or business prospects of the Target Companies.

(c)	The Purchaser further acknowledges that no representations and warranties have been made in connection with this Agreement other than those expressly set forth in this Agreement and that the representations and warranties expressly set forth in this Agreement in any event supersede any earlier representations and warranties, which may have been made in connection with this Agreement.

8.	REPRESENTATION OF THE SELLERS

8.1	General Representations by each Seller Individually

8.1.1	Organization, Authority and Validity

(a)	Each Seller which is not an individual is duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation and has all requisite corporate power and authority to own its assets and conduct its business as it has been and is now being conducted.

(b)	Each Seller which is not an individual is not or has not been in a state of insolvency (en état de cessation des paiements), nor subject to any Bankruptcy Proceedings and no facts exist that would result in any such event occurring.

(c)	Each Seller has the legal capacity or corporate power and authority and all rights to enter into this Agreement and the other Transaction Documents to which it is a party, as the case may be, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

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(d)

The execution of this Agreement and of the other Transaction Documents to which the relevant Seller is a party, as the case may be, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the competent corporate bodies of each Seller which is not an individual, and no other corporate action on the part of each of such Sellers is necessary to authorize the execution of this Agreement or of the other Transaction Documents to which the relevant Seller is a party, as the case may be, or the consummation of any of the transactions contemplated hereby and thereby.

(e)	This Agreement and the other Transaction Documents to which the relevant Seller is a party, as the case may be, have been duly executed by each Seller and constitute, and shall constitute, legal, valid and binding obligations of each Seller, enforceable against it in accordance with their respective terms.

8.1.2	No breach

(a)	conflict with or violate any provision of the Organizational Documents of the relevant Seller (if such Seller is not an individual);

(b)

violate, conflict with or result in the breach or termination of, or constitute a default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), under the terms of, any Contracts or Governmental Authorizations to which the relevant Seller or any of its Affiliates (other than the Target Companies) is a party or by which such Seller or any of its Affiliates (other than the Target Companies) is bound; or

(c)

subject to the obtaining of the FMEF Clearance, constitute a violation by the relevant Seller or any of its Affiliates (other than the Target Companies) of any applicable Laws or Judgments, except for any such matters that would not, either individually or in the aggregate, have a material adverse effect on the ability of such Seller to perform its obligations under this Agreement or the other Transaction Documents to which it is a party, as the case may be.

8.1.3	Governmental Authorizations, Consent

8.1.4	Transferred Securities

(a)

On the date hereof, each Seller has full and valid title to the number of Ordinary Shares, ORAs, OCRs and OBSAs set out opposite its name in Schedule B and/or to the number of ManCo Shares set out opposite its name in Schedule C, which are, on the date hereof, validly issued, fully paid up and validly owned by the relevant Seller. Each Permitted Transfer (as such term is defined under the Put Option Agreement) has been made by, where applicable, Mr. Delahousse or Mr. Congard in compliance with the provisions of the Holding’s by-laws, the applicable Existing Shareholders’ Documents, the terms and conditions of the OBSAs and the provisions of the Existing Inter-Creditors’ Agreement.

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(b)

On the Closing Date and immediately prior to Closing, each Seller will have full and valid title to the number and category of Transferred Securities set out opposite its name in the updated version as at the Closing Date and immediately prior to the completion of the transfer of the Transferred Securities of Schedule B and Schedule C, as notified by the Sellers’ Representative to the Purchaser in the Pre-Closing Statement, which it will sell to the Purchaser, and such Transferred Securities will, on the Closing Date and immediately prior to Closing, be validly issued, fully paid up, validly owned by the relevant Seller, freely transferable to the Purchaser and free and clear of any Lien.

8.1.5	Specific Representation by FPCI Winch Capital 3 regarding Montalivet Networks

8.2	Additional Representations by the Sellers Individually but not Jointly (conjointement mais non solidairement)

(a)

With respect to Subsections 8.2.1, 8.2.22, 8.2.23 and 8.2.25 below, the Sellers hereby represent and warrant individually and not jointly (conjointement mais non solidairement) (but, for the avoidance of doubt, without prejudice to the provisions of Section 11.10, which shall apply), except as set forth or included in the Disclosure Schedules, to the Purchaser, as of the date hereof and as of the Closing Date (except for such representations which are expressly made as of the date hereof or as of the Closing Date and are therefore made on such date only), as set forth below.

(b)

With respect to any Subsection of this Section 8.2 other than Subsections 8.2.1, 8.2.22, 8.2.23 and 8.2.25 below, the Sellers (other than FPCI Winch Capital 3, Montalivet Networks, Mr. de Puyfontaine and FPCI CIC Mezzanine 3) hereby represent and warrant individually and not jointly (conjointement mais non solidairement) (but, for the avoidance of doubt, without prejudice to the provisions of Section 11.10, which shall apply), except as set forth or included in the Disclosure Schedules, to the Purchaser, as of the date hereof and as of the Closing Date (except for such representations which are expressly made as of the date hereof or as of the Closing Date and are therefore made on such date only), as set forth below, it being expressly specified and agreed that notwithstanding the foregoing, each Indemnifying Seller (including FPCI Winch Capital 3, Mr. de Puyfontaine and FPCI CIC Mezzanine 3) shall indemnify and hold harmless the Purchaser against and in respect of any and all Losses arising out of a breach of any representation and warranty made under the Subsections referred to above in accordance with the provisions of Section 9 below.

8.2.1	Capital Structure - Transaction Perimeter

(a)	The Ordinary Shares, ORAs, OCRs and OBSAs represent 100% of the capital and voting rights of the Holding on a fully diluted basis. On the Closing Date, except for the Holding Shares, the OCRs and the OBSAs, the Holding has not issued, nor approved the issuance of, any shares, warrants or Securities of

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(b)

The ownership of the share capital of the Group Companies other than the Holding is as shown in Schedule F (Chart of the Group Companies) and, except for minority interests owned as short-term investments (such as valeurs mobilières de placement), none of the Group Companies holds any other interest, directly or indirectly, in any Entity which is not listed in Schedule F, nor is a party to any agreement relating thereto.

(c)

The capital of each of the Group Companies other than the Holding, together with a true and complete list of their respective Security holders and the number of Securities issued by any of such Group Companies and held by each Security holder is set out in Schedule 8.2.1(c) (Security holding of the Group Companies other than the Holding). None of the Group Companies other than the Holding has issued any Securities other than those identified in Schedule 8.2.1(c). There are no agreements providing for the issuance by any of the Group Companies of other Securities.

(d)	The share capital of each of the Group Companies other than the Holding is validly issued and fully paid-up, and save for the TVN ORANs, there exist no Securities, options or other rights owned by third parties giving access immediately or in the future to the share capital of the Group Companies other than the Holding.

(e)	None of the Securities issued by the Group Companies is listed on any stock exchange or registered on any unlisted market. None of the Group Companies has made or taken any steps to make any public offering (offre au public) of Securities.

(f)	Subject to the release of the Liens existing in relation to the terms and conditions of the OBSAs upon completion of the Transaction, the Securities owned by each of the Group Companies in another Group Company are free and clear of all Liens.

(g)	Each Group Company is duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation, and has all requisite corporate power and authority to own its assets and conduct its business as it has been and is now being conducted by the Sellers.

(h)	None of the Group Companies is or has been insolvent (en état de cessation de paiements) nor subject to any Bankruptcy Proceedings and no facts exist that would result in any such event occurring.

8.2.2	Group Companies

(a)	A true, accurate and complete copy of the by-laws and of the certificates of incorporation of each Group Company is set out in Schedule 8.2.2(a) (By-laws and certificates of incorporation of the Group Companies).

(b)

The management bodies of each Group Company have taken all decisions required by applicable Laws. All topics relating to the Group Companies required to be transacted or discussed by the management bodies of the Group Companies pursuant to applicable Laws and their respective by-laws have been transacted and discussed by such bodies. More generally, all corporate decisions made by the management bodies of each Group Company have been made when required by and in compliance with applicable Laws, their respective by-laws and with any agreements to which such Group Company is a party. All

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(c)	All registers, minutes, books, accounting and corporate documents of each Group Company have been properly and regularly maintained, are in the possession of the relevant Group Company and give a true, accurate and complete view of the activities of each Group Company as required by applicable Laws.

(d)	None of the Group Companies serves as a legal or de facto manager in any Entity other than the Group Companies. None of the Group Companies has any outstanding (conditional or not) obligation or liability with respect to any of its former shareholdings or involvement as a legal or de facto manager in any Entity whatsoever.

(e)	Save for the Existing Holding Shareholders’ Agreement, which shall automatically terminate at Closing pursuant to Section 5.12 above, none of the Group Companies has entered into any agreements governing their rights and obligations as shareholder of any Entity.

8.2.3	Accounts

(a)	The individual corporate Accounts of each Group Company, as attached as Schedule 8.2.3(a) (Individual corporate Accounts of the Group Companies):

(i)	have been prepared on a consistent basis in accordance with French GAAP;

(ii)	are accurate and complete (réguliers et sincères) and present a true and fair view (donnent une image fidèle) of the assets, financial condition and results of operations of such Group Company, in compliance with the provisions of article L. 123-14 of the French Commercial Code or any applicable Laws, as of the date and for the periods covered thereby;

(iii)	when audited, have been certified without qualification by the statutory auditors of such Group Company and, when relating to a full financial year, have been approved at the ordinary general meeting of its shareholders without (x) qualification (sans réserve) or (y) modification in accordance with applicable Laws and such Group Company’s by-laws.

(b)	The combined Accounts of the Group Companies, as attached as Schedule 8.2.3(b) (Combined Accounts of the Group Companies):

(i)	have been prepared on a consistent basis in accordance with French GAAP;

(ii)	are accurate and complete (réguliers et sincères) and present a true and fair view (donnent une image fidèle) of the assets, financial condition and results of operations of the group formed by the Group Companies included in the scope of the combination, in compliance with the provisions of article L. 233-21 of the French Commercial Code, as of the date and for the periods covered thereby.

(c)	All liabilities of any Group Company, whether contingent or not, are duly reflected in the Accounts in accordance with, and to the extent required by, French GAAP and are adequately provided for or reserved against in the Accounts in accordance with French GAAP.

(d)	All expenses and foreseeable losses pertaining to all Contracts have been fully provided for in the Accounts.

(e)	The Required Financials relating to the Group Companies, when delivered, will (i) have been derived from the books and records of the Group Companies, (ii) be true and correct in all material respects and

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8.2.4	Financial Matters

(a)

Schedule 8.2.4(a) (Existing Indebtedness under which any Group Company is a debtor) provides a true and complete description of all existing Indebtedness under which any Group Company is a debtor. Schedule 8.2.4(a) indicates, for each Indebtedness, the identity of the lender(s), the initial principal amount, the outstanding principal amount as of the Reference Date, the applicable interest rate and the modalities and final repayment date, as well as a description of any Liens granted by any Group Company to secure such Indebtedness or any Guarantees granted by any Group Company or any other Person in connection with such Indebtedness.

(b)	Schedule 8.2.4(b) (Existing Indebtedness under which any Group Company is a creditor) provides a true and complete description of all existing Indebtedness under which any Group Company is a creditor, except for usual terms of payments granted to their customers.

(c)	Since the Reference Date, none of the Group Companies has agreed to cancel any debt (abandon de créances) or has benefited from a cancellation of debt, which contains a provision for repayment in the event that such Group Company’s financial situation improves (clause de retour à meilleure fortune).

(d)

Schedule 8.2.4(d) (Bank accounts and safes of the Group Companies and related delegation of powers) provides a true and complete list of the credit institutions with which the Group Companies have a bank account or a safe, together with the account numbers, the names of the Persons having access to said accounts and safes and being authorized to perform transactions involving said accounts safes and the balance of said accounts and safes.

(e)	Schedule 8.2.4(e) (Other delegation of powers granted by the Group Companies) provides a true and complete list of all delegation of powers granted by the Group Companies for purposes other than the operation of the bank accounts and safes referred to in Subsection (d) above, with details of the powers granted and a description of the functions held by the beneficiaries of such delegation.

(f)	There is no obligation pending or that may arise pursuant to any earn-out or similar mechanism to which any Group Company was or is a party in any capacity. No liability may arise for any Group Company pursuant to any earn-out or similar mechanism, whether or not as a consequence of the execution or performance of the obligations under this Agreement.

(g)	None of the Group Companies has performed any action nor failed or omitted to perform any action or take any measures that could give rise to a decrease of the assets or an additional liability of a Group Company not specifically recorded in the Accounts.

(h)	There is no hedging contract or similar arrangements.

8.2.5	Off Balance Sheet Arrangements

(a)	Except as set out in Schedule 8.2.5(a) (Off balance sheet arrangements of the Group Companies), none of the Group Companies has any off balance sheet arrangements (engagements hors-bilan), and, in particular, none of them has:

(i)	granted any Guarantees or Liens in favor of any Person;

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(ii)	entered into any agreement for deferred or conditional payments (other than agreements entered into in the ordinary course of business) including payments pursuant to warranties given in connection with the acquisition or transfer of any Securities or other assets;

(iii)	entered into any agreement with respect to pensions, additional retirement payments (compléments de retraite) and similar indemnities to the benefit of their current or former employees or Managers;

(iv)	participated in any transactions relating to the carrying of Securities, interest rate or exchange rate swap agreements or entered into any arrangements made on a future market; or

(v)	entered into any financial leases.

(b)	Subject to the exceptions stated in Schedule 8.2.5(a), the off balance sheet arrangements identified in Schedule 8.2.5(a) have been entered into by the Group Companies in the ordinary course of business on an arm’s length basis.

(c)	Except as set out in Schedule 8.2.5(a), upon consummation of the Transaction, none of the Group Companies will be a party to any agreement that restricts its capability to grant any Liens over its assets or any other Guarantee.

8.2.6	Receivables

(a)	All receivables of the Group Companies reflected in the Accounts have been and/or will have been generated in the ordinary course of business, as the case may be.

(b)

Schedule 8.2.6(b) (Overdue Receivables) sets out the list of all receivables of an amount superior to fifty thousand Euros (€50,000) and the corresponding provisions recorded in the Accounts, and which, as of the date hereof, have not been paid within a period of 180 days as from the date on which they became due and payable, it being specified that it will be updated as of the Closing Date in order to reflect all receivables of an amount superior to fifty thousand Euros (€50,000) net of the corresponding provisions, as recorded in the Accounts, which, as of the Closing Date, have not been paid within a period of 180 days as from the date on which they became due and payable (the “Overdue Receivables”).

(c)

To the Sellers’ Knowledge, the receivables, other than the Overdue Receivables, are fully recoverable within the terms of payment of the agreements from which they respectively arise. All such receivables other than the Overdue Receivables shall be paid pursuant to the terms and conditions of the agreements from which they respectively arise, in full, for an amount at least equal to their face value, net of the corresponding reserves for doubtful debt, if any, recorded in the Accounts, in accordance with French GAAP.

(d)	Except as set out in Schedule 8.2.6(d) (Assigned, securitized, discounted or otherwise transferred receivables of the Group Companies), none of the receivables of an amount superior to fifty thousand Euros (€50,000), have been assigned, securitized, discounted or otherwise transferred as a guarantee or are subject to any Liens or any payment delegation.

(e)	The receivables existing among Group Companies are accounted for separately as set out in Schedule 8.2.6(e) (Receivables among the Group Companies).

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8.2.7	Inventory

8.2.8	Personal Property

(a)	Schedule 8.2.8(a) (Owned Personal Property) provides a true and complete list of all movable property, installation, items of machinery, vehicles and equipment owned by each Group Company, with a net accounting value exceeding fifty thousand Euros (€50,000) per asset (the “Owned Personal Property”).

(b)	The Owned Personal Property of the Group Companies is fully and validly owned by the Group Companies (except for those that are subject to a retention of title clause (clause de réserve de propriété)), free and clear of any Liens.

(c)

Schedule 8.2.8(c) (Agreements relating to the Leased Personal Property) provides a true and complete copy of all agreements relating to the lease, leasing or use of any leased movable property, installation, items of machinery, vehicles and equipment (the “Leased Personal Property”) to which a Group Company (whether as a lessee or sub lessee) is a party, with a net accounting value exceeding fifty thousand Euros (€50,000) per Leased Personal Property.

(d)	All Owned Personal Property and Leased Personal Property are in a good operating condition and normal state of maintenance and repair, ordinary wear and tear excepted, and suitable for their intended purposes in compliance with applicable Laws.

(e)

The Group Companies’ businesses (fonds de commerce) have been regularly and properly operated, in compliance with applicable Laws, so as to maintain their activities and safeguard their existence. The Group Companies have full and valid ownership over such businesses, and except as set forth in Schedule 8.2.8(e) (Liens on businesses of the Group Companies), such businesses shall be free and clear of any Liens on the Closing Date, and the Group Companies operate such businesses directly. The ownership titles to such businesses have, to the extent required by applicable Laws, been duly registered with the competent commerce and companies registry (Registre du commerce et des Sociétés) or foreign equivalent. Except as set forth in Schedule 8.2.8(e), there are no matters or circumstances likely to restrict the operation or sale of any of such businesses by the Group Companies.

8.2.9	Real Property

(a)	No real property is owned by any of the Group Companies. None of the Group Companies has entered into any agreement to acquire neither any real property nor any rights to use, occupy or lease any real property other than the Real Property.

(b)

Schedule 8.2.9(b)(1) (Real Property Leases) provides a true and complete copy of all Real Property Leases. Except as set forth in Schedule 8.2.9(b)(2), (Uncapped Real Property Leases) none of the Real Property Leases has a duration which, as a result of a renewal by tacit agreement, is equal to or exceeds twelve years. The Real Property Leases provide each Group Company with valid occupational rights on the leased Real Property, as well as, for commercial leases, valid commercial ownership rights (propriété

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(c)	The Group Companies do not need to own, use or occupy any real property other than the Real Property, in order to conduct their activities as currently conducted by the Sellers. Except as set out in Schedule 8.2.9(c) (Third-parties’ rights to the Real Property), no Person other than the Group Companies has any right to any of the Real Property.

(d)	The Group Companies presently occupy and have always occupied the Real Property in compliance with applicable Laws and the terms of the Real Property Leases.

(e)

To the Sellers’ Knowledge, the utilities and equipment of the premises, including water, electricity, telephone, cable, internet access, required for the use, occupancy and operation of the Real Property leased by the Group Companies pursuant to the Real Property Leases are adequate for the conduct of the activities of the Group Companies as currently conducted. The leased Real Property is suitable for its intended purposes in compliance with applicable Laws. To the Sellers’ Knowledge, there are no material latent defects or adverse physical condition affecting the Real Property. Neither the Sellers nor any of the Group Companies have received any notice of a mise en conformité or of any similar requirements from any Person to carry out, at the expense of any Group Company, any repairs or improvements on the leased Real Property. All repairs or improvements required to be carried out on the leased Real Property, have been fully reserved for in the Accounts.

(f)	Each Group Company is in peaceful possession of its leased Real Property and has received no written notice that there may be zoning regulations, rights-of-way, easements or other contractual or legal restrictions that preclude or restrict the ability of the Group Companies to use the Real Property in the scope and manner as currently conducted.

(g)	To the Sellers’ Knowledge, there are no circumstances which may result in any liability to a Group Company in connection with any Real Property currently or formerly used or occupied by it.

8.2.10	Intellectual Property

(a)

Schedule 8.2.10(a) (List of Intellectual Property Rights) provides a true and complete list of all Intellectual Property Rights owned by each Group Company or otherwise used in its business, including all FB Held Patent Rights, and except, for Software, generally available off-the-shelf software, and Publicly Available Software. Without limiting the foregoing, Schedule 8.2.10(a) provides: (i) for each patent and patent application, the patent number or application serial number for each jurisdiction in which the patent or application has been filed, the date filed or granted, and the present status thereof; (ii) for each registered trademark, trade name or service mark, the application serial number or registration number, for each country, province and state, and the class of goods covered; (iii) for any URL or domain name, the registration date, any renewal date and name of registry; (iv) for each registered mask work, the date of first commercial exploitation, the registration number and date of registration, for each by country, province and state; and (v) for each registered copyrighted work, the number and date of registration for each by country, province and state in which a copyright application has been registered.

(b)

When owned by a Group Company, such Intellectual Property Rights or Technology are fully and validly owned by the Group Company concerned, free and clear of any Liens. Except as set out in Schedule 8.2.10(b)(1) (Limitation of the use of the Group Companies' Intellectual Property), the Sellers and the Group Companies are not bound by, and no Group Companies Intellectual Property or Group Companies Technology is subject to, any agreement or arrangement containing any covenant or other provision that

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(c)

In all relevant jurisdictions, the Group Companies and, with respect to the FB Held Patent Rights, to the Sellers’ Knowledge, France Brevets, have taken, all actions reasonably necessary to properly file, maintain and protect the Group Companies Intellectual Property, excluding the Abandoned Patents, and performed all other formalities required by applicable Laws in connection with such Group Companies Intellectual Property, including, for the FB Held Patent Rights which are not Abandoned Patents, payment in full and in due time of all applicable registration, renewal and maintenance fees and expenses to the relevant Governmental Authority, filing of applicable statements of use, timely response to office actions and disclosure of any required information, and all assignments (and licenses where required) of the Group Companies Intellectual Property have been duly recorded with the appropriate Governmental Authorities. The lists of all material actions that must be taken within 90 days of the Closing Date with respect to any of the Registered IP referred to in Section 4.3(a)(xvii) above are true and complete as of the Closing Date. Without limiting the foregoing, the Group Companies and, to the Sellers’ Knowledge, France Brevets, have taken all actions reasonably necessary to develop, maintain and protect the FB Held Patent Rights, including without limitation ensuring that the number of Patent Families in the FB Held Patent Rights was in no event and at any time less than twenty-eight (28), and that the FB Held Patent Rights which are not Abandoned Patents are not expired, cancelled, or abandoned.

(d)	Schedule 8.2.10(d) (License Agreements) provides:

(i)

a true and complete list of all licenses, sublicenses, and other Contracts under which any of the Group Companies is granted rights in any third-party Technology or Intellectual Property Rights (excluding any Publicly Available Software) (i) embedded or incorporated into or distributed with any Group Companies Product, (ii) used by any of the Group Companies in the development or support of any Group Companies Product, or (iii) used or held for use by any of the Group Companies for any other purpose (excluding, for purposes of clause (iii) only, any generally available, off-the-shelf Software licensed by any of the Group Companies on standard terms);

(ii)	a summary of any of the Group Companies’ remaining payment and accounting obligations, if any, with respect to each of the licences, sublicences and Contracts listed on Schedule 8.2.10(d), excluding agreements for generally available, off-the-shelf Software licensed by any of the Group Companies on standard terms;

(iii)

a true and complete list of all licenses, sublicenses or other agreements under which any of the Group Companies or, with respect to the FB Held Patent Rights, France Brevets or any of France Brevets Affiliates, has granted rights, licenses or interests in the Group Companies Intellectual Property or Group Companies Technology to others except for the licenses granted to customers for the use of Products. Without limiting the foregoing, Schedule 8.2.10(d) provides a true and

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(e)

Schedule 8.2.10(e) (Source Code Agreements) provides a true and complete list of (A) all agreements pursuant to which any of the Group Companies has provided Source Code owned by the Group Companies or detailed design documentation of any Group Companies Product or any material part thereof owned by the Group Companies to a third party, and (B) all third parties to whom any of the Group Companies has granted a contingent right to receive the Source Code of any Group Companies Product or any material part thereof, or contingent right to manufacture the Group Companies Products and Services, whether pursuant to an escrow arrangement or otherwise. Except as set out in Schedule 8.2.10(e), none of the Group Companies has directly or indirectly granted any rights, licenses or interests in the Source Code of its Software, or has provided or disclosed the Source Code to any third party. Schedule 8.2.10(e) provides a complete and accurate list of all Source Code deposited by any of the Group Companies at the Agence de Protection des Programmes or any other escrow agency, and these deposits have been duly updated for each new major version of the software of said Source Code.

(f)	Schedule 8.2.10(f) (Products and Services) provides a true and complete list of all Group Companies Products and Services as of the date hereof.

(g)

The Group Companies do not need any Intellectual Property Rights or Technology other than those identified in Schedule 8.2.10(a) in order to conduct their businesses as conducted until now, including the design, manufacture, license and sale of all Group Companies Products and Services. Except as set out in Schedule 8.2.10(d), no Person other than the Group Companies has any right to any such Intellectual Property Rights.

(h)

The Group Companies have taken reasonable steps consistent with industry standard practices to safeguard and maintain the secrecy, confidentiality, and value of all trade secrets and confidential information that are material to their businesses. None of the Group Companies has disclosed any of their confidential information to any other Person except where a legally binding, fully enforceable, confidentiality agreement in respect of such disclosure is in place. Without limiting the foregoing, (i) Intellectual Property Rights owned or used by the Group Companies have been kept strictly confidential where such confidentiality was required to maintain their value, (ii) there has been, to the Sellers’ Knowledge, no misappropriation of any trade secrets or other confidential Intellectual Property Rights or Technology used in connection with the businesses of the Group Companies by any Person; (iii) to the Sellers’ Knowledge, no employee, independent contractor or agent of any of the Group Companies has misappropriated any trade secrets of any other Person in the course of performance as an employee, independent contractor or agent of the businesses of the Group Companies; and (iv) neither the Group Companies, nor any employee, independent contractor or agent of any of the Group Companies is in default or breach of any term of any employment agreement, nondisclosure agreement, assignment of invention agreement or similar agreement, or contract relating in any way to the protection, ownership, development, use or transfer of the Group Companies Intellectual Property or Group Companies Technology.

(i)

Except as set out in Schedule 8.2.10(i) (Third Parties and Employees IP Rights), all third parties (such as, without limitation, consultants) and employees having contributed since May 1, 2011 to the discovery or development of any of the Group Companies Intellectual Property and Group Companies Technology, including third parties and employees having participated in the inventions protected by the Group Companies Intellectual Property, did so either within the scope of his/her employment as part of his/her “mission inventive”, or pursuant to a written consultancy agreement such that, subject to and in accordance

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(j)

Except as set forth in Schedule 8.2.10 (j) (Intellectual Property Claims), there are no pending or, to the Sellers’ Knowledge, threatened in writing claim, action, dispute, or Proceedings against any of the Group Companies, any of their employees, or, with respect to the FB Held Patent Rights, to the Sellers’ Knowledge, France Brevets, (i) alleging infringement, misappropriation or any other violation of any Intellectual Property Rights of any Person by any of the Group Companies or any of their respective products or services, or (ii) challenging the scope, ownership, validity, or enforceability of any of the Group Companies Intellectual Property or of any of the Group Companies’ rights under or to the Intellectual Property Rights and Technology licensed to the concerned Group Company and used in or necessary for the conduct of its business as presently conducted. Without limiting the foregoing, no interference, opposition, reexamination, inter-partes review, post-grant review, or other Proceeding initiated by a third party is or has been pending in which the scope, validity, or enforceability of any of the Group Companies Intellectual Property is being or has been challenged. None of the Group Companies Intellectual Property has been found invalid or unenforceable in whole or in part. Neither the Group Companies Intellectual Property nor the Group Companies Technology is subject to any outstanding judgment, decree, order, writ, award, injunction or determination of an arbitrator or a Governmental Authority (other than office actions and correspondence regarding pending patent applications and trademark applications) restricting the rights of any of the Group Companies with respect thereto or, with respect to the FB Held Patent Rights, restricting the rights of France Brevets. To the Sellers’ Knowledge, the use of Group Companies Intellectual Property or Group Companies Technology by any of the Group Companies does not infringe upon or misappropriate, breach or otherwise conflict with the Intellectual Property Rights or Technology of any third party, including by way of counterfeit or unfair competition. Neither the Sellers nor any of the Group Companies has received any notice alleging any such infringement or misappropriation.

(k)

Except as set out in Schedule 8.2.10(k) (Publicly Available Software), no Group Companies Product (including any Group Companies Product currently under development) contains any Publicly Available Software. All Publicly Available Software used by any of the Group Companies has been used by the Group Companies in its entirety and without modification. The Group Companies have taken all reasonable steps consistent with industry standard practices to avoid incorporation in a Group Companies Product, or otherwise use of, Publicly Available Software in a manner that would require, or condition the use, distribution or otherwise making commercially available of any Group Companies Product on (x) the disclosure, licensing or distribution of any other Software combined, distributed or otherwise made commercially available with such Publicly Available Software in Source Code form, or (y) the licensing or otherwise making available such Publicly Available Software and/or of other Software combined, distributed or otherwise made commercially available with such Publicly Available Software, or any associated Intellectual Property Rights, on a royalty free basis.

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(l)	None of the Group Companies Products contains any Harmful Code, and the Group Companies have used commercially reasonable efforts to prevent the introduction of such Harmful Code to all Software that is incorporated in or provided with the Group Companies Products and Services.

(m)	No funding, facilities, or personnel of any Governmental Authority or educational institution were, since May 1, 2011, used, directly or indirectly, to develop or create, in whole or in part, any of the Group Companies Intellectual Property, the Group Companies Technology, or the Group Companies Products and Services.

(n)

Except as set out in Schedule 8.2.10(n) (Standard Essential Patent Declarations), none of the Sellers, the Group Companies, and to the Sellers’ Knowledge, France Brevets or France Brevets Affiliates, has made any written submission to, and is subject to any agreement with, any standards bodies or other entities that would obligate the Sellers or the Group Companies, any successor to or assignee of any of the Group Companies, or France Brevets or France Brevets Affiliates, to grant licenses to or otherwise impair its control of the Group Companies Intellectual Property, the Group Companies Technology, or the Group Companies Products and Services.

(o)

To the Sellers’ Knowledge, the Group Companies Products and Services do not (a) contain any defect or error in design, materials or workmanship that would materially and adversely affect the use, functionality, or performance of such Group Companies Products and Services; or (b) fail to comply with any applicable warranty or other contractual commitment relating to the use, functionality, or performance of such Group Companies Products and Services.

(p)

The Sellers and Group Companies have obtained all approvals necessary for exporting the Group Companies Products and Services outside of France in accordance with all applicable Laws, export control, embargo and other regulations, and importing the Group Companies Products and Services into any country in which the Group Companies Products and Services are now sold or licensed for use, and all such export and import approvals in France and throughout the world are valid, current, outstanding and in full force and effect.

(q)

On the date hereof, to the Sellers’ Knowledge, France Brevets owns all right, title, and interest in and to the FB Held Patent Rights, including without limitation all rights, title and interest in the FB Held Patent Rights to sue for infringement thereof. To the Sellers’ Knowledge, France Brevets has not created any Liens or Encumbrances on the FB Held Patent Rights since it entered into the PLA1 Agreement. With respect to FB Held Patent Rights, France Brevets and France Brevets Affiliates are not bound by, and no FB Held Patent Rights is subject to, any agreement or arrangement containing any covenant or other provision that in any way limits or restricts the ability of France Brevets or France Brevets Affiliates to use, exploit, assert or enforce any FB Held Patent Rights anywhere in the world. Without limiting the foregoing, neither Kepler nor the transferee(s) of the FB Held Patent Rights pursuant to the IP Agreement will be subject to a covenant or any other provision that in any way limits or restricts its ability to use, exploit, assert or enforce any FB Held Patent Rights anywhere in the world as a result of the IP Agreement, or any transaction entered into by France Brevets related to the FB Held Patent Rights.

(r)

No Person has interfered with, infringed upon or misappropriated any of Group Companies Intellectual Property or Group Companies Technology, or is currently doing so, and the Group Companies have taken all necessary steps to protect the Intellectual Property Rights they own or use against any such infringements. There is no current or threatened in writing claim, dispute, or Proceedings against any third party relating to the infringement or other violation of the Group Companies Intellectual Property or Group Companies Technology by third parties. With respect to FB Held Patent Rights, France Brevets or any of France Brevets Affiliates has not put a third party on notice of actual or potential infringement

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(s)

On the Closing Date, (i) all operations and transactions relating to the implementation and full completion of the IP Recovery will have been validly completed, in accordance with all applicable Laws and with this Agreement, and (ii) France Brevets and France Brevets Affiliates will cease to have any right, title and interest in and to FB Held Patent Rights, including any Abandoned Patents in the FB Held Patent Rights.

(t)

There shall be no additional consideration for the license granted by Thomson Licensing SAS (383 461 191 RCS Nanterre) under the Patent Cross-License Agreement entered into on May 3, 2011 by and between Kepler and Thomson Licensing (the “PCLA”), of any nature whatsoever, whether for the past, or for the future as a result of the completion of the Transaction, including but not limited to, the acquisition of the control of the Target Companies by the Mother Company, claimed by Thomson Licensing within a period of one (1) year from the date of execution of the Put Option Agreement, nor further to any sales audit conducted by or for the account of Thomson Licensing pursuant to the PCLA during such one (1)-year period (the “Specific Thomson Licensing Occurrence”). Notwithstanding anything to the contrary in this Agreement, the Sellers shall indemnify and hold harmless the Purchaser, on a “euro” for “euro” basis (without application of any multiple or formula), from any Loss incurred by the Purchaser or any of the Group Companies in connection with any Specific Thomson Licensing Occurrence, subject only to a specific deductible (franchise) of one million Euros (€1,000,000) (the “Specific Thomson Licensing Indemnity”), unless, but only to the extent that, any such Loss is due to, or increased by (in which case the Specific Thomson Licensing Indemnity shall be due and be reduced to the extent of such increase), any external growth transaction other than the Transaction completed by any means whatsoever by any entity of the group controlled by the Mother Company (including, after Closing, any Target Company) within a one (1)-year period from the date of execution of the Put Option Agreement. Each Party undertakes not to make any contact, of any nature whatsoever, with Thomson Licensing aiming at, or being reasonably expected to result in, a Specific Thomson Licensing Occurrence, without involving the Purchaser (if the contacting Party is a Seller) or the Sellers’ Representative (if the contacting Party is the Purchaser).

8.2.11	Information Technology - Data Protection

(a)	All records and all data and information of the Group Companies are recorded, stored, maintained or operated or otherwise held exclusively by the Group Companies or by service providers retained by the Group Companies pursuant to Contracts, a list of which is provided in Schedule 8.2.11(a) (Data Storage).

(b)

The Group Companies fully comply with the requirements of all applicable Laws concerning rights in respect of privacy and personal data. The personal data of third parties processed by the Group Companies and/or transferred to the Purchaser has been lawfully obtained and/or otherwise processed pursuant to applicable data privacy and protection Laws and the Purchaser, the Group Companies and their Affiliates will, as of the Closing Date, be entitled to use the same and grant such rights therein towards its customers and business partners in the manner practiced by the Group Companies in the past.

(c)	There are no compliance measures by data protection authorities pending against any of the Group Companies which could have an impact on the Group Companies and no such compliance measures have been taken during the preceding three (3) years.

(d)	The Group Companies have valid support agreements with the suppliers of the information technology systems, pertaining to the Group Companies, under which preventative and corrective maintenance

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(e)	The computer hardware, Software and data used by the Group Companies can be replaced or substituted without material disruption to the business of the Group Companies. In the three (3) years prior to the date of the Agreement, there have been no computer software interruptions which have had a material effect on the business of any Group Company.

(f)	The Group Companies have adequate procedures to ensure internal and external security of the computer hardware, computer software and data, including procedures for preventing unauthorized access, preventing the introduction of a virus and taking and storing on-site or off-site back-up copies of the computer software and data.

8.2.12	Agreements

(a)

All agreements entered into by any of the Group Companies after December 31, 2010 (a “Group Companies Agreement” or collectively, the “Group Companies Agreements”) are valid and in full force and effect, except for those Group Companies Agreements that are terminated, enforceable in accordance with their terms and conditions and in compliance with applicable Laws. The Group Companies have always complied with all their obligations under the Group Companies Agreements.

(b)	Schedule 8.2.12(b) (Material Contracts) sets out a true and complete list of all Material Contracts. Schedule 8.2.12(b) specifies for each Material Contract the name of the concerned Group Company, the registration number in the Group Companies’ ERP, the date of registration in the Group Companies’ ERP, the name of the customer, the revenues recognized as of the Reference Date and the currency.

(c)	All Material Contracts are valid and in full force and effect, enforceable in accordance with their terms and conditions and in compliance with applicable Laws.  The Group Companies have always complied with all their obligations under the Material Contracts.  None of the Group Companies have waived any right under any Material Contract.

(d)	Except as set out in Schedule 8.2.12(d) (Affected rights and obligations under Group Companies Agreements and Material Contracts), there are no circumstances (including as a result of the Transaction) which would:

(i)	challenge or reduce any rights of any Group Company under any Group Companies Agreement or Material Contract or increase any of its obligations thereunder;

(ii)	constitute a breach or default under any such Group Companies Agreement or Material Contract;

(iii)	result in, or authorize, the voidance, termination, suspension, acceleration of any payment, payment of late-payment interest, penalties or indemnities of any kind under any such Group Companies Agreement or Material Contract; or

(iv)	otherwise affect the performance or renewal of any such Group Companies Agreement or Material Contract.

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(e)	Except as set out in Schedule 8.2.12(e) (Specific Contracts), there are no agreements (including any Group Companies Agreement or Material Contract) or any commitment whatsoever to enter into an agreement having one or more of the following characteristics:

(i)	the termination of which would result in a Material Adverse Change; or

(ii)	requiring performance after December 31, 2016; or

(iii)	the termination by the Group Companies of which is subject to (a) prior notice equal to or longer than six (6) months and/or (b) payment by the Group Companies of a contractual penalty or indemnity of any nature whatsoever in excess of fifty thousand Euros (€50,000) (VAT included); or

(iv)	involving a payment or a series of payments by the Group Companies in excess of fifty thousand Euros (€50,000) (VAT included) in the aggregate until December 31, 2016; or

(v)	entered into with any Governmental Authority; or

(vi)	relating to the granting of subsidies or other financial assistance to any of the Group Companies; or

(vii)	containing a change of control, acceleration or similar provision that would be triggered by the completion of Transaction or under which the rights and/or obligations of any Group Company may be adversely affected by the completion of the Transaction; or

(viii)	limiting the freedom of a Group Company to develop technology, to do business or to compete, or prohibiting or restricting the conduct of certain activities or pursuant to which a Group Company confers or is granted with an exclusivity; or

(ix)	entered into under conditions other than at arm's length, involving obligations, restrictions or expenditures of an unusual, onerous or exceptional nature of an amount in excess of fifty thousand Euros (€50,000) (VAT included) for the Group Companies other than in the ordinary and usual course of business; or

(x)	involving agency or distributorship, involving partnership, joint venture, consortium, joint development, shareholders or similar arrangements; or

(xi)	being loss making except, as to commercial agreements, for losses provided or recorded in the Accounts; or

(xii)	being to result in unlimited liability or joint and several liability of any Group Company; or explicitly providing for contractual penalties or liquidated damages of an amount in excess of fifty thousand Euros (€50,000) (VAT included); or

(xiii)	having liability or litigation risk for an amount in excess of fifty thousand Euros (€50,000) (VAT included); or

(xiv)	having the effect or purpose of sharing profits or revenues with third parties or the payment of commission or other remuneration calculated by reference to profit or turnover, which may result

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(xv)	having no volume discount clauses, where any Group Company is the customer, or having volume discount clauses, where any Group Company is the supplier, or having most favored customer clauses.

(f)	All arrangements with employees/ customers/ third parties are in writing and there has not been any verbal commitment of any kind to any party.

8.2.13	Commercial Relations

(a)

Schedule 8.2.13(a) (Largest Suppliers and Customers) provides a true and complete list of (i) the ten (10) largest suppliers of the Group Companies taken as a whole in terms of purchase on the basis of the Accounts, and (ii) of the twenty (20) largest customers of the Group Companies taken as a whole in terms of sales on the basis of the Accounts and with an aggregate value for each customer superior to five hundred and forty-five thousand Euros (€545,000).

(b)	There are no agreements that may oblige any Group Company, whether immediately or in the future, to accept imposed purchase prices to which such Group Company has not previously agreed to.

(c)

Except as indicated in Schedule 8.2.13(c) (Modifications of the commercial relations), none of the Sellers 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 other than in the ordinary course of business.

(d)	Except as indicated in Schedule 8.2.13(d) (Events impacting the Group Companies’ supplies), to the Sellers’ Knowledge, there are no events or circumstances other than those arising from the general economic situation that may endanger the Group Companies’ supplies or outlets, or the conditions applicable thereto.

(e)	Neither any of the Sellers nor its Affiliates is engaged, directly or indirectly, in the businesses of the Group Companies other than through the Group Companies.

8.2.14	Sales Representatives Independent Contractors

(a)

Schedule 8.2.14(a) (List and description of the Group Companies’ sales support activities agreements) provides a true and complete list of all the Group Companies’ sales support activities agreements entered into by and between (i) any Group Company and (ii) sales representatives independent contractors or sales support providers (the Persons listed in (ii) hereinabove, the “Sales Representatives Independent Contractors”), together with reasonable detail on the main terms of said sales support activities agreements (including duration, territory, products concerned, rate of commission).

(b)	No commercial agency agreement has been entered into by any of the Group Companies.

(c)

Any amounts superior to fifty thousand Euros (€50,000) owed to Sales Representatives Independent Contractors have been duly paid in time by the Group Companies or are fully reserved for in the Accounts and the Group Companies have no outstanding liabilities superior to fifty thousand Euros (€50,000) towards any current or former Sales Representatives Independent Contractors, including those resulting

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(d)	No employment agreement has been entered into by any Group Company with current or former Sales Representatives Independent Contractors and none of the Group Companies have granted any loans or other financial assistance to their Sales Representatives Independent Contractors.

(e)	There are no individuals and companies working as independent contractors for any of the Group Companies other than the Sales Representatives Independent Contractors.

8.2.15	Insurance Policies

(a)

Schedule 8.2.15(a) (Insurance Policies) provides a true and complete list of the insurance policies maintained by the Group Companies or to which any Group Company is a named insured or otherwise the beneficiary of the coverage which will be available on and after the Closing Date (the “Insurance Policies”). Schedule 8.2.15(a) specifies for each Insurance Policy the name of the insurance company, the policy number, a description of the scope, nature and amount of the risk covered, the duration of the policy, the annual premium amount and the amount of the deductible, if any.

(b)	All Insurance Policies are valid and in full force and effect. Unless modified by the Purchaser, the Insurance Policies which will be available after the Closing Date will remain valid and in full force for any incident covered by Insurance Policies with a cause or origin in an event which occurred prior to the Closing Date, whether known or unknown at such date.

(c)

Each Group Company benefits from insurance coverage with solvent insurance companies that are in scope and amount customary and reasonable for the businesses in which it has been or is engaged, in accordance with past practices and the businesses of the Group Companies as conducted until now. Each Group Company is validly insured for all material risks which may result from the conduct of its activities, including without limitation, for the acts of its Managers or employees and in respect of those risks relating to the possession or use of assets which it owns or uses (including loss of earnings, exceptional loss or liability).

(d)	All premiums due with respect to such Insurance Policies have been paid on time and the Group Companies have made the adequate reserves for the amount of such premiums in the Accounts.

(e)	The Group Companies have not breached any material provisions of the Insurance Policies and have properly declared any incident which might give rise to an indemnification under any of the Insurance Policies.

(f)

There is no outstanding claim under any such Insurance Policies. The Group Companies have not suffered any damages nor know of any fact that might give rise to an increase of any insurance premium or deductible as currently applied under the Insurance Policies. Schedule 8.2.15(f) (Insurance Claims) further sets out the incidents in respect of which any Group Company has made claims under the Insurance Policies for the last three (3) years together with the amount of payments made under such Insurance Policies in respect thereof.

(g)	None of the Group Companies has done anything or received any notification and, to the Sellers’ Knowledge, there are no circumstances that would result in the termination of any Insurance Policy,

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8.2.16	Tax, Social Security and Customs

(a)	Except as indicated in Schedule 8.2.16(a) (Exceptions to Tax, Social Security and Customs Declarations):

(i)	the Group Companies have kept all Tax documentation, information, software or hardware required to be kept by applicable Tax Law;

(ii)

the Group Companies have timely filed with the appropriate Governmental Authorities any and all Tax Returns that were required to be filed by or on behalf of such Group Company on or before the Closing, and each such Tax Return, was and is complete and correct, including in respect of the amount, existence and possibility to use the Tax losses, Tax credits and carried-back receivables of the Group Companies, it being specified that this possibility to use Tax losses, Tax credits and carried-back receivables is subject to the Group Companies making taxable profits in future tax years and refraining from taking any action in the future leading to the loss of these Tax losses, Tax credits and carried-back receivables;

(iii)	the Group Companies have timely paid all Taxes shown to be payable in such Tax Returns; and

(iv)	the reserves for accrued Tax liabilities set forth in the Accounts are, in accordance with the French GAAP, adequate to pay all Taxes due in connection with their respective date.

(b)	Except as indicated in Schedule 8.2.16(b) (Tax Audits), none of the Group Companies:

(i)	has been nor is the subject of any Tax audit, reassessment or litigation relating any of the financial years ended or ending on December 31, 2012, 2013, 2014 or 2015; and

(ii)	has received any request for information from any Tax Authority.

(c)	The Group Companies listed in Schedule 8.2.16(c) (Perimeter of Tax Consolidation Regime) have validly and timely opted for the tax consolidation regime (“intégration fiscale”) with the Holding as the parent company of the tax consolidated group.

(d)	None of the Group Companies is acting as Tax representative for any company other than one of the Group Companies.

(e)	None of the Group Companies benefit from any Tax ruling or similar arrangement granted by any Tax Authority.

(f)	The transactions carried out by any Group Company with any of the Sellers and any related party of the relevant Group Company (within the meaning of Article 39.12 of the French Tax code) have been carried out at arm’s length.

(g)	Except as set forth in Schedule 8.2.16(g) (Tax Costs generated by the Performance of this Agreement), neither the performance by each of the Sellers of its obligations hereunder, nor the consummation of the transactions contemplated herein (including the pre-Closing transactions described in Section 5), will generate any Tax cost for any of the Group Companies.

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(h)	The “CIR” and “CICE” Tax credit receivables recorded in the individual corporate Accounts of the relevant Group Companies are valid, fully recoverable and will not be successfully challenged by any Governmental Authority or Tax Authority.

8.2.17	Labor Matters

(a)

Schedule 8.2.17(a) (List of the Employees of the Companies) provides a true and complete list of (i) all individuals employed by the Group Companies and indicates for each of them, their duties, term of office, seniority and a description of their compensation details (including any fringe benefits, pensions, bonuses, incentive schemes, accrued paid holidays and working time related benefits (R.T.T.)).

(b)	None of the Managers or Key Employees of the Group Companies has resigned or has informed the Sellers or, to the Sellers’ Knowledge, any Group Company of his/her intention to resign in writing. None of them has been dismissed or is subject to a dismissal procedure which is pending.

(c)

Schedule 8.2.17(c) (List of the Collective Agreements) provides a true and complete list of all collective agreements applicable to each Group Company (the “Collective Agreements”). Collective Agreements shall include in particular the applicable national collective bargaining (conventions collectives) and company agreements (accords collectifs) and any agreements established with staff representatives (accords atypiques) or with the employees (referendum) or description of companies practices (usages). In particular, it provides true and complete copies of the following Collective Agreements:

(i)	retirement, profit sharing, growth sharing, company savings plans, retirement bonus, stock purchase or stock option plans, or any other similar agreement for the benefit of their respective employees or Managers;

(ii)	any document describing the remuneration policy, including premiums, bonuses, commissions, incentive schemes, and advantages in kind, awarded to all of the staff or certain categories thereof or to the Managers;

(iii)	any unilateral undertaking or other regional, local, company or business branch practices (usages), that provide for advantages exceeding those resulting from applicable Laws or collective bargaining agreements.

(d)

All Collective Agreements entered into at any Group Company’s level comply with applicable Laws, have been regularly filed, whenever required, are valid and in full force and effect. The Group Companies comply and have complied with and performed their obligations under these Collective Agreements and, to the Sellers’ Knowledge, none of the Group Companies has received any notices, claims or litigation from the Governmental Authorities, staff representatives or employees in this respect.

(e)	All Group Companies have, in due time, regularly entered into all mandatory collective agreements or action plans.

(f)	None of the Group Companies has contracted any pension benefit obligations for any of their employees or Managers.

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(g)	The Group Companies do not participate in or contribute to any (i) retirement plans; (ii) profit-sharing bonus or other incentive schemes; or (iii) other benefit plans, in all instances, other than those which are compulsory under applicable Laws and Collective Agreements.

(h)	Standard forms of employment agreements used by the Group Companies are set out in Schedule 8.2.17(h) (Standard Forms of Employment Contracts). The terms and conditions of the employment contracts between each Group Company and its employees, as well as the conditions of employment of any employee of the Companies, comply with applicable Laws and the Collective Agreements.

(i)

Schedule 8.2.17(i) (Specific Employment Contracts) provides a true and complete copy of the employment contracts entered into with the Key Employees and with the Managers/company officers of the Group Companies. Schedule 8.2.17(i) further provides a table identifying all employees of the Group Companies who benefit from advantages in excess of those arising from applicable Laws or the Collective Agreements such as defined benefit retirement schemes or golden parachutes payments or whose employment contract otherwise differs from the standard form of employment contract set out in Schedule 8.2.17(h).

(j)	Except as indicated in Schedule 8.2.17(j) (Extra Notice Period or Indemnity in Employment Contracts), none of the Group Companies has entered into any Contracts or undertaking with any of its employees or company officers which provide, in the event of termination, for a notice period or payment of an indemnity which exceeds that provided for by applicable Laws and Collective Agreements.

(k)

Except for the annual increase subject to conditions decided as of July 1, 2016 amounting to 1% of the employees’ gross monthly salary, neither the Sellers 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 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 by the Collective Agreements.

(l)	The Group Companies have no outstanding liabilities or obligations towards their former employees or Managers, including under settlement agreements.

(m)

No Group Company has entered into any agreement which could lead to the reclassification of the relationship with any individual as an employment contract with any Group Company or which could be considered as illegal lending or bargaining of employees, in the past three years. None of the Group Companies has received any written notices, claims or litigation from the Governmental Authorities, staff representatives, or employees in this respect, in the past three years.

(n)

No Group Company has entered into any subcontracting agreement which could lead to the reclassification of the relationship with any individual as an employment contract with any Group Company or which could be considered as illegal lending or bargaining of employees, in the past three years. None of the Group Companies has received any notices, claims or litigation from the Governmental Authorities, staff representatives, or employees in this respect, in the past three years.

(o)

All amounts owing to any Managers or employees of any Group Companies (including under benefit plans or retirement indemnities accrued to the employees) for all periods ending on or prior to the Closing Date will have been timely paid in full or will have been fully reserved for or provided as off-balance sheet commitments in the Closing Accounts. No work accident or any professional disease has occurred that is likely to trigger an increase of the insurance rate in any of the Group Companies. There has been no agreement of any kind such as would increase the rates of social contributions. In particular, no work

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(p)

Except as set forth in Schedule 8.2.17(p) (Compliance with labor Laws), the Group Companies are and have been in compliance with all applicable Laws relating to labor and social security matters and none of the Group Companies has received any notices, claims or litigation from the Governmental Authorities, staff representatives, or employees in this respect, in the past three years. In that respect, the Seller has duly informed and consulted the existing works’ council, in connection with the entering into of this Agreement and the transactions provided for herein and said works’ council has accordingly issued an opinion in compliance with applicable Laws.

(q)

All of the Group Companies have taken any and all necessary actions under applicable Laws related to working time related benefits (R.T.T.) and holiday pays and have paid all amounts due to any employees in accordance with applicable Laws and none of the Group Companies has received any notices, claims or litigation from the Governmental Authorities, staff representatives, or employees in this respect, in the past three years. All related costs or expenses are adequately provided in the Accounts and/or the Closing Accounts, as appropriate.

(r)

There are no pending or, to the Sellers’ Knowledge, threatened in writing Proceedings instituted by the Labor Administration (Inspection du Travail ou DIRECCTE), the Social Security Administration (URSSAF) or any Governmental Authority competent for applicable labor Laws, union or employees’ representatives, a current or former employee nor involving any Group Company and any of its present or former employees or Managers for a stated amount greater than ten thousand Euros (€10,000). No union or staff representative has expressed during meetings with Management or through leaflets any threat of claim against any Group Company.

(s)

None of the Group Companies has made any undertakings, including undertakings to maintain or to terminate any employments agreements, within the context of any redundancy plan (plan de sauvegarde de l’emploi, or former plan social), an unemployment plan that has not been performed in full or fully reserved for in the Accounts and/or the Closing Accounts, as appropriate. None of the Group Companies incurs any liability towards any of its employees or Managers or any former employees or Managers nor is liable to make any payment to any of them including by way of damages.

(t)	There is no pending or, to the Sellers’ Knowledge, threatened in writing labor strike, work stoppage or other organized disturbance or disruption of the labor force of any of the Group Companies. Schedule 8.2.17(t) (Description of Previous Strikes or Labor Conflicts) identifies in reasonable details any such event that has occurred in the past three years.

8.2.18	Environment

(a)	To the Sellers’ Knowledge, there are no circumstances that could be expected to result in liabilities of any Group Company arising under or relating to environmental protection or Environmental Laws.

(b)

No hazardous substances (such as asbestos) prohibited or regulated by any Environmental Laws or Governmental Authority exists or, to the Sellers’ Knowledge, have ever existed on any Real Property owned or occupied by any of the Group Companies (whether in the buildings or on the ground or underground) and no hazardous wastes of any kind are or, to the Sellers’ Knowledge, have been stored or otherwise released on or from any such Real Property.

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(c)

Schedule 8.2.18(c) (List of Environmental Reports) provides a true and complete copy of all environmental reports issued by or on behalf of the Group Companies or which relate directly or indirectly to the activities of any Group Company. The cost of compliance by all Group Companies with Environmental Laws, with the provisions of the corresponding Governmental Authorizations or with the recommendations contained in any such environmental reports, is sufficiently provided for in the Accounts.

(d)	All Group Companies have at all times in the past sold, transferred, transported or arranged for the transportation, treated for elimination or arranged for the treatment or elimination of hazardous substances or wastes in compliance with the Environmental Laws.

8.2.19	Litigation

(a)	Except as set forth in Schedule 8.2.19(a) (Pending or foreseen Proceedings), there are no Proceedings of any kind, currently pending or, to the Sellers’ Knowledge, possibly foreseen, involving any Group Company or to which any Group Company is a party.

(b)	No administrative, judicial or arbitration decisions have been rendered against any Group Company that may result in a Material Adverse Change.

(c)	None of the Group Companies are or have been subject to any Proceedings which could prevent or delay the consummation or modify the terms of the Transaction.

(d)	No matter exists which may give rise to the criminal liability of any Group Company and/or any of its Managers resulting in a Loss.

8.2.20	Products and Services Liability

(a)

There is no pending or, to the Sellers’ Knowledge, threatened in writing Proceedings against any Group Company relating to the quality of the products or services sold, manufactured, delivered or performed by sub-contractors of any of the Group Companies (the “Products and Services”). To the Sellers’ Knowledge, none of the Group Companies may incur any liability as a result of the sale, manufacture, delivery or performance of the Products and Services.

(b)	None of the Products and Services has any hidden or apparent faults or defects for which the customers can claim any damages under the relevant agreements. The Products and Services conform to applicable Laws, contractual commitments, standards and norms (including safety standards) applicable to them.

(c)

Except as set forth in Schedule 8.2.20(c) (Warranty granted with respect to the Products and Services), no warranty has been granted with respect to the Products and Services pursuant to which the Group Companies would be liable beyond the limits and periods provided for by the general conditions of sale provided by the contractual documentation applicable to such Products and Services and set out in Schedule 8.2.20(c).

8.2.21	Compliance with Laws

(a)

All Governmental Authorizations required for the Group Companies to conduct their activities and own, build, operate or use their assets, as now being conducted or owned, built, operated or used, have been obtained in compliance with applicable Laws and are in full force and effect. Schedule 8.2.21(a) (Governmental Authorizations) provides a true and complete list of all such Governmental Authorizations.

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(b)	Each Group Company has conducted its activities and owned, built, operated or used its assets in compliance with all applicable Laws. To the Sellers’ Knowledge, there are no circumstances that may result in the withdrawal, suspension, non-renewal or modification of any Governmental Authorizations referred to in Paragraph (a) above.

(c)

Neither the Sellers nor, to the Sellers’ Knowledge, the Group Companies favored by any means a deceitful justification of the origin of the assets or income of any offence’s perpetrator (auteur d’un crime ou d’un délit) whose offence provided such perpetrator a direct or indirect benefit, nor helped a transaction aiming at the investment, concealment or conversion of the direct or indirect benefit of any offence.

8.2.22	Relations with the Sellers

(a)	Upon the Closing Date, neither the Sellers, nor any Affiliate of the Sellers, save for in respect of (i) the employment contracts entered into with any Group Company and/or (ii) the corporate mandates and offices exercised within any Group Company, which will remain in force notwithstanding Closing:

(i)	will hold, either together or separately, directly or indirectly, in whole or in part, any property, assets or rights whatsoever that any Group Company needs to own, use, exercise or benefit from for purposes of carrying out all or part of its activities; or

(ii)	will be a creditor or debtor of any Group Company or will be able, whether currently or in the future (on the basis of the relationships existing on or prior to the Closing Date), to exercise any claim or right against any Group Company or owe any obligation to any of them; or

(iii)	will have granted any Guarantee to secure any Group Company’s undertakings, or is the beneficiary of any Guarantee granted by any Group Company; or

(iv)	generally, will have entered into any agreement with any Group Company.

(b)

As of the Closing Date, and except as otherwise provided for in this Agreement, there is no agreements or arrangements in force or likely to produce some effects between any of the Group Companies, on the one hand, and any of the Sellers, on the other hand. All the transactions pursuant to such agreements and arrangements have been properly and duly settled and there remain no exposure whatsoever for any of the Group Companies pursuant thereto.

8.2.23	No Undisclosed Agreements with Managers and Key Employees

8.2.24	Management since the Reference Date

(a)

Except as set forth in Schedule 8.2.24(a) (Management of the Group Companies since the Reference Date), since the Reference Date, the Group Companies have carried on their activities only in the ordinary course of business, with due care and attention as bon père de famille (de façon prudente, diligente et soigneuse) and in substantially the same manner as theretofore conducted and none of the Group Companies has taken nor committed to take any of the actions set forth in Section 5.9(b) above, except

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(b)	Since the Reference Date, no circumstance, event or fact relating to any of the Group Companies has occurred that may constitute a Material Adverse Change.

8.2.25	Intermediaries

(a)	None of the Group Companies have any liability or obligation to pay any fees or commissions to any broker, finder, agent or advisor, including attorneys and statutory auditors, with respect to any of the transactions contemplated by this Agreement or relating to the Transaction.

(b)	All professional fees or any other amounts due by any of the Group Companies to any advisors, including to attorneys and statutory auditors, have been paid and none of these advisors has any claim against such Group Company.

8.2.26	Completeness of Representations and Warranties

(a)	The Sellers have not omitted to disclose or misstated to the Purchaser during the negotiation of the Transaction any material circumstances, events or facts whatsoever concerning the Group Companies or the Ordinary Shares, the ORAs, the OCRs and the OBSAs, nor the Transferred Securities other than the ManCo Shares.

(b)	The Sellers have taken all necessary actions to obtain from the Group Companies all information necessary to enable them to make the representations contained in this Section 8.2.

(c)	There is no circumstance, event or fact relating to any of the Group Companies that may constitute a Material Adverse Change that has not been set forth in this Agreement.

8.3	Additional Representations by the ManCo Shareholders Individually but not Jointly (conjointement mais non solidairement)

8.3.1	ManCo

(a)	A true, accurate and complete copy of the by-laws and of the certificate of incorporation of ManCo is set out in Schedule 8.3.1(b) (By-laws and Certificate of Incorporation of ManCo).

(b)	ManCo is not nor has been in a state of insolvency (en état de cessation des paiements), nor subject to any Bankruptcy Proceedings and no facts exist that would result in any such event occurring. There is no reason which could lead ManCo to incur its nullity or its dissolution (other than voluntary).

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(c)	Since its incorporation, ManCo exists and operates validly and regularly, in compliance with applicable Laws.

(d)	Since its incorporation, ManCo has not carried out any activities other than the management of its cash and of its shareholding in the Holding.

(e)

All corporate decisions made by the management bodies of ManCo have always been made in compliance with its by-laws and the applicable Laws, duly recorded in the corporate registers that will be provided to the Purchaser on the Closing Date and all required registration formalities or filings have been performed. The share transfer registers and shareholders’ accounts that will be provided to the Purchaser on the Closing Date have been properly and regularly maintained.

8.3.2	The ManCo Shares

(a)	The ManCo Shares represent 100% of the share capital and voting rights of ManCo.

(b)	Except for the ManCo Shares, ManCo has not issued, nor approved the issuance of, any shares, warrants or Securities of any nature whatsoever; and there are no options or other agreements or undertakings pursuant to which ManCo is or may become obligated to issue any shares, warrants or other Securities of any nature whatsoever.

8.3.3	ManCo’s Accounts

(a)	The Accounts of ManCo, as attached as Schedule 8.3.3(a) (Accounts of ManCo):

(i)	have been prepared on a consistent basis in accordance with French GAAP;

(ii)	are accurate and complete (réguliers et sincères) and present a true and fair view (donnent une image fidèle) of the assets, financial condition and results of operations of ManCo, in compliance with the provisions of article L. 123-14 of the French Commercial Code, as of the date and for the periods covered thereby; and

(iii)	for the fiscal year ended on December 31, 2014, have been approved at the ordinary general meeting of its shareholders without qualification (sans réserve) or modification in accordance with applicable Laws and ManCo’s by-laws.

(b)	ManCo has no liabilities, of any kind, that are not reflected in the Accounts other than those incurred in the ordinary course of business since the Reference Date. The aggregate amount of all liabilities of ManCo does not exceed €10,000.

(c)	ManCo has not granted any security, warranty or other off balance sheet undertakings.

(d)	ManCo owns 3,635,755 Ordinary Shares. Except for the 3,635,755 Ordinary Shares it holds, ManCo does not (i) hold any other interest, directly or indirectly, in any Entity, nor (ii) have any asset other than cash, as the case may be.

(e)	ManCo’s net assets exceed €3,625,755.

(f)	The Required Financials relating to ManCo, when delivered, will (i) have been derived from the books and records of ManCo, (ii) be true and correct in all material respects and (iii) fairly present the financial position, results of operations and cash flows of ManCo at the date and for the periods indicated therein, except as indicated in the footnotes thereto.

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8.3.4	Tax Matters

(a)	There are and have been no Proceedings of any kind, currently pending or, to the Manco Shareholders’ Knowledge, possibly foreseen, involving ManCo or to which ManCo is a party.

(b)	Neither ManCo nor any of its Managers may incur any joint, indefinite or criminal liabilities resulting in a Loss.

(a)

Since the Reference Date, ManCo has carried on its activities only in the ordinary course of business, with due care and attention as bon père de famille (de façon prudente, diligente et soigneuse) and in substantially the same manner as theretofore conducted and has not taken nor committed to take any of the actions set forth in Section 5.9(b) above, except as may have been (x) required by applicable Laws or any Governmental Authority or (y) expressly contemplated elsewhere in this Agreement, or (z) consented to in writing by the Purchaser in accordance with the provisions of Section 5.9.

(b)	Since the Reference Date, no circumstance, event or fact relating to ManCo has occurred that may constitute a Material Adverse Change.

(a)	ManCo has no liability or obligation to pay any fees or commissions to any broker, finder, agent or advisor, including attorneys and chartered accountants, with respect to any of the transactions contemplated by this Agreement or relating to the Transaction.

(b)	All professional fees or any other amounts due by ManCo to any advisors, including to attorneys and chartered accountants, have been paid and none of these advisors has any claim against ManCo.

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8.3.10	Completeness of Representations and Warranties

(a)	The ManCo Shareholders have not omitted to disclose or misstated to the Purchaser during the negotiation of the Transaction any material circumstances, events or facts whatsoever concerning ManCo or the ManCo Shares.

(b)	The ManCo Shareholders have taken all necessary actions to obtain from ManCo all information necessary to enable them to make the representations contained in this Section 8.3.

(c)	There is no circumstance, event or fact relating to ManCo that may constitute a Material Adverse Change that has not been set forth in this Agreement.

9.	INDEMNIFICATION

9.1	Principle

(a)	Liability of each Indemnifying Seller Individually

(b)	Liability of the Indemnifying Sellers Individually but not Jointly (conjointement mais non solidairement)

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(c)	Liability of the ManCo Shareholders Individually but not Jointly (conjointement mais non solidairement)

(d)	The Parties hereby agree that any sums relating to a Loss due by an Indemnifying Seller pursuant to the preceding Paragraphs (the “Refund”) shall be paid to the Purchaser (or to the relevant Target Company, at the Purchaser’s election).

(e)	With respect to any Refunds paid pursuant to Sections 9.1(a) and 9.1(b) above, such payments shall be deemed to constitute an adjustment to the Final Price and, with respect to any Refunds paid pursuant to Section 9.1(c) above, such payments shall be deemed to constitute an adjustment to the Final Price within the limit of the portion of the Final Price represented by the ManCo Shares.

9.2	Calculation

(a)	In calculating the amount of the Refund relating to any Loss incurred or suffered by the Purchaser or any of the Target Companies, the following amounts shall be deducted:

(i)

any Tax benefit effectively realized by the Purchaser or the relevant Target Companies attributable to (and that would not have arisen but for) the matter, event or circumstance giving rise to such Loss, provided that a Tax benefit shall be deemed to be realized only if it gives rise to a reduction of the amount of corporate Tax that would have been effectively paid in the absence of such Loss, on account of the financial year in which the Loss is accounted for;

(ii)

any sum paid to the Purchaser or any Target Company net of any applicable income Tax (whether as indemnity or otherwise) by a Third Party in relation to such Loss, including any insurance proceeds (netted against deductibles, retroactive premiums, increases of premiums resulting from the matter, event or circumstance underlying such Loss over a period of twelve (12) months, collection costs and other costs associated with making or pursuing any such claims, as applicable);

(iii)	any sum relating to such Loss actually taken into account for the determination of the Adjusted Initial Price as mentioned in the Purchaser Completion Statement, as agreed or determined in accordance with the provisions of Section 2.5 above;

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(iv)	any provision or reserve made in the Accounts in relation to the matter, event or circumstance which gave rise to such Loss.

(b)	The amount of the Refund shall be increased by the amount of any Taxes which could be owed by the Purchaser or the relevant Target Companies as a result of the payment of such Refund.

(c)

If and to the extent that any Loss is the result of (i) a Tax reassessment of a Target Company relating to the fiscal years ended on December 31, 2012, 2013, 2014 or 2015 whose sole effect is to shift a Tax liability from one fiscal year to another, or (ii) a Tax reassessment relating to value added tax that can be recovered by the relevant Target Company, the Refund shall be limited to the amount of any penalty or interest charge in relation thereto due by the relevant Target Company.

(d)	For purposes of determining the amount of the Refund relating to any Loss under this Agreement, any amount which is not a Euro amount shall be converted from the relevant foreign currency into Euros by using the Relevant Exchange Rate.

(e)

If the Indemnifying Sellers pay to or for the benefit of the Purchaser or the concerned Target Company an amount in respect of any Claim and the concerned Target Company subsequently receives from any other Person any payment in respect of the matter giving rise to such Claim, the Purchaser shall thereupon pay to the Indemnifying Sellers an amount equal to the payment received (except to the extent that the liability of the Indemnifying Sellers in respect of the Claim was reduced to take account of such payment) less any costs and expenses incurred by the Purchaser and/or the concerned Target Company in this respect. Such payment shall be made to such accounts of Indemnifying Sellers as shall be notified by the Sellers’ Representative to the Purchaser for such purpose, together with the allocation of the amount of such payment among the Indemnifying Sellers. Such allocation shall be made under the sole and exclusive responsibility of the Sellers and the Purchaser and the Target Companies shall incur no liability whatsoever in respect thereto.

(f)

The Purchaser hereby undertakes to inform, and to cause the relevant Target Companies to inform, in a timely manner the Sellers’ Representative of the occurrence of any element which may be taken into account for purposes of Sections 9.2(a), 9.2(b), 9.2(c) and 9.2(e). Any Refund shall only be owed for the net amount of any Loss calculated (i) after deduction or addition, as the case may be, of the items referred to in Sections 9.2(a) and 9.2(b) and (ii) taking into account the provisions of Section 9.2(c).

(g)	Solely for purposes of determining the amount of the Refund relating to any Loss under this Agreement, the representations, warranties, covenants and agreements of the Parties set forth in this Agreement shall be considered without regard to any qualification based on “materiality” or “Material Adverse Change” or terms of similar import.

(h)

Notwithstanding anything to the contrary contained in this Agreement, neither any Seller nor the Sellers’ Representative (on behalf of all the Sellers) shall have any right of contribution, indemnification or similar right from or against any Target Company with respect to any Claim arising in connection with any acts or omissions occurring at or prior to the Closing, and effective as of the Closing. Each Seller and the Sellers’ Representative hereby waive and release the Target Companies, the Purchaser and each of their respective Affiliates from any such right of contribution, indemnification or similar right from or against any Target Company with respect to any Claim against such Seller or the Sellers’ Representative (on behalf of all the Sellers).

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9.3	Exclusions - Limitations

9.3.1	Exclusions

(a)	The Indemnifying Sellers shall have no liability under this Section 9 in respect of any Loss which shall occur or be increased (but in this case only to the extent of such increase) as a result of:

(i)	any retrospective change in any applicable Law occurring on or after Closing;

(ii)	any change in valuation rules or accounting or Tax policies, practices and methods of any of the Target Companies compared to those used when preparing the Accounts occurring after Closing, except where such change is required to comply with applicable Laws;

(iii)	any voluntary act, negligence, omission or transaction carried out on or after Closing by or at the written request of or with the written consent of the Purchaser or any of its Affiliates or any of their successors in title or assignees;

(iv)

any action made by the Sellers or their Affiliates (including any of the Target Companies) pursuant to, or in accordance with this Agreement, it being specified that such exclusion shall not apply to any action made in the context of the preparation, audit and delivery of the Required Financials and of the implementation and completion of the IP Recovery or pursuant to Sections 5.1 to 5.5 of this Agreement;

(v)	any damages solely attributable to diminution of value or lost profits or opportunities.

(b)

The Indemnifying Sellers shall have no liability under this Section 9 in respect of any Loss incurred or suffered in connection with any breach or inaccuracy of, or omission in, a given representation and warranty in the event that such Loss occurs or is increased (but in this case only to the extent of such increase) as a result of any fact, event or circumstances which has been set forth in the Disclosure Schedules (i) expressly referring to such representation and warranty through a specific reference to the corresponding number of Subsection of Section 8 and letter of Paragraph of such Subsection and (ii) stating that it is an exception to such representation and warranty.

(c)	Notwithstanding the fact that a Loss may result from a breach or inaccuracy of more than one of the representations and warranties of the Sellers hereunder, the Indemnifying Sellers’ liability may only recover once in respect of such Loss (i.e., no double recovery).

9.3.2	Limitations

(a)	Thresholds

(i)

in respect of any single Claim other than Claims with respect to any Loss caused by, arising from or related to any breach or inaccuracy of, or omission in, any representation or warranty made under Section 8.2.17, an individual amount of fifty thousand Euros (€50,000), provided that such amount shall constitute a threshold (seuil de déclenchement) and not a deductible (franchise), the Indemnifying Sellers being liable for the total amount of such Loss and not only for the amount

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(ii)

in respect of any single Claim with respect to any Loss caused by, arising from or related to any breach or inaccuracy of, or omission in, any representation or warranty made under Section 8.2.17, an individual amount of ten thousand Euros (€10,000), provided that such amount shall constitute a threshold (seuil de déclenchement) and not a deductible (franchise), the Indemnifying Sellers being liable for the total amount of such Loss and not only for the amount of such Loss in excess of such threshold (it being agreed that a series of Losses arising from common origins shall be aggregated and treated as a single Loss); and

(iii)

in the aggregate, in respect of all Claims, a cumulative threshold of an amount of three hundred and fifty thousand Euros (€350,000), provided that such amount shall constitute a threshold (seuil de déclenchement) and not a deductible (franchise), the Indemnifying Sellers being liable under this Section 9 when such threshold is reached and then for the entire amount of the Losses and not only for the amount of the Losses which is in excess of such threshold;

(b)	Cap

(i)	the Final Price, as converted from US Dollars into Euros by using the Escrow Closing Average Exchange Rate, in respect of any breach of the representations or warranties made under Sections 8.1, 8.2.1, 8.2.10(t), 8.2.16(g) and 8.2.16(h); and

(ii)	US Dollars 13,500,000, as converted from US Dollars into Euros by using the Escrow Closing Average Exchange Rate, in respect of any breach of the representations or warranties made under Section 8.2 other than the representations or warranties made under Sections 8.2.1, 8.2.10(t), 8.2.16(g) and 8.2.16(h);

(i)	the overall amount of Refund for which the Indemnifying Sellers (collectively) may be liable under this Section 9 in respect of any breach of the representations or warranties made under Section 8 other than the representations or warranties made under Section 8.3 shall be limited to the Final Price, as converted from US Dollars into Euros by using the Escrow Closing Average Exchange Rate;

(ii)	the overall amount of Refund for which each Indemnifying Seller (other than FPCI Winch Capital 3) may be liable under this Section 9 in respect of any breach of the representations or

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(iii)

the overall amount of Refund for which FPCI Winch Capital 3 may be liable under this Section 9 in respect of any breach of the representations or warranties made under Section 8 other than the representations or warranties made under Section 8.3 shall be limited to the sum of (i) its Allocable Fraction of the Final Price and (ii) Montalivet Networks’ Allocable Fraction of the Final Price, as converted from US Dollars into Euros by using the Escrow Closing Average Exchange Rate;

(iv)

the overall amount of Refund for which each ManCo Shareholder may be liable under this Section 9 in respect of any breach of the representations or warranties made under Section 8.3 shall be limited to such ManCo Shareholder’s Allocable ManCo Fraction of the overall amount of Refund for which the ManCo Shareholders (collectively) may be liable under this Section 9 in respect of any breach of the representations or warranties made under Section 8.3.

(c)	Time Limitations

(i)	A Claim may give right to a Refund if notice of such Claim is made before the date which is eighteen (18) months after the Closing Date, except for Claims made pursuant to Sections 8.1, 8.2.1, 8.2.16, 8.2.17 and 8.3 which may be made until thirty (30) Business Days after the expiration of the applicable statute of limitations with respect thereto.

(ii)

The Indemnifying Sellers’ obligations under this Section 9 shall continue as to any matter as to which a Claim is submitted in writing to the Sellers’ Representative prior to the time limitations specified above and identified as a Claim (regardless of the fact that the amount of the potential Loss or Refund is not precisely known or determined at the time of the corresponding Claim Notice) until such time as such Claims and matters are resolved.

(d)	Fraud and Willful Misconduct

9.4	Claim Notices

(a)	In the event that the Purchaser considers in good faith that it has a claim to receive a Refund from the Indemnifying Sellers under this Section 9 (a “Claim”), then the Purchaser shall send to the Sellers’ Representative a written notice (a “Claim Notice”) which shall specify:

(i)	the grounds for such Claim (including whether or not the Claim is based on a Third Party Claim); and

(ii)	to the extent possible at the time of the Claim Notice, the amount or the estimated amount of the Loss giving rise to such Claim and of the Refund claimed in respect thereto;

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(b)	The Claim Notice shall be sent by the Purchaser to the Sellers’ Representative:

(i)

if the Claim arises in connection with any claims, verifications or judicial or administrative proceedings by any Third Party (a “Third Party Claim”); within twenty (20) Business Days after receipt by the relevant Target Company of actual notice of such Third Party Claim or, if required by the circumstances (e.g.; in the case of emergency proceedings or when a response to notification must be given within a time period in order to avoid a forfeiture of rights), within a shorter period, if practicable, to enable the Sellers’ Representative to exercise its rights hereunder to participate in the defense of the relevant Target Company’s interests; and

(ii)	for any other Claims, no later than thirty (30) Business Days after the Purchaser or the relevant Target Company first becomes aware of the facts upon which the Claim is based;

(c)

The Sellers’ Representative (on behalf of the relevant Indemnifying Seller or of all the Indemnifying Sellers or of all the ManCo Shareholders) may object in whole or in part to a Claim in a written statement (providing explanations with supporting evidence as may reasonably be required to assess the merits of such objection) (the “Response”) within thirty (30) days (or such shorter period of time to permit the Purchaser to take the necessary action as required by the circumstances or to meet procedural deadlines) after receipt of the corresponding Claim Notice, failing which it shall be irrevocably deemed to have agreed upon such Claim on behalf of the relevant Indemnifying Seller, of all the Indemnifying Sellers or of all the ManCo Shareholders, as the case may be. In case of objection notified by the Sellers’ Representative in accordance with the provisions of this Paragraph, the Sellers’ Representative and the Purchaser shall meet within thirty (30) days (or such shorter period of time to permit the Purchaser to take the necessary action as required by the circumstances or to meet procedural deadlines) following the receipt of the Response by the Purchaser in order to attempt in good faith to reach an agreement with respect to (i) the validity of the Claim and/or, (ii) if the corresponding Claim Notice included the Purchaser’s final determination of the amount of the Loss giving rise to such Claim and of the Refund claimed in respect thereto and in the event that such amounts are disputed, the amount of such Claim. If no such agreement can be reached after good faith negotiations within a period of thirty (30) days following the receipt by the Purchaser of the Response relating to the corresponding Claim Notice, the dispute may be settled in accordance with the provisions of Section 11.12.

9.5	Claims Involving Third Parties

(a)

In the event of a Third Party Claim, the procedure described in this Section 9.5 shall apply and the Purchaser shall (i) provide to the Sellers’ Representative any relevant documentation(s) sent by the Third Party in question giving notice of the Third Party Claim, (ii) keep the Sellers’ Representative informed of any development of the Third Party Claim, (iii) provide the Sellers’ Representative (at the Sellers’ expense) with copies of all relevant documents and such other information relating to the Third Party

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(b)

Whenever the Purchaser or a Target Company is entitled to recover any amounts which could be or has been the subject of a Claim hereunder, the Purchaser shall make its, and shall cause the relevant Target Company to make its reasonable efforts to avoid or mitigate any Loss, including prosecuting diligently and in good faith any claim that it or any of the Target Companies may have to receive indemnification or any other recovery (including insurance proceeds) from any Third Party.

(c)

The Sellers’ Representative (on behalf of the relevant Indemnifying Seller, of all the Indemnifying Sellers or of all the ManCo Shareholders) may participate, at the Sellers’ expense, in the defense of any Third Party Claim with counsel of its choice, who shall cooperate with the counsel of the Purchaser or the Target Company concerned. The Sellers’ Representative shall exercise its rights under this Section 9.5 reasonably, in good faith and taking into account the reasonable corporate and commercial interests of the Target Companies. The Purchaser shall provide and shall cause the Target Companies to provide the Sellers’ Representative with all information or documents in relation to the Third Party claim which the Sellers’ Representative may reasonably request. The Sellers’ Representative shall notify the Purchaser of its intent to participate to the defense of such Third Party Claim within twenty (20) Business Days from the date of receipt of the Claim Notice. Failing the receipt by the Purchaser of such notification within such period of time, the Sellers’ Representative shall be deemed having waived its rights to participate to the defense of the given Third Party Claim.

(d)	The Purchaser, acting reasonably and in good faith, may, and may cause the Target Companies to, make any admission of liability, agreement, settlement or compromise with any third Party in relation to any Third Party Claim after having informed and obtained the prior written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld.

(e)	The Purchaser shall ensure that the Sellers’ Representative and its advisors are given such information and documents relating to the Third Party Claim as the Sellers’ Representative and its advisors may reasonably require in connection therewith.

9.6	Duty to Mitigate

9.7	Disclosures

(a)

No Indemnifying Seller shall be released, in all or in part, from its obligations to pay a Refund to the Purchaser in connection with a Claim by invoking any lack of awareness of the facts in question. Notwithstanding the foregoing, the Indemnifying Sellers may invoke the lack of awareness of the facts giving rise to a Claim each time a representation or warranty granted under this Agreement starts with or includes the following expression: “to the Sellers’ Knowledge”.

(b)	Notwithstanding anything to the contrary in this Agreement, the Indemnifying Sellers shall not be released, in all or in part, from their obligation to indemnify the Purchaser in connection therewith by invoking

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(c)	The approval by the Purchaser, as shareholder of ManCo, of the Holding or otherwise, of the financial statements of any of the Target Companies related to any period ending on or after the Closing Date shall not constitute, where applicable, a waiver by the Purchaser of its right to indemnification under this Section 9.

9.8	Payment

(a)	Subject to the limitations set forth in Section 9.3 above, payments of Refunds shall be made in Euros as follows:

(i)	in connection with a Third Party Claim, within ten (10) Business Days following receipt by the Sellers’ Representative of a notice sent by the Purchaser evidencing that the amount of the Third Party Claim is being due and payable as a result of a final enforceable and non-appealable decision of the court or as a result of the execution of a settlement agreement; and

(ii)

in connection with any other Claim, within fifteen (15) Business Days following the date on which the Sellers’ Representative and the Purchaser are or are deemed to be in agreement on the validity and the amount of the Claim in accordance with Section 9.4 above, or in the event of a disagreement between the Sellers’ Representative and the Purchaser, following the date (i) of the final enforceable and non-appealable decision rendered in accordance with Section 9.4 and Section 11.12 in respect of such disagreement or (ii) of execution by the Sellers’ Representative and the Purchaser of any settlement agreement with respect to such disagreement.

(b)	The Purchaser or the Target Companies shall have the right, but not the obligation, to offset any amount due to it by the Indemnifying Sellers under this Section 9.8, as converted from Euros into US Dollars by using the Closing Average Exchange Rate, against any amount which may remain payable to the Sellers under this Agreement.

(c)	Any payment required to be made pursuant to this Section 9.8 which is not made before the expiry of a thirty-day (30) period from its due date, shall carry interest at the rate of ten (10) percent per annum (on the basis of a year of 365 days) from the due date for payment until (and including) the date of actual payment.

(d)	The rules of allocation of the Refund among the Indemnifying Sellers shall be determined in accordance with Sections 2.9, 9.1 and 9.3.2(b) above, it being expressly specified, for the avoidance of doubt, that:

•	Each Indemnifying Seller shall be fully liable for the payment of any Refund relating to a Loss incurred or suffered by the Purchaser or any of the Target Companies in connection with any breach or inaccuracy of, or omission in, the representations and warranties made by such Seller in Section 8.1;

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•	FPCI Winch Capital 3 shall be fully liable for the payment of any Refund relating to a Loss incurred or suffered by the Purchaser or any of the Target Companies in connection with any breach or inaccuracy of, or omission in, the representations and warranties made by Montalivet Networks in Section 8.1;

•

Without prejudice to the provisions of Section 11.10 below, which shall apply, for the payment of any Refund relating to a Loss incurred or suffered by the Purchaser or any of the Target Companies in connection with any breach or inaccuracy of, or omission in, the representations and warranties made by the Sellers individually but not jointly (conjointement mais non solidairement) in Section 8.2, (i) each Indemnifying Seller (other than FPCI Winch Capital 3) shall be liable for its Allocable Fraction of such Refund and (ii) FPCI Winch Capital 3 shall be liable for the sum of (x) its Allocable Fraction of such Refund and (y) Montalivet Networks’ Allocable Fraction of such Refund; and

•

Without prejudice to the provisions of Section 11.10 below, which shall apply, for the payment of any Refund relating to a Loss incurred or suffered by the Purchaser or any of the Target Companies in connection with any breach or inaccuracy of, or omission in, the representations and warranties made by the ManCo Shareholders individually but not jointly (conjointement mais non solidairement) in Section 8.3, each ManCo Shareholder shall be liable for its Allocable ManCo Fraction of such Refund.

9.9	Collateral

(a)

On the Closing Date and as guarantee of any Sellers’ payment obligations under Section 2.6, Section 3.3(d) and this Section 9, the Indemnifying Sellers and the Purchaser shall enter into the Escrow Agreement and the Purchaser shall transfer the Amount in Escrow to the Escrow Account in accordance with the provisions of Section 2.4, as security for the Downward Adjustment (if any), the Remaining Purchaser IP Recovery Cost and Expenses and the Claims made under this Section 9. All interests or revenue of any nature whatsoever deriving from the Amount in Escrow shall be allocated among the Purchaser and the Indemnifying Sellers pro rata the portion of the principal of the Amount in Escrow to be released to each of them pursuant to the Escrow Agreement, Sections 2.6 and 3.3(d) above and this Section 9.9.

(b)

The Amount in Escrow shall be kept and shall remain in the Escrow Account pursuant to the provisions of the Escrow Agreement. Such agreement shall provide that the Amount in Escrow be released in all or in part to the Purchaser in accordance with Sections 2.6 and 3.3(d) above and as soon as any payment is due by any Indemnifying Seller pursuant to Section 9.8, upon notification of the Sellers’ Representative and the Purchaser to such effect. It shall only be released to the Sellers upon joint notification of the Sellers’ Representative and the Purchaser in respect thereto.

(c)

To the extent that the amount remaining in the Escrow Account is insufficient to satisfy in full any amount due to the Purchaser pursuant to Section 9.8, the excess shall be paid within the timeframe provided for in Section 9.8(a) to the Purchaser by the relevant Indemnifying Sellers by wire transfer in immediately available Euro funds to the bank account(s) whose details shall be notified by the Purchaser to the Sellers’ Representative no later than five (5) Business Days in advance.

9.10	Exclusivity of Remedy

(a)	Save in the event of fraud, fraudulent misrepresentation (dol) or dishonesty of the Sellers, the indemnification provided for in this Section 9 shall be after the Closing Date the exclusive remedy of the

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(b)

Notwithstanding anything to the contrary in this Agreement, (i) all rights and/or remedies available under applicable Laws shall remain available to the Purchaser in case of breach by any Seller of any of its covenants, undertakings or obligations (other than the representations and warranties of the Sellers set forth in Section 8) under this Agreement (including as Sellers’ Representative), including the right to claim damages, and (ii) nothing herein shall prevent the Purchaser from seeking and obtaining injunction relief or specific performance (exécution forcée) in respect of any obligation under this Agreement and the other Transaction Documents, which the Sellers expressly acknowledge. In such respect, each Seller hereby waives irrevocably its rights under Article 1142 of the French Civil Code (Code civil).

10.	TERMINATION

10.1	Primary Causes

(a)	by mutual written consent of the Purchaser and the Sellers’ Representative (on behalf of all the Sellers);

(b)	by either the Purchaser or the Sellers’ Representative (on behalf of all the Sellers) upon written notice served to the non-terminating Party, if any permanent injunction or action by any Governmental Authority of competent jurisdiction prohibiting consummation of the transactions contemplated by this Agreement shall have been issued or taken and shall have become final and non-appealable;

(c)

by the Sellers’ Representative (on behalf of all the Sellers) (so long as none of the Sellers is at such time in breach of any of its material representations, warranties, covenants or agreements contained in this Agreement) upon written notice served to the Purchaser, if (i) the Purchaser shall fail to comply with its obligations set forth in Section 3 on a timely basis and/or with its obligations set forth in Section 4 before the end of the Closing Date, and (ii) such failure to comply has not been cured within five (5) Business Days after the notice by the Sellers’ Representative to the Purchaser of the said failure to comply, it being expressly agreed that such termination would be in addition to and without prejudice to all other rights and/or remedies available to the Sellers against the Purchaser including the right to claim damages;

(d)

by the Purchaser (so long as the Purchaser is not at such time in breach of any of its material representations, warranties, covenants or agreements contained in this Agreement) upon written notice served to the Sellers’ Representative, if (i) any of the Sellers shall fail to comply with its obligations set forth in Section 3 on a timely basis and/or with its obligations set forth in Section 4 before the end of the Closing Date, and (ii) such failure to comply has not been cured within five (5) Business Days after the notice by the Purchaser to the Sellers’ Representative of the said failure to comply, it being expressly agreed that such termination would be in addition to and without prejudice to all other rights and/or remedies available to the Purchaser against the Sellers including the right to claim damages;

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(e)	by the Purchaser upon written notice served to the Sellers’ Representative, in accordance with the provisions of Section 5.10(b).

10.2	Non-Occurrence of the Closing

(a)	This Agreement may be terminated by the Purchaser upon written notice served to Sellers’ Representative on the Business Day following the Long Stop Date, in the event that the Closing does not take place on or before the Long Stop Date, because the Conditions Precedent set forth in Sections 3.1(b) to 3.1(d) are not satisfied or validly waived; or

(b)

This Agreement may be terminated by either the Purchaser or the Sellers’ Representative (on behalf of all the Sellers) upon written notice served to the non-terminating Party on the Business Day following the Long Stop Date, in the event that the Closing does not take place on or before the Long Stop Date for any reason other than the non-satisfaction (and absence of waiver) of the Conditions Precedent set forth in Sections 3.1(b) to 3.1(d), unless such eventuality shall be due to the breach by the Party (or Parties) seeking to terminate this Agreement of any of the covenants, agreements or other undertakings set forth in this Agreement to be performed or observed by such Party (or Parties) prior thereto.

10.3	Effect of Termination

11.	GENERAL PROVISIONS

11.1	Cooperation

11.2	Confidentiality

11.2.1	Public Announcements

(a)

As from the date of this Agreement, neither any of the Sellers nor the Purchaser shall, and the Sellers and the Purchaser shall procure that none of their respective Affiliates, representatives or advisors shall, issue or cause the publication of any press release or other public announcement or disclosure with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the Purchaser (if the requesting Party is a Seller) or the Sellers’ Representative (if the requesting Party is the Purchaser), which consent shall not be unreasonably withheld, except that each Party (or any of its Affiliates) shall be permitted to make such public announcements as may be required by applicable Law.

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(b)

In the event any such press release, public announcement or other disclosure is required by applicable Law to be made by any Party (or any Affiliate of any Party), the relevant Party shall notify the Purchaser (if the requesting Party is a Seller) or the Sellers’ Representative (if the requesting Party is the Purchaser) prior to the issuance or making of any such press release, public announcement or other disclosure and shall use its commercially reasonable endeavors to consult in good faith with the Purchaser or the Sellers’ Representative (as the case may be) and to take into account the reasonable requirements of the Purchaser or the Sellers’ Representative (as the case may be) as to the timing, contents and manner of making any such press release, public announcement or other disclosure.

(c)	Except to the extent that the Sellers or any Target Company is required by applicable Law to make any such communication, the Sellers’ Representative and the Purchaser shall consult with each other concerning the means by which the Target Companies’ customers and suppliers and others having dealings with the Target Companies will be informed of the transactions contemplated by this Agreement.

11.2.2	Non-Disclosure

(a)

Each Party shall, and shall procure that its Affiliates, keep confidential all information provided to them by or on behalf of the other Parties (or their Affiliates) or otherwise obtained by them in connection with this Agreement which relates to such other Parties (or their Affiliates), except: (i) as may be required by applicable Laws or any Governmental Authority; and (ii) regarding any information which may be or become known to the public other than because of a breach of the non-disclosure obligation thereon.

(b)

Each of the Sellers undertakes, on its behalf and on behalf of its Affiliates, for a period from the Closing Date until the third anniversary of the Closing Date, not to disclose to any Person any confidential information relating to any Target Companies or their business, in particular in respect of business strategy, customers and suppliers, except as may be required by applicable Laws or any Governmental Authority.

11.3	Absence of Third-Party Rights - Assignment

11.4	Guarantee of the Purchaser’s payment obligations

(a)	The Mother Company hereby unconditionally guarantees to the Sellers (as a “caution solidaire”) (the “Mother Company Guarantee”) the performance of the Purchaser’s payment obligations under the terms of this Agreement (the “Guaranteed Obligations”).

(b)	The Mother Company undertakes with the Sellers that, if and whenever the Purchaser does not pay any amount when due under this Agreement, it shall pay such amount within five (5) Business Days following receipt of a written notification sent by the Sellers’ Representative specifying that the Purchaser did not perform any Guaranteed Obligation when due under this Agreement.

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(c)	The Mother Company hereby irrevocably and expressly undertakes not to exercise, and waives to the fullest extent lawful:

(i)	Any right that it may have under Articles 2298 (bénéfice de discussion) and 2303 (bénéfice de division) of the French Civil Code;

(ii)	Any rights that it may have under Article 2316 of the French Civil Code to take any action against the Purchaser in the event of any extension of any date for payment of any amount due, owing or payable to the Sellers under this Agreement or any other time indulgence granted by the Sellers to the Purchaser, which is made without the consent of the Mother Company; and

(iii)	Any rights that it may have at any time with respect to any indulgence, release of payment, whether in whole or in part, or any other measures imposed on any of the creditors generally of the Purchaser in a bankruptcy, insolvency, liquidation or similar or analogous proceeding.

(d)

The Mother Company shall not be entitled to transfer or assign its rights and obligations under this Mother Company Guarantee without the prior consent of the Sellers’ Representative. Notwithstanding the foregoing, this Mother Company Guarantee shall remain in full force and effect in case of merger, spin-off or any other operation which entails universal transfer of asset (transmission universelle du patrimoine) and which is affecting the Purchaser.

(e)	This Mother Company Guarantee shall remain in full force and effect as long as any Guaranteed Obligation has not been irrevocably and indefeasibly paid in full.

11.5	Entire Agreement

11.6	Waivers and Amendments

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11.7	Severability

11.8	Notices and Communications

(a)

Except as otherwise specifically provided for hereunder, 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: (x) delivered by hand against an acknowledgement of delivery dated and signed by the recipient; (y) sent by an overnight courier service of recognized international standing (all charges paid); or (z) sent by E-mail or facsimile transmission and confirmed by registered mail (postage prepaid, return receipt requested) (lettre recommandée avec demande d’avis de réception) posted no later than the following Business Day, to the relevant Party at its address, E-mail address and/or fax number set forth below:

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(b)	A notice or a communication shall be deemed to have been received:

(i)	at the time of delivery if delivered personally;

(ii)	at the time of delivery or transmission (if such delivery or transmission is confirmed) if sent by E-mail or by fax;

(iii)	two (2) Business Days after the time and date of mailing if sent by pre-paid inland registered mail; or

(iv)	five (5) Business Days after the time and date of mailing if sent by pre-paid registered airmail;

11.9	Sellers’ Representative

(a)

Mr. Delahousse is hereby unconditionally, irrevocably and exclusively appointed as the representative of the Sellers for the purposes of any consent, notice, action or step to be given, conducted or taken hereunder for which this Agreement expressly provides that such consent, notice, action or step is to be given, conducted or taken by the Sellers’ Representative. In all cases where the Agreement so refers to a consent, notice, action or step to be given, conducted or taken by the Sellers’ Representative, Mr. Delahousse shall be the sole Person entitled to act in the name and for the account (“au nom et pour le compte”) of all Sellers, in the capacity of the Sellers’ joint representative (“mandataire commun”) in accordance with article 1984 et seq. of the French Civil Code. The Sellers shall be bound by any decision and act of the Sellers’ Representative made in accordance with this Agreement. The Sellers’ Representative shall be appointed for the term of this Agreement and shall not be revoked by the Sellers during such term. Mr. Delahousse hereby accepts and undertakes to act as Sellers’ Representative for the term of this Agreement. The Purchaser shall not be bound or deemed to be bound by any separate agreement or arrangement between the Sellers to which the Purchaser is not a party.

(b)	Notwithstanding anything to the contrary in this Agreement, should Mr. Delahousse, hereby appointed, be unable to perform his duties in acting as the Sellers’ Representative, for any reason whatsoever,

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11.10	Parties acting Severally and Jointly (conjointement et solidairement)

(a)	Notwithstanding anything to the contrary in this Agreement, Mr. Delahousse is acting severally and jointly (conjointement et solidairement) with Mrs. Laure Delahousse, Mrs. Camille Delahousse, Mr. Edouard Delahousse and Mrs. Constance Delahousse for purposes of this Agreement.

(b)	Notwithstanding anything to the contrary in this Agreement, Mr. Congard is acting severally and jointly (conjointement et solidairement) with Mr. Louis Congard and Mrs. Anne Congard for purposes of this Agreement.

(c)	Notwithstanding anything to the contrary in this Agreement, FPCI Winch Capital 3 is acting severally and jointly (conjointement et solidairement) with Montalivet Networks for purposes of this Agreement.

11.11	Costs and Expenses

(a)	The Purchaser and the Sellers shall each be responsible for payment of all fees and costs respectively incurred in connection with the negotiation, preparation and signing of this Agreement and the consummation of the transactions contemplated hereby, including the fees and disbursements of their respective financial advisors, accountants and attorneys.

(b)

Any transfer or stamp taxes (including any droits d’enregistrement) or similar levies that may become payable as a result of the signing of this Agreement or the transfer of the Shares 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’ Representative with evidence of the payment of any such taxes or levies promptly upon the written request of the Sellers’ Representative.

11.13	Language

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11.14	Volume II

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1.	I have reviewed this Annual Report on Form 10-K of Harmonic Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	I have reviewed this Annual Report on Form 10-K of Harmonic Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.