(b) Holder hereby irrevocably agrees that the exercise price for the In-the-Money Vested Company Warrants and applicable tax withholdings shall be paid, directly by Purchaser, on Holders behalf, on the Companys account, by way of a
delegation of payment (délégation de paiement) in accordance with provisions of Article 1336 et seq. of the French Civil Code.
(c) Holder hereby confirms Holders firm and irrevocable commitment to transfer to Purchaser, as the case may be, at the Offer Acceptance
Time or during any subsequent offering period of the Offer as defined under applicable laws and regulations (as such periods may be extended in accordance with applicable laws and regulations), all of the Warrant Shares acquired upon exercise of the
In-the-Money Vested Company Warrants.
(d) Holder
acknowledges that as a consequence, Holder will receive, for each Warrant Share resulting from the exercise of the In-the-Money Vested Company Warrants, an amount in
cash equal to the excess, if any, of the Offer Price over the applicable per share exercise price for such In-the-Money Vested Company Warrant, less any applicable tax
withholding amount, on the bank account which details have previously been provided to the Company, except otherwise instructed.
(e)
Consequently, and in accordance with Articles 1984 et seq. of the French Civil Code and Delaware law, Holder hereby grants full powers to:
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Georges Karam, President and Chief Executive Officer of the Company; and |
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Deborah Choate, Chief Financial Officer of the Company; |
each acting separately with full power of sub-delegation to be true and lawful attorneys-in-fact (each, an Attorney), to, in Holders name and on Holders behalf:
(i) negotiate, modify, finalize, initial, sign and/or certify as true: (A) any exercise form (bulletin dexercice) relating
to the exercise of the In-the-Money Vested Company Warrants and the subscription of the Warrant Shares; (B) any documentation relating to the sale and tendering of
all the Warrant Shares resulting from the exercise of the In-the-Money Vested Company Warrants to Purchaser, in particular, any transfer form (ordre de
mouvement), transfer contract, ordinary share acceptance form, any cerfa form or any other deed, agreement, appendix or form that would be required for the completion of any such sale; and (C) any individual undertaking relating to
any confidentiality and/or non-disclosure obligation;
(ii) represent Holder at any meeting of
any corporate body of the Company (a Meeting) which will be necessary for the completion of the transactions contemplated under the MoU (the Transactions) and consequently attend any Meeting, sign attendance
notes and any other documents, take part in all discussions, cast all votes which Holder is entitled to cast and generally carry out the necessary procedures in relation to the completion of the Transactions; and
(iii) more generally, in the context of the Transactions or in order to successfully complete the aforementioned actions and facilitate the
completion of the Transactions, execute and sign any contract, deed, amendment, exhibit or document (including any letter, any share transfer certificate, any cerfa form, any deed of adherence, all powers to carry out, any report, minutes or
written shareholders decision), carry out any formality, enter into any commitments, make all declarations, pay any sum and receive receipt in connection thereof, receive all sums and give receipt in connection thereof, give all instructions,
certify true any documents and exhibits, elect domicile, and generally do all that is required by circumstances and do all that the Attorney will see fit to do in the context of the Transactions or in order to successfully complete the
aforementioned actions.