AMENDED AND RESTATED FRAMEWORK PURCHASE AGREEMENT Among IPONWEB Holding Limited, and Exezars Limited (as Sellers); Mr. Ljubisa Bogunovic in his capacity as trustee of the “IW General Management Trust” (as Trustee); Mr. Boris Mouzykantskii (as Founder); and CRITEO SA (as Purchaser) Dated as of August 1, 2022

2 TABLE OF CONTENTS Page SECTION I. SALE AND PURCHASE .............................................................................................. 6 1. Sale and purchase of the Shares and the Transferred Assets ..................................... 6 2. Purchase Price for the Shares and the Transferred Assets ......................................... 6 3. Payments ...................................................................................................................... 9 4. Escrow Accounts ......................................................................................................... 14 5. Conditions Precedent .................................................................................................. 18 6. Pre-Closing Covenants ............................................................................................... 20 7. Closing ........................................................................................................................ 27 SECTION II. REPRESENTATIONS AND WARRANTIES .............................................................. 30 8. Representations and Warranties of the Purchaser ..................................................... 30 9. Representations and Warranties of the Founder and the Trustee ............................. 32 10. Representations and Warranties of the Sellers .......................................................... 33 11. Securities Laws Matters .............................................................................................. 51 12. Disclosure Schedule ................................................................................................... 53 SECTION III. INDEMNIFICATION .................................................................................................... 53 13. Indemnification by the Sellers ..................................................................................... 53 14. Conduct of Claims ....................................................................................................... 55 15. Payments .................................................................................................................... 55 16. Limitations of Sellers’ Liability ..................................................................................... 57 17. Indemnification by the Founder and the Trustee ........................................................ 59 SECTION IV. TAX MATTERS ........................................................................................................... 61 18. Tax Returns and Liability for Taxes ............................................................................ 61 19. Tax Audits ................................................................................................................... 65 20. Tax Cooperation; Amendments to Tax Returns ......................................................... 66 21. VAT ............................................................................................................................. 67 22. Withholdings, Deductions and Taxes on Receipts ..................................................... 67 23. Survival; Conflicts ........................................................................................................ 68 SECTION V. POST-CLOSING COVENANTS ................................................................................. 68 24. Wrong-Pocket ............................................................................................................. 68 25. Transfer of the Consideration Stock to the Founder ................................................... 69 26. Management Incentives .............................................................................................. 69 27. Founder’s Non-Compete and Non-Solicitation ........................................................... 69 28. Substance of the Sellers’ Group ................................................................................. 70 29. Protection of Contingent Consideration and other matters ......................................... 72 SECTION VI. TERMINATION ........................................................................................................... 73 30. Termination ................................................................................................................. 73 SECTION VII. MISCELLANEOUS PROVISIONS ............................................................................. 74 31. Sellers' Representative ............................................................................................... 74 32. Confidentiality – Announcements ............................................................................... 75 33. Successors and Assigns ............................................................................................. 76 34. Variations – Waivers ................................................................................................... 76 35. Specific Performance .................................................................................................. 77 36. Payments .................................................................................................................... 77 37. Costs ........................................................................................................................... 77 38. Cooperation ................................................................................................................. 77 39. Notices ........................................................................................................................ 77 40. Conflicts with Other Agreements ................................................................................ 79 41. Entire Agreement ........................................................................................................ 80 42. Invalidity ...................................................................................................................... 80 43. Governing Law – Dispute ............................................................................................ 80 LIST OF SCHEDULES ......................................................................................................................... 83 SCHEDULE A – DEFINITIONS AND INTERPRETATION .................................................................. 84 1. Definitions ................................................................................................................... 84

3 2. Principles of Construction ......................................................................................... 107 SCHEDULE B – SHAREHOLDERS AGREEMENT .......................................................................... 109 SCHEDULE C – LOCAL AGREEMENTS .......................................................................................... 110 SCHEDULE D – ACCOUNTING PRINCIPLES AND FINANCIAL DEFINITIONS ............................ 111 SCHEDULE E – SPECIFIC REORGANIZATION .............................................................................. 119 SCHEDULE F – LEPP OBLIGATIONS .............................................................................................. 125 SCHEDULE 2.1.2 – ALLOCATION OF THE BASE PURCHASE PRICE ......................................... 126 SCHEDULE 2.1.3 – ALLOCATION OF THE CONTINGENT CONSIDERATION ............................. 127 SCHEDULE 2.2.1 – PRE-CLOSING NOTICE .................................................................................... 128 Annex C – Details of the Bank Accounts ............................................................................... 129 SCHEDULE 3.1.1(II) – GENERAL ESCROW AMOUNT ................................................................... 130 SCHEDULE 3.2.2 – FORM OF POST-CLOSING STATEMENT ....................................................... 131 Annex A – Calculation of the Purchase Price, the Cash Consideration and the Purchase Price Adjustment Amount ......................................................................... 133 Annex B – Indicative allocation of the Closing Purchase Price to the Target Companies and the Transferred Assets ................................................................... 134 SCHEDULE 3.4 – CONTINGENT CONSIDERATION ....................................................................... 136 SCHEDULE 5.1.7 – KEY CONTRACTORS ....................................................................................... 138 SCHEDULE 6.2.1 – ANCILLARY TAX AGREEMENT ...................................................................... 139 SCHEDULE 6.2.2 – TRANSITIONAL SERVICES AGREEMENT ..................................................... 140 SCHEDULE 6.2.3 – GENERAL ESCROW AGREEMENT ................................................................ 141 SCHEDULE 6.3 – PRE-CLOSING REORGANIZATIONS ................................................................. 143 SCHEDULE 7.1.1 – SATISFACTION OF CONDITIONS PRECEDENT ........................................... 144 SCHEDULE 7.2.1(V) – DIRECTORS TO RESIGN FROM THE TARGET COMPANIES AT CLOSING ............................................................................................................................... 145 SCHEDULE 7.2.1(XIV) – EMPLOYMENT CONTRACTS .................................................................. 146 SCHEDULE 12.1 – DISCLOSURE SCHEDULE ................................................................................ 147 SCHEDULE 13.2 – SPECIFIC INDEMNITIES ................................................................................... 148 SCHEDULE 17.2 – FOUNDER’S GUARANTEE ............................................................................... 149 SCHEDULE 33.3 – ACT OF ADHERENCE ....................................................................................... 150

4 AMENDED AND RESTATED FRAMEWORK PURCHASE AGREEMENT This amended and restated framework purchase agreement (the “Agreement”) is made by and among: (1) IPONWEB Holding Limited, a company registered under the laws of the Republic of Cyprus, whose registered office is at 17 Ifigeneias, 2007 Strovolos, Nicosia, Cyprus, whose identification number is 275383, duly represented for the purposes hereof (hereafter referred to as “Iponweb Holding” or, the “Shares Seller”), (2) Exezars Limited, a company registered under the laws of the Republic of Cyprus, whose registered office is at 17 Ifigeneias, 2007 Strovolos, Nicosia, Cyprus, whose identification number is 215346, duly represented for the purposes hereof (hereafter referred to as “Exezars” or the “Assets Seller”), (the Shares Seller and the Assets Seller are hereafter collectively referred to as the “Sellers”), (3) Mr. Ljubisa Bogunovic in his capacity as trustee of the “IW General Management Trust”, a trust established under the laws of Cyprus, pursuant to a declaration of trust in the form of a deed, dated November 1, 2014, signed by Mr. Ljubisa Bogunovic as trustee and the Founder as settlor (hereafter referred to as the “Trust”), (4) Mr. Boris Mouzykantskii, founder and Chief Executive Officer of Iponweb Holding (hereafter referred to as the “Founder”), and (5) Criteo, a société anonyme incorporated under the laws of France, whose registered office is at 32, rue Blanche, 75009 Paris and whose registration number is 484 786 249 RCS Paris, whose ADSs are listed on the Nasdaq under the symbol “CRTO”, duly represented for the purposes hereof (hereafter referred to as the “Purchaser”), (the Sellers, the Trustee, the Founder and the Purchaser being hereinafter collectively referred to as the “Parties” and individually as a “Party”). The Sellers, the Trustee and the Founder acknowledge and agree that they are acting jointly and severally (conjointement et solidairement) under this Agreement. Certain capitalized terms used in this Agreement, except as otherwise expressly indicated, are defined in paragraph 1 of Schedule A and this Agreement shall be interpreted in accordance with paragraph 2 of Schedule A. WHEREAS: (A) Iponweb Holding is the parent company of a group providing programmatic advertising and media trading services through subsidiaries operating in eight jurisdictions (Cyprus, the United States, the United Kingdom, Russia, Armenia, Switzerland, Germany and Japan). (B) The Trust holds 93.8% of the share capital and voting rights of Iponweb Holding. (C) Iponweb Holding owns as of the date of this Agreement and will own at Closing 100% of the share capital and voting rights of the following entities (such entities the “Target Companies” and individually a “Target Company”): (i) Iponweb Ltd, a limited liability company incorporated under the laws of England and Wales, whose registered office is at 16 Garrick Street Covent Garden, London, WC2E, 9BA, whose company number is 04120508 (“Iponweb UK”), (ii) IPONWEB GmbH, a limited liability company incorporated under German law (Gesellschaft mit beschränkter Haftung – GmbH), whose registered office is at 10178 Berlin, Münzstrasse 19, whose identification number is HRB 9768 (“Iponweb Germany”),

5 (iii) The MediaGrid Inc., a corporation organized under the laws of the state of Delaware, whose registered office is at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, whose identification number is 6326214 (“The MediaGrid US”), (iv) IPONWEB, Inc., a corporation organized under the laws of the state of Delaware, whose registered office is at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, whose identification number is 5263757 (“Iponweb US”), (v) IPONWEB Labs Limited, a limited liability company registered in Cyprus, whose registered office is at Ifigenias 17, Strovolos, 2007, Nicosia Cyprus, whose identification number is HE 431062 (“Iponweb Labs Cyprus”), (vi) IPONWEB Labs, a limited liability company registered in Armenia, whose registered office is at 0010, Yerevan, Suite 5, 22, Hanrapetutyan street, Republic of Armenia, whose identification number is 286.110.1237331 (“Iponweb Labs Armenia”), (vii) BidSwitch GmbH, a limited liability company incorporated under the laws of Switzerland, whose registered office is at Bahnhofstrasse 28, 6304 Zug, Switzerland, whose identification number is CHE-207.878.967 (“BidSwitch Switzerland”), (viii) Iponweb GmbH, a limited liability company incorporated under the laws of Switzerland, whose registered office is at Bahnhofstrasse 28, 6304 Zug, Switzerland, whose identification number is CHE-362.905.963 (“Iponweb Switzerland”); and (ix) BidSwitch Inc., a corporation organized under the laws of the state Delaware, whose registered office is at Corporation Trust Center, 1209 Orange Sheet, Wilmington, Delaware, 19801, whose identification number is 5903560 (“BidSwitch US”). (D) The Assets Seller owns and will own at Closing the Transferred Assets. (E) The Purchaser and its relevant Affiliates wish to purchase under specific agreements to be entered separately by the latter with each of the Shares Seller and Assets Seller: (i) from the Shares Seller (and the Shares Seller wishes to sell), under the terms and subject to the conditions of this Agreement, 100% of the Shares, on a fully diluted basis, of the Target Companies; and (ii) from the Assets Seller (and the Assets Seller wishes to sell), under the terms and subject to the conditions of this Agreement, the Transferred Assets. (F) The consideration for the purchase of the Shares and the Transferred Assets will consist of a mix of cash paid by the Purchaser and Treasury Shares to be transferred (attribuées en paiement) to Exezars or Iponweb Holding, which Treasury Shares shall be transferred no later than three (3) Business Days after the Closing Date, as the case may be, (i) first to Iponweb Holding and then subsequently to the Founder or (ii) to the Founder. Consequently, the Purchaser, Iponweb Holding, Exezars, the Trustee and the Founder shall enter on the Closing Date into the shareholders agreement attached as Schedule B (the “Shareholders Agreement”). (G) On December 22, 2021 (the “Initial Signing Date”), the Parties entered into a framework purchase agreement regarding the purchase by the Purchaser and its relevant Affiliates of the Shares and the Transferred Assets from the Shares Seller and Assets Seller, respectively (the “Initial Framework Purchase Agreement”). The Parties now wish to amend certain terms and conditions of the Initial Framework Agreement by entering into this amended and restated framework purchase agreement (the “Amended and Restated Framework Purchase Agreement” or the “Agreement”), which amends and replaces in its entirety the Initial Framework Purchase Agreement as of the date hereof.

6 NOW, THEREFORE, IT IS AGREED AS FOLLOWS: SECTION I. SALE AND PURCHASE 1. Sale and purchase of the Shares and the Transferred Assets 1.1 Subject to the satisfaction or waiver of the Conditions Precedent in accordance with Article 5, and further subject to entry into the Local Agreements under Articles 1.3 and 1.4 below, Iponweb Holding shall sell, and the Purchaser (directly or through one or several of its Affiliates) shall purchase, all the shares of Iponweb UK, Iponweb Germany, The MediaGrid US, Iponweb US, Iponweb Labs Cyprus, Iponweb Labs Armenia, BidSwitch Switzerland, Iponweb Switzerland and BidSwitch US, as indicated in column C of Schedule 2.1.2, representing 100% of the share capital and voting rights, on a fully diluted basis, of such Target Companies (respectively, the “Iponweb UK Shares”, the “Iponweb Germany Shares”, the “The MediaGrid US Shares”, the “Iponweb US Shares”, the “Iponweb Labs Cyprus Shares”, the “Iponweb Labs Armenia Shares”, the “BidSwitch Switzerland Shares”, the “Iponweb Switzerland Shares” and the “BidSwitch US Shares”, and collectively referred to as the “Shares”) free from all Encumbrances, with all rights attached or accruing to them on Closing including the right to all dividends approved or paid on or after Closing, in each case with effect from the Closing Date and on the terms set out in this Agreement. 1.2 Subject to the satisfaction or waiver of the Conditions Precedent in accordance with Article 5, Exezars shall sell, convey, assign, and transfer and the Purchaser (directly or through one or several of its Affiliates) shall purchase, acquire and accept all of Exezars’ right, title and interest in, under and to the assets transferred pursuant to the Asset Purchase Agreement (the “Transferred Assets”), free and clear of all Encumbrances, with effect from the Closing Date and on the terms set out in this Agreement. 1.3 Accordingly, each Seller undertakes to execute and deliver at the Closing the Local Agreements and more generally any instruments of conveyance, assignment and transfer as the Purchaser reasonably requests (the form and substance of which shall be mutually agreed among the parties), in each case to convey to the Purchaser (directly or through one or several of its Affiliates) all of the Sellers’ right, title and interest in, under and to the applicable Shares and Transferred Assets. 1.4 For the avoidance of doubt, this Agreement sets forth the terms and conditions of the transfer of the ownership of the Shares and the Transferred Assets from the Sellers to the Purchaser which will result from the performance of the Local Agreements (or any other agreement or instrument referred to in Article 1.3 above) in accordance with their terms, and no provision of this Agreement shall operate or be deemed to operate any such transfer of ownership. 1.5 The Purchaser (directly or through one or several of its Affiliates) shall not be obliged to complete the acquisition of the Shares and the Transferred Assets unless the purchase of all of the Shares and all of the Transferred Assets is completed simultaneously. 1.6 Unless otherwise expressly provided for in this Agreement, the Purchaser is not purchasing, pursuant to this Agreement or any Local Agreement, any Sellers’ right, title or interest in any asset other than the Shares or any of the Transferred Assets. 2. Purchase Price for the Shares and the Transferred Assets 2.1 Purchase Price 2.1.1 The aggregate purchase price to be paid by the Purchaser to the Sellers for all the Shares and the Transferred Assets, including any payments required to be made under the Local Agreements, without duplication (the “Purchase Price”), shall be equal to the Closing Purchase Price plus, subject to Article 3.4, the Contingent Consideration: (i) the “Closing Purchase Price” shall be equal to:

7 (a) two hundred fifty million US dollars ($250,000,000) (the “Base Purchase Price”), (b) plus the Closing Cash, (c) minus the Closing Indebtedness, (d) plus the Closing Net Working Capital Excess or minus the Closing Net Working Capital Shortfall, and (e) minus the Transaction Costs; and (ii) the Closing Purchase Price shall be paid in the following manner: (a) one hundred and seventy five million US dollars ($175,000,000) in cash from immediately available funds (as increased pursuant to the Consideration Stock Adjustment, as the case may be, the “Base Cash Consideration”), as adjusted in accordance with Article 3.2 below (the “Cash Consideration”); and (b) a number of Treasury Shares corresponding to a total value of seventy-five million US dollars ($75,000,000) (the “Consideration Stock”), which shall not be subject to any variation or adjustment, calculated by dividing seventy-five million US dollars ($75,000,000) by the VWAP, provided that: (A) in no event the number of Treasury Shares forming the Consideration Stock shall represent more than four point nine percent (4.90%) of the Purchaser’s share capital and voting rights (the corresponding number of Treasury Shares being referred to as the “Consideration Stock Cap”); (B) if the number of Treasury Shares corresponding to a total value of seventy-five million US dollars ($75,000,000) determined in accordance with this Article 2.1.1(ii)(b) would exceed the Consideration Stock Cap, (x) the number of Treasury Shares forming the Consideration Stock would be equal to the Consideration Stock Cap and (y) the Base Cash Consideration would be increased by an amount equal to the difference between seventy-five million US dollars ($75,000,000) and an amount equal to the Consideration Stock Cap multiplied by the VWAP; (C) if the Purchaser notifies to the Sellers’ Representative no later than five (5) Business Days prior to Closing that it estimates in good faith that it will not be in a position to hold at Closing a sufficient number of Treasury Shares to deliver a number of its Treasury Shares corresponding to a total value of seventy- five million US dollars ($75,000,000) or, as applicable, the Consideration Stock Cap (the “Consideration Stock Notice”), (x) the Consideration Stock will be equal to the number of Treasury Shares that the Purchaser will be able to deliver at Closing as mentioned in the Consideration Stock Notice and (y) the Base Cash Consideration would be increased by an amount equal to the difference between seventy-five million US dollars ($75,000,000) and an amount equal to the Consideration Stock mentioned in the Consideration Stock Notice multiplied by the VWAP; provided that, no later than two (2) Business Day prior to Closing, the Purchaser shall notify to the Sellers’ Representative the final calculation of the Consideration Stock, calculated in accordance with this Article 2.1.1(ii)(b)(C);

8 (D) the Consideration Stock shall be subject to dealing restrictions set forth in the Shareholders Agreement and any other restrictions provided for under applicable Laws; and (E) if the number of Treasury Shares is not a whole number, it shall be rounded down to the nearest whole number. 2.1.2 The Base Purchase Price shall be allocated among the Sellers as set out in Schedule 2.1.2. 2.1.3 The Contingent Consideration, subject to the conditions set forth in Article 3.4, shall be apportioned among the Shares and the Transferred Assets and shall be allocated among the Sellers as set out in Schedule 2.1.3. 2.1.4 The Consideration Stock Adjustment shall be allocated between the Shares Seller and the Assets Seller in the same proportions as the allocation of the Consideration Stock. 2.2 Pre-Closing Notice 2.2.1 The Sellers’ Representative, acting reasonably and in good faith, has delivered to the Purchaser the written statement attached as Schedule 2.2.1 (the “Pre-Closing Notice”), setting out in particular (with estimated balance sheets of the Business and Iponweb Holding as at the Closing Date and all supporting details as to the calculation of each component thereof): (i) the amounts, as estimated in good faith as at the Closing Date, of: (a) the Provisional Cash, (b) the Provisional Indebtedness, (c) the Provisional Net Working Capital, (d) the Provisional Net Working Capital Excess or the Provisional Net Working Capital Shortfall, and (e) the Provisional Transaction Costs, (ii) the amount equal to the Base Purchase Price (i) plus the Provisional Cash, (ii) minus the Provisional Indebtedness, (iii) plus the Provisional Net Working Capital Excess or minus the Provisional Net Working Capital Shortfall and (iv) minus the Provisional Transaction Costs (the “Provisional Purchase Price”); (iii) the amount equal to the Base Cash Consideration plus the Provisional Purchase Price Excess or minus the Provisional Purchase Price Shortfall (the “Provisional Cash Consideration”); (iv) the allocation of the amounts mentioned in paragraphs (a), (b), (d) and (i)(e) of paragraph (i) and paragraphs (ii) and (iii) above to each Target Company and, as relevant, the Transferred Assets sold by the Assets Seller and, as the case may be, acquired by each of the Purchaser and its Affiliates, provided that the Provisional Net Working Capital Excess or the Provisional Net Working Capital Shortfall, as relevant, shall be allocated between the Target Companies by applying the percentages set forth in column F of Schedule 2.1.2; (v) the Payment Account Details of the Sellers' Representative; and (vi) the Payment Account Details of the Sellers ATA Manager and the calculation of the sum to be paid to them on Closing pursuant to Article 3.1.1(iv).

9 2.2.2 All the items contained in the Pre-Closing Notice have been determined in accordance with the definitions set forth in this Agreement, if applicable, Section 1060 of the IRC and the Treasury Regulations promulgated thereunder, the Financial Definitions and the Accounting Principles as set out in Schedule D. 2.2.3 At the request of the Purchaser, the Sellers have, and have caused the Target Companies and their respective auditors and Representatives to (i) discuss and answer any Purchaser questions with respect to the determination of the amounts set forth in the Pre-Closing Notice and (ii) provide such reasonable access to their personnel, records and calculations to the Purchaser and its advisors for such purpose. The Sellers' Representative has revised the Pre-Closing Notice to reflect any reasonable comments of the Purchaser (such revised version, if any, to be considered the Pre-Closing Notice for purposes of this Agreement). 3. Payments 3.1 Closing Payments 3.1.1 At Closing, (i) the Purchaser shall pay for itself in respect of the Shares and/or the Transferred Assets that it shall purchase directly, and (ii) each Affiliate shall pay for itself or, at the Purchaser’s sole discretion, the Purchaser shall pay on behalf of one or more such Affiliates, in respect of the Shares and/or the Transferred Assets that such Affiliate(s) shall purchase directly: (i) to the Sellers' Representative, who shall receive it on behalf of the Sellers, an amount in US dollars equal to the Provisional Cash Consideration minus the Escrow Amount and the ATA Amount, by wire transfer, free of any bank or other charges, to the Sellers' Representative’s Payment Account Details specified in the Pre-Closing Notice, which shall be credited with value date on the Closing Date; (ii) to the Escrow Agent, eighty seven million five hundred thousand US dollars (US$ 87,500,000) (the “General Escrow Amount”) by wire transfer, free of any bank or other charges, which shall be credited with value date on the Closing Date to the escrow account referred to in Article 4.1.1 (the “General Escrow Account”) pursuant to the escrow agreement attached as Schedule 6.2.3 to be entered into at, or prior to and contingent upon, Closing among the Purchaser, the Founder, the Sellers and the Escrow Agent (the “General Escrow Agreement”), as further detailed in Schedule 3.1.1(ii); (iii) to the Escrow Agent, one hundred million US dollars (US$ 100,000,000) (the “Contingent Consideration Escrow Amount”) by wire transfer, free of any bank or other charges, which shall be credited with value date on the Closing Date to the escrow account referred to in Article 4.1.1 (the “Contingent Consideration Escrow Account”) pursuant to the escrow agreement attached as Schedule 6.2.4 to be entered into at, or prior to and contingent upon, Closing among the Purchaser, the Founder, the Sellers and the Escrow Agent (the “Contingent Consideration Escrow Agreement”); and (iv) to the Sellers ATA Manager, an amount equal to three million US dollars ($3,000,000) of the Provisional Cash Consideration (less any amounts paid to the Sellers ATA Manager by the Sellers prior to Closing in connection with the ATA) (the “ATA Amount”), by wire transfer, free of any bank or other chargers, to the Sellers ATA Manager’s Account, which shall be credited with value date on the Closing Date. 3.1.2 At Closing, the Purchaser shall transfer (attribuer en paiement), in accordance with article L. 225-209-2 of the French Commercial Code, the Consideration Stock to Exezars or to Iponweb Holding at the Purchaser’s discretion after consultation with the Sellers (together with the payments referred to in Article 3.1.1, the “Closing Payments”). In case of transfer to Exezars, Exezars shall transfer such Consideration

10 Stock immediately to Iponweb Holding. On the Closing Date, or as soon as possible thereafter, Iponweb Holding shall subsequently transfer the Consideration Stock to the Founder. 3.2 Determination of the Purchase Price Adjustment Amount 3.2.1 No later than ninety (90) Business Days after the Closing Date, the Purchaser shall deliver to the Sellers' Representative a written statement (the “Post-Closing Statement”), which shall set out in particular: (i) the amounts of: (a) the Closing Cash, (b) the Closing Indebtedness, (c) the Closing Net Working Capital, (d) the Closing Net Working Capital Excess or the Closing Net Working Capital Shortfall, and (e) the Transaction Costs, (ii) the amount of the Closing Purchase Price; (iii) the amount of the Cash Consideration equal to the Base Cash Consideration plus the Closing Purchase Price Excess or minus the Closing Purchase Price Shortfall; (iv) the amount equal to the difference between the Cash Consideration and the Provisional Cash Consideration (the “Purchase Price Adjustment Amount”); (v) for information purposes, the indicative allocation of the amounts mentioned in paragraphs (a), (b), (d) and (e) of paragraph (i) and paragraphs (ii) to (iv) above to each Target Company and, as relevant, the Transferred Assets sold by the Assets Seller, provided that the Closing Net Working Capital Excess or the Closing Net Working Capital Shortfall, as relevant, shall be allocated between the Target Companies by applying the percentages set forth in column F of Schedule 2.1.2. 3.2.2 The Post-Closing Statement shall be established using the same format as Schedule 3.2.2. All the items contained in the Post-Closing Statement shall be determined in accordance with the definitions set forth in this Agreement, as applicable Section 1060 of the IRC and the Treasury Regulations promulgated thereunder, the Financial Definitions and the Accounting Principles as set out in Schedule D. 3.2.3 The Sellers' Representative shall be entitled to review the Post-Closing Statement within thirty (30) Business Days after receipt by the Sellers' Representative of the same. During such period of thirty (30) Business Days, the Purchaser shall ensure that the Target Companies provide the Sellers' Representative and its advisors reasonable access to the supporting documentation used for the purpose of the Post- Closing Statement and to the relevant personnel of the Target Companies involved in the preparation of the Post-Closing Statement, at the Sellers’ cost, during normal business hours, upon reasonable advance written notice and in compliance with applicable COVID-related restrictions and safety measures (including by setting up conference or video-conference calls in lieu of physical meetings, at any time, at the Purchaser’s discretion). 3.2.4 If the Sellers' Representative disagrees with any item of the Post-Closing Statement, the Sellers' Representative shall, within thirty (30) Business Days after receipt of the

11 Post-Closing Statement, provide to the Purchaser in writing a disagreement notice (the “Sellers’ Disagreement Notice”) which shall set forth in reasonable detail the reasons for such disagreement for each disputed item. If the Sellers' Representative does not send any Sellers’ Disagreement Notice within such period, the amounts determined by the Purchaser set forth in the Post-Closing Statement shall be deemed final, conclusive, non-appealable and binding on the Parties. 3.2.5 Promptly after receipt by the Purchaser of the Sellers’ Disagreement Notice, if applicable, the Sellers' Representative and the Purchaser shall attempt to reach an agreement on the final determination of the amounts set forth in the Post-Closing Statement. If within twenty (20) Business Days of the Purchaser’s receipt of the Sellers’ Disagreement Notice the Sellers' Representative and the Purchaser (i) are able to agree on the final determination of the amounts set forth in the Post-Closing Statement, then the Post-Closing Statement, with changes that are mutually agreed in writing by the Purchaser and the Sellers' Representative, shall be deemed final, conclusive, non-appealable and binding on the parties or (ii) are unable to agree on the final determination of the amounts set forth in the Post-Closing Statement, then the final determination of the amounts set forth in the Post-Closing Statement shall be referred to the Expert Accountant at the request of the most diligent party. 3.2.6 The mission of the Expert Accountant, who shall act pursuant to article 1592 of the French Civil Code (Code civil), shall be to address specifically and exclusively the items disputed between the Purchaser and the Sellers' Representative, and to determine the Closing Purchase Price and the Purchase Price Adjustment Amount resulting from the determination of such disputed items. The Expert Accountant shall apply the Financial Definitions and the Accounting Principles using the methods and principles specifically described in Schedule D. 3.2.7 The Expert Accountant shall, when performing its mission, (i) provide the Sellers' Representative and the Purchaser with a reasonable opportunity to make written and oral presentations or arguments to it, (ii) require that each of the Sellers' Representative and the Purchaser supplies each other with a copy of any written presentations or arguments at the same time as they are made to the Expert Accountant and (iii) permit each of the Sellers' Representative and the Purchaser to participate while oral submissions are being made by the other party. The Expert Accountant shall notify its conclusions to the Sellers' Representative and the Purchaser within thirty (30) Business Days of the date of its appointment, subject to any agreement among the Expert Accountant, the Sellers' Representative and the Purchaser as to a different date. Any written representations or arguments submitted to the Expert Accountant in accordance with this Article 3.2.7 and the conclusions of the Expert Accountant shall be in the English language. 3.2.8 If the disputed items cannot be resolved by the Expert Accountant pursuant to the procedure and in the timeframe set forth above for any reason whatsoever, the dispute shall be resolved by a third party acting pursuant to article 1843-4 of the French Civil Code (Code civil) (the “1843-4 Expert”) and appointed at the request of the most diligent Party, by order of the President of the Commercial Court of Paris (Président du Tribunal de commerce de Paris) ruling under the form of summary proceedings without recourse (statuant en la forme des référés et sans recours possible), each of the Sellers' Representative and the Purchaser having the opportunity to be heard. The provisions applicable to the mission of the Expert Accountant under Articles 3.2.5 to 3.2.7 shall apply mutatis mutandis to the mission of the 1843-4 Expert. 3.2.9 The Parties shall, and the Purchaser shall direct the Target Companies to, cooperate with the Expert Accountant, and the 1843-4 Expert, as the case may be, to enable it to perform its mission within the time limit prescribed and, in particular, provide it with the information reasonably required by it to perform its mission. 3.2.10 The determination of the Closing Purchase Price by the Expert Accountant and, as the case may be, the 1843-4 Expert, shall be final, conclusive, non-appealable and

12 binding on the Parties, except in case of manifest error (erreur grossière) by the Expert Accountant or, as the case may be, the 1843-4 Expert. 3.2.11 The fees and expenses of the Expert Accountant and, as the case may be, the 1843- 4 Expert, shall be paid by the Party whose estimate of the Purchase Price Adjustment Amount is furthest from the Expert Accountant’s (or, as the case may be, the 1843-4 Expert) calculation of the Purchase Price Adjustment Amount. If it is not possible to determine which Party’s estimate of the Purchase Price Adjustment Amount is furthest from the Expert Accountant’s (or, as the case may be, the 1843-4 Expert’s) calculation of the Purchase Price Adjustment Amount, the fees and expenses of the Expert Accountant (and, as the case may be, the 1843-4 Expert) shall be shared equally among the Sellers and the Purchaser. 3.3 Payment of the Purchase Price Adjustment Amount after the Closing Date Not later than on the fifth (5th) Business Day after the date on which the Purchase Price Adjustment Amount has been finally determined in accordance with Article 3.2: 3.3.1 if the Purchase Price Adjustment Amount is positive, (i) the Purchaser shall pay for itself in respect of the Shares and/or the Transferred Assets that it shall purchase directly, and (ii) each Affiliate shall pay for itself or, at the Purchaser’s sole discretion, the Purchaser shall pay on behalf of one or more such Affiliates, in respect of the Shares and/or the Transferred Assets that such Affiliate(s) shall purchase directly, to the Sellers' Representative, who shall receive it on behalf of the relevant Sellers, an amount in US dollars equal to the Purchase Price Adjustment Amount, by wire transfer of immediately available funds, free of any bank or other charges, to the Sellers' Representative’s Payment Account Details; or 3.3.2 if the Purchase Price Adjustment Amount is negative, the Sellers' Representative shall pay to the Purchaser on behalf of the relevant Sellers an amount in US dollars equal to the absolute value of the Purchase Price Adjustment Amount by wire transfer of immediately available funds, free of any bank or other charges, to a bank account, the details of which shall have been notified by the Purchaser to the Sellers' Representative at the latest three (3) Business Days after the date on which the Purchase Price Adjustment Amount shall have been finally determined in accordance with Article 3.2. 3.4 Determination of the Contingent Consideration 3.4.1 If and only if the 2022 Net Revenue equals or exceeds 70% of the 2022 Net Revenue Target, the Closing Purchase Price shall be increased by an amount (the “2022 Contingent Consideration”) equal to twenty-five million US dollars (US$ 25,000,000) multiplied by the 2022 Net Revenue divided by the 2022 Net Revenue Target, provided that in no event shall the 2022 Contingent Consideration exceed twenty-five million US dollars (US$ 25,000,000). 3.4.2 If and only if the 2023 Net Revenue equals or exceeds 65% of the 2023 Net Revenue Target, the Closing Purchase Price shall be increased by an amount (the “2023 Contingent Consideration” and, together with the 2022 Contingent Consideration, the “Contingent Consideration”) equal to seventy-five million US dollars (US$ 75,000,000) multiplied by the 2023 Net Revenue divided by the 2023 Net Revenue Target, provided that in no event shall the 2023 Contingent Consideration exceed seventy-five million US dollars (US$ 75,000,000). 3.4.3 For the purposes of determining the amount of the 2022 Contingent Consideration or the 2023 Contingent Consideration, as applicable, the Purchaser shall deliver to the Sellers' Representative no later than March 1st immediately following the end of the relevant financial year, a statement setting out in reasonable details its calculation of the 2022 Net Revenue or the 2023 Net Revenue, as applicable, and of the 2022 Contingent Consideration or the 2023 Contingent Consideration, if any and as applicable (the “Contingent Consideration Notice”).

13 3.4.4 All the items contained in the Contingent Consideration Notice shall be determined in accordance with the definitions set forth in this Agreement, as applicable Section 1060 of the IRC and the Treasury Regulations promulgated thereunder and the Accounting Principles as set out in Schedule D. 3.4.5 The Sellers' Representative shall be entitled to review the relevant Contingent Consideration Notice within 15 Business Days after receipt by the Sellers' Representative of the same. During such period of 15 Business Days, the Purchaser shall ensure that the Sellers' Representative and its advisors are given upon request reasonable access to the supporting documentation used for the purpose of the relevant Contingent Consideration Notice and to the relevant personnel involved in the preparation of that Contingent Consideration Notice, at the Sellers’ cost, during normal business hours, upon reasonable advance written notice and in compliance with applicable COVID-related restrictions and safety measures (including by setting up conference or video-conference calls in lieu of physical meetings, at any time, at the Purchaser’s discretion). 3.4.6 If the Sellers' Representative does not deliver a Contingent Consideration Objection Notice to the Purchaser in accordance with, and within the time frame provided in Article 3.4.7 below, the Sellers will be deemed to have accepted and agreed upon the Contingent Consideration Notice in full and upon the amount of the 2022 Contingent Consideration or 2023 Contingent Consideration, as applicable, set forth in that Contingent Consideration Notice which will therefore be final, conclusive, and binding on the Parties and non-appealable. 3.4.7 If the Sellers' Representative disagrees with any item of the relevant Contingent Consideration Notice, the Sellers' Representative shall, within 15 Business Days after receipt of the Contingent Consideration Notice, provide to the Purchaser in writing an objection notice (the “Contingent Consideration Objection Notice”) which shall set forth in reasonable detail the reasons for such disagreement for each disputed item. 3.4.8 Promptly after receipt by the Purchaser of the Contingent Consideration Objection Notice, if applicable, the Sellers' Representative and the Purchaser shall attempt to reach an agreement on the final determination of the amounts set forth in the relevant Contingent Consideration Notice. If within 15 Business Days of the Purchaser’s receipt of the Contingent Consideration Objection Notice the Sellers' Representative and the Purchaser (i) are able to agree on the final determination of the amounts set forth in the Contingent Consideration Notice, then the Contingent Consideration Notice, with changes that are mutually agreed in writing by the Purchaser and the Sellers' Representative, shall be deemed final, conclusive and binding on the Parties and non-appealable or (ii) are unable to agree on the final determination of the amounts set forth in the Contingent Consideration Notice, then the final determination of the amounts set forth in the Contingent Consideration Notice shall be referred to the Expert Accountant at the request of the most diligent party. 3.4.9 The mission of the Expert Accountant, who shall act pursuant to article 1592 of the French Civil Code (Code civil), shall be to address specifically and exclusively the items specified in the Contingent Consideration Notice that are disputed between the Purchaser and the Sellers' Representative, and to determine the 2022 Contingent Consideration or 2023 Contingent Consideration, as relevant, resulting from the determination of such disputed items. The Expert Accountant shall apply the provisions of Schedule 3.4. 3.4.10 The provisions of Articles 3.2.7 to 3.2.11 shall apply mutatis mutandis to the resolution of disputed Contingent Consideration items by the Expert Accountant. 3.4.11 Unless otherwise required by applicable Law, the Parties agree that for all U.S. federal and applicable state, local and foreign income Tax purposes: (i) any Contingent Consideration payable pursuant to this Agreement may be treated as deferred contingent purchase price eligible for installment treatment under Section 453 of the IRC and (ii) if and to the extent such amounts are paid to any Person under

14 this Agreement, a portion of such Contingent Consideration may be treated as interest pursuant to Section 483 or Section 1274 of the IRC. Unless otherwise required by applicable Law, the Parties shall file all Tax Returns consistently with this Article 3.4.11 with respect to the Tax treatment of any Contingent Consideration paid pursuant to this Agreement. 3.5 Allocation of the Provisional Purchase Price, the Closing Purchase Price, the Purchase Price Adjustment Amount and the Contingent Consideration 3.5.1 The Sellers' Representative shall be solely responsible for and, for the avoidance of doubt, the Purchaser shall have no obligation and shall bear no liability in respect of: (i) the allocation of the Provisional Purchase Price, the Closing Purchase Price, the Purchase Price Adjustment Amount and the Contingent Consideration among the Sellers (without prejudice to the allocation of these amounts among the Shares Seller and the Assets Seller on the basis agreed among the Parties as set out in Schedule 2.1.2 or, as applicable, in Schedule 2.1.3); (ii) the actual payment to the relevant Sellers or by the relevant Sellers of (z) the amounts received by the Sellers' Representative from the Purchaser or (y) the amounts due to the Purchaser in relation to the Provisional Purchase Price, the Purchase Price Adjustment Amount or the Contingent Consideration. 3.5.2 The payments made by the Purchaser or the Escrow Agent to the Sellers' Representative shall fully discharge the Purchaser’s payment obligations for such amount vis-à-vis all the Sellers. Any payment made by the Sellers' Representative or the Escrow Agent shall fully discharge the Sellers’ payment obligations for such amount vis-à-vis the Purchaser and/or its Affiliates. 3.5.3 In no event may the allocation by the Sellers' Representative set forth in Article 3.5.1 be invoked against the Purchaser. 4. Escrow Accounts 4.1 General 4.1.1 The General Escrow Account and the Contingent Consideration Escrow Account shall be opened, operated and closed in accordance with this Agreement and the General Escrow Agreement, the Contingent Consideration Escrow Agreement (as applicable), and the Sellers' Representative, the Founder and the Purchaser each agrees and undertakes to give on a timely basis such written instructions and authorities to the Escrow Agent as may from time to time be necessary for this purpose. 4.1.2 The Sellers and the Purchaser shall procure that the General Escrow Account and the Contingent Consideration Escrow Account and all rights relating to them from time to time are and shall remain free from any Encumbrance. 4.1.3 Any interest earned in respect of any portion of the Escrow Amount to be released to the Sellers' Representative shall be for the benefit of the Sellers' Representative. Any interest earned in respect of any portion of the Escrow Amount to be released to or on behalf of the Purchaser shall be for the benefit of the Purchaser. 4.2 Release of the Indemnity Escrow Amount 4.2.1 The Indemnity Escrow Amount shall be released by the Escrow Agent as follows: (i) in accordance with Article 15, within ten (10) Business Days of the date when the amount of any Iponweb Parties Liabilities shall have been Determined (other than a claim falling within limb (iv) of the definition of Determined), an amount in US dollars equal to the lesser of (a) any sum due to the Purchaser

15 in relation to the Iponweb Parties Liabilities and (b) the Indemnity Escrow Amount shall be released to the Purchaser and/or, at the Purchaser’s sole discretion, to any Purchaser’s Affiliate(s) (including for the avoidance of doubt, any Target Company) as directed by the Purchaser; (ii) in accordance with clause 10.5(a) of the Ancillary Tax Agreement; or (iii) at the latest ten (10) Business Days after the Indemnity Escrow Release Date, the then remaining Indemnity Escrow Amount (if any) shall be released to the Sellers' Representative (on behalf of itself or of the relevant Sellers, as the case may be), less the Indemnity Escrow Holdback Amount (if any) which shall be dealt with in accordance with Article 4.2.2. 4.2.2 Following the Indemnity Escrow Release Date, to the extent any Indemnity Escrow Holdback Amount has been retained in respect of one or more Outstanding Claims, upon such Outstanding Claim or Outstanding Claims becoming Determined: (i) there shall, within ten (10) Business Days of the date on which the relevant Outstanding Claim becoming Determined, be released from the General Escrow Account to the Purchaser and/or, at the Purchaser’s sole discretion, to any Purchaser’s Affiliate(s) (including for the avoidance of doubt, any Target Company) as directed by the Purchaser, a sum equal to the lesser of: (x) the Indemnity Escrow Holdback Amount; or (y) the amount for which such Outstanding Claim has been Determined in favor of the Purchaser (if any); and (ii) there shall, within ten (10) Business Days of the date on which the relevant Outstanding Claim became Determined, be released from the General Escrow Account to the Sellers' Representative any amount by which the Indemnity Escrow Holdback Amount (after taking into account any payments made pursuant to paragraph (i) above) exceeds the Estimated Liabilities of the remaining Outstanding Claims, unless within such ten (10) Business Day period the Purchaser provides to the Sellers' Representative an Independent Statement stating that such Estimated Liabilities of the remaining Outstanding Claims is higher than estimated when determining the Indemnity Escrow Holdback Amount. 4.2.3 In each case in which Article 4.2.1 or Article 4.2.2 provides for the release of all or a portion of the Indemnity Escrow Amount, the Purchaser and the Sellers' Representative shall, within three (3) Business Days of the date at which the amount is due to be released pursuant to Article 4.2.1 or Article 4.2.2 above, submit a payment instruction to the Escrow Agent instructing the Escrow Agent to release all or such portion of the Indemnity Escrow Amount in accordance with Article 4.2.1 or Article 4.2.2 and the General Escrow Agreement. 4.3 Release of the Contingent Consideration Escrow Amount 4.3.1 The Contingent Consideration Escrow Amount shall be released by the Escrow Agent as follows: (i) in accordance with Article 15, within ten (10) Business Days of the date when the amount of any Iponweb Parties Liabilities shall have been Determined (other than a claim falling within limb (iv) of the definition of Determined), an amount in US dollars equal to any sum due to the Purchaser in relation to the Iponweb Parties Liabilities shall be released to the Purchaser and/or, at the Purchaser’s sole discretion, to any Purchaser’s Affiliate(s) (including for the avoidance of doubt, any Target Company) as directed by the Purchaser; (ii) within ten (10) Business Days of the final determination of the 2022 Contingent Consideration in accordance with Articles 3.4.3 to 3.4.10 (the “2022 Contingent Consideration Release Date”):

16 (a) an amount (if it is a positive number) equal to the 2022 Contingent Consideration (if any), less the sum of (x) any amount released or due to be released to the Purchaser pursuant to paragraph (i) above and (y) the Contingent Consideration Escrow Holdback Amount (if any) which shall be dealt with in accordance with Article 4.3.2, shall be released to the Sellers' Representative; and/or (b) an amount equal to twenty-five million US dollars ($25,000,000) less the sum of (x) any amount released or due to be released to the Sellers' Representative pursuant to paragraph (ii)(a) above and (y) the Contingent Consideration Escrow Holdback Amount (if any) which shall be dealt with in accordance with Article 4.3.2, shall be released to the Purchaser and/or, at the Purchaser’s sole discretion, to any Purchaser’s Affiliate(s) (including for the avoidance of doubt, any Target Company) as directed by the Purchaser; (iii) within ten (10) Business Days of the final determination of the 2023 Contingent Consideration in accordance with Articles 3.4.3 to 3.4.10 (the “2023 Contingent Consideration Release Date”): (a) an amount equal to the 2023 Contingent Consideration (if any), less the sum of (x) any amount released or due to be released to the Purchaser pursuant to paragraph (i) above (for the avoidance of doubt, disregarding any such amount which has been deducted from the payment to the Seller Representative pursuant to paragraph (ii)(a) above) and (y) the Contingent Consideration Escrow Holdback Amount (if any) which shall be dealt with in accordance with Article 4.3.2 (for the avoidance of doubt, disregarding the Contingent Consideration Escrow Holdback Amount which has been deducted from the payment to the Seller Representative pursuant to paragraph (ii)(a) above), shall be released to the Sellers' Representative; and/or (b) an amount equal to seventy-five million US dollars ($75,000,000) less the sum of (x) any amount released or due to be released to the Sellers' Representative pursuant to paragraph (iii)(a) above and (y) the Contingent Consideration Escrow Holdback Amount (if any) which shall be dealt with in accordance with Article 4.3.2 (for the avoidance of doubt, disregarding the Contingent Consideration Escrow Holdback Amount which has been deducted from the payment to the Purchaser and/or any of its Affiliates pursuant to paragraph (ii)(b) above), shall be released to the Purchaser and/or, at the Purchaser’s sole discretion, to any Purchaser’s Affiliate(s) (including for the avoidance of doubt, any Target Company) as directed by the Purchaser. 4.3.2 Following the 2022 Contingent Consideration Release Date or the 2023 Contingent Consideration Release Date, as applicable, to the extent any Contingent Consideration Escrow Holdback Amount has been retained in respect of one or more Outstanding Claims notified prior to December 31, 2022 or December 31, 2023 (as applicable), upon such Outstanding Claim or Outstanding Claims becoming Determined: (i) there shall, within ten (10) Business Days of the date on which the relevant Outstanding Claim becoming Determined, be released from the Contingent Consideration Escrow Account to the Purchaser and/or, at the Purchaser’s sole discretion, to any Purchaser’s Affiliate(s) (including for the avoidance of doubt, any Target Company) as directed by the Purchaser, an amount equal to the lesser of: (x) the Contingent Consideration Escrow Holdback Amount; or (y) the amount for which such Outstanding Claim has been Determined in favor of the Purchaser (if any); and

17 (ii) there shall, within ten (10) Business Days of the date on which the relevant Outstanding Claim became Determined, be released from the Contingent Consideration Escrow Account to the Sellers' Representative an amount by which the Contingent Consideration Escrow Holdback Amount (after taking into account any payments made pursuant to paragraph (i) above) exceeds the Estimated Liabilities of the remaining Outstanding Claims, unless within such ten (10) Business Day period the Purchaser provides to the Sellers' Representative an Independent Statement stating that such Estimated Liabilities of the remaining Outstanding Claims is higher than estimated when determining the Contingent Consideration Holdback Amount. 4.3.3 In each case in which Article 4.3.1 or Article 4.3.2 provides for the release of all or a portion of the Contingent Consideration Escrow Amount, the Purchaser and the Sellers' Representative shall, within three (3) Business Days of the date at which the amount is due to be released pursuant to Article 4.3.1 or Article 4.3.2 above, submit a payment instruction to the Escrow Agent instructing the Escrow Agent to release all or such portion of the Contingent Consideration Escrow Amount in accordance with Article 4.3.1 or Article 4.3.2 and the Contingent Consideration Escrow Agreement. 4.4 Release of the Tax Escrow Amount The Tax Escrow Amount shall be released by the Escrow Agent in accordance with the Ancillary Tax Agreement. 4.5 Determination of Estimated Liabilities 4.5.1 Between sixty (60) Business Days and thirty (30) Business Days prior to each Escrow Release Date, the Sellers' Representative may notify the Purchaser of its good faith estimate of the Estimated Liabilities together with reasonable details and evidence supporting such estimate (the “Estimate Notice”). 4.5.2 If the Sellers' Representative does not send an Estimate Notice at least thirty (30) Business Days prior to the applicable Escrow Release Date, the Estimated Liabilities shall be equal to the sum of the amounts claimed by the Purchaser under the Outstanding Claims. 4.5.3 If the Sellers' Representative notifies an Estimate Notice at least thirty (30) Business Days prior to the applicable Escrow Release Date, the Purchaser may provide to the Sellers' Representative an Independent Statement no later than five (5) Business Days prior to the applicable Escrow Release Date, in which case, the Estimated Liabilities shall be equal to the sum of the amounts claimed by the Purchaser under the Outstanding Claims confirmed by the Independent Statement. 4.5.4 If the Independent Statement concludes that the amount of an Outstanding Claim is reasonable, the Estimated Liability of such Outstanding Claim shall be the full amount claimed by the Purchaser under such Outstanding Claim. 4.5.5 If the Independent Statement concludes that the amount of an Outstanding Claim is not reasonable, the Evaluating Attorney shall determine the amount of such Outstanding Claim, which shall not be higher than the full amount claimed by the Purchaser and not lower than the corresponding amount in the Estimate Notice. If the Evaluating Attorney provides a range, the amount determined by the Evaluating Attorney shall be deemed to be the midpoint of such range. 4.5.6 If the Evaluating Attorney is not willing or able to provide an Independent Statement or if the Evaluating Attorney provides an Independent Statement which does not comply with Article 4.5.5, (i) the relevant Escrow Release Date shall be automatically extended by thirty (30) Business Days, in relation to the proportion of the relevant Escrow Amount that is equal to the full amount claimed by the Purchaser under the relevant Outstanding Claims only and (ii) the Purchaser shall appoint another Evaluating Attorney who shall issue an Independent Statement in accordance with this Article 4.4 not later than five (5) Business Days prior to such extended Escrow

18 Release Date. If such other Evaluating Attorney is not willing or able to provide an Independent Statement or if the Evaluating Attorney provides an Independent Statement which does not comply with Article 4.5.5, the Estimated Liability of such Outstanding Claim shall be the full amount claimed by the Purchaser under such Outstanding Claim. 4.5.7 The Evaluating Attorney shall have no liability whatsoever (professional or otherwise) to any Party in relation to the content of the Independent Statement, including in relation to the assessment of any Outstanding Claim. 4.5.8 If any claim pursuant to Articles 13.1, 17.1.1, 17.3.1 or Section IV of this Agreement has been notified to the Sellers' Representative (or, as appropriate, the Founder or the Trustee) in accordance with this Agreement between the date of the Estimate Notice and the relevant Escrow Release Date (as extended, as the case may be), the Estimated Liability in relation to such claim shall be equal to the full amount claimed by the Purchaser under such claim. 4.5.9 If the Purchaser does not provide to the Sellers' Representative an Independent Statement no later than five (5) Business Days prior to the applicable Escrow Release Date, the Estimated Liabilities shall be an amount equal to the estimate set out in the Estimate Notice. 4.6 Treatment of Escrow Releases 4.6.1 Any cash released to the Sellers' Representative, the Sellers and/or the Founder from the General Escrow Account and/or the Contingent Consideration Escrow Account pursuant to the Escrow Agreements shall be deemed part of the Purchase Price. 4.6.2 Subject to the provisions of Articles 13.1.3 and 18.3.6, any cash released to the Purchaser and/or its Affiliates from the General Escrow Account pursuant to the General Escrow Agreement shall constitute a reduction of the Purchase Price. 5. Conditions Precedent 5.1 Conditions Precedent The sale and purchase of the Shares and the Transferred Assets pursuant to this Agreement and the obligations of all Parties to proceed with Closing are subject to the satisfaction of the following conditions precedent (conditions suspensives) (the “Conditions Precedent”): 5.1.1 the Antitrust Clearances by each of the Required Antitrust Authorities shall have been obtained; 5.1.2 no temporary restraining order, preliminary or permanent injunction or other Order issued by any court of competent jurisdiction or other legal or regulatory Order, restraint or prohibition of any Governmental Authority that enjoins (temporarily or permanently) or otherwise prohibits the consummation of any of the transactions contemplated by this Agreement, shall be in effect; nor shall there be any Law enacted, entered, enforced or deemed applicable to any of the transactions contemplated by this Agreement that would prohibit the consummation of any of the transactions contemplated by this Agreement; 5.1.3 there shall not have occurred, since the Initial Signing Date, a Material Adverse Effect; 5.1.4 each of the Fundamental Warranties and the Tax Warranties shall be true and correct in all respects as of the Closing Date and each of the Key Warranties shall be true and correct in all material respects (provided that any update of the Disclosure Schedule in relation to the Key Warranties pursuant to Article 12.3 of this Agreement shall be disregarded for the purpose of this Article 5.1.4) as of the Closing Date as if made anew at and as of that date, except with respect to any Representation and Warranty which expressly speaks as to an earlier date, in which case such Representation and Warranty shall be true and correct at and as of such date;

19 5.1.5 each of the obligations, agreements and covenants of the Sellers, the Founder and the Trustee to be performed by the Sellers, the Founder or the Trustee under the Call Option and under Articles 6.1.1, 6.10 and 17.2.1(ii) of this Agreement at or prior to the Closing shall have been performed in all material respects; 5.1.6 the Pre-Closing Reorganizations set forth in section 1 and sections 3 to 5 of Schedule 6.3 shall have been completed; and 5.1.7 the Sellers shall have obtained the signed, definitive and unconditional (except upon Closing), binding and valid under applicable Laws, written agreement of all the Key Contractors to (i) assign at Closing their respective Key Contracts as set forth in Schedule 5.1.7 to the Purchaser or any of its Affiliates designated by the Purchaser (ii) and maintain the same terms and conditions as those applicable as of the Initial Signing Date, which are set forth in full in Material Contracts listed in the Disclosure Schedule. 5.2 Responsibility for Obtaining Antitrust Clearances 5.2.1 Each party hereto agrees to make (or cause to be made), no later than twenty (20) Business Days following the Initial Signing Date, any required filings pursuant to the HSR Act and applicable antitrust Laws (each, an “Antitrust Filing”) with respect to the transactions contemplated hereby. In connection with the foregoing, the Purchaser, the Founder, the Trustee and the Sellers shall, as soon as reasonably practicable, and in no event later than ten (10) Business Days following the Initial Signing Date, file with the FTC and DOJ the notification and report form required under the HSR Act with respect to the transactions contemplated by this Agreement. Each Party shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to any antitrust Laws. 5.2.2 The Purchaser shall, and shall cause the members of the Purchaser’s Group to, use their reasonable efforts in relation to the Target Companies and the Transferred Assets to obtain the Antitrust Clearances on or before the Longstop Date, provided that the Purchaser shall not be required to (i) offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture, license, hold separate or other disposition of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses of the Purchaser or its Affiliates or the Target Companies or the Transferred Assets or (ii) accept any restrictions on any assets (whether tangible or intangible), rights, products or businesses of the Purchaser or its Affiliates or the Target Companies or the Transferred Assets. 5.2.3 To the extent practically possible and permitted by Laws, the Purchaser shall (i) afford the Sellers' Representative a reasonable opportunity to comment on substantial submissions to the Required Antitrust Authorities (which comments shall be provided to the Purchaser as promptly as possible), (ii) duly consider such comments, and (iii) upon Sellers' Representative’s request, keep the Sellers' Representative informed of the processing of the Antitrust Filings. 5.2.4 The Sellers' Representative, the Sellers, the Founder and the Trustee shall cooperate with the Purchaser in the preparation of the documents to be submitted to the Required Antitrust Authorities and in particular agree to provide, upon request of the Purchaser on reasonable notice, any additional information or document regarding the Sellers' Representative, the Sellers, the Founder, the Trustee or the Target Companies which may be required by the Required Antitrust Authorities for the preparation of the Antitrust Filings or that is necessary in order to respond to questions raised by the Required Antitrust Authorities, and to make any notifications that may be required of the Sellers by such Required Antitrust Authorities in order to obtain any relevant consents or approvals, save that the Sellers, the Founder and the Trustee shall only be required to provide information of a commercially sensitive nature to the Purchaser’s counsel on a counsel-to-counsel basis and shall not be required to take any action that would constitute a breach of Law.

20 5.3 Benefit – Time Limit – Non Satisfaction 5.3.1 The Conditions Precedent set out in Articles 5.1.1 through 5.1.2 are stipulated for the benefit of both Parties. The non-satisfaction of such Conditions Precedent may be invoked by either the Sellers' Representative or the Purchaser. Such Conditions Precedent may be waived by mutual agreement of the Sellers' Representative and the Purchaser in writing, if and to the extent permitted by applicable Laws. 5.3.2 The Conditions Precedent set out in Articles 5.1.3 through 5.1.7 are stipulated for the benefit of the Purchaser only. The non-satisfaction of such Conditions Precedent may be invoked by the Purchaser only and such Conditions Precedent may be waived by the Purchaser only, in writing. 5.3.3 The Conditions Precedent shall not have any retroactive effect. 5.3.4 The Sellers' Representative and the Purchaser shall promptly give notice to the other of, and provide the other with, any document relating to the satisfaction of any Condition Precedent, and in any event no later than the third (3rd) Business Day following the date on which it becomes aware of the same. 5.3.5 If any Condition Precedent is not satisfied or deemed to be satisfied at the latest at midnight on the Longstop Date, either the Sellers' Representative or the Purchaser shall be entitled to terminate this Agreement by written notice to the other. Furthermore, in case any of the Required Antitrust Authorities have, prior to the Longstop Date, issued a decision to deny any of the Antitrust Clearances, then either the Sellers' Representative or the Purchaser shall be entitled to terminate this Agreement by written notice to the other. In the event of such termination, the provisions of Article 30.3 shall apply. 6. Pre-Closing Covenants 6.1 Covenants of the Sellers, the Founder and the Trustee 6.1.1 Subject to Article 6.1.2, during the period from the Initial Signing Date to the earlier of the termination of this Agreement pursuant to Section VI and the Closing Date (the “Pre-Closing Period”), the Sellers and the Founder shall (and the Founder procures that the Trustee shall) ensure that the Target Companies and the Transferred Assets are managed in the Ordinary Course of Business. Without limiting the foregoing, during the Pre-Closing Period, (i) the Shares Seller and the Founder shall (and the Founder procures that the Trustee shall) procure that the Target Companies do not; and (ii) the Assets Seller (only to the extent such action relates to or affects the Transferred Assets) shall not, in each case directly or indirectly, in any manner whatsoever, without the prior written consent of the Purchaser: (i) approve, authorize or effect any Transfer of any Share or any Transferred Asset, or the assets of any Target Company; (ii) create, authorize, allot, issue, sell, or grant any shares or Securities of any Target Companies, or increase, redeem, repurchase or decrease its share capital; (iii) split, combine or reclassify its outstanding shares or other Securities; (iv) declare, make or pay a dividend, an interim dividend or other distribution (whether in cash, stock or in kind, or any combination thereof); (v) approve, authorize, effect or enter into any dissolution, liquidation, merger, split-up, consolidation, restructuring, recapitalization, other reorganization, contribution or sale of any Target Company’s business or assets as a whole or of any of its divisions (branche d’activité) (other than the transactions contemplated by this Agreement, including any steps or actions required to

21 implement the Pre-Closing Reorganizations and Phase 1 of the Specific Reorganization); (vi) approve, authorize, effect or enter into any change to the articles of association (statuts) or any equivalent organizational documents of any Target Company, except for (i) minor administrative or housekeeping changes and (ii) any changes required for the completion of the Transaction; (vii) enter into, amend or terminate any participation in, any partnership, joint venture, consortium or association; (viii) Transfer or acquire any business as a going concern (fonds de commerce), to, from or with any Third Party, or acquire or Transfer any interest in a company; (ix) Transfer any tangible or intangible asset with an individual value in excess of two hundred fifty thousand US dollars ($250,000) and assets for a total aggregate value in excess of one million US dollars ($1,000,000); (x) Transfer, Encumber, abandon, license (other than non-exclusive licenses of Owned IP granted in the Ordinary Course of Business), permit to lapse, or otherwise dispose of any Intellectual Property Right; (xi) either (x) incur any new indebtedness for borrowed money, facilities and overdraft or (y) enter into factoring or securitization agreement or arrangement or (z) discount trade receivables with or without recourse; (xii) commit or make any capital expenditure exceeding one hundred seventy-five thousand US dollars ($175,000) individually; (xiii) grant or forgive any loan or advance to any Third Parties, except payments terms for products or services provided to any person; (xiv) guarantee the obligations of any Third Party in an amount in excess of one hundred thousand US dollars ($100,000); (xv) enter into, modify in any material aspect, assign, renew or terminate any Material Contract or any other agreement generating net revenues or net expenses in excess of two hundred fifty thousand US dollars ($250,000) per year; (xvi) enter into, amend or terminate any agreement with Core Employees or any other employee whose annual base salary is equal to or exceeds seventy- five thousand US dollars ($75,000) (together “Senior Employees”), or grant any increase in compensation, incentives or other benefits payable to such Senior Employees, or materially increase the compensation, incentives or other benefits provided to employees, except in the case of annual, ordinary course wage increases consistent with past practice for employees (other than the Senior Employees), up to a three percent (3%) salary increase in the aggregate, or accelerate the time of payment or vesting of, or the lapsing of restrictions with respect to any benefit plan or similar arrangement for the employees, in each case other than as required by Law, the collective agreements or employment contracts in force at the Call Option Date and Fairly Disclosed to the Purchaser; (xvii) create, approve, enter into, adopt, accelerate the payments due under, terminate or amend in any material respect any employee benefit plan, including any profit sharing, bonus, share option, deferred contribution, severance or retirement benefit agreement and any plan or agreement providing benefit relating to sick leave, medical cover, disability, life insurance and other comparable benefit;

22 (xviii) adopt or announce a new benefit plan or similar arrangement, or take any action that gives rise to, lifts restrictions on, or accelerates any severance, change in control, retention, termination or other benefits payable to any director, officer, employee or consultant in connection with or as a result of the consummation of the Transaction; (xix) enter into, renew, amend in any respect or terminate any transaction, contract or arrangement among related parties, i.e., (x) any of the Founder, the Trustee, any Seller, any person in which the Founder, the Trustee or any Seller directly or indirectly Controls or has a material influence or interest in, any of their directors, officers, or employees, any member of the family of any of the above persons, or any person otherwise connected to or acting on behalf or for the interest of any of the above person, on the one hand, and (y) any Target Company or in relation to any Transferred Asset, on the other hand; (xx) initiate, settle, compromise or offer or propose to settle, any action, suit, arbitration, investigation or other Proceeding except where the amount paid in settlement or compromise does not exceed two hundred fifty thousand US dollars ($250,000) individually, and one million US dollars ($1,000,000) in the aggregate; (xxi) change in any material respect any of their accounting methods or practices (other than such changes required by applicable Laws); (xxii) other than in accordance with the Ancillary Tax Agreement, (A) enter into any material closing agreement or similar agreement relating to Taxes, (B) request any ruling or similar guidance with respect to Taxes, or (C) change its residence for Tax purposes; (xxiii) other than in accordance with the Ancillary Tax Agreement, (A) make, change or revoke any material Tax election, (B) change any annual Tax accounting period or material Tax accounting method, (C) settle or compromise any claim, notice, audit or assessment in respect of material Taxes, (D) compromise or surrender any right to claim a material Tax refund, (E) consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to a Target Company, (F) fail to pay any Tax when it becomes due and payable except to the extent disputed in good faith in accordance with the procedures of applicable Law, (G) enter into any Tax allocation, indemnity or sharing agreement, (H) amend any material Tax Return, (I) request, apply for, or seek any relief, assistance or benefit, including any deferral of Taxes, under any COVID-19 Legislation, (J) except as required by applicable Law, file any Tax Return in a manner, or reflecting a position, that would reasonably be expected to have an adverse effect on, or materially increase the Purchaser’s or any of its Affiliates’ (which following the Closing shall include the Target Companies) liability for Taxes, or (K) take or cause (or otherwise permit any other Person to take or cause) any action outside of the Ordinary Course of Business which would reasonably be expected to materially increase the Purchaser’s or any of its Affiliates’ (which following the Closing shall include the Target Companies) liability for Taxes; (xxiv) form any subsidiary, except as may be expressly required pursuant to the terms of this Agreement for the completion of the Transaction; (xxv) take any action that would reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation by the Purchaser of the Transaction; (xxvi) enter into any agreement or arrangement that expressly limits or otherwise restricts in any material respect the Target Companies from engaging or competing in any line of business, in any location or with any person; or

23 (xxvii) undertake or agree, conditionally or otherwise, to take or adopt any of the foregoing actions or decisions (each, a “Major Decision”). 6.1.2 The provisions of Article 6.1.1 shall not operate so as to restrict or prevent any matter or action: (i) expressly authorized elsewhere in this Agreement or in any Local Agreement; (ii) required by applicable Laws or by any Governmental Authority; or (iii) consented to in writing by the Purchaser in accordance with Article 6.1.3, 6.1.3 Any notices of Major Decisions shall be submitted by the Sellers' Representative to the Purchaser, together with reasonably detailed explanations and supporting documentation. The Purchaser shall within five (5) Business Days from receipt of a notice of a Major Decision grant or deny its consent to the Sellers' Representative (such consent not to be unreasonably withheld). If such approval or disapproval is not submitted within the above-mentioned period of time, the decision shall be deemed to have been accepted by the Purchaser. If the Purchaser, acting reasonably, requests further information in regard to the relevant Major Decision, the time period for the Purchaser to respond shall be extended by the number of Business Days that the Sellers' Representative will use to provide the requested information. For the purposes of this Article 6.1, the Purchaser hereby appoints Mr. Ryan Damon (or such other person as the Purchaser shall designate by notice to the Sellers in accordance with Article 39) to receive notices of Major Decisions and respond to them by electronic mail. 6.2 Transaction Documents 6.2.1 At Closing, the Parties shall execute the Ancillary Tax Agreement attached as Schedule 6.2.1. 6.2.2 At Closing, the Parties shall execute the Shareholders Agreement and Exezars and the Purchaser shall execute the transitional services agreement in the form attached as Schedule 6.2.2 (the “Transitional Services Agreement”). 6.2.3 The Parties shall ensure that the Escrow Agent executes the General Escrow Agreement substantially in the form attached as Schedule 6.2.3 prior to or at Closing. 6.2.4 The Parties shall ensure that the Escrow Agent executes the Contingent Consideration Escrow Agreement substantially in the form attached as Schedule 6.2.4 prior to or at Closing. 6.2.5 The Sellers shall execute, and the Purchaser shall, and shall cause its Affiliates to execute the local share purchase agreements and/or asset purchase agreements in the form attached in Schedule C (the “Local Agreements”) prior to or at Closing. 6.2.6 To the extent that the provisions of a Local Agreement are inconsistent with or additional to the provisions of this Agreement, the provisions of this Agreement shall prevail, subject to the conditions set forth in Article 40.1. 6.2.7 The Sellers and the Purchaser shall ensure that any Local Agreements are notarized and any relevant signatures to the Local Agreements are notarized and/or apostilled where required, pursuant to relevant Law, to effect the legal transfer of the applicable Shares or Transferred Assets. 6.2.8 Each Local Agreement shall (a) be in a form reasonably acceptable to both the Sellers and the Purchaser, (b) shall serve purely to effect the legal transfer of the applicable Shares or the Transferred Assets and (c) shall not, in any way modify, amend, or constitute a waiver of, any provision of this Agreement. 6.3 Pre-Closing Reorganizations

24 On or prior to the date hereof, the Founder, the Trustee and the Sellers have, and have caused their applicable Representatives (including the Target Companies), to: 6.3.1 complete the Pre-Closing Reorganizations set forth in sections 1 and 3 to 5 (included) of Schedule 6.3; 6.3.2 make their best efforts to complete the Pre-Closing Reorganization set forth in section 2 of Schedule 6.3; and 6.3.3 complete Phase 1 of the Specific Reorganization in accordance with the terms set forth in Annex A of Schedule E and in compliance with all applicable Laws, including but not limited to Customs & Trade Laws, Anti-Bribery, Anti-Money Laundering and Sanctions Laws, Tax Laws and Labor Laws. 6.4 Intra-Group Agreements The Sellers shall terminate the Non-Transferring Intra-Group Agreements, with effect no later than the Closing Date, without any penalty, indemnity, remaining liability or termination cost and more generally any payment, other than for services duly performed prior to the Closing Date. 6.5 Termination of Sellers’ Group Insurance Policies 6.5.1 From the Initial Signing Date until Closing, the Sellers shall (and shall cause the Target Companies to) continue in force in the same terms all insurance policies maintained by them at the Call Option Date in respect of the Business. 6.5.2 The Sellers shall ensure that the insurance policies of the Target Companies will remain in full force and effect for at least three (3) months after Closing, except for the insurance policies listed in a written notification sent by the Purchaser to the Sellers' Representative no later than ten (10) Business Days prior to Closing, which shall be terminated by the Sellers with effect no later than the Closing Date, without any penalty, indemnity, remaining liability or termination cost for the Target Companies. 6.6 Third-Party Consents 6.6.1 The Founder, the Trustee and the Sellers shall use their best efforts to obtain, prior to the Closing Date, any consents or waivers from any Third Party pursuant to any change-of-control, transfer, or assignment provisions contained in any Contract or as otherwise required under applicable Law, which would be triggered by or needed for the Transaction or to avoid an acceleration or termination prior to Closing, or which are necessary to be obtained in order to avoid material disruption or material change to the terms of such Contract after completion of the Closing or to transfer the Contract from the applicable Seller to the Purchaser, including the Contracts referred to in schedule 6 of the Asset Purchase Agreement (the “Consents”), including the Consents referred to in Article 5.1.7. 6.6.2 The Founder, the Trustee and the Sellers shall consult with the Purchaser in respect of the obtaining of the Consents and shall keep the Purchaser involved in and promptly informed of any discussions, negotiations or communications in relation thereto, and shall not agree to any amendment or variation of such Contracts without the prior written consent of the Purchaser. If ten (10) Business Days before Closing, the Parties conclude in good faith that the Founder, the Trustee and the Sellers, despite their best efforts, will not be able to obtain any Consent, the Founder, the Trustee and the Sellers shall use their best efforts to transfer the relevant Contract to the Target Company designated by the Purchaser, subject to the prior written consent of the Purchaser. 6.6.3 In the event of a failure to obtain such Consents, (i) the Founder, the Trustee and the Sellers shall use their best efforts to assist the Purchaser and the Target Companies in obtaining all of the Consents after the Closing Date and (ii) in relation to Contracts