(1)

Dr. Jonathan Sachs, [**],

(2)

Dr. Jerry Woodall, [**],

(3)

Vuzix Corporation, a company incorporated under the laws of the state of Delaware, having its place of business located at 25 Hendrix Road, Suite A, West Henrietta, New York 14586, represented by Paul Travers, duly authorized,

(4)

Atomistic, a French société par actions simplifiée, the registered office of which is located at 3 boulevard de Belfort – 59000 Lille, France, registered with the registry of commerce and companies of Lille Métropole under number 902 801 950, represented by Dr. Jonathan Sachs, duly authorized, which is entering into this Agreement for the purposes of accepting the rights granted to it and acknowledging the obligations imposed on it pursuant to this Agreement,

A.

The share capital of the Company is set forth in Schedule A hereto.

B.

In this context, the Parties have agreed to enter into this Agreement which purpose is described in ARTICLE 2.

1.1

For the purposes of this Agreement, the terms listed hereafter shall have the following meaning:

Agreement

means this shareholders’ agreement, as amended or supplemented from time to time by way of amendment.

Anti-Corruption Laws

means the anti-bribery provisions of the French criminal code, anti-bribery legislation enacted by member states of the European Union and by signatories implementing the OECD Convention Combating Bribery of Foreign Officials, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and other similar laws and regulations.

Call Options

means the Call Option and the Vuzix Call Option.

Control

means (a) the direct or indirect holding of at least a majority of the share capital and/or voting rights of an Entity, (b) the right to appoint or cause the appointment of a majority of the board of directors (or similar governing body) of an Entity, or (c) the right to manage or direct the

Effective Date

means December 16^th, 2022, the date this Agreement was executed and became binding upon the Parties and the Company.

Entity

means any legal entity, company, corporation, group, investment fund, de facto company, association, partnership, or any similar organization, whether governmental or private, having or not a separate legal personality.

Fair Market Value

means the fair market value (valeur vénale) of a Share (on a non-diluted basis) (i) determined by the Permitted Transferor and the Permitted Transferee or (ii), if the Permitted Transferor and the Permitted Transferee do not agree on such valuation, to be determined by an independent expert appointed, upon request of the most diligent Party concerned, by order of the president of the commercial court (tribunal de commerce) of Paris, ruling in a summary form (forme des référés) and without appeal, as set forth in article 1592 of the French civil code; the appointed expert shall, within thirty (30) days of his appointment, deliver his report to the concerned Permitted Transferor and the relevant Permitted Transferee; the expert’s fees shall be borne equally by the concerned Permitted Transferor and the concerned Permitted Transferee; it being specified that if the expert shall not be available, refuse or will otherwise not be in a position to carry out its mission as set forth here above, the concerned Party(ies) shall appoint an alternative expert under the same conditions as abovementioned.

Field

has the meaning ascribed to it in the License Agreement.

GAAP

means generally accepted accounting principles in the United States as in effect from time to time.

Granted License

has the meaning ascribed to it in the License Agreement.

License Agreement

means that certain license agreement that was executed by and became binding upon the Parties and the Company as of the Effective Date.

Liquidation

means the winding up, amicable liquidation or dissolution of the Company (excluding any judicial liquidation).

Liquidation Event

means (i) the Business Sale; (ii) the Merger; (iii) the Sale or (iv) the Liquidation.

Merger

means, other than to or with Vuzix, the merger of the Company with or into another entity (except a merger or consolidation in which the holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold more than 50% of the voting power of the capital stock of the Company or the surviving or acquiring entity).

Ordinary Shares

means the ordinary stock (actions ordinaires) 0.01€ par value, of the Company.

Permitted Transfer

means (a) the Call Option, (b) the Vuzix Call Option, (c) any Transfer of Securities according to the SPA and (d) any Transfer by a Permitted Transferor of Shares [**].

Permitted Transferee

means the transferee of a Permitted Transfer.

Permitted Transferor

means the transferor of Shares to a Permitted Transferee.

Person

means any natural person and/or Entity.

President

means the président of the Company within the meaning of article L. 227-6, §1, of the French Commercial Code.

Sale

means, other than to or with Vuzix, the sale (vente) and/or contribution (apport), in one transaction or a series of related transactions, to a Person or group of affiliated Persons of 100% of the Securities.

Securities or Security

means, now and in the future:

(a)

the Shares;

(b)

the valeurs mobilières donnant accès au capital or other securities giving the right, immediately or on a due date, to subscribe or otherwise acquire Shares, including but not limited to stock options (options de souscription ou d’achat d’actions), redeemable shares, warrants and founders’ warrants (bons de souscription de parts de créateur d’entreprise);

(c)

the subscription rights attached to the Shares as well as to the securities mentioned in (b) above, in the event of an issue of Shares, valeurs mobilières donnant accès au capital or other securities giving a right, immediately or on a due date, to subscribe or otherwise acquire Shares; and

(d)

any rights to receive free Shares, valeurs mobilières donnant accès au capital as well as to the securities mentioned in paragraph (b) above, which any of the Parties hold or may hold, for any reason

Series A Preferred Stock

means the series A preferred stock 0.01 € par value per share, of the Company (Actions de Préference A).

Series B Preferred Stock

means together the Series B1 Preferred Stock and the the Series B2 Preferred Stock.

Series B1 Preferred Stock

means the series B1 preferred stock 0.01 € par value per Share, of the Company (Actions de Préference B1).

Series B2 Preferred Stock

means the series B2 preferred stock 0.01 € par value per Share, of the Company (Actions de Préference B2).

Shares

means the shares issued or to be issued by the Company irrespective of class or category (including the Ordinary Shares, the Series A Preferred Stock and the Series B Preferred Stock).

SPA

means that certain stock purchase agreement that was executed by and became binding upon the Parties and the Company as of the Effective Date.

Shareholders

means the holders of one or several Shares.

Terms and Conditions

means the terms and conditions of the Series A Preferred Stock and Series B Preferred Stock set forth in the By-laws.

Third Party

means any individual or legal entity other than a Party or the Company.

Transfer

means any transaction resulting or which may result at a later date (e.g., the granting of a put or call option or a pledge) in a transfer of ownership of Securities (propriété, nue-propriété ou usufruit) for any reason whatsoever (including but not limited to sales, gratuities, contributions, partial contributions of assets, mergers, de-mergers, transfers as a result of death or any combination of these methods of transfer of ownership).

1.2

Pursuant to this Agreement and unless the context requires otherwise:

(a)

references to Articles and Schedules are references to articles of, and schedules to, this Agreement, and the words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(b)

headings are inserted for convenience only, in order to facilitate the reading of the Agreement and shall not affect the construction of the Agreement;

(c)

the terms “including”, “includes”, “including in particular” or any similar terms shall be construed as having an illustrative purpose and shall not restrict the meaning of any terms following immediately such terms;

(d)

references to a legal provision shall include such provision as amended from time to time;

(e)

a reference to a document refers to this document, as amended, supplemented or replaced by any means whatsoever;

(f)

meanings ascribed to terms defined herein shall be equally applicable to the singular and plural forms of such terms and to their other grammatical forms;

(g)

French legal terms appearing in italics in this Agreement shall prevail, as to their meaning, over the English terms, and over any other possible French translation of those English terms, to which such French legal terms are referring;

(h)

any statement which refers to the “best efforts” or “best endeavors” of a Party with respect to a given matter means that such Party has an “obligation de moyens” with respect to such matter;

(i)

the provisions of articles 640 to 642 of the French civil procedure code shall be applied to calculate any period of time for the purposes of this Agreement.

3.1

for the Parties who are legal entities, that:

a)

it is legally incorporated or formed and in good standing under French law or the laws of the jurisdiction where it is established and that its legal representative has full powers and authority to sign and implement this Agreement; and

b)

the execution and implementation of this Agreement has been validly authorized by such Party’s competent bodies, does not and will not result in a breach, termination or amendment of any term or condition of any other contract or deed to which such Party is a party and that this Agreement is not contrary to any term of any such contracts or deeds.

3.2

for the Parties who are natural persons, that:

a)

he or she has the capacity to sign and implement this Agreement; and

b)

the execution and implementation of this Agreement does not and will not result in a breach, termination or amendment of any term or condition of any other contract or deed to which such Party is a party and that this Agreement is not contrary to any term of any such contracts or deeds.

3.3

for all Parties, pursuant to French and other relevant laws and regulations against money laundering (réglementation sur la lutte contre le blanchiment de capitaux), that:

a)

the funds used by such a Party in order to acquire Shares have not come from unlawful activities, including but not limited within the meaning of title VI (obligations relatives à la lutte contre le blanchiment de capitaux), Book V of the French code monétaire et financier, or violations of Anti-Corruption Laws or Sanctions,

b)

it has neither favored by any means a deceitful justification of the origin of the assets or income of any offence’s perpetrator (auteur d’un délit ou d’un crime) whose offence provided the offence’s 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, and

c)

it is not and is not acting for or on behalf of a Sanctioned Person.

4.1

As to the administration and management of the Company, each Party irrevocably undertakes to comply with the provisions of this Agreement as well as the by-laws (statuts) of the Company (the “By-laws”), as amended from time to time in accordance with the provisions of this Agreement, it being expressly agreed that, in the event of a conflict between the By-laws and this Agreement, this Agreement shall prevail among the Parties.

4.2

The Company shall be administered by the President and, as the case may be, any General Manager (Directeur Général).

4.3

The Board of Directors shall be composed at all time of two (2) members as follows:

i.

one (1) member who shall be appointed by a majority of the holders of the Ordinary Shares (the “OS Director”);

ii.

one (1) member who shall be appointed by Vuzix (the “Vuzix Director”).

4.4

The Company undertakes that none of the decisions listed below will be taken by the President, the Managing Director (Directeur général) as the case may be or any officer or legal representative of the Company or its Subsidiaries in the name thereof, without the prior approval of the Board of Directors including the positive vote of the Vuzix Director [**]:

4.5

[**]

4.6

Each Party agrees that no adverse changes to the rights (including economic rights), preferences and privileges of the Series A Preferred Stock and the Series B Preferred Stock may be made without the prior approval of the holders of such Shares and notably:

4.7

The Parties undertake to vote or cause to vote in favor of any shareholders’ resolution and more generally to take any action required to effect and implement the provisions of this ARTICLE 4.

4.8

The convening notices will be sent at least 5 days in advance (except in emergencies), by any means, on the initiative of the President.

4.9

The Board of Directors may also deliberate by means of teleconference, videoconference or any other method of remote meeting, with the persons participating in the meeting in this manner being deemed to be present for the calculation of quorum and majority.

4.10

[**] the Board of Directors shall meet quarterly to discuss:

4.11

No remuneration is paid for the duties of a member of the Board of Directors.

5.1

For ten (10) years after the date of this Agreement, so long as the Granted License has not been terminated or the License Agreement has not been terminated during this period, the Founders may not Transfer any Shares [**] without the prior written consent of Vuzix and the Company will not recognize any Transfer in violation of this provision, which Transfer will be deemed null and void and of no force or effect.

5.2

Notwithstanding Article 5.1, a Permitted Transferor may make Permitted Transfers without the consent of the other Parties provided that (a) the Permitted Transferor provides the other Parties written notice of such transfer, and (b) such Permitted Transfer complies with ARTICLE 11. Each Party will provide the other Parties with written notice of any other transfers permitted by this Agreement.

5.3

As from the date Vuzix owns at least 25,250,000 Ordinary Shares (the “Call Option Trigger Date”), Vuzix shall have the right, upon its sole option, within three hundred sixty five (365) days following the Call Option Trigger Date (the “Call

5.4

As from the 5^th anniversary of the date of this Agreement, in the event that (i) the Valuation Milestone (as defined in the SPA) has not be achieved or accelerated according to section 2.2(a) or section 2.2(d) respectively of the SPA at this date and that (ii) Vuzix owns at least 25,250,000 Ordinary Shares upon conversion of 25,250 shares of Series A Preferred Stock, Vuzix shall have the right, upon its sole option, to purchase (a) 3,030 shares of Series B [**] and (b) 758 shares of Series B [**] (the “Vuzix Option Securities”) in accordance with the provisions of this Article 5.4 (the “Vuzix Call Option”).

6.1

In addition to the rights granted to them by applicable laws and regulations, the Company and the Founders, within the limit of their respective powers, undertake that Vuzix shall be provided with the following financial statements with respect to the Company and its Subsidiaries, if any:

i.

as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, if requested by Vuzix, the Company will appoint a statutory auditor and all such financial statements will be audited, the cost of which audit will be borne by Vuzix;

ii.

as soon as practicable, but in any event within forty-five (45) days after the end of each quarter of each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);

iii.

with respect to the financial statements called for in paragraph (i) of this Article 6.1, an instrument executed by the chief financial officer (if there is one) or the accountants for the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in paragraph (ii) of this Article 6.1) and fairly present the financial condition of the Company and its results of operation for the periods specified therein.

6.2

Such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any shareholder of the Company may from time to time reasonably request.

6.3

If, for any period, the Company has any Subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the

6.4

In addition, the Company shall allow reasonable inspection of its properties and books and financial records by Vuzix, provided that Vuzix (and/or, as the case may be, its advisor) enters into customary non-disclosure agreements with respect to the information that may be provided to them on such inspection, and being specified that:

i.

the fees and expenses of each such inspection shall be borne by Vuzix unless such inspection is made necessary because of a continued breach of the obligations under this ARTICLE 6 for more than sixty (60) days after notification of such breach to the Company, in which case such fees and expenses shall be borne by the Company, up to 20,000 € per financial year;

ii.

the Company shall be informed at least five (5) business days in advance of any inspection; and

iii.

such inspection shall be exercised during normal business hours.

8.1

This Agreement is entered into for a period of fifteen (15) years as from its execution. At the end of this first period of fifteen (15) years, this Agreement shall be automatically renewed for periods of five (5) years. On any renewal, any Party may terminate its participation to this Agreement, by notifying such decision to the other Parties at least six (6) months in advance.

8.2

This Agreement will terminate as to any specific Party, on the date when such Party shall cease to hold any Shares or Security, save that (i) this shall not relieve that Party and the Company from any liabilities or obligations whatsoever in respect of matters, undertakings or conditions which shall have been done or not have been done, observed or performed by that Party prior to such termination, and (ii) provisions of ARTICLE 10 shall continue to bind that Party and the Company for a two (2) year period after the termination of this Agreement.

9.1

In order to guarantee the exercise of the rights which the Parties mutually grant to each other and to give full effect to this Agreement, the Parties agree to designate, jointly and irrevocably, the Company as their common attorney in charge of administrating this Agreement (the “Attorney”).

9.2

As the administrator of this Agreement, especially empowered by the Parties for the duration of this Agreement as provided in Article 9.1:

i.

only the Attorney will be allowed to deal with and, as the case may be, to enforce the transfer orders (ordres de mouvement) issued by the Parties and relating to the Securities;

ii.

the Attorney shall be bound to check the conformity of such transfer orders to the undertakings subscribed in this Agreement;

iii.

the Attorney shall register a transfer order only after ensuring that the procedures provided for in this Agreement have been complied with and that the execution of the transfer order may be completed;

iv.

the Attorney shall ensure that (i) the shareholders of the Company holding 5% and less of the Shares on a non-fully diluted basis and (ii) the holders of options or warrants to subscribe or purchase Shares or other Securities execute a short-form shareholders’ agreement;

v.

the Attorney shall record adhesions to this Agreement as provided for in ARTICLE 11 (New parties to this Agreement);

vi.

the Attorney will collect by all means the unanimous decisions of the Parties relating to the amendment, modification or waiver of any of the provisions hereof and will implement, as the case may be, the resulting changes to this Agreement.

9.3

This power of attorney shall apply to all of the Securities held by the Parties.

10.1

Each Party undertakes to consider as strictly confidential and not to divulge, sell or transfer to any Third Party, this Agreement and any documents or information which it may acquire or to which it may have access in the course of its relationship with or responsibilities in the Company concerning, in particular, the activities, products, clients, the strategy, the development, the commercial or partnership agreements and the financial situation of the Company or its Subsidiaries unless made:

10.2

Information will not be regarded as confidential, however, if:

12.1

All notices and other communications required or authorized hereunder shall be in writing and validly made if either delivered via courier or sent by registered letter (return receipt requested), facsimile or e-mail (provided that it be confirmed by same day registered letter, return receipt requested or courier on expedited basis for notices sent across international boundaries) to the registered office or residence of the Party concerned as specified in the above recitals.

12.2

Notices and other communications delivered via courier shall be deemed to be received as of their date of delivery, as evidenced by the delivery receipt.

14.1

Pursuant to the Terms and Conditions, in cases where the Company is the subject of a Liquidation Event, the Parties agree to proceed with a specific distribution of the overall consideration resulting for them from such Liquidation Event.

14.2

For the purposes hereof, the “Amount for Allocation” in respect of a Liquidation Event will be (a) the Proceeds of the Transfer in the event of a Sale or (b) the Liquidation Proceeds in the event of a Liquidation (including the Liquidation resulting from a Business Sale pursuant to Article 14.3) or (c) the Merger Shares in the event of a Merger, it being understood that:

(i)

the Amount for Allocation used for the application of the Allocation Key (as defined below) in respect of a Sale will be equal to the total Transfer price effectively received by the Parties participating to the Sale (the “Transfer Proceeds”), it being specified that if the Transfer Proceeds include a part

(ii)

the Amount for Allocation used for the application of the Allocation Key in respect of a Liquidation will be equal to the proceeds of the Liquidation available after settlement of all liabilities, payment of the liquidation costs of the Company, and repayment of the par value of all the outstanding Securities and, more generally, after any other priority payment made by the Company imposed by the law and the applicable regulations (the “Liquidation Proceeds”);

(iii)

in respect of a Merger, the shares newly issued to the Parties participating in the Merger (the “Merger Shares”) by the corporation benefiting the contribution or the surviving corporation, as the case may be, in exchange for the Shares transferred to it by the Parties participating in the Merger would be allocated mutatis mutandis as described in the Allocation Key.

14.3

In the event that a Business Sale occurs, the Parties undertake to vote or cause to vote in favor of a Liquidation to be completed within ninety (90) days of said Business Sale, and the proceeds from such liquidation shall be allocated as described in Article 14.4.

14.4

The allocation of the Amount for Allocation will be made according to the following (the “Allocation Key”):

(i)

in first place, the Amount for Allocation will be distributed between all the Parties participating to the Transaction, in proportion to the number of Shares held by each of them irrespective of their class, up to an amount per Share equal to five (5) percent of the Amount for Allocation;

(ii)

in second place, the balance of the Amount for Allocation after payment of the amounts referred to in (i) above will be allocated to those Shareholders holding Series A Preferred Stock participating in the Liquidation Event, up to a total amount equal to forty-nine (49) percent of the Amount for Allocation irrespective of the number of shares of Series A Preferred Stock, and after deduction of the amounts referred to in (i) above paid in respect of each Series A Preferred Stock that they hold (the “Preference A Amount”);

(iii)

in third place, the balance of the Amount for Allocation after payment of the amounts referred to in (i) and (ii) above will be allocated to those Shareholders holding Series B Preferred Stock participating in the Liquidation Event (irrespective of their class) up to an amount per share of Series B Preferred Stock held by each of them equal to (i) the Preference A Amount divided by (ii) the total number of outstanding shares of Series A Preferred Stock, it being understood that, in the event that there would be no outstanding Series A Preferred Stock on the completion date of the Liquidation Event, the balance of the Amount for Allocation after payment of the amounts referred to in (i) and (ii) above will be allocated to those

(iv)

finally, the remaining Amount for Allocation, if any, after payments of the amounts referred to in (i) to (iii) above, will be allocated among those Shareholders holding Ordinary Shares participating in the Liquidation Event pro rata based on the number of Ordinary Shares they hold.

14.5

If, at one of the stages of the Allocation Key mentioned above, the fraction of the Amount for Allocation is insufficient to serve fully the relevant financial rights, the distribution of the available fraction will be made pro rata of the total financial rights of each holder of the Company’s Securities in respect of the relevant stage, in relation to all of the financial rights to be served in respect of this stage.

14.6

Each Party undertakes to take all reasonable actions within its respective powers to apply and comply with the provisions of this Article 14. In particular, any Transfer contract giving rise to the application of the Allocation Key shall contain any stipulation required to allow the proceeds to be allocated in accordance with the above.

15.1

Except as otherwise expressly set forth herein, all references to a number of days shall be to calendar days.

15.2

In the event any of the provisions hereof were held to be null or inapplicable, in any form and for any reason, the Parties undertake to consult each other to remedy the cause of such nullity, so that, except where impossible, this Agreement remains in full force without disruption.

15.3

The Parties undertake to communicate, execute and deliver any information and any document, as well as to take any action or decision which may be necessary to the performance of this Agreement.

15.4

The Parties and the Company acknowledge that, pursuant to the terms of this Agreement, they are bound by certain undertakings to Transfer Securities. As a consequence, and in accordance with article 1124 of the French civil code, each Party and the Company acknowledges that in case of any withdrawal or non-performance of a Transfer subsequent to the exercise of an option or an undertaking to Transfer Securities, it will not prevent the underlying agreement to be valid.

15.5

Each Party and the Company declares to assume all the risks arising from an unpredictable change of circumstances (changement de circonstances imprévisible) as a result of which implementing this Agreement would become excessively onerous for such Party and acknowledges that the valuation of the Shares or Securities may vary in the future. As a consequence, each Party waives its right to make any claim under article 1195 of the French civil code, in particular with respect to any variation of the value of the Shares.

15.6

This Agreement will benefit to and be binding on the heirs, legatees, assignees, and legal representatives of each of the Parties.

15.7

The Parties and the Company declare that they have sought counsel from their respective own lawyers and/or other advisors and have therefore been able to independently assess the scope of their rights and obligations under this Agreement. No advisor or lawyer shall be deemed to be the sole draftsman (rédacteur unique) of this Agreement vis-à-vis all the Parties.

15.8

This Agreement sets forth the entire agreement between the Parties and the Company hereto pertaining to the subject matter hereof and supersedes and terminates all preliminary agreements, signed agreements, memoranda or letters of proposal or intent between the Parties and the Company hereto, in connection with the subject matter hereof entered into prior to the Effective Date.

15.9

Vuzix, Jonathan Sachs and Jerry Woodall entered into a shareholders’ agreement dated May 12^th, 2022 in order to determine the specific rules of governance and the conditions upon which they intend to comply [**] (the “Former Shareholders’ Agreement”). Vuzix, Jonathan Sachs and Jerry Woodall agree to definitively and irrevocably terminate the Former Shareholders’ Agreement in all its provisions with immediate effect, automatically and without any formalities, as the date of execution of this Agreement. Each of Vuzix, Jonathan Sachs and Jerry Woodall confirm that it/he has no outstanding claims against the Company, any of its directors, officers, employees or consultants, Jonathan Sachs, Jerry Woodall and/or any party in connection therewith.

16.1

The Parties and signatories of the Agreement acknowledge and agree:

(i)

that the Agreement is entered into in writing in electronic form, in accordance with the terms of article 1366 of the French Civil Code, and signed electronically by means of a reliable identification process implemented by DocuSign® (www.docusign.com), guaranteeing the link between each signature and this Agreement in accordance with the provisions of article 1367 of the French Civil Code;

(ii)

that the signature of this Agreement via the affixing of an electronic signature is performed with full knowledge of the technology used to that end, of its terms of use and of provisions of articles 1366 and 1367 of the French Civil Code, and thus irrevocably and unconditionally waive any right he/she/it would have to make any claim or initiate legal proceedings directly or indirectly in relation to the reliability of such electronic signature process and/or evidence of his/her/its intention to enter into this Agreement in such respect;

(iii)

that the Agreement has the same enforceability as a hard-copy written document pursuant to the provisions of article 1366 of the French Civil Code and the Agreement shall be validly invoked to evidence such enforceability;

(iv)

that (i) the requirement of having one original copy of the Agreement per Party shall be deemed to be fulfilled if the Agreement electronically signed is established and stored pursuant to articles 1366 and 1367 of the French Civil Code and (ii) this process allows each Party to be provided with a copy of the Agreement on a material format or to have access to a copy of the Agreement, pursuant to the provisions of article 1375 of the French Civil Code;

(v)

to designate Paris (France) as the place of signature of the Agreement; and

(vi)

that the Agreement shall take effect on the Effective Date.

1.

29,038 Ordinary Shares [**]:

2.

29,038 shares of Series B Preferred Stock [**]: