The Buyer has full power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by the Buyer of this Agreement and Transaction Documents to which it is a party, the performance by the Buyer of its obligations hereunder and thereunder and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly authorized. This Agreement constitutes a valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, and the Transaction Documents to which the Buyer is a party, when executed and delivered by the Buyer, will constitute valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms.

Buyer shall have the right to inspect the goods on arrival and, within 10 business days after delivery, buyer must give notice to seller of any claim for damages on account of condition, quality or grade of the goods, and buyer must specify the basis of the claim of buyer in detail. The failure of buyer to comply with these conditions shall constitute irrevocable acceptance of the goods by buyer.

At any time after title transfer to Buyer or complete payment by Buyer to Seller of any piece of Seller Provided Tooling, Seller shall, upon request from Buyer, execute and deliver to Buyer such bills of sale, instruments of conveyance, certificates or other documentation and take such other actions as Buyer may reasonably request in order to confirm and complete transfer ownership of such Seller Provided Tooling from Seller to Buyer.

solicit, interfere with, or endeavor to entice away from Buyer on behalf of any person or entity any customer of Buyer to purchase from any source other than Buyer any product or service of the type provided by Buyer.

Importer Security Filing. Seller shall provide Buyer or Buyer’s designated agent in a timely fashion with all the data required to enable Buyer’s compliance with the U.S. Customs’ Importer Security Filing regulation, see 19 CFR Part 149 (the “ISF Rule”) for all of Seller’s ocean shipments of goods to Buyer destined for or passing through a U.S. port. Seller hereby Covenants lo provide Buyer or Buyer’s designated agent with accurate “Data Elements” as defined in and required by the ISF Rule in a timely fashion lo ensure Buyer or Buyer’s designated agent has sufficient opportunity to comply with its filing obligations thereunder.

Employee Benefit Plans. (a) There are no “employee pension benefit plans” (within the meaning of [Section 3(2)(A)] of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Buyer Pension Plans”) maintained by the Buyer; and # the Buyer does not have any policies or plans, whether written or not, that provide for vacation benefits, severance benefits, leave rights or other benefits to its employees. There are no outstanding liabilities of the Buyer to the Buyer Pension Plans, and the Buyer knows of no potential liabilities in connection therewith. There are no actions, suits or claims, other than for benefits in the normal course, pending or to the knowledge of the Buyer threatened, and the Buyer has no knowledge of any facts which could give rise to any actions, suits or claims, against any of the Buyer Pension Plans, or against the Buyer which might subject the Buyer to any material liability.

“Buyer” means VGD Buyer, LLC, a Delaware limited liability company.

Within two Business Days after the Sale Shares are delivered in Buyer’s account, and Buyer’s bank, broker, custodian or other nominee within Euronext Paris certifies such delivery in writing, the Buyer shall register the Buyer Shares comprising the Aggregate Consideration with the Finnish Trade Register and enter such Buyer Shares into the book-entry system maintained by Euroclear Finland Ltd.

Assignability. Neither this Agreement nor any rights or obligations hereunder, are assignable by Seller or the Company, except that Seller may assign its rights hereunder to an affiliate of Seller. The rights of Buyer under this Agreement are assignable in part or wholly to any company controlled by, controlling or under common control with Buyer and any assignee of Buyer shall succeed to and be possessed of the rights of Buyer hereunder to the extent of the assignment made; provided, however, that and such assignment by Buyer shall not relieve Buyer of its obligations hereunder. In addition, after the Closing, Buyer may assign all of its rights and/or obligations under this Agreement to any person who acquires either the stock of Buyer or the Company, or substantially all of the assets of the Company; provided, however, that any such assignment by Buyer shall not relieve Buyer of its obligations hereunder.

Interest in Assets. Except for office space provided to the Buyer by certain Affiliates, neither the stockholders of Buyer nor any Affiliate(s) of the stockholders nor anyone else other than Buyer owns any property or rights, tangible or intangible, used in or related, directly or indirectly, to the business of the Buyer.